253G2 1 compoundbonds_253g2.htm 253G2

 

 Filed pursuant to Rule 253(g)(2)

File No. 024-11848

 

Offering Circular Dated February 6, 2024

 

Compound Real Estate Bonds, Inc.

 

 

1185 Avenue of the Americas, 3rd floor

New York, NY 10036

1-800-560-5215

 

COMPOUND BONDS

MAXIMUM OFFERING AMOUNT: $75,000,000

MINIMUM OFFERING AMOUNT: $0

 

 

Compound Real Estate Bonds, Inc. (“we,” “our,” “us,” and the “Company”) is offering up to $75,000,000 (“Maximum Offering Amount”) of our “Compound Bonds” on a best efforts basis in increments of $10.00. Of such Maximum Offering Amount, we are offering up to (i) 7,480,000 of our $10 Compound Bonds for cash and (ii) 20,000 of our $10 Compound Bonds as rewards under our Compound Bond Rewards Program (as described below) for eligible referrals (not for cash). As November 30, 2023, through this offering, 247,412 Compound Bonds have been sold for $10 each, and 102,655 of the Compound Bonds have been redeemed by investors, leaving 144,700 Compound Bonds outstanding (representing a total liability of $1,506,584.05 when compounded interest is included) and 7,232,588 Compound Bonds remaining to be sold for cash in this offering. No Bond Rewards have been issued; the Company intends to offer 20,000 of our $10 bonds as part of its Compound Bonds Reward Program. For more information on the terms of Compound Bonds being offered, please see the “Securities Being Offered” section of this offering circular.

 

We will offer and sell our Compound Bonds described in this offering circular on a continuouns basis directly through the Compound Website accessible at www.compoundrealestatebonds.com or though the Compound App which may be downloaded for free from the Apple Store or from Google Play (collectively referred to as the “Compound Fintech Platform”). The Compound Fintech Platform is developed and owned by our parent, Compound Real Estate Holdings, Inc., a Florida corporation, (“CH”) and licensed to us by CH in exchange for 2% of the value of the total Compound Bonds sold on the Compound Fintech Platform each year. The Compound Fintech Platform interfaces with certain back-end computer software and database infrastructure developed and owned by the Company that processes and manages data provided by investors via the Compound Fintech Platform.

 

The aggregate initial offering price of the Compound Bonds will not exceed $75,000,000 in any 12-month period, and there is no minimum number of Compound Bonds that need to be sold as a condition of closing this offering. This offering is being conducted on a “best efforts” basis, which means that there is no guarantee that any minimum amount will be sold in this offering. We have not engaged a broker-dealer for this offering. We reserve the right to engage the services of a registered broker-dealer who will offer, sell and process the subscriptions for the Compound Bonds, although we do not presently expect to engage such selling agent. If any broker-dealer or other agent/person is engaged to sell our Compound Bonds, we will file a post-qualification amendment to the offering statement of which this offering circular forms a part disclosing the names and compensation arrangements prior to any sales by such persons. See “Plan of Distribution” in this offering circular.

 

 

 

 

To the extent that the Company’s officers and directors make any communications in connection with this offering they intend to conduct such efforts in accordance with an exemption from registration contained in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, therefore, none of them is required to register as a broker-dealer. See “Plan of Distribution” in this offering circular.

 

We have also created the Compound Bond Rewards Program (“Bond Rewards Program”) to provide (i) investors (each a “Referrer”) who meet eligibility standards set forth in this offering circular the opportunity to receive Compound Bonds as a thank you for referring a friend or family member to open an account on the Compound Fintech Platform and (ii) new members of the Compound Fintech Platform (each a “Referee”) who meet eligibility standards set forth in this offering circular the opportunity to receive Compound Bonds as a thank you for opening an account on the Compound Fintech Platform as a result of an eligible referral. Each eligible Referrer and eligible Referee will be entitled to receive an award of one Compound Bond valued at $10.00 each (each a “Bond Reward”) per eligible referral, subject to a limitation of 50 Compound Bonds per Referrer account and Referee account per calendar year. Bond Rewards will be fulfilled through Compound Bonds issued under the offering statement of which this offering circular forms a part. For more information on the terms and conditions of the Compound Bond Rewards Program, please see “Plan of Distribution – Compound Bond Rewards Program”.

 

The approximate date of the commencement of the proposed sales or awards to the public of the Compound Bonds will be within two calendar days from the date on which the offering is re-qualified by the Securities and Exchange Commission (the “SEC”) and on a continuous basis thereafter until the maximum number of Compound Bonds offered hereby is sold or awarded. The minimum purchase is $10.00 (or one Compound Bond) and funds received by us will not be placed in escrow, and will immediately be made available to the Company. All offering expenses will be paid out of the proceeds of this offering. The termination of the offering will occur on the earlier of (i) the date that subscriptions for and rewards of the Compound Bonds offered hereby equal $75,000,000 or (ii) an earlier date determined by the Company in its sole discretion. The offering of Compound Bonds for cash could terminate prior to the Bond Rewards Program offering if we have sold all of the Compound Bonds but have not issued all of the Compound Bonds in the Bond Rewards Program offering. The Bond Rewards Program offering could terminate prior to the offering of Compound Bonds for cash if all of the Compound Bonds offered in the Bond Rewards Program offering have been awarded but not all of the Compound Bonds for cash have sold. If one of these offerings has closed but the other offering is ongoing, we will inform investors by filing a supplement to this offering circular with the SEC.

 

No public market has developed nor is expected to develop for Compound Bonds, and we do not intend to list Compound Bonds on a national securities exchange or interdealer quotational system. As of the date of this offering circular, we have not yet begun originating or acquiring mortgages or making any investments in real estate. As of November 30, 2023, we had a total of $1,506,584.05 in Compound Bonds outstanding but only $1,102,270.37 in cash and cash equivalents with which to satisfy potential redemptions. As of June 30, 2023, we had total net losses of $181,858 from inception (November 2, 2021). Our net losses from January 1, 2023 through June 30, 2023 were $54,786 and from January 1, 2022 through December 31, 2022 were $70,420. As of the date of this offering circular, we have no employees and are dependent upon the services provided under the Administrative Services Agreement with our affiliate, Compound Administrative Services LLC (“Compound Administrative Services”), for our operations.

 

Investing in our securities involves a high degree of risk, including the risk that you could lose all of your investment. Please read the section entitled “Risk Factors” beginning on page 7 of this offering circular about the risks you should consider before investing.

 

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

 

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, or the “JOBS Act,” and, as such, have elected to comply with certain reduced public company reporting requirements. See “Offering Summary—Emerging Growth Company Status.”

 

 

 

 

    Price to
Public
    Underwriting
Discount and Commissions
    Proceeds to
Issuer(1)
 
Per Compound Bond   $ 10.00     $ 0.00     $ 10.00  
Total(2)   $ 74,800,000     $ 0.00     $ 74,800,000  

 

 
(1) Does not include expenses of this offering, which we estimate will be approximately $130,000 (including offering expenses, but excluding state notice filing fees) plus a license fee to CH in the amount of 2% of the value of the total Compound Bonds sold on the Compound Fintech Platform. The Company’s parent has not yet, and does not intend, to collect this license fee until the Company has total assets of at least $3,000,000. See the “Use of Proceeds” section of this offering circular.
(2) Assumes that the maximum aggregate offering amount of $74,800,000 in cash proceeds is received by us.

 

THE SEC DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”); HOWEVER, THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

 

We believe that we fall within the exception from the definition of an “investment company” provided by Section 3(c)(5)(C) of the Investment Company Act of 1940. Section 3(c)(5)(C) provides an exception for a company that is primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate. If for any reason we fail to meet the requirements of the exception provided by Section 3(c)(5)(C) we will be required to register as an investment company, which could materially and adversely affect our proposed plan of business. See “Risks Related to Being Deemed an Investment Company under the Investment Company Act” under the “Risk Factors” section on page 17 of this offering circular.

 

The Company is following the “Offering Circular” format of disclosure under Regulation A.

 

 

 

 

TABLE OF CONTENTS

 

OFFERING CIRCULAR SUMMARY   1
     
RISK FACTORS   7
     
PLAN OF DISTRIBUTION   22
     
USE OF PROCEEDS   29
     
INVESTMENT COMPANY ACT LIMITATIONS   31
     
OUR BUSINESS   33
     
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   46
     
MANAGEMENT   50
     
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS   51
     
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS   52
     
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS   54
     
SECURITIES BEING OFFERED   55
     
PRIOR PERFORMANCE   57
     
ONGOING REPORTING AND SUPPLEMENTS TO THIS OFFERING CIRCULAR   58
     
FINANCIAL STATEMENTS   F-1

 

The information contained on, or accessible through, the websites at www.compoundrealestatebonds.com is not part of, and is not incorporated by reference in, this offering circular.

 

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

 

i

 

 

 

OFFERING CIRCULAR SUMMARY

 

This summary highlights certain information about us and this offering contained elsewhere in this offering circular. Because it is only a summary, it does not contain all the information that you should consider before investing in our securities and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this offering circular. Before you decide to invest in our securities, you should read the entire offering circular carefully, including “Risk Factors” beginning on page 7 and our financial statements and the accompanying notes included in this offering circular. Unless the context otherwise indicates, when used in this offering circular, the terms “the Company,” “we,” “us,” “our” and similar terms refer to Compound Real Estate Bonds, Inc., a Delaware corporation, and our wholly-owned subsidiary Compound Lending, LLC, a Delaware limited liability company, which we refer to as “Compound Lending.” Additionally, “CH” refers to Compound Real Estate Holdings, Inc., a Florida corporation, and parent company of the Company and Compound Administrative Services LLC, a Delaware limited liability company. In certain circumstances, we use “Compound” as an overarching term to refer to the each of the entities listed above as a cohesive group.

 

Our Company

 

Compound Real Estate Bonds, Inc. was incorporated under the laws of the State of Delaware on November 2, 2021. We are an early stage company that, through our wholly owned subsidiary, Compound Lending, plans to implement our business model. Our business model is centered primarily around purchasing or otherwise acquiring mortgages and other liens on and interests in real estate. We anticipate that at least 80% of our assets will consist of real estate as well as mortgages and other liens on and interests in real estate, and the remainder of our assets will consist of real estate assets (which may include interests in whole pool mortgage-backed securities (MBS) and debt obligations secured by a pool of whole mortgage loans) and/or cash and cash equivalents. We do not intend to acquire any assets that are not cash and cash equivalents and have no relationship to real estate. We will sell Compound Bonds in this offering to provide the capital for these activities.

 

Our company’s mission is to democratize investing for everyone. We aim to provide consumers access to investing in alternative assets like the top 1 percent do, by digitizing exposure to real estate. At Compound, we work to reach underserved communities, to provide access to capital and opportunities, all within an easy-to-use and accessible mobile app.

 

Compound Real Estate Bonds, Inc., is a wholly-owned subsidiary of Compound Real Estate Holdings, Inc., which was incorporated under the laws of the State of Florida on September 28, 2021. Compound aims to democratize investing for everyone, by giving everyone an opportunity to invest like the one percent. As an alternative to the low interest saving accounts at traditional institutions, Compound provides consumers a 7% fixed interest earning digital bond for as little as $10. Compound Bonds harness the power of real estate to provide consumers with an attractive interest rate. The proceeds from bonds purchased by consumers will be used by the Company to acquire real estate, lent out to households and businesses through asset backed loans secured by real estate, or used to purchase existing asset-backed loans secured by real estate. However, the Company and our Parent have no prior history of investing in or managing multifamily, commercial, and industrial real estate, and there is no guarantee that the real estate we acquire will be acquired on favourable terms or managed profitably. The Officers of the Company also have no experience raising money from third-party investors to invest in real estate and minimal experience with mortgage loan acquisition, underwriting, and acquiring/managing real estate investments. Prospective investors should consider that the members of our management have very little direct with making real estate investments, and thus will be relying on the advice and guidance of others as they acquire and manage the Company’s portfolio.

 

In its fundraising efforts, CH is initially targeting the millennials who are surpassing the baby boomers as the nation’s largest living generation, and developed the Compound Fintech Platform to do so. CH’s management believes that the millennial demographic in large part has a basic distrust of traditional financial institutions, is burdened by student loans and other debt, changes employment frequently, and has difficulty saving money and/or funding a retirement program. CH believes the current financial system has not provided this generation with an attractive return on their savings held in traditional savings accounts. As an alternative, Compound Real Estate Bonds provides consumers a way to put idle money to work through a digital high yield bond. Instead of having idle money sit in low interest savings accounts in traditional financial institutions, Compound Real Estate Bonds deploys money to support communities, while bondholders earn a high interest passively, powered by real estate.

 

 

1

 

 

 

The Compound Bonds:

 

  are priced at $10.00 each;
     
  represent a full and unconditional obligation of our Company;
     
  bear interest at 7% per annum. For clarification purposes, we will pay interest on interest (compounded interest) and credit such interest to bondholders’ Compound accounts on a daily basis;
     
  are subject to repayment at any time at the demand of the holder upon five (5) days’ notice;
     
  are subject to redemption by us at any time upon five (5) days’ notice;
     
  are not payment dependent on any underlying real estate loans or investments;
     
  are transferable;
     
  are unsecured;
     
  are uninsured;
     
  are not guaranteed by the Company’s affiliates or any other third party.

 

For more information on the terms of Compound Bonds being offered, please see the “Securities Being Offered” section of this offering circular.

 

In January 2022, CH launched the Compound Fintech Platform which consists of the Compound Website and the Compound App, and which provides tools to help people easily invest in our Compound Bonds including through “spare change” round ups. Round ups monetize debit card purchases, checking account linked credit card purchases and other checking account transactions by “rounding up” each purchase to the next higher dollar until the “round up” reaches $10.00 at which time $10 will be transferred from the linked account to purchase a $10.00 Compound Bond for that user. The application was under beta testing during 2022 and began onboarding users in January 2023. The Compound Fintech Platform interfaces with certain back-end computer software and database infrastructure developed and owned by the Company that processes and manages data provided by investors via the Compound Fintech Platform.

 

 

2

 

 

 

The Offering

 

Securities offered by us:   Up to $75,000,000 of Compound Bonds on a “best efforts” basis. We are offering up to (i) $74,800,000 of our Compound Bonds for cash and (ii) $200,000 of our Compound Bonds as rewards under our Compound Bond Rewards Program for eligible referrals (not for cash).
     
Offering Price per Compound Bonds for Cash:   $10.00 per each Compound Bond.
     
Description of the Compound Bonds:   The Compound Bonds:
       
      are priced at $10.00 each;
       
      represent our full and unconditional obligation;
         
      bear interest at 7% per annum. For clarification purposes, we will pay interest on interest (compounded interest) and credit such interest to bondholders’ Compound accounts on a daily basis;
         
      are subject to repayment at any time at the demand of the holder upon five (5) days’ notice;
       
      are subject to redemption by us at any time upon five (5) days’ notice;
       
      are not payment dependent on any real estate loans or investments;
         
      are transferable; and
       
      are unsecured;
         
      are uninsured;
         
      are not guaranteed by the Company’s affiliates or any other third party.
     
Principal amount of Compound Bonds:   We will not issue Compound Bonds offered hereby in excess of $75 million principal amount during any 12-month period. The Compound Bonds offered hereby will be offered on a continuous basis. As of November 30, 2023 we have sold 247,412 Compound Bonds have been sold for $10 each, and 102,655 of the Compound Bonds have been redeemed by investors, leaving 144,700 Compound Bonds outstanding. As of November 30, 2023, the total outstanding amount of Compound Bonds (including original principal and compounded interest) is $1,506,584.05.
       
Manner of offering:   We will offer and sell our Compound Bonds described in this offering circular on a continuous basis directly through the Compound Website accessible at www.compoundrealestatebonds.com (the “Compound Website”) or though the Compound App which may be downloaded for free from the Apple Store or from Google Play (collectively referred to as the “Compound Fintech Platform”). This offering is being conducted on a “best efforts” basis, which means that there is no guarantee that any minimum amount will be sold in this offering. The Company has not engaged a broker-dealer in connection with this offering. We reserve the right to engage the services of a registered broker-dealer who will offer, sell and process the subscriptions for the Compound Bonds, although we do not presently expect to engage such selling agent. If any broker-dealer or other agent/person is engaged to sell our Compound Bonds, we will file a post-qualification amendment to the offering statement of which this offering circular forms a part disclosing the names and compensation arrangements prior to any sales by such persons. To the extent that the Company’s officers and directors make any communications in connection with this offering they intend to conduct such efforts in accordance with an exemption from registration contained in Rule 3a4-1 under the Exchange Act, and, therefore, none of them is required to register as a broker-dealer. Please see the “Plan of Distribution” section of this offering circular.

 

 

3

 

 

 

Compound Bond Rewards Program:   We have created the Compound Bond Rewards Program (“Bond Rewards Program”) to provide (i) investors (each a “Referrer”) who meet eligibility standards set forth in this offering circular the opportunity to receive Compound Bonds as a thank you for referring a friend or family member to open an account on the Compound Fintech Platform and (ii) new members of the Compound Fintech Platform (each a “Referee”) who meet eligibility standards set forth in this offering circular the opportunity to receive Compound Bonds as a thank you for opening an account on the Compound Fintech Platform as a result of an eligible referral. Each eligible Referrer and eligible Referee will be entitled to receive an award of one Compound Bond valued at $10.00 each (each a “Bond Reward”) per eligible referral, subject to a limitation of 50 Compound Bonds per Referrer account and Referee account per calendar year. Bond Rewards will be fulfilled through Compound Bonds issued under the offering statement of which this offering circular forms a part. For more information on the terms and conditions of Compound Bond Rewards Program, please see the section entitled “Plan of Distribution – Compound Bond Rewards Program” of this offering circular.

 

Minimum and Maximum Investment Amount   The minimum investment amount per subscriber is $10. There is no maximum investment amount per subscriber.
     
Investment Amount Restrictions   Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, you are encouraged to review Rule 251(d)(2)(i)(c) of Regulation A. For general information on investing, you are encouraged to refer to www.investor.gov.
     
Voting Rights   The Compound Bonds do not have any voting rights.
     
Risk Factors   Purchasing the Compound Bonds and our business in general is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors” beginning on page 7.
     
How to invest:   Please visit the Compound Website at www.compoundrealestatebonds.com and click the “Get Started” link at the top of the home page. You may also download the Compound App and use it to invest. Please see “Plan of Distribution”.
     
Use of proceeds:  

If we sell all $74,800,000 of gross proceeds from the Compound Bonds offered under this offering circular for cash our net proceeds will be approximately $73,174,000. All of our expenses in this offering, which we estimate will be approximately $130,000 (including offering expenses, but excluding state notice filing fees) will be paid out of the proceeds of this offering. As of November 30, 2023 the Company has paid approximately $90,000 in offering expenses and owes CAS (its Affiliates) an additional $48,310 for expenses paid on its behalf. The offering proceeds may also be used to pay a license fee to CH (our parent) in the amount of 2% of the value of the total Compound Bonds sold on the Compound Fintech Platform. The Company’s parent has not yet, and does not intend, to collect this license fee until the Company has total assets of at least $3,000,000. We intend to use the net proceeds from this offering to implement the business model described above and for general corporate purposes including the costs of this offering. See “Use of Proceeds.”

 

We will not receive any proceeds from the issuance of up to $200,000 worth of Bond Rewards under the Bond Rewards Program for eligible referrals (not for cash).

     

Transfer Agent

 

  The Company will act as its own transfer agent and maintain the Company’s share register. As of the date of this offering circular, we have not engaged a transfer agent, and do not intend to engage a transfer agent until such time as we determine it is necessary.
     
Termination of the offering   The termination of the offering will occur on the earlier of (i) the date that subscriptions for and rewards of the Compound Bonds offered hereby equal $75,000,000 or (ii) an earlier date determined by the Company in its sole discretion. We reserve the right to terminate this offering for any reason at any time. The offering of Compound Bonds for cash could terminate prior to the Bond Rewards Program offering if we have sold all of the Compound Bonds but have not issued all of the Compound Bonds in the Bond Rewards Program offering. The Bond Rewards Program offering could terminate prior to the offering of Compound Bonds for cash if all of the Compound Bonds offered in the Bond Rewards Program offering have been awarded but not all of the Compound Bonds for cash have sold. If one of these offerings has closed but the other offering is ongoing, we will inform investors by filing a supplement to this offering circular with the SEC.

 

 

4

 

 

 

Implications of Being an Emerging Growth Company

 

We are not subject to the ongoing reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) because we are not registering our securities under the Exchange Act. Rather, we will be subject to the more limited reporting requirements under Regulation A, including the obligation to electronically file:

 

annual reports (including disclosure relating to our business operations for the preceding two fiscal years, or, if in existence for less than two years, since inception, related party transactions, beneficial ownership of the issuer’s securities, executive officers and directors and certain executive compensation information, management’s discussion and analysis (“MD&A”) of the issuer’s liquidity, capital resources, and results of operations, and two years of audited financial statements),

 

semiannual reports (including disclosure primarily relating to the issuer’s interim financial statements and MD&A) and

 

current reports for certain material events. 

 

In addition, at any time after completing reporting for the fiscal year in which our offering statement was qualified, if the securities of each class to which this offering statement relates are held of record by fewer than 300 persons and offers or sales are not ongoing, we may immediately suspend our ongoing reporting obligations under Regulation A. 

 

If and when we become subject to the ongoing reporting requirements of the Exchange Act, as an issuer with less than $1.07 billion in total annual gross revenues during our last fiscal year, we will qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and this status will be significant. An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company we:

 

will not be required to obtain an auditor attestation on our internal controls over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

 

will not be required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”);

 

will not be required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes);

 

will be exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;

 

may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A; and

 

will be eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards.

 

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under Section 107 of the JOBS Act.

 

 

5

 

 

 

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, or such earlier time that we no longer meet the definition of an emerging growth company. Note that this offering, while a public offering, is not a sale of common equity pursuant to a registration statement, since the offering is conducted pursuant to an exemption from the registration requirements. In this regard, the JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1.07 billion in annual revenues, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

 

Certain of these reduced reporting requirements and exemptions are also available to us due to the fact that we may also qualify, once listed, as a “smaller reporting company” under the Commission’s rules. For instance, smaller reporting companies are not required to obtain an auditor attestation on their assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.

 

Summary Risk Factors

 

Below is a summary of material risks, uncertainties and other factors that could have a material effect on the Company and its operations:

 

  We are an early-stage startup with limited operating history, and we may never become profitable;
     
  Absent any additional financing or advances from our parent company, other than the sale of the Compound Bonds, we may be unable to meet our operating expenses;
     
  If we are unable to deploy the capital raised from the sale of the Compound Bonds, or are not able to obtain a rate return in excess of the rate we of interest we are paying on Compound Bonds, then our expenses will increase more than the income we generate to pay those expenses;
     
  We are not currently generating revenue sufficient to cover the interest rate of Compound Bonds because we have not yet deployed any of the capital we’ve raised to originate or acquire mortgages or other real estate assets
     
  In addition to the sale of the Compound Bonds, we are dependent on advances from our parent company in order to meet our operating expenses and our parent company is under no obligation to advance us any funds;
     
  We have limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful;
     
  The amount of repayments that bond holders demand at a given time may exceed the amount of funds we have available to make such payments which may result in a delay in repayment or loss of investment to the bond holders;
     
  Public health epidemics or outbreaks (such as the novel strain of coronavirus (COVID-19)) could adversely impact our business;
     
  We operate in a highly regulated industry, and our business may be negatively impacted by changes in the regulatory environment;
     
  Our business may be negatively impacted by worsening economic conditions and fluctuations in the credit market;
     
  Competition in our industry is intense;
     
  Holders of Compound Bonds are exposed to the credit risk of our company;
     
  There has been no public market for Compound Bonds and none is expected to develop; and
     
  We could be materially and adversely affected if we are deemed to be an investment company under the Investment Company Act.

 

 

6

 

 

RISK FACTORS

 

Investing in our securities involves risks. In addition to the other information contained in this offering circular, you should carefully consider the following risks before deciding to purchase our securities in this offering. The occurrence of any of the following risks might cause you to lose all or a part of your investment. Some statements in this offering circular, including statements in the following risk factors, constitute forward-looking statements. Please refer to “Cautionary Statement Regarding Forward-Looking Statements” for more information regarding forward-looking statements.

 

Risks Related to our Industry

 

The lending industry is highly regulated. Changes in regulations or in the way regulations are applied to our business could adversely affect our business.

 

Changes in laws or regulations or the regulatory application or judicial interpretation of the laws and regulations applicable to us could adversely affect our ability to operate in the manner in which we intend to conduct business or make it more difficult or costly for us to participate in or otherwise make loans. A material failure to comply with any such laws or regulations could result in regulatory actions, lawsuits, and damage to our reputation, which could have a material adverse effect on our business and financial condition and our ability to participate in and perform our obligations to investors and other constituents.

 

The initiation of a proceeding relating to one or more allegations or findings of any violation of such laws could result in modifications in our methods of doing business that could impair our ability to collect payments on our loans or to acquire additional loans or could result in the requirement that we pay damages and/or cancel the balance or other amounts owing under loans associated with such violation. We cannot assure you that such claims will not be asserted against us in the future.

 

Worsening economic conditions may result in decreased demand for loans, cause borrowers’ default rates to increase, and harm our operating results.

 

Uncertainty and negative trends in general economic conditions in the United States and abroad, including significant tightening of credit markets, historically have created a difficult environment for companies in the lending industry. Many factors, including factors that are beyond our control, may have a detrimental impact on our operating performance. These factors include general economic conditions, unemployment levels, energy costs and interest rates, as well as events such as natural disasters, acts of war, terrorism, pandemic like the recent coronavirus (COVID-19) and catastrophes.

 

We intend to make some of our loans to sub-prime real estate borrowers. Accordingly, our borrowers have historically been, and may in the future remain, more likely to be affected or more severely affected than large enterprises by adverse economic conditions. These conditions may result in a decline in the demand for loans by potential borrowers or higher default rates by borrowers.

 

We cannot assure you that economic conditions will remain favorable for our business or that demand for loans in which we participate or default rates by borrowers will remain at current levels. Reduced demand for loans would negatively impact our growth and revenue, while increased default rates by borrowers may inhibit our access to capital and negatively impact our profitability. Further, if an insufficient number of qualified borrowers apply for loans, our growth and revenue would be negatively impacted.

 

If we cannot generate sufficient revenue to cover the cost of our operations and pay the interest on the Compound Bonds, then bond holders may lose some or all of their investment in the Compound Bonds.

 

The recent outbreak of COVID-19 may cause an overall decline in the economy as a whole, and may materially harm our business, results of operations and financial condition

 

The Company’s operations may be affected by the ongoing effects of the outbreak of COVID-19 which in March 2020, was declared a pandemic by the World Health Organization. The continued disruption caused by the outbreak is uncertain; however, it may result in a material adverse impact on the Company’s financial position, operations and cash flows.

 

Possible areas that may be affected include, but are not limited to, higher redemption rate of holders of the Compound Bonds, a decline in the demand for loans by potential borrowers or higher default rates by borrowers, and unavailability of professional services and other resources. In addition, the employees of companies that provide services to us could be medically or mentally affected by the pandemic and may be required to work remotely. This situation could cause of reduction in productivity or the inability to complete critical tasks for the Company.

 

The continued actual effects of the spread of COVID-19 are difficult to assess at this time as the actual effects will depend on many factors beyond the control and knowledge of the Company. However, the effects of the pandemic could continue to cause an overall decline in the economy as a whole and therefore may materially harm our business, results of operations and financial condition.

 

7

 

 

The Company, our Parent and our lending subsidiary, Compound Lending, LLC, have no experience in mortgage loan acquisition or underwriting.

 

The Company, our Parent, and our lending subsidiary have no prior experience in mortgage loan acquisition or underwriting. If the method adopted by the Company for evaluating real estate property related to a potential real estate loan and for establishing interest rates for the corresponding real estate loan proves flawed, then bond holders may lose some or all of their investment in the Compound Bonds.

 

The Company and our Parent have no experience in managing real estate investments or developing real estate projects.

 

The Company and our Parent have no prior history of investing in or managing multifamily, commercial, and industrial real estate, and there is no guarantee that the real estate we acquire will be acquired on favorable terms or managed profitably. Additionally, if the borrower is unable to repay its obligations under a loan from us, we may foreclose on the real estate property. Although we will seek out purchasers for the property, we or experienced third parties engaged by us may have to take an active role in the management of the real estate or the project. Prospective investors should consider that the members of our management have limited experience in managing real estate or developing real estate projects. We cannot assure you that we or third parties engaged by us can manage real estate or operate real estate projects profitably, which will impact our ability to generate revenue. If we cannot generate sufficient revenue to cover the cost of our operations and pay the interest rate on the Compound Bonds, then bond holders may lose some or all of their investment in the Compound Bonds.

 

The Officers of the Company have no experience raising money from third-party investors to invest in real estate and minimal experience with mortgage loan acquisition, underwriting, and acquiring/managing real estate investments.

 

Inderjit Tuli & Michael Burmi have very little direct with making real estate investments, and thus will be relying on the advice and guidance of others as they acquire and manage the Company’s portfolio. We cannot assure you that these third parties will provide all of the needed guidance, and any mistakes made by the Company’s officers due to inexperience may impact our ability to generate revenue. If we cannot generate sufficient revenue to cover the cost of our operations and pay the interest rate on the Compound Bonds, then bond holders may lose some or all of their investment in the Compound Bonds.

 

Competition for employees is intense, and we may not be able to attract and retain the highly skilled employees whom we need to support our business.

 

Competition for highly skilled personnel, especially data analytics personnel, is extremely intense, and we could face difficulty identifying and hiring qualified individuals in many areas of our business. We may not be able to hire and retain such personnel. Many of the companies with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment. In addition, we intend to invest significant time and expense in training our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expenses in hiring and training their replacements and the quality of our services and our ability to serve borrowers could diminish, resulting in a material adverse effect on our business. We currently have no full time employees. However, management and staffing are presently provided by Compound Administrative Services LLC, a wholly owned subsidiary of our parent company.

 

We operate in a competitive market which may intensify, and competition may limit our ability to implement our business model and have a material adverse effect on our business, financial condition, and results of operations.

 

We operate in a competitive market which may intensify, and competition may limit our ability to implement our business model and have a material adverse effect on our business, financial condition, and results of operations. Our competitors may be able to have a lower cost for their services which would lead to borrowers choosing such other competitors over the Company. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of loans and investments, offer more attractive pricing or other terms and establish more relationships than us.

 

8

 

 

Risks Related to Our Company

 

We are an early-stage startup with limited operating history, and we may never become profitable.

 

We do not expect to be profitable for the foreseeable future. If we are unable to obtain or maintain profitability, we will not be able to attract investment, compete, or maintain operations. If we cannot generate sufficient revenue to cover the cost of our operations and pay the interest on the Compound Bonds, then bond holders may lose some or all of their investment in the Compound Bonds.

 

As of the date of this Offering Circular, we have not yet generated revenue sufficient to cover the interest of Compound Bonds because we have not yet deployed any of the Capital we’ve raised to originate or acquire mortgages or other real estate assets.

 

The Compound Bonds offered hereby will be offered on a continuous basis. As of November 30, 2023 we have sold 247,412 Compound Bonds and 102,655 of the Compound Bonds have been redeemed by investors, leaving 144,700 Compound Bonds outstanding. As of November 30, 2023, the total outstanding amount of Compound Bonds (including original principal and compounded interest) is $1,506,584.05. However, we have not yet originated any mortgages or made any investments in mortgages and real estate, and as of November 30, 2023, the Company only had $1,102,270.37 in cash and cash equivalents. We will not generate sufficient revenue to pay off all Compound Bond Holder or cover all of the interest on existing and newly issued Compound Bonds until we originate or acquire mortgages or invest in real estate assets. If we cannot generate sufficient revenue to cover the interest on the Compound Bonds then bond holders may lose some or all of their investment in the Compound Bonds.

 

Our management has raised substantial doubt about our ability to continue as a going concern and our independent registered public accounting firm has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report with respect to our audited consolidated financial statements for the year ended December 31, 2022, and from November 2, 2021 (inception) to December 31, 2021.

 

We are an early-stage startup with limited operating history, and we may never become profitable. Our management has raised substantial doubt about our ability to continue as a going concern and our independent registered public accounting firm has included an explanatory paragraph in their opinion on our audited consolidated financial statements for the periods from year ended December 31, 2022 and from November 2, 2021 (inception) to December 31, 2021, that states that there is a substantial doubt about our ability to continue as a going concern. The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern. There is substantial doubt about our ability to continue as a going concern. We cannot assure you that we will generate sufficient revenue or obtain necessary financing to continue as a going concern. We cannot assure you that we will achieve success in selling the Compound Bonds.

 

We are dependent on advances from our parent company and the funds to be raised in this offering in order to be able to implement our business plan.

 

Until sufficient proceeds have been received by us from the sale of Compound Bonds in this offering we will rely on advances from our parent as to which we have no assurances. CH is not obligated to provide advances to us and we cannot assure you that we will be successful in raising proceeds in this offering. If we do not raise sufficient funds in this offering or if our parent declines to make advances to us, we will not be able to implement our business plan, or may have to cease operations altogether, and bond holders may lose some or all of their investment in the Compound Bonds.

 

If we do not raise sufficient funds in this offering or if our parent company declines to make advances to us we won’t be able to implement our business plan.

 

We have not generated any revenues and we are dependent on the proceeds from this offering to provide funds to implement our business model. Given the uncertainty of the amount of Compound Bonds that we will sell makes it difficult to predict our planned operations. Until sufficient proceeds have been received by us from the sale of Compound Bonds we will rely on advances from our parent as to which we have no assurances. CH is not obligated to provide advances to us and we cannot assure you that we will be successful in raising proceeds in this offering. If we do not raise sufficient funds in this offering or if our parent company declines to make advances to us we won’t be able to implement our business plan, and bondholders may lose some or all of their investment in the Compound Bonds.

 

9

 

 

We, along with our Parent, Compound Real Estate Holdings, Inc., have limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

 

We have limited operating history in an evolving industry that may not develop as expected. Assessing our business and future prospects is challenging in light of the risks and difficulties we may encounter. These risks and difficulties include our ability to:

 

  increase the number and total volume of loans and other credit products extended to borrowers;
     
  improve the terms on which loans are made to borrowers as our business becomes more efficient;

 

  increase the effectiveness of our direct marketing and lead generation through referral sources;

 

  favorably compete with other companies that are currently in, or may in the future enter, the business of lending to sub-prime real estate borrowers;
     
  successfully navigate economic conditions and fluctuations in the credit market; and
     
  effectively manage the growth of our business.

 

We may not be able to successfully address these risks and difficulties, which could harm our business and cause our operating results to suffer. If we cannot generate sufficient revenue to cover the cost of our operations and pay the interest on the Compound Bonds, then bond holders may lose some or all of their investment in the Compound Bonds.

 

The amount of repayments that bond holders demand at a given time may exceed the amount of funds we have available to make such payments which may result in a delay in repayment or loss of investment to the bond holders.

 

We will use our commercially reasonable efforts to maintain sufficient cash and cash equivalents on hand to honor repayment demands of bond holders. To accomplish this, we anticipate that approximately 20% of Compound Bonds assets will be cash and cash equivalents. However, in the event there are more demands for repayment to meet than our cash and cash equivalents on hand available, we may be required to (i) liquidate some of our loan portfolio and real estate investments, (ii) seek commercial banks and non-bank lending sources, such as insurance companies, private equity funds and private lending organizations, for the provision of credit facilities, including, but not limited to, lines of credit, pursuant to which funds would be advanced to us, or (iii) seek capital contributions from our parent company, CH. If the above sources of funds to honor repayments cannot be realized within the time frame of the repayment requests of bond holders, bond holders might have to wait for repayment until the above sources are realized. If the above sources do not generate enough funds to honor bond holders’ requests for repayment, there is a risk that the bond holders may lose some or all of their investment in the Compound Bonds.

 

If the information provided by borrowers is incorrect or fraudulent, we may misjudge a customer’s qualification to receive a loan, and our operating results may be harmed.

 

Although a significant part of our loan participation or loan decisions is based on appraisals of the real estate underlying the loans, our decisions are based partly on information provided to us by loan applicants. To the extent that these applicants provide information to us in a manner that we are unable to verify, we may not be able to accurately assess the associated risk. In addition, data provided by third-party sources is a significant component of our underwriting process, and this data may contain inaccuracies. Inaccurate analysis of credit data that could result from false loan application information could harm our reputation, business, and operating results.

 

Our risk management efforts may not be effective.

 

We could incur substantial losses, and our business operations could be disrupted if we are unable to effectively identify, manage, monitor, and mitigate financial risks, such as credit risk, interest rate risk, liquidity risk, and other market-related risk, as well as operational risks related to our business, assets, and liabilities. To the extent our models used to assess the creditworthiness of potential borrowers do not adequately identify potential risks, the risk profile of such borrowers could be higher than anticipated. Our risk management policies, procedures, and techniques may not be sufficient to identify all of the risks we are exposed to, mitigate the risks that we have identified, or identify concentrations of risk or additional risks to which we may become subject in the future.

 

10

 

 

We will rely on various referral sources and other borrower lead generation sources, including lending platforms.

 

Unlike banks and other larger competitors with significant resources, we intend to rely on our smaller-scale marketing efforts, affinity groups, partners, and loan referral services to acquire borrowers. We do not have exclusive rights to referral services, and we cannot control which loans or the volume of loans we are sent. In addition, our competitors may enter into exclusive or reciprocal arrangements with their own referral services, which might significantly reduce the number of mortgage borrowers we are referred. Any significant reduction in mortgage borrower referrals could have an adverse impact on our loan volume, which will have a correspondingly adverse impact on our operations and our company.

 

We are subject to a number of conflicts of interest arising out of our relationship with CH and its subsidiaries which may not be resolved in our favor.

 

We are subject to a number of conflicts of interest arising out of our relationship with CH and its subsidiaries, including the following:

 

  CH is our parent company and our sole stockholder. CH is also the sole stockholder of Compound Administrative Services. Accordingly, its executive officers and directors have fiduciary obligations to a number of entities. This potential conflict of interest poses a risk that the executive officers and directors may exercise their fiduciary duties in favor of affiliated entities rather than us even though they have fiduciary duties to us;

 

  our executive officers and directors are also executive officers and directors of Compound Administrative Services and they do not devote all of their time and efforts to our company. This potential conflict of interest poses a risk that the executive officers and directors may devote an insufficient amount of time and effort to operating our company because they are too busy devoting their time and effort to the operations of our affiliates; and
     
  the terms of the Administrative Services Agreement with Compound Administrative Services were not negotiated on an arms-length basis and the amounts to be reimbursed thereunder will be equal to the costs incurred by Compound Administrative Services in paying for the staff and office expenses for the Company under the Administrative Services Agreement, will be determined by our executive officers and directors who are also executive officers and directors of Compound Administrative Services notwithstanding that they are executive officers and directors of both our Company and Compound Administrative Services. This potential conflict of interest poses a risk that the amount to be reimbursed by our company under the Administrative Services Agreement may be determined by the executive officers and directors to be higher in the absence of an arms-length arrangement at the expense of our company.

 

We cannot assure you that any conflicts that may arise will be resolved in our favor, which could adversely affect our operations. In addition, as a bondholder you have no right to vote upon or receive notice of any corporate actions we may undertake which you might otherwise have if you owned equity in our company.

 

A significant disruption in our computer systems or a cybersecurity breach could adversely affect our operations.

 

We rely extensively on our computer systems to manage our loan origination and other processes. Our systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, cyber security breaches, vandalism, severe weather conditions, catastrophic events and human error, and our disaster recovery planning cannot account for all eventualities. If our systems are damaged, fail to function properly or otherwise become unavailable, we may incur substantial costs to repair or replace them, and may experience loss of critical data and interruptions or delays in our ability to perform critical functions, which could adversely affect our business and results of operations. Any compromise of our security could also result in a violation of applicable privacy and other laws, significant legal and financial exposure, damage to our reputation, loss or misuse of the information and a loss of confidence in our security measures, which could harm our business.

 

11

 

 

Our ability to protect the confidential information of our borrowers and investors may be adversely affected by cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions.

 

We process certain sensitive data from our borrowers and investors. While we have taken steps to protect confidential information that we receive or have access to, our security measures could be breached. Any accidental or willful security breaches or other unauthorized access to our systems could cause confidential borrower and investor information to be stolen and used for criminal purposes. Security breaches or unauthorized access to confidential information could also expose us to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity. If security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in our software are exposed and exploited, our relationships with borrowers and investors could be severely damaged, and we could incur significant liability.

 

Because techniques used to sabotage or obtain unauthorized access to systems change frequently and generally are not recognized until they are launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, federal regulators and many federal and state laws and regulations require companies to notify individuals of data security breaches involving their personal data. These mandatory disclosures regarding a security breach are costly to implement and often lead to widespread negative publicity, which may cause borrowers and investors to lose confidence in the effectiveness of our data security measures. Any security breach, whether actual or perceived, would harm our reputation, we could lose borrowers and investors and our business and operations could be adversely affected.

 

Any significant disruption in service on our platform or in our computer systems, including events beyond our control, could prevent us from processing or posting payments on loans, reduce the attractiveness of our marketplace and result in a loss of borrowers or investors.

 

In the event of a system outage and physical data loss, our ability to perform our servicing obligations, process applications or make loans available would be materially and adversely affected. The satisfactory performance, reliability and availability of our technology are critical to our operations, customer service, reputation and our ability to attract new and retain existing borrowers and investors.

 

Any interruptions or delays in our service, whether as a result of third-party error, our error, natural disasters or security breaches, whether accidental or willful, could harm our relationships with our borrowers and investors and our reputation. Additionally, in the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. Our disaster recovery plan has not been tested under actual disaster conditions, and we may not have sufficient capacity to recover all data and services in the event of an outage. These factors could prevent us from processing or posting payments on the loans, damage our brand and reputation, divert our employees’ attention, reduce our revenue, subject us to liability and cause borrowers and investors to abandon our marketplace, any of which could adversely affect our business, financial condition and results of operations.

 

We contract with third parties to provide services related to our online web lending and marketing, as well as systems that automate the servicing of our loan portfolios. While there are material cybersecurity risks associated with these services, we require that our vendors provide industry-leading encryption, strong access control policies, Statement on Standards for Attestation Engagements (SSAE) 16 audited data centers, systematic methods for testing risks and uncovering vulnerabilities, and industry compliance audits to ensure data and assets are protected. To date, we have not experienced any cyber incidents that were material, either individually or in the aggregate.

 

If our estimates of loan receivable losses are not adequate to absorb actual losses, our provision for loan receivable losses would increase, which would adversely affect our results of operations.

 

We maintain an allowance for loans receivable losses. To estimate the appropriate level of allowance for loan receivable losses, we consider known and relevant internal and external factors that affect loan receivable collectability, including the total amount of loan receivables outstanding, historical loan receivable charge-offs, our current collection patterns, and economic trends. If customer behavior changes as a result of economic conditions and if we are unable to predict how the unemployment rate, housing foreclosures, and general economic uncertainty may affect our allowance for loan receivable losses, our provision may be inadequate. Our allowance for loan receivable losses is an estimate, and if actual loan receivable losses are materially greater than our allowance for loan receivable losses, our financial position, liquidity, and results of operations could be adversely affected.

 

12

 

 

We will face increasing competition of other real estate lenders and, if we do not compete effectively, our operating results could be harmed.

 

We compete with other companies that make real estate loans. If we are not able to compete effectively with our competitors, our operating results could be harmed.

 

Many of our competitors have significantly more resources and greater brand recognition than we do and may be able to attract borrowers more effectively than we do.

 

When new competitors seek to enter one of our markets, or when existing market participants seek to increase their market share, they sometimes undercut the pricing and/or credit terms prevalent in that market, which could adversely affect our market share or ability to explore new market opportunities. Our pricing and credit terms could deteriorate if we act to meet these competitive challenges. Further, to the extent that the fees we pay to our strategic partners and borrower referral sources are not competitive with those paid by our competitors, whether on new loans or renewals or both, these partners and sources may choose to direct their business elsewhere. All of the foregoing could adversely affect our business, results of operations, financial condition, and future growth.

 

The collection, processing, storage, use, and disclosure of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements, or differing views of personal privacy rights.

 

We receive, collect, process, transmit, store, and use a large volume of personally identifiable information and other sensitive data from borrowers and purchasers of the Compound Bonds and services. There are federal, state, and foreign laws regarding privacy, recording telephone calls, and the storing, sharing, use, disclosure, and protection of personally identifiable information and sensitive data. Specifically, personally identifiable information is increasingly subject to legislation and regulations to protect the privacy of personal information that is collected, processed, and transmitted. Any violations of these laws and regulations may require us to change our business practices or operational structure, address legal claims, and sustain monetary penalties, or other harms to our business.

 

The regulatory framework for privacy issues in the United States and internationally is constantly evolving and is likely to remain uncertain for the foreseeable future. The interpretation and application of such laws is often uncertain, and such laws may be interpreted and applied in a manner inconsistent with other binding laws or with our current policies and practices. If either we or our third-party service providers are unable to address any privacy concerns, even if unfounded, or to comply with applicable laws and regulations, it could result in additional costs and liability, damage our reputation, and harm our business.

 

We are reliant on the efforts of Inderjit Tuli and Harminder Singh Burmi.

 

We rely on our management team and need additional key personnel to grow our business, and the loss of key employees or inability to hire key personnel could harm our business. We believe our success has depended, and continues to depend, on the efforts and talents of our executive officers, Inderjit Tuli and Harminder Singh Burmi, each of whom have expertise that could not be easily replaced if we were to lose any or all of their services.

 

Compliance with Regulation A and reporting to the SEC could be costly.

 

Compliance with Regulation A could be costly and requires legal and accounting expertise. After qualifying this Form 1-A, we will be required to file an annual report on Form 1-K, a semiannual report on Form 1-SA, and current reports on Form 1-U.

 

Our legal and financial staff may need to be increased in order to comply with Regulation A. Compliance with Regulation A will also require greater expenditures on outside counsel, outside auditors, and financial printers in order to remain in compliance. Failure to remain in compliance with Regulation A may subject us to sanctions, penalties, and reputational damage and would adversely affect our results of operations.

 

13

 

 

We have potential liability arising out of a possible violation of Section 5 of the Securities Act in connection with continuing our Regulation A offering of Compound Bonds after filing post-qualification amendments to this Form 1-A but without waiting for those amendments to be qualified.

 

We may have potential liability for certain sales, offers or issuances of Compound Bonds in possible violation of the registration requirements set forth in Section 5 of the Securities Act. The Company’s intent was for all such sales to be exempt from these registration requirements through compliance with Regulation A. Our offering statement filed pursuant to Regulation A of the Securities Act was qualified on September 19, 2022, and we then filed our initial offering circular on September 20, 2022, through which we sold Compound Bonds until November 2, 2023. Prior to suspending sales, we filed post-qualifications to our offering circular on August 22, 2023 and October 6, 2023. We sold $114,210 in Compound Bonds between August 22, 2023 and September 18, 2023, $57,370 in Compound Bonds between September 19, 2023 and October 6, 2023, and $160,520 in Compound Bonds between October 6, 2023 and November 2, 2023.

 

SEC Rule 252(f)(iii)(2) requires the Company to file post-qualification amendments (i) at least every 12 months after the qualification date to include the financial statements that would be required by Form 1–A as of such date and (ii) to reflect any facts or events arising after the qualification date of the offering statement (or the most recent post-qualification amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the offering statement. The SEC has not provided clear guidance as to whether or not a company which files a post-qualification amendment to update financial statements pursuant to SEC Rule 252(f)(iii)(2)(i) must stop selling if it files a post-qualification amendment but that amendment is not re-qualified prior 12 months after the qualification date. While the SEC has clearly indicated that a Company which files a post-qualification amendment reflecting a fundamental change may no longer sell pursuant to Regulation A from the date the post-qualification amendment is file until the post-qualification amendment is re-qualified by the SEC, it has given some examples of, but has not defined, the term “fundamental change,” instead taking the position that it is the responsibility of management to determine what constitutes a “fundamental change.”

 

The Company filed a post-qualification amendment as required by Rule 252(f)(2)(i) on August 22, 2023, which was within twelve months of its initial qualification date of September 19, 2022, but did not pause its sale of Compound Bonds until November 2, 2023. The Company believes that neither its August 22, 2023 nor its October 6, 2023 filings contained a fundamental change, and thus that it was legally entitled to continue to sell Compound Bonds pursuant to September 20, 2022 offering circular. However, it is possible that one or more investors could file a claim against the Company claiming that the Company would have been required to stop selling as of September 19, 2023 (the date by which the Company was required by Rule 252(f)(iii)(2)(i) to file a post-qualification amendment which includes updated financial statements) and/or that a fundamental change was present (such that the Company was required to stop selling as of that date) in its August 22, 2023, or October 6, 2023 filings. In total, the Company sold 27,526 Compound Bonds to investors for $275,260 on or after August 22, 2023; 21,789 Compound Bonds to investors for $217,890 on or after September 19, 2023; and 16,052 Compound Bonds to investors for $160,520 on or after October 6, 2023

 

To the extent that we have failed to maintain an effective offering circular with respect to any of the transactions in securities described above and with respect to our ongoing offering of Compound Bonds, and a violation of Section 5 of the Securities Act did in fact occur or is occurring, eligible holders of Compound Bonds that participated in these offerings would have a right to rescind their transactions, and the Company may have to refund any amounts paid for the Compound Bonds, which could have a materially adverse effect on the Company’s financial condition. Eligible security holders have not filed a claim against the Company alleging a violation of Section 5 of the Securities Act with respect to these transactions, but they could file a claim in the future.

 

We will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. Therefore, we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not “emerging growth companies,” and our investors could receive less information than they might expect to receive from exchange traded public companies.

 

We will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. The ongoing reporting requirements under Regulation A are more relaxed than for “emerging growth companies” under the Exchange Act. The differences include, but are not limited to, being required to file only annual and semiannual reports, rather than annual and quarterly reports. Annual reports are due within 120 calendar days after the end of the issuer’s fiscal year, and semiannual reports are due within 90 calendar days after the end of the first six months of the issuer’s fiscal year. Therefore, our investors could receive less information than they might expect to receive from exchange traded public companies.

 

14

 

 

Our lack of operating history makes it difficult for you to evaluate this investment.

 

We have limited operating history and may not be able to successfully operate our business or achieve our investment objectives. We may not be able to conduct our business as described in our plan of operation.

 

We are subject to the risk of fluctuating interest rates, which could harm our planned business operations.

 

We expect to generate net income from the difference between the interest rates we charge borrowers or otherwise make from our permissible investments, including loan origination fees paid by borrowers, and the interest we will pay to the holders of Compound Bonds. Due to fluctuations in interest rates, we may not be able to charge borrower’s an interest rate sufficient for us to generate income, which could harm our planned business operations

 

Any Bond Rewards you receive as a result of the Bond Rewards Program could have adverse tax consequences to you.

 

There is some uncertainty about the appropriate treatment of these Bond Rewards for income purposes. You may be subject to tax on the value of your Bond Rewards. If you receive Compound Bonds under the Bond Rewards Program, upon receipt you will generally realize taxable income equal to the fair market value of the Compound Bonds. Your participation in the Bond Rewards Program may increase the complexity of your tax filings and may cause you to be ineligible to file Internal Revenue Service Form 1040-EZ, if you would otherwise be eligible to file such form.

 

There are a number of risks associated with our having a verbal agreement (rather than a written agreement) with CH governing our ability to utilize CH’s Fintech Platform and the Compound App including misunderstanding of the terms of the verbal agreement, dispute as to what was agreed to, as well as unwillingness of a court to enforce the agreement because we and CH may not be able to prove the existence of the agreement or its terms, which could adversely affect our business, results of operations, financial condition and future growth.

 

Verbal agreements can lead to uncertainty about each party’s rights and obligations. A dispute may arise if there is nothing in writing explaining what both parties to the contract agreed to do.

 

On March 17, 2022, we entered into a verbal agreement with CH to pay a license fee to CH in the amount of 2% of the value of the total Compound Bonds sold on the Compound Fintech Platform per year. In exchange, CH allows us along with current and potential bondholders to use the Compound Fintech Platform. There are no other terms to such verbal agreement. In light of the fact that our agreement with CH is a verbal contract (rather than a written contract), we and CH are exposed to the following risks:

 

the risk that we and CH misunderstood an important term or terms of the contract, such as how much was to be paid or what services were to be performed;

 

the risk that we and CH will have a dispute regarding what was agreed to because we and CH are only relying on memory;

 

the risk that a court will not enforce the contract because we and CH may not be able to prove the existence of the contract or its terms; and

 

  the risk that CH could prevent us from utilizing the Fintech Platform and Compound App, which we rely on sell and Redeem Compound Bonds

 

If a dispute arises under our verbal agreement with CH and a court is not willing to enforce the terms of such verbal agreement in our favor, this outcome could adversely affect our business, results of operations, financial condition, and future growth.

 

If we lost access to the Fintech Platform and Compound App, investors who purchase Compound Bonds in this offering would have difficulty purchasing additional Compound Bonds and/or redeeming their existing Compound Bonds. This would also have a materially adverse effect on our reputation, which may undermine our ability to generate sufficient revenue to repay the Compound Bonds being issued in this offering.

 

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We may have potential liability arising out of a possible violation of Section 5 of the Securities Act in connection with continuing to sell Bonds following the filing of a post-qualification amendment to this Form 1-A pursuant to Rule 252(f)(2).

 

To the extent that we have failed to maintain an effective offering circular with respect to any of the transactions in securities described above and with respect to our ongoing offering of shares of common stock, and a violation of Section 5 of the Securities Act did in fact occur or is occurring, eligible holders of our securities that participated in these offerings would have a right to rescind their transactions, and the Company may have to refund any amounts paid for the securities, which could have a materially adverse effect on the Company’s financial condition. Eligible securityholders have not filed a claim against the Company alleging a violation of Section 5 of the Securities Act with respect to these transactions, but they could file a claim in the future.

 

The unregistered issuance of our securities to investors pursuant to this Offering would be considered in violation of Section 5 of the Securities Act if there was no other available exemption from registration for this issuance. The securities sold in this Offering prior to such termination would be subject to a private right of action for rescission or damages by the purchasing investors. Additionally, the Company may not have the funds required to address all rescissions if a large number of investors seek rescission at the same time, and as a result, we may be delayed in the delivery of funds for such rescissions and may be required to sell some of our assets, which may take significant amounts of time and may yield less than is needed to meet our rescission obligations. Additionally, the Company would not be able to raise funds in any other offering pursuant to Regulation A to meet such rescission obligations, as the Company would not be eligible to do so.

 

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Risks Related to Being Deemed an Investment Company under the Investment Company Act

 

We intend to avoid being classified as an investment company.

 

Under the Investment Company Act, an “investment company” is defined as an issuer which is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities; is engaged or proposes to engage in the business of issuing face-amount certificates of the installment type, or has been engaged in such business and has any such certificate outstanding; or is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a value exceeding 40% of the value of such issuer’s total assets (exclusive of Government securities and cash items) on an unconsolidated basis. Under the Investment Advisers Act of 1940, an “investment adviser” is defined, in relevant part, as any person who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who, for compensation and as part of a regular business, issues or promulgates analyses or reports concerning securities.

 

We intend to operate in such manner as not to be classified as an “investment company” within the meaning of the Investment Company Act of 1940 as we intend to acquire mortgages and other liens on and interests in real estate. In addition, Compound Administrative Services LLC, which provides administrative services to our Company, is not an investment adviser registered with the SEC, will not be governed by the Investment Advisers Act of 1940, and will not be acting in such capacity with respect to the Company because the Company will not be investing in assets which fall within the definition of a security under U.S. federal securities laws. Our management and our investment practices and policies of ours are not supervised or regulated by any federal or state authority. As a result, investors will be exposed to certain risks that would not be present if we were subjected to a more restrictive regulatory situation.

 

If we are deemed to be an investment company, we may be required to register as an investment company, dispose of disqualifying assets on disadvantageous terms, or to cease operations. Any of these outcomes would have a material adverse effect on the Company which may result in the Company not having, and not being able to acquire, the funds to repay the Compound Bonds being issued in this offering.

 

We could be materially and adversely affected if we are deemed to be an investment company under the Investment Company Act.

 

We do not believe that at any time we will be deemed an “investment company” under the Investment Company Act. However, if at any time we may be deemed an “investment company,” we intend to rely on the exception set forth in Section 3(c)(5)(C) of the Investment Company Act, which excludes from the definition of investment company “any person who is not engaged in the business of issuing redeemable securities, face-amount certificates of the installment type or periodic payment plan certificates, and who is primarily engaged in one or more of the following businesses… (C) purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.” The SEC Staff generally requires that, for the exception provided by Section 3(c)(5)(C) to be available, at least 55% of an entity’s assets be comprised of mortgages and other liens on and interests in real estate, also known as “qualifying interests,” and at least another 25% of the entity’s assets must be comprised of additional qualifying interests or real estate-type interests (with no more than 20% of the entity’s assets comprised of miscellaneous assets). We intend to acquire assets with the proceeds of this offering in satisfaction of such SEC requirements to fall within the exception provided by Section 3(c)(5)(C), and do not intend to acquire any miscellaneous assets unrelated to real estate. Notwithstanding, the staff of the SEC could possibly disagree with any of our determinations. If the staff of the SEC were to disagree with our analysis under the Investment Company Act, we would need to adjust our investment strategy. Any such adjustment in our strategy could have a material adverse effect on us. If we are deemed to be an investment company, we may be required to register as an investment company if we are unable to dispose of the disqualifying assets, which could have a material adverse effect on us, which may result in the Company not having, and not being able to acquire, the funds to repay the Compound Bonds being issued in this offering.

 

Registration under the Investment Company Act would require us to comply with a variety of substantive requirements that impose, among other things:

 

  limitations on capital structure;
     
  restrictions on specified investments;
     
  restrictions on leverage or senior securities;
     
  restrictions on unsecured borrowings;
     
  prohibitions on transactions with affiliates; and
     
  compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly increase our operating expenses.

 

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If we were required to register as an investment company but failed to do so, we could be prohibited from engaging in our business, and criminal and civil actions could be brought against us. Registration with the SEC as an investment company would be costly, would subject us to a host of complex regulations and would divert attention from the conduct of our business, which could materially and adversely affect us. In addition, we would no longer be eligible to offer our securities under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”) if we were required to register as an investment company.

 

If we are deemed to be an investment company under the Investment Company Act and are therefore ineligible to rely on Regulation A to sell securities, the unregistered issuance of our securities to investors pursuant to this Offering would be considered in violation of Section 5 of the Securities Act if there was no other available exemption from registration for this issuance giving the investors a right of rescission.

 

We rely on the exception set forth in Section 3(c)(5)(C) of the Investment Company Act, however, if the Company is deemed to be an investment company under the Investment Company Act, we would no longer be eligible to offer our securities under Regulation A of the Securities Act in this Offering, or at all. If this occurs, the Company will have to immediately terminate this Offering. The unregistered issuance of our securities to investors pursuant to this Offering would be considered in violation of Section 5 of the Securities Act if there was no other available exemption from registration for this issuance. The securities sold in this Offering prior to such termination would be subject to a private right of action for rescission or damages by the purchasing investors. Additionally, the Company may not have the funds required to address all rescissions if a large number of investors seek rescission at the same time, and as a result, we may be delayed in the delivery of funds for such rescissions and may be required to sell some of our assets, which may take significant amounts of time and may yield less than is needed to meet our rescission obligations. Additionally, the Company would not be able to raise funds in any other offering pursuant to Regulation A to meet such rescission obligations, as the Company would not be eligible to do so.

 

If we are deemed to be an investment company under the Investment Company Act and are therefore ineligible to rely on Regulation A for this Offering, it could result in a large number of investors demanding repayment in a short period of time, and the Company may not have funds to satisfy those demands.

 

We rely on the exception set forth in Section 3(c)(5)(C) of the Investment Company Act, however, in the event that the Company is deemed to be an investment company under the Investment Company Act, we would no longer be eligible to offer our Compound Bonds under Regulation A of the Securities Act in this Offering, or at all. If this occurs, it could result in a large number of investors demanding repayment in a short period of time, and the Company may not have funds to satisfy those demands. As a result, we may be delayed in the delivery of funds and may be required to sell some of our assets, which may take significant amounts of time and may yield less than is needed to meet our obligations. Additionally, the Company would not be able to raise funds in any other offering pursuant to Regulation A to meet such demands, as the Company would not be eligible to do so.

 

If we are deemed to be an investment company under the Investment Company Act and sell securities in reliance on Regulation A and operate as an unregistered investment company, we could be subject to liability under Section 5 of the Securities Act.

 

If the Company is deemed to be an investment company under the Investment Company Act, and if we sell securities in reliance on Regulation A and operate as an unregistered investment company due to a failure to qualify for the Section (3)(c)(5)(C) exception of the Investment Company Act, for any Compound Bonds sold by us in reliance on Regulation A, the Company could be liable for violating Section 5 of the Securities Act if any of the securities issued in this Offering would be considered to be an unregistered issuance of securities if no other exemption from registration is available. Section 5 allows purchasers to sue the Company for selling a non-exempt security without registering it; the purchasers may seek rescission with interest, or damages if the purchaser sold his securities for less than he purchased them. The Company could also be subject to enforcement action by the SEC that claims a violation of Section 5 of the Securities Act. Additionally, if the Company was required to register as an investment company but failed to do so and therefore operated as an unregistered investment company, the Company could be subject to monetary penalties and injunctive relief in an action brought by the SEC.

 

Qualifying for an exception from the Investment Company Act may restrict our operating flexibility.

 

As stated above, if at any time we may be deemed an “investment company,” we believe we will be afforded an exception under Section 3(c)(5)(C) of the Investment Company Act. To qualify for this exemption, we must ensure our asset composition meets certain criteria. Generally, 55% of our assets must consist of qualifying mortgages and other liens on and interests in real estate and the remaining 45% must consist of other qualifying real estate-type interests. Maintaining this exception may adversely impact our ability to acquire or hold investments, to engage in future business activities that we believe could be profitable, or could require us to dispose of investments that we might prefer to retain. If we are required to register as an “investment company” under the Investment Company Act, then the additional expenses and operational requirements associated with such registration may materially and adversely impact our financial condition and results of operations in future periods.

 

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Risks Related to Compound Bonds and this Offering

 

The characteristics of the Compound Bonds, including interest rate, no maturity date, lack of collateral security or guarantee, and lack of liquidity, may not satisfy your investment objectives.

 

The Compound Bonds may not be a suitable investment for you, and we advise you to consult your investment, tax and other professional financial advisors prior to purchasing Compound Bonds. The characteristics of the notes, including no maturity date, repayable at your demand, redeemable by us, interest rate, lack of collateral security or guarantee, and lack of liquidity, may not satisfy your investment objectives. The Compound Bonds may not be a suitable investment for you based on your ability to withstand a loss of interest or principal or other aspects of your financial situation, including your income, net worth, financial needs, investment risk profile, return objectives, investment experience and other factors. Prior to purchasing any Compound Bonds, you should consider your investment allocation with respect to the amount of your contemplated investment in the Compound Bonds in relation to your other investment holdings and the diversity of those holdings.

 

Holders of Compound Bonds are exposed to the credit risk of our company.

 

Compound Bonds are our full and unconditional obligations. If we are unable to make payments required by the terms of the notes, you will have an unsecured claim against us. Compound Bonds are therefore subject to non-payment by us in the event of our bankruptcy or insolvency. In an insolvency proceeding, we cannot assure you that you will recover any remaining funds. Moreover, your claim may be subordinate to that of any senior creditors and any secured creditors to the extent of the value of their security.

 

The Compound Bonds are unsecured obligations.

 

The Compound Bonds do not represent an ownership interest in any specific Compound loans, their proceeds, or their assets. The Compound Bonds are unsecured general obligations of the Company only and not any Compound borrower. The Compound Bonds will be general unsecured obligations and will rank equally with all of our other unsecured debt unless such debt is senior to or subordinate to the Compound Bonds by their terms. We may issue secured debt in our sole discretion without notice to or consent from the holders of Compound Bonds. Therefore, as unsecured obligations, there is no security to be provided to the holders of the Compound Bonds.

 

There is no public market for Compound Bonds, and none is expected to develop.

 

Compound Bonds are newly issued securities. Although under Regulation A the securities are not restricted, Compound Bonds are still highly illiquid securities. No public market has developed nor is expected to develop for Compound Bonds, and we do not intend to list Compound Bonds on a national securities exchange or interdealer quotational system. You should be prepared to hold your Compound Bonds as Compound Bonds are expected to be highly illiquid investments.

 

Holders of the Compound Bonds will have no voting rights.

 

Holders of the Compound Bonds will have no voting rights and therefore will have no ability to control the Company. The Compound Bonds do not carry any voting rights and therefore the holders of the Compound Bonds will not be able to vote on any matters regarding the operation of the Company. As a bondholder purchaser in this offering will have no right to vote upon or receive notice of any corporate actions we may undertake which you might otherwise have if you owned equity in our Company.

 

There is a risk that the Compound Website and the Compound App will not be able to handle a large number of investors subscribing to this offering.

 

Although the Compound Fintech Platform (consisting of the Compound Website and the Compound App) has been designed to handle numerous purchase orders and prospective investors, we cannot predict the response of the Compound Fintech Platform to any particular issuance of Compound Bonds pursuant to this offering circular. You should be aware that if a large number of investors try to access the Compound Fintech Platform at the same time and submit their purchase orders simultaneously, there may be a delay in receiving and/or processing your purchase order. You should also be aware that general communications and internet delays or failures unrelated to the Compound Fintech Platform and the Compound App, as well as website capacity limits or failures may prevent purchase orders from being received on a timely basis by the Compound Fintech Platform. We cannot guarantee you that any of your submitted purchase orders will be received, processed and accepted during the offering process.

 

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There is a risk that the Compound Website, the Compound App, or our backend computer systems may be hacked.

 

We receive, collect, process, transmit, store, and use a large volume of personally identifiable information and other sensitive data from borrowers and purchasers of the Compound Bonds and services on the Compound Fintech Platform (consisting of the Compound Website and the Compound App). There is a risk that the Compound Fintech Platform and/or the database and backend computer systems it interfaces with may be hacked. Compound Bonds will be issued by computer-generated program via our website and electronically signed by us in favor of the investor. The Compound Bonds will be stored by us and will remain in our custody for ease of administration. In today’s environment, cyberattacks are perpetrated by identity thieves, unscrupulous contractors and vendors, malicious employees, business competitors, prospective insider traders and market manipulators, so-called “hacktivists,” terrorists, state-sponsored actors and others. Many companies that utilize technology in the business operations, such as ours are subject to the risk that they may be hacked. Even the most diligent cybersecurity efforts will not address all cyber risks that the Company faces. We cannot assure you that we’ll be able to prevent any such hacks by third parties, and if we experience these hacks, the effects would cause an adverse effect on our business operations and will jeopardize the privacy of our user’s data, and can lead to us having to cease operations altogether.

 

The Compound Bond Holders may be subject to fees by third parties.

 

Compound Bond investors that purchase Compound Bonds will not be charged a servicing fee for their investment. Other financial intermediaries, however, if engaged by you, may charge you commissions or fees.

 

Because the Compound Bonds will have no sinking fund, insurance, or guarantee, you could lose all or a part of your investment if we do not have enough cash to pay.

 

There is no sinking fund, insurance or guarantee of our obligation to make payments on the Compound Bonds. We will not contribute funds to a separate account, commonly known as a sinking fund, to make interest or principal payments on the Compound Bonds. The Compound Bonds are not certificates of deposit or similar obligations of, and are not guaranteed or insured by, any depository institution, the Federal Deposit Insurance Corporation, the Securities Investor Protection Corporation, or any other governmental or private fund or entity. Therefore, if you invest in the Compound Bonds, you will have to rely only on our cash flow from operations and possible funding from CH, our parent company, for repayment of principal and interest upon your demand of repayment or upon redemption by us. If our cash flow from operations and possible funding from CH, our parent company, are not sufficient to pay any amounts owed under the Compound Bonds, then you may lose all or part of your investment.

 

By purchasing Compound Bonds in this Offering, unless you opt-out in accordance with the terms of the Compound Bond Investor Agreement, you are bound by the arbitration provisions contained in our Compound Bond Investor Agreement to be used for subscriptions in this offering which limits your ability to bring class action lawsuits or seek remedies on a class basis and waives the right a trial by jury.

 

By purchasing shares in this Offering, unless you opt-out in accordance with the terms of the Compound Bond Investor Agreement, you agree to be bound by the arbitration, jury waiver and class action waiver provisions contained in Section 13 of our Investor Purchase Agreement to be used for subscriptions on this offering. Pursuant to the terms of the Compound Bond Investor Agreement, the holders of Compound Bonds and the Company will agree to (i) resolve disputes of the holders of Compound Bonds through binding arbitration, instead of through courts of general jurisdiction or through a class action and (ii) waive the right to a trial by jury and to participate in any class action. Pursuant to the terms of the Compound Bond Investor Agreement, if a holder of Compound Bonds does not agree to the terms of the arbitration provision, the holder of Compound Bonds may opt-out of the arbitration provision by sending an arbitration opt-out notice to the Company within thirty (30) days of the holder’s first electronic acceptance of the Compound Bond Investor Agreement. If the opt-out notice is not received within thirty (30) days, the holder of Compound Bonds will be deemed to have accepted all terms of the arbitration provision, including the class action and jury waiver. If the investor opts out of the arbitration provision, the investor has also opted out of the jury trial and class action waivers. As arbitration provisions in commercial agreements have generally been respected by federal courts and state courts of Delaware, we believe that the arbitration provision in the Compound Bond Investor Agreement is enforceable under federal law and the laws of the State of Delaware. Although holders of Compound Bonds will be subject to the arbitration provisions of the Compound Bond Investor Agreement, the arbitration provisions do not preclude holders of Compound Bonds from pursuing claims under the U.S. federal securities laws in federal courts. THE ARBITRATION PROVISION OF THE COMPOUND BOND INVESTOR AGREEMENT IS NOT INTENDED TO BE DEEMED A WAIVER BY ANY HOLDER OF COMPOUND BONDS OF THE COMPANY’S COMPLIANCE WITH THE U.S. FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. THE ARBITRATION PROVISION OF THE COMPOUND BOND INVESTOR AGREEMENT DO NOT APPLY TO CLAIMS BROUGHT UNDER THE EXCHANGE ACT AND SECURITIES ACT.

 

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The Compound Bond Investor Agreement provides that, to the extent permitted by law, each party to the Compound Bond Investor Agreement waives the right to a jury trial or class action of any claim they may have against us arising out of or relating to our Compound Bonds or the Compound Bond Investor Agreement. If we were to oppose a jury trial or class action demand based on such waiver, the court would determine whether the waiver was enforceable based upon the facts and circumstances of that case in accordance with applicable state and federal law, including whether a party knowingly, intelligently and voluntarily waived the right to a jury trial or class action. The bondholders of Compound Bonds will be subject to these provisions of the Compound Bond Investor Agreement to the extent permitted by applicable law. THE WAIVER OF THE RIGHT TO A JURY TRIAL AND CLASS ACTION CONTAINED IN THE COMPOUND BOND INVESTOR AGREEMENT IS NOT INTENDED TO BE DEEMED A WAIVER BY ANY HOLDER OF COMPOUND BONDS OF THE COMPANY’S COMPLIANCE WITH THE U.S. FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. THE JURY WAIVER AND CLASS ACTION WAIVER PROVISIONS OF THE COMPOUND BOND INVESTOR AGREEMENT DO NOT APPLY TO CLAIMS BROUGHT UNDER THE EXCHANGE ACT AND SECURITIES ACT.

 

If the investor opts out of the arbitration provision, the investor has also opted out of the jury trial and class action waivers. If an investor does not opt-out, as described above, the rights of the adverse bond holder to seek redress in court would be severely limited. These restrictions on the ability to bring a class action lawsuit may result in increased costs and/or reduced remedies, to individual investors who wish to pursue claims against the Company.

 

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PLAN OF DISTRIBUTION

 

We are offering up to $75 million of our Compound Bonds pursuant to this offering circular.3 Compound Bonds being offered hereby will only be offered through the Compound Website at www.compoundrealestatebonds.com or through the Compound App which may be downloaded for free from the Apple Store or from Google Play. This offering circular will be furnished to prospective investors before or at the time of all written offers and will be available for viewing on our website, as well as on the SEC’s website at www.sec.gov.

 

Establishing an Compound Bonds Account on the Compound Website

 

The first step to being able to purchase Compound Bonds is to set up an account, which we refer to as a “Compound Bonds Account.” In order to set up an Compound Bonds Account, you need to do the following:

 

  if you are an individual, you will need to establish an Compound Bonds Account through the Compound Website or App by registering and providing your name, email address, social security number, the type of account and other specified information;
     
  if you are subscribing for the Compound Bonds as a corporation, limited liability company, partnership, or other entity, the entity will need to establish an Compound Bonds Account through the Compound Website by registering and providing the name of the organization, the type of organization, email address, tax identification number, type of account and other specified information; and
     
  in either case, you must agree to our terms of use and privacy policy which provide for the general terms and conditions of using the Compound Website and other applicable terms and conditions.

 

By subscribing for Compound Bonds, you will be consenting to receiving all notifications required by law or regulation or provided for by the Compound Website electronically at your last electronic address you provided to us.

 

After you have successfully registered with the Compound Website or App, you may view the Compound Bond offering circular and related documents. Please note that you are not obligated to submit a subscription for any Compound Bonds simply because you have registered on the Compound Website.

 

If you have difficulty opening an account or otherwise using the Compound Website, you may use the live help button on the website or the App to connect with a customer service representative. Customer service representatives will help you with technical issues related to your use of the Compound Website. However, customer service representatives will not provide you with any investment advice, nor how much to invest in Compound Bonds, or the merits of investing or not investing in Compound Bonds.

 

Establishing an Account Using the Compound App

 

Procedurally, Compound App users register on the application via the Compound Website or via the mobile App, which may be downloaded for free from the Apple Store or from Google Play and simply link to their bank account. Whenever users want to buy a bond they click the “Buy Bonds” button to purchase. If they would like to purchase via their spare change round-ups they can also link a debit card or credit card to the App for this purpose. If the round-up feature is engaged, every time the user shops or completes any checking account transaction, the App automatically rounds up their purchase to the next dollar, tracks the spare change and then permits the user to use it to invest in the Compound Bonds. The user’s linked bank account is monitored and the money is transferred via ACH and automatically used to purchase a Compound Bond once the round up amounts reach $10.00. Users can also make one time or recurring purchases of Compound Bonds.

 

 
3As of November 30, 2023, 247,412 Compound Bonds have been sold for $10 each, and 102,655 of the Compound Bonds have been redeemed by investors, leaving 144,700 Compound Bonds outstanding(representing a total liability of $1,506,584.05 when compounded interest is included) and intends to raise up to $72,325,880 in additional capital through this offering. No Bond Rewards have been issued.

 

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Subscribing for Compound Bonds

 

Once you have opened an Compound Bond Account, in order for you to complete a subscription for Compound Bonds, you must first provide funds. We will instruct you on how to do so. You may then submit purchase orders by:

 

  indicating the amount of Compound Bonds that you wish to purchase;

 

  reviewing the applicable offering circular for Compound Bonds, including the Form of Bond;
     
  submitting a subscription order by clicking the “Buy Bonds” button; and
     
  reviewing the subscription to ensure accuracy, checking the box to confirm accuracy and confirming the subscription by clicking the confirmation button.

 

You will not be able to subscribe for an Compound Bond unless you have completed all of the above steps.

 

Once you submit a subscription to the Compound Website, your subscription will constitute an offer to purchase Compound Bonds. For purposes of the electronic order process at the Compound Website, the time as maintained on the website will constitute the official time of a subscription.

 

As part of these terms and conditions to subscribe to purchase Compound Bonds, you will be required to certify to us that:

 

  you will have had the opportunity to view this offering circular and any offering circular supplement each time you purchase Compound Bonds;
     
  if you are an individual investor, your subscription is submitted for and on behalf of your account;
     
  if you are an organization, your subscription has been submitted by an officer or agent who is authorized to bind the organization; and
     
  you had the opportunity to review the Compound Bond Investor Agreement, meet the qualifications to subscribe for Compound Bonds and agree to be legally bound by the terms and conditions of the agreement.

 

Your subscription and all other consents submitted through the Compound Website are legal, valid and enforceable contracts. We are not providing any investment or tax advice to subscribers of Compound Bonds. We are not a broker dealer or investment adviser. The Compound Bonds may not be a suitable investment for you, even if you qualify to purchase Compound Bonds. Moreover, even if you qualify to purchase Compound Bonds and place a subscription, you may not receive an allocation of Compound Bonds for any number of reasons.

 

Minimum and Maximum Investment Amount

 

The minimum investment amount per subscriber in this offering is $10. There is no maximum investment amount per subscriber in this offering.

 

No Escrow

 

The proceeds of this offering will not be placed into an escrow account. We will offer our Compound Bonds on a best efforts basis. As there is no minimum offering amount, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds as set forth in the “Use of Proceeds” section of this Offering Circular.

 

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Compound Bond Rewards Program

 

The Company has created the Compound Bond Rewards Program (“Bond Rewards Program”) to provide (i) investors (each a “Referrer”) who meet eligibility standards set forth in this offering circular the opportunity to receive Compound Bonds as a thank you for referring a friend or family member to open an account on the Compound Fintech Platform and (ii) new members of the Compound Fintech Platform (each a “Referee”) who meet eligibility standards set forth in this offering circular the opportunity to receive Compound Bonds as a thank you for opening an account on the Compound Fintech Platform as a result of an eligible referral. Each eligible Referrer and eligible Referee will be entitled to receive an award of one Compound Bond valued at $10.00 each (each a “Bond Reward”) per eligible referral, subject to a limitation of 50 Compound Bonds per Referrer account and Referee account per calendar year. Bond Rewards will be fulfilled through Compound Bonds issued under the offering statement of which this offering circular forms a part.

 

Bond Rewards

 

A Bond Reward will be made to each an eligible Referrer and eligible Referee to receive one Compound Bond valued at $10.00 each per eligible referral for which an eligible Referrer refers an eligible Referee as a result of which the Referee has opened a qualifying account using a unique referral link designated to the Referrer (the “Referral Offer”). The Referee would not be required to fund his or her account on the Compound Fintech Platform in order for the Referrer and the Referee to each receive a Bond Reward. In other words, the Referee would not be required to purchase an Compound Bond in order for the Referrer and the Referee to each receive a Bond Reward. The Compound Bond will be awarded at the account level. We will generally process a Bond Reward for a Referral Offer and deposit the Compound Bond issued pursuant to the Bond Reward in such Referrer’s account and Referee’s account within 15 days following the date the Referee opens a qualifying account with the unique referral link designated to the Referrer. Notwithstanding the foregoing, Bond Rewards are limited to 50 Compound Bonds per Referrer account and per Referee account per calendar year.

 

There are no expenses charged to participants in connection with Bond Rewards under the Bond Rewards Program. All costs of administering the Bond Rewards Program will be paid by us. Our Compound Bonds may not be available under the Bond Rewards Program in all states or jurisdictions. We are not making an offer to sell our Compound Bonds in any jurisdiction where the offer or sale is not permitted.

 

This offering circular sets forth the terms of the Bond Rewards Program. We will determine any question of interpretation arising under the Bond Rewards Program, and any such determination will be final. Any action taken by us to effectuate the Bond Rewards Program in the good faith exercise of our judgment will be binding on all parties.

 

Any questions regarding the Bond Rewards Program should be referred to our customer care at support@compoundrealestatebonds.com.

 

Eligibility

 

In order for you to receive a Bond Reward as a Referrer for referring a friend or family member to join the Compound Fintech Platform or as a Referee for joining the Compound Fintech Platform, such Referee must open an account on the Compound Fintech Platform and must have used to open the Referee’s account the unique referral link that we assigned to the Referrer. The Referee would not be required to fund his or her account on the Compound Fintech Platform in order for the Referrer and the Referee to receive a Bond Reward. In other words, the Referee would not be required to purchase an Compound Bond in order for the Referrer and the Referee to each receive a Bond Reward. You must be a U.S. resident of majority age and you must meet the Applicable Restrictions set forth below.

 

Applicable Restrictions

 

The following types of Referrer and Referee accounts are excluded from eligibility to receive a Bond Reward: government accounts, employee accounts, other accounts designated by the Company as “special” accounts, VIP accounts, and dealer accounts. To determine if your account is eligible, you should check your account at the Compound App or at the Compound Website, or contact our customer service at support@compoundrealestatebonds.com.

 

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The Bond Rewards Program is currently available only to U.S. residents (including residents of Puerto Rico), and you may only participate if you are of the age of majority for the state in which you reside. We may later allow foreign residents to join the Bond Rewards Program, which may depend upon your country of residence and other factors as we determine in our discretion. Bond Rewards are limited to 50 Compound Bonds per Referrer account and per Referee account per calendar year.

 

If the Referrer or Referee requests the repayment of Compound Bonds in the aggregate principal amount greater than $50,000, the Company may make such repayment to such Referrer or Referee within thirty (30) days of the request for such repayment.

 

Bond Rewards are not transferable.

 

Electronic Book-Entry of Compound Bonds

 

Compound Bonds in the Bond Rewards Program will be maintained in your name in book-entry form. Physical certificates are not available.

 

State Law Exemption and Offerings to “Qualified Purchasers”

 

Our Compound Bonds are being offered and sold only to “qualified purchasers” (as defined in Regulation A under the Securities Act). As a Tier 2 offering pursuant to Regulation A under the Securities Act, this offering will be exempt from state “Blue Sky” law review, subject to certain state filing requirements and anti-fraud provisions, to the extent that the Compound Bonds offered hereby are offered and sold only to “qualified purchasers” or at a time when the Compound Bonds are listed on a national securities exchange. “Qualified purchasers” include:

 

  “accredited investors” under Rule 501(a) of Regulation D of the Securities Act; and
     
  all other investors so long as their investment in Compound Bonds does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons).

 

Accordingly, we reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.

 

Investment Amount Limitations

 

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, you are encouraged to refer to www.investor.gov.

 

As a Tier 2, Regulation A offering, investors must comply with the 10% limitation to investment in the Offering. The only investor in this Offering exempt from this limitation is an accredited investor, an “Accredited Investor,” as defined under Rule 501 of Regulation D. If you meet one of the following tests you should qualify as an Accredited Investor:

 

  (i) You are a natural person who has had individual income in excess of $200,000 in each of the two most recent years, or joint income with your spouse or spousal equivalent in excess of $300,000 in each of these years, and have a reasonable expectation of reaching the same income level in the current year;

 

  (ii) You are a natural person and your individual net worth, or joint net worth with your spouse or spousal equivalent, exceeds $1,000,000 at the time you purchase the Compound Bonds (please see below on how to calculate your net worth);

 

  (iii) You are a director, executive officer or general partner of the issuer or a manager or executive officer of the general partner of the issuer;

 

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  (iv) You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, a corporation, a Massachusetts or similar business trust or a partnership or limited liability company, not formed for the specific purpose of acquiring the Compound Bonds, with total assets in excess of $5,000,000;
     
  (v) You are a bank or a savings and loan association or other institution as defined in the Securities Act, a broker or dealer registered pursuant to Section 15 of the Exchange Act, an investment advisor registered pursuant to the Investment Advisers Act of 1940 or registered pursuant to the laws of a state, an investment advisor relying on the exemption of registering with the SEC under the Investment Advisers Act of 1940, an insurance company as defined by the Securities Act, an investment company registered under the Investment Company Act of 1940, or a business development company as defined in that act, any Small Business Investment Company licensed by the Small Business Investment Act of 1958, or a Rural Business Investment Company as defined in the Consolidated Farm and Rural Development Act, or a private business development company as defined in the Investment Advisers Act of 1940;

 

  (vi) You are an entity (including an Individual Retirement Account trust) in which each equity owner is an accredited investor;
     
  (vii) You are a trust with total assets in excess of $5,000,000, your purchase of Compound Bonds is directed by a person who either alone or with his purchaser representative(s) (as defined in Regulation D promulgated under the Securities Act) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, and you were not formed for the specific purpose of investing in the Compound Bonds; or
     
  (viii) You are a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;
     
  (ix) You are an entity, of a type not listed in the above paragraphs iv, v, vi, vii, or viii, not formed for the specific purpose of acquiring the Compound Bonds, owning investments in excess of $5,000,000;
     
  (x) You are a natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the SEC has designated as qualifying an individual for accredited investor status;
     
  (xi) You are a “family office,” as defined by the Investment Advisers Act of 1940, with assets under management in excess of $5,000,000, and is not formed for the specific purpose of acquiring the Compound Bonds, and your prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; or
     
  (xii) You are a “family client,” as defined under the Investment Advisers Act of 1940, of a family office meeting the requirements in the above paragraph xi, and your prospective investment in the issuer is directed by such family office pursuant to the above paragraph xi.

 

For the purposes of calculating your Net Worth, it is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the fiduciary directly or indirectly provides funds for the purchase of the Compound Bonds.

 

In order to purchase Compound Bonds and prior to the acceptance of any funds from an investor, an investor will be required to represent, to our satisfaction, that he or she is either an accredited investor or is in compliance with the 10% of net worth or annual income limitation on investment in this offering.

 

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Offering Period and Expiration Date

 

The termination of the offering will occur on the earlier of (i) the date that subscriptions for and rewards of the Compound Bonds offered hereby equal $75,000,000 or (ii) an earlier date determined by the Company in its sole discretion. We reserve the right to terminate this offering for any reason at any time. The offering of Compound Bonds for cash could terminate prior to the Bond Rewards Program offering if we have sold all of the Compound Bonds but have not issued all of the Compound Bonds in the Bond Rewards Program offering. The Bond Rewards Program offering could terminate prior to the offering of Compound Bonds for cash if all of the Compound Bonds offered in the Bond Rewards Program offering have been awarded but not all of the Compound Bonds for cash have sold. If one of these offerings has closed but the other offering is ongoing, we will inform investors by filing a supplement to this offering circular with the SEC.

 

Compound Website Operation

 

Although the Compound Website and App has been designed to handle numerous purchase orders and prospective investors, we cannot predict the response of the Compound Website to any particular issuance of Compound Bonds pursuant to this offering circular. You should be aware that if a large number of investors try to access the Compound Website at the same time and submit their purchase orders simultaneously, there may be a delay in receiving and/or processing your purchase order. You should also be aware that general communications and internet delays or failures unrelated to the Compound Website, as well as website capacity limits or failures may prevent purchase orders from being received on a timely basis by the Compound Website. We cannot guarantee you that any of your submitted purchase orders will be received, processed and accepted during the offering process.

 

Orders will typically be processed by our payment processor within 4 to 5 business days following the order. You may not withdraw the amount of your purchase order, unless the purchase is withdrawn or cancelled. Once a purchase order is accepted and processed, it is irrevocable. Interest does not accrue until the purchase funds have cleared.

 

Prior to submitting a purchase order, you will be required to acknowledge receipt of the offering documents for the Compound Bonds that you wish to purchase. In the case of an entity investor, the prospective investor will be required to make representations regarding the authority of the signatory to enter into the agreement and make representations on behalf of the entity.

 

The minimum purchase order that you may submit to purchase Compound Bonds is $10, and subject to consideration there is no maximum purchase order that may be submitted, except for non-accredited investors, whose purchases will be subject to the following limits pursuant to SEC Rule 251(d)(2)(C):

 

  natural non-accredited persons may only invest the greater of 10% of their annual income or net worth; and
     
  non-natural non-accredited persons may invest up to 10% of the greater of their net assets or revenues for the most recently completed fiscal year.

 

Under Rule 251 of Regulation A, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed 10% of the greater of the purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). A non-accredited, natural person may only invest funds which do not exceed 10% of the greater of the purchaser’s annual income or net worth (please see below on how to calculate your net worth).

 

For the purposes of calculating your Net Worth, it is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the fiduciary directly or indirectly provides funds for the purchase of the Compound Bonds.

 

In order to purchase Compound Bonds and prior to the acceptance of any funds from an investor, an investor will be required to represent, to our satisfaction, that he or she is either an accredited investor or is in compliance with the 10% of net worth or annual income limitation on investment in this offering.

 

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Tax and Legal Treatment

 

Compound Bonds will receive interest income. At the end of the calendar year, investors with over $10 of realized interest will receive a form 1099-INT. These will need to be filed in accordance with the United States Tax Code. Investor’s tax situations will likely vary greatly and all tax and accounting questions should be directed towards a certified public accountant.

 

IRA

 

If an investor opens a new IRA account on the Compound Fintech Platform and makes a minimum investment of $2,500, we will pay all of his or her third-party fees associated with opening the IRA account on the Compound Fintech Platform through one of our integrated partners.

 

Auto-Invest Program

 

Following the user’s initial purchase of Compound Bonds, they can elect to participate in our auto-invest program, or the “Auto-Invest Program,” which allows them to automatically invest in additional Compound Bonds on a recurring basis (e.g., daily, bi-weekly or monthly) subject to an amount and investment parameters that they designate.

 

If they elect to participate in the Auto-Invest Program, we will automatically place orders for Compound Bonds that match the amount and parameters they designate. Investors may affirmatively elect to participate or cancel their participation in the Auto-Invest Program by selecting “on” or “off” in their Compound accounts. As part of affirmatively electing to participate in the Auto-Invest Program by selecting “on”, the investor will choose the frequency of such investor’s recurring investments (e.g., daily, weekly, bi-weekly or monthly) and the amount of such recurring investment. In addition, the investor will choose which bank account from which the funds would be drawn for purposes of the Auto-Invest Program. Upon affirmatively electing to participate in the Auto-Invest Program, the investor will be asked to agree to the terms and conditions of the Compound Bond Investor Agreement. Prior to each “auto investment,” the investor will be asked to reconfirm the terms and conditions of the Compound Bond Investor Agreement which they originally agreed to, such as that the investor continues to be either an accredited investor or in compliance with the 10% of net worth or annual income limitation on investment in this offering. Such communication will contain a URL hyperlink to, or an electronic copy of, this offering circular as revised from time to time by supplements filed with the SEC, in accordance with SEC Rule 251(d)(1). If no reconfirmation is received by us from the investor prior to a scheduled “auto-investment,” the “auto-investment” shall not be executed. If a reconfirmation is received by us from the investor prior to a scheduled “auto-investment,” we will send a confirmatory email to the investor denoting the amount invested upon such “auto-investment” and containing a URL hyperlink to, or an electronic copy of, this offering circular as revised from time to time by supplements filed with the SEC, in accordance with SEC Rule 251(d)(2).

 

Holders of Compound Bonds will have access to current information regarding their Compound Bonds by viewing their account on the Compound Website or App. Users can review, adjust, cancel, pause, or restart the Auto-Invest Program at any time by making the appropriate selection within their account or by contacting us.

 

We intend to treat any sales of Compound Bonds made pursuant to the Auto-Invest Program as sales chargeable against the aggregate total of offered securities pursuant to the offering circular and to include such sales when calculating the $75 million cap in offering proceeds raised under any qualified offering statement within a 12 month period in accordance with SEC Rule 251(a).

 

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USE OF PROCEEDS

 

If we sell all $74,800,000 of Compound Bonds offered hereby for cash, we estimate we will receive net proceeds from this offering of approximately $73,174,000. All of our expenses in this offering, which we estimate will be approximately $130,000 (including offering expenses, excluding state notice filing fees), will be paid out of the proceeds of this offering. As of November 30, 2023 the Company has paid approximately $90,000 in offering expenses and owes CAS (its Affiliates) an additional $48,310 for expenses paid on its behalf. The offering proceeds may also be used to pay a license fee to CH (our parent) in the amount of 2% of the value of the total Compound Bonds sold on the Compound Fintech Platform. The Company’s parent has not yet, and do not intend, to collect this license fee until the Company has total assets of at least $3,000,000.

 

We intend to use (i) approximately 80% of the net proceeds from this offering to purchase or otherwise acquire mortgages and other liens on and interests in real estate and (ii) up to 5% of the proceeds for working capital and for general corporate purposes, including the reimbursement amounts due under the Administrative Services Agreement (the “Administrative Services Agreement”) with Compound Administrative Services LLC. During operations, we will strive to keep as a reserve of cash and cash-equivalent assets equal to approximately 20% of our assets available to satisfy redemptions. Reimbursement amounts due to Compound Administrative Services under the Administrative Services Agreement will be paid using the proceeds of this offering allocated to working capital and distributions from Compound Lending, the Company’s operating subsidiary (generated from the income from the operations from Compound Lending), which reimbursement payments will accrue and be made on an annual basis. We reserve the right however to change the estimated use of proceeds from this offering at any time so long as doing so does not result in the loss of our exception from the Investment Company Act.

 

However, we cannot guarantee that we will sell all of the Compound Bonds being offered by us for cash. The following table summarizes how we anticipate using the gross proceeds of this Offering assuming the Compound Bonds depending upon whether we sell 25%, 50%, 75%, or 100% (Maximum Offering Amount) of the Compound Bonds being offered in the Offering for cash:

 

   

If 25% of
Bonds Sold
for Cash

   

If 50% of
Bonds Sold
for Cash

   

If 75% of
Bonds Sold
for Cash

   

If 100% of
Bonds Sold
for Cash

 
Gross Proceeds   $ 18,700,000     $ 37,400,000     $ 56,100,000     $ 74,800,000  
                                 
CH License Fee (2% of sales on Compound Fintech Platform)(1)     (374,000 )     (748,000 )     (1,122,000 )     (1,496,000 )
Other Offering Expenses (Legal, Accounting, Etc.)   $ (130,000 )   $ (130,000 )   $ (130,000 )   $ (130,000 )
Net Proceeds   $ 18,196,000     $ 36,522,000     $ 54,848,000     $ 73,174,000  
                                 
Our intended use of the net proceeds is as follows:                                
Acquisition of Mortgages and Other Liens on and Interests in Real Estate     (14,556,800 )     (29,217,600 )     (43,878,400 )     (58,539,200 )
                                 
Working Capital and General Corporate Purposes(2)     (909,800 )     (1,826,100 )     (2,742,400 )     (3,658,700 )

 

 
(1) The Company’s parent has not yet sought payment of the CH License Fee (equal to 2% of the value of the total Compound Bonds sold on the Compound Fintech Platform each year) and will not see such payments until the Company has total assets of at least $3,000,000.
(2) The amount for working capital and general corporate purposes is calculated as 5% of the net proceeds of this offering and includes the accrual for the reimbursement amounts due under the Administrative Services Agreement. Additionally, this amount is intended to be allocated as follows: 90% of such amount shall be allocated to working capital, which includes the accrual amounts for the reimbursements due under the Administrative Services Agreement and 10% shall be allocated to general corporate purposes. The accrual for the reimbursement amounts due under the Administrative Services Agreement is based on allocation of employee time spent in connection with the Company, and will be paid out of working capital and distributions from Compound Lending, the Company’s operating subsidiary (generated from the income from the operations from Compound Lending). The Company will not directly (or indirectly through an affiliate) transfer any of the offering proceeds to any affiliates, including CH and its other subsidiaries, other than to Compound Administrative Services pursuant to the terms of the Administrative Services Agreement and to Compound Lending for purposes of carrying out our business plan. Additionally, 90% of the 5% of offering proceeds available for working capital and general corporate purposes is the maximum percentage of offering proceeds beyond which the Company would not transfer any additional funds to Compound Administrative Services.

 

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We intend to use the net proceeds of this offering to acquire “mortgages and other liens on and interests in real estate” constituting approximately 80% of our assets. We expect that 100% of our assets (other than cash and cash equivalents) will be comprised of real estate assets (which may include interests in whole pool mortgage-backed securities (MBS) and debt obligations secured by a pool of whole mortgage loans). We do not intend to acquire assets that have no relationship to real estate.

 

While we are currently in the process of deploying the assets we have raised through the date of this Amended Preliminary Offering Circular, our assets are currently held as Cash and Cash Equivalents. Pending use of the net proceeds from this offering, and in order to maintain sufficient liquid assets on hand to promptly honor repayment demands of bond holders, we may invest in short- and intermediate-term interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

 

The Company will not receive any proceeds from the redemption of up to $200,000 worth of Bond Rewards under the Bond Rewards Program for eligible referrals (not for cash).

 

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INVESTMENT COMPANY ACT LIMITATIONS

 

A company that is treated as an “investment company” under the Investment Company Act is subject to stringent regulation. If we are deemed to be an investment company, we may be required to register as an investment company if we are unable to dispose of the disqualifying assets, which could have a material adverse effect on us.

 

Registration under the Investment Company Act would require us to comply with a variety of substantive requirements that impose, among other things:

 

  limitations on capital structure;
     
  restrictions on specified investments;
     
  restrictions on leverage or senior securities;
     
  restrictions on unsecured borrowings;
     
  prohibitions on transactions with affiliates; and
     
  compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly increase our operating expenses.

 

If we were required to register as an investment company but failed to do so, we could be prohibited from engaging in our business, and criminal and civil actions could be brought against us. Registration with the SEC as an investment company would be costly, would subject us to a host of complex regulations and would divert attention from the conduct of our business, which could materially and adversely affect us. In addition, we would no longer be eligible to offer our securities under Regulation A of the Securities Act if we were required to register as an investment company.

 

We anticipate that at least 80% of our assets will constitute “mortgages and other liens on and interests in real estate” (Qualifying Interests). We do not intend to acquire assets that are not cash and cash equivalents and have no relationship to real estate. As a result, and as discussed in detail below, we believe the Company will not be deemed to be an investment company because of the exception from the definition at Section 3(c)(5)(C) of the Investment Company Act, which provides that an entity “primarily engaged” in the business of “purchasing or otherwise acquiring mortgages and other liens on and interests in real estate” will not be treated as an investment company.

 

The SEC has taken the position that an issuer qualifies for the Section 3(c)(5)(C) exception if the following three conditions are satisfied:

 

  1) At least 55% of its assets consist of “mortgages and other liens on and interests in real estate.” We refer to these as “Qualifying Interests.”
     
  2) At least an additional 25% of its assets consist of “real estate-type interests” (subject to proportionate reduction if greater than 55% of the issuer’s assets are Qualifying Interests).
     
  3) Not more than 20% of the issuer’s assets consist of assets that have no relationship to real estate.

 

The SEC has also taken the position that Qualifying Interests:

 

  1) Include assets that represent an actual interest in real estate or are loans or liens “fully secured by real estate.”
     
  2) Exclude interests in the nature of securities in other issuers engaged in the real estate business.

 

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In addition, the SEC has taken the position that a mortgage loan will be treated as “fully secured by real property” where the following two conditions are satisfied:

 

  1) 100% of the fair market value of the loan was secured by real estate at the time the issuer acquired the loan. We refer to this as the “Date of Purchase Test.”
     
  2) 100% of the principal amount of the loan was secured by real estate at the time of origination. We refer to this as the “Date of Origination Test.”

 

Furthermore, the SEC has taken the position that real estate-type interests include:

 

  1) Certain mortgage-related instruments including loans where 55% of the fair market value of the loan is secured by real property at the time the issuer acquired the loan.
     
  2) Agency partial-pool certificates.

 

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OUR BUSINESS

 

Our History

 

We were incorporated under the laws of the State of Delaware on November 2, 2021, initially by Impactology Financial Corporation (“IFC”). On November 4, 2021, we issued 10,001 shares of our common stock to IFC in exchange for $50,100. On March 11, 2022, the Company effected a reverse stock split, reducing the Company’s 10,000,000 authorized shares of common stock to 5,000 shares of common stock. As a result, the 10,001 shares owned by IFC converted to 5 shares of common stock, representing all of the outstanding shares of common stock of the Company. Subsequently, on March 17, 2022, IFC transferred all of its 5 shares of the Company’s common stock to CH, which became the new parent of the Company. CH is the sole stockholder of the Company’s common stock, and was formed by the same individuals behind IFC, which is now non-operational. The purpose of establishing CH was a re-branding effort. Our wholly owned subsidiary, Compound Lending, through which we plan to operate our business, was organized as a limited liability company under the laws of the State of Delaware on March 16, 2022.

 

Our principal office is located at 1185 Avenue of the Americas, 3rd floor, New York, NY 10036 and our phone number is 1-800-560-5215. Our corporate website address is located at www.compoundrealestatebonds.com. Information contained on, or accessible through, the website is not a part of, and is not incorporated by reference into, this offering circular.

 

Background – the Compound group of companies

 

CH was incorporated under the laws of the State of Florida on September 28, 2021. Compound aims to democratize investing for everyone, by giving everyone an opportunity to invest like the 1%. As an alternative to the low interest saving accounts at traditional institutions, Compound provides consumers a 7% fixed interest earning digital bond for as little as $10. Compound Bonds harness the power of real estate to provide consumers with an attractive interest rate. The proceeds from bonds purchased by consumers will be used by the Company to acquire real estate, lent out to households and businesses through asset backed loans secured by real estate, or used to purchase existing asset-backed loans secured by real estate.

 

In its fundraising efforts, CH is initially targeting the millennials who are surpassing the baby boomers as the nation’s largest living generation and developed the Compound Fintech Platform to do so. CH’s management believes that the millennial demographic in large part has a basic distrust of traditional financial institutions, is burdened by student loans and other debt, changes employment frequently, and has difficulty saving money and/or funding a retirement program. CH believes the current financial system has not provided this generation with an attractive return on their savings held in traditional savings accounts. As an alternative, Compound Real Estate Bonds provides consumers a way to put idle money to work through a digital high yield bond. Instead of having idle money sit in low interest savings accounts in traditional financial institutions, Compound Real Estate Bonds deploys money to support communities, while bondholders earn a high interest passively, powered by real estate.

 

On November 2, 2021, our Company was formed by IFC (which subsequently established CH, our current parent company, as part of a re-branding effort, after which IFC became non-operational). Our business model is centered primarily around purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.

 

On March 16, 2022, we formed our wholly-owned subsidiary Compound Lending, LLC (“Compound Lending”). Compound Lending provides loan and investment origination and processing services for our Company. Also on March 15, 2022, CH established Compound Administrative Services.

 

In January 2022, CH launched the Compound Fintech Platform that provides tools to help people easily invest including through “spare change” round ups. Round ups monetize debit card purchases, checking account linked credit card purchases and other checking account transactions by “rounding up” each purchase to the next higher dollar until the “round up” reaches $10.00 at which time the user will automatically purchase a $10.00 Compound Bond. The application was under beta testing during 2022 and began onboarding users in January 2023. The Compound Fintech Platform interfaces with certain back-end computer software and database infrastructure developed and owned by the Company that processes and manages data provided by investors via the Compound Fintech Platform.

 

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Our business model

 

We are an early stage company, which, through our wholly owned subsidiary Compound Lending, plan to implement our business model. Our business model is centered primarily around purchasing or otherwise acquiring mortgages and other liens on and interests in real estate. We anticipate that at least 80% of our assets will consist of real estate as well as mortgages and other liens on and interests in real estate, and that the remainder of our assets will consist of real estate assets (which may include interests in whole pool mortgage-backed securities (MBS) and debt obligations secured by a pool of whole mortgage loans) and/or cash and cash equivalents. We do not intend to acquire any assets that are not cash and cash equivalents and have no relationship to real estate. We will sell Compound Bonds in this offering to provide the capital for these activities.

 

Our company’s mission is to democratize investing for everyone. We aim to provide consumers access to investing in alternative assets like the top 1 percent do, by digitizing exposure to real estate. At Compound, we work to reach underserved communities, to provide access to capital and opportunities, all within an easy-to-use and accessible mobile app.

 

Our investment strategy

 

We use a value driven investing approach where we seek to purchase real estate and real estate related debt for less than what we believe is their intrinsic value. Our flexible approach focuses on identifying quality income-producing investments across these asset classes, regardless of location or property type. While aim to build a diverse portfolio across property types and geographies, we take a high conviction thematic investment approach and aim to weigh our portfolio across markets where we believe there are strong opportunities for grown and stability.

 

Real Estate Debt and Mortgage loans:

 

The Company plans to specialize in real estate debt and offer a diverse range of loans across various asset and risk classes. The focus will be on originating and purchasing senior secured mortgages, both commercial and residential, with a strategic emphasis on secured investments through diversified allocations in 1st lien mortgages and distressed real estate acquired at a discount. The Company plans to engage in lending activities across the spectrum, catering to both prime and subprime borrowers in the commercial and residential real estate markets. Geographically, the Company plans to focus on major metropolitan areas, particularly in the Sunbelt region, Southern California, and the Greater Toronto Area (GTA) and its suburbs.

 

To this end, the Company’s overall strategy is to originate or acquire loans with the following characteristics:

 

  Senior Secured - 1st and 2nd Lien: The loans offered are senior secured, providing a higher level of protection for investors. This includes both 1st and 2nd lien mortgages, with loan-to-value (LTV) ratios of up to 70%.
   
 

Loan Amount: The Company will offer or acquire loans with amounts of up to $5 million per asset class or portfolio, ensuring flexibility in meeting the diverse financial needs of borrowers.

     
 

Points and Fees: Borrowers are expected to be subject to paying points of 2% plus additional fees, contributing to the overall cost structure of the loans.

     
 

Loan Term: The loan terms will be short-term, typically ranging from 6 to 12 months, aligning with the short-term nature of real estate debt transactions.

     
 

Payment Structure: Payments are expected to be structured as interest-only during the loan term, providing flexibility for borrowers.

 

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Yield Return: The minimum yield return targeted is 10%.

   
 

Exit Strategy: The investment strategy revolves around a short-term horizon of 6 to 12 months, providing liquidity and flexibility for the Company to capitalize on market opportunities.

   
 

Property Types: The eligible property types encompass a broad spectrum, including residential homes, apartments/condos (both new and old up to 50 years), and various commercial properties such as multi-family, office, retail, and industrial, plazas and shopping centers, Retirement and nursing homes.

 

Note that the above guidelines will be revised from time to time without notice to or the consent of investors, and that the Company retains the discretion to make exceptions on a case-by-case basis.

 

Loans are classified based on quality indicators, such as Aa, Bb+, Tier 1, Tier 2, and Non-Performing Loans (NPL). This classification system helps manage risk and tailor investment strategies to different risk profiles. Non-Performing Loan (NPL) portfolios will be evaluated on a case-by-case basis. The company may acquire distressed assets at 40%-70% of their current collateral value and aims to resell them at 75%-100%.

 

The Company intends to employ the following process in order to identify and acquire or originate Real Estate Debt and Mortgage loans:

 

(1) Loan Sourcing:

 

Engage with Mortgage Brokers, Real Estate Agents, and Attorneys: Establish relationships with professionals in the industry who can provide information on potential loan opportunities.

 

Online Marketplace Portals: Regularly review online marketplace portals to identify available loan deals.

 

Institutional Relationships: Leverage existing relationships with institutional loan traders for direct origination or acquisition of loans.

 

Loan Pool Brokers: Collaborate with loan pool brokers specializing in NPLs, Prime, and Non-Prime loans to access a variety of loan types.

 

(2) Originations:

 

Broker and Agent Interaction: Communicate with mortgage brokers, real estate agents, and attorneys to understand potential loan offerings.

 

Online Marketplace Engagement: Participate actively in online marketplace platforms to identify and evaluate available loan deals.

 

Institutional Collaboration: Collaborate with institutional loan traders to source loans directly from the market.

 

Loan Pool Assessments: Evaluate loan pools from brokers to identify opportunities in NPLs, Prime, and Non-Prime categories.

 

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(3) Due Diligence:

 

Asset-Level Model and Pricing /Review & qualification: Utilize financial models to analyze the potential risks and returns at the asset level.

 

Negotiation: Engage in negotiations with sellers or brokers to finalize pricing and terms based on the due diligence findings.

 

Investment Criteria Alignment: Verify that the loan meets Compound’s investment criteria and objectives.

 

Collateral Valuation: Conduct a thorough appraisal to determine the current value of the collateral property.

 

Credit Evaluation: Assess the creditworthiness of the borrower through a comprehensive review of their financial history.

 

Underwriting Review: Review underwriting documents to ensure compliance with standards and assess the overall viability of the loan.

 

Legal Review: Engage legal professionals to conduct a detailed review of all legal documentation and contracts.

 

(4) Closing:

 

Legal Documentation: Draft and finalize all necessary legal documentation, including loan agreements and security instruments.

 

Final Due Diligence: Conduct a final round of due diligence to ensure all conditions are met before closing.

 

Title/Lien/Report Search: Perform a comprehensive search to confirm clear title and identify any potential liens or issues.

 

Mortgage Funding: Complete the funding process, disbursing the agreed-upon mortgage amount to the borrower.

 

(5) Serving Post-Acquisition:

 

Interim Servicing and Legal Monitoring: Continuously monitor interim servicing and legal processes to ensure compliance and address any emerging issues.

 

Portfolio Management: Implement a strategic management approach for the loan portfolio, taking into account market conditions and risk factors.

 

Cash Flow Reporting/Collections: Establish robust processes for cash flow reporting and collections, ensuring timely and accurate tracking of income.

 

Execution of Exit Strategies or Renewal: Continuously evaluate market conditions and execute exit strategies or renew loans based on the evolving investment landscape.

 

Note that above is a general overview of the processes and procedures that the Company currently intends to follow, which will be continually adapted to the needs of the Company and marketplace conditions. The actual process employed will vary from transaction to transaction and investors should not expect that each transaction will utilize all of the above steps.

 

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Real Estate:

 

Not all real estate is created equal – the Company plans to adheres to the same disciplined investment strategies and criteria to maintain steady risk adjusted returns from its real estate portfolio. To this end, the Company intends to concentrate in sectors with pricing power, strong cash flow growth potential and value. The Company’s current investment criteria for multi-family, single family rentals, industrial real estate, and office real estate are as follows:

 

Multi-Family:

 

Deal Size and Acquisition Cap Rate:

 

30+ units with a deal size of $2-30MM.

 

Acquisition Cap rate at 7%+, aiming to increase to 10%+ with value-added improvements.

 

Property Class:

 

Focus on Class B and C properties suitable for core-plus or value-add strategies.

 

Market and Growth Factors:

 

Strong growth fundamentals in markets with increasing populations over the last 5 years.

 

Preference for school districts rated B/A.

 

High barrier-to-entry markets.

 

Pricing Strategy:

 

Well below replacement cost and 10-15% below appraised value.

 

Rent Roll and Financing:

 

Diversified rent roll.

 

Financing capped at a maximum of 70% Loan-to-Value (LTV).

 

Location and Value-Add Potential:

 

Well-located, value-add multifamily and mixed-use assets.

 

Ability to increase rental rates through property improvements and professional management services.

 

Exist Strategy Holding Period and Opportunity:

 

Short-term holding period. 18 months - 24 months.

 

Opportunity for asset value addition through renovation, rebranding, and optimizing rental rates and vacancy. Increased LTV by 25% value add.

 

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Geographic Focus:

 

Targeting markets throughout the Northeast, Southeast, Mid-Atlantic, and the Sunbelt in Canada, specifically Southern Ontario (Toronto, Mississauga, Richmond Hill, Brampton).

 

Regulation Considerations:

 

Zero to limited rent control.

 

Maintenance Strategy:

 

Addressing deferred maintenance for long-term property health.

 

Single Family Rentals (SFR):

 

Portfolio Size and Property Type:

 

Portfolios up to 50 SFRs with a preference for properties of 3-4 bed/1 bath or more.

 

Geographic Focus and Regulation:

 

Targeting markets across the Northeast, Southeast, Mid-Atlantic, and the Sunbelt in Canada, with a focus on Southern Ontario (Toronto, Mississauga, Richmond Hill, Brampton).

 

Zero to limited rent control.

 

Deal Size and Property Condition:

 

Deal size per unit up to $500k.

 

Property conditions ranging from light renovation to full renovation.

 

Financial Metrics:

 

Cap Rate at +9.0%.

 

After Repair Value (ARV) targeted at 60-65%.

 

Lease terms with a minimum of 6 months to 1 year.

 

Industrial:

 

Diversification and Market Selection:

 

Spread of investments across different types of industrial properties for risk minimization.

 

Focus on markets with growth potential and economic stability in the USA (Southern California, Nevada, Texas, Ten, Pen, NJ, FL) and Canada (Southern Ontario).

 

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Asset Type and Quality:

 

Single and multi-tenant investment-grade properties, spanning Asset Class A/B/C.

 

Focus on new properties up to 15 years old, emphasizing quality with materials like masonry, brick, cement, steel structures.

 

Value-Add Potential and Deal Size:

 

Potential for value enhancement through renovations or improvements.

 

Deal size ranging from $3 - $30M, priced below Appraisal Market Value (AMV) by 20-35%.

 

Property Size and Tenant Quality:

 

Property size between 10,000 - 80,000 sq ft.

 

Tenant leases with a minimum triple Net term of 2-5 years, renewal options, creditworthy tenants, and a minimum 50% occupancy.

 

Financial Metrics and Financing:

 

Entry point at a minimum 6% cap rate, with upside potential to -12% cap.

 

Analysis of historical and expected cash flow.

 

Financing capped at a maximum of 70% Loan-to-Value (LTV), with interest-only payments.

 

Exit Strategy and Data Analysis:

 

Exit strategy based on capital appreciation (25% plus) or income generation yield (cash on cash 12%, IRR 15%+).

 

Utilization of technology and data analysis for market research and investment decision-making.

 

Office:

 

Investment Type and Diversification:

 

Value-add and opportunistic investments in office properties.

 

Diversification across different types of office spaces, including multi-tenant and medical offices.

 

Market Selection and Asset Type/Quality:

 

Focus on markets with growth potential and economic stability in the USA (Southern California, Texas, NY, FL) and Canada (Toronto, Mississauga, Brampton - Ontario).

 

Asset types include single and multi-tenant investment-grade offices, categorized as Asset Class A/B/C.

 

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Properties should be new (up to 15 years old) with high-quality materials like masonry, brick, cement, steel structures, and glass.

 

Value-Add Potential and Deal Size:

 

Potential for value enhancement through renovations or improvements.

 

Deal size ranging from $5 - $40M, priced below AMV by 20-35%.

 

Property Size and Tenant Quality:

 

Property size target between 5,000 - 60,000 sq ft.

 

Tenant leases with a minimum triple Net term of 2-5 years, renewal options, creditworthy tenants, and a minimum +50% occupancy.

 

Financial Metrics and Financing:

 

Entry point at a minimum 7.5% cap rate, with upside potential to -12% cap.

 

Analysis of historical and expected cash flow.

 

Financing capped at a maximum of 70-75% Loan-to-Value (LTV), with interest-only payments.

 

Exit Strategy and Data Analysis:

 

Exit strategy based on capital appreciation (20% plus) or income generation yield (cash on cash 11%, IRR 15%+).

 

Utilization of technology and data analysis for market research and investment model decision-making.

 

Continuous monitoring of market trends and dynamics using sophisticated analytics.

 

The Company intends to employ the following process in order to identify and acquire Real Estate:

 

(1) Deal Sourcing: Company is in frequent discussions with real estate brokers, agents, and developers on sourcing deals from identified target markets. This involves visiting properties in person and evaluating their conditions. The Company has been conducting market research to identify potential opportunities, staying informed about location trends, and economic indicators.

 

(2) Initial Deal Screening: This involves evaluating factors such as location, size, and potential returns. We identify and evaluate potential risks associated with each opportunity, including market risk, and potential challenges. The Company uses this step to filter opportunities, ensuring that only those aligning with our investment criteria progress to the next stage.

 

(3) Due Diligence: In this stage, the company conducts and reviews financial analysis on the potential deals encompassing cash flow projections, ROI calculations, and sensitivity analysis. We examine documents, contracts, and zoning regulations to ensure potential. uncover potential issues. We use financial models to price assets, engage in negotiations with sellers, considering pricing, terms, and potential for value enhancement, and ensure alignment with specified investment criteria for each asset class.

 

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(4) Decision to Purchase: After the due diligence process has been completed, the Company will determine whether the property is suitable or not based upon our projected performance of the Property, the available cash and expected cash needs of the Company, and the potential availability of other opportunities. If the property is not suitable, the Company will cancel the contract and look for the next opportunity.

 

Note that the above processes and criteria that the Company currently intends to follow are not set in stone and are expected to be continually adapted to the needs of the Company and marketplace conditions. The Company reserves the right to vary its criteria and process at any time, without notice to or the consent of investors.

 

Our fundraising strategy

 

The Compound Bonds:

 

  are priced at $10.00 each;
     
  represent a full and unconditional obligation of our company;
     
  bear interest at 7% per annum. For clarification purposes, we will pay interest on interest (compounded interest) and credit such interest to bondholders’ Compound accounts;
     
  are subject to repayment at any time at the demand of the holder upon five (5) days’ notice;
     
  are subject to redemption by us at any time upon five (5) days’ notice;
     
  are not payment dependent on any underlying real estate loans or investments;
     
  are transferable;
     
  are unsecured;
     
  are uninsured;
     
  are not guaranteed by the Company’s affiliates or any other third party.

 

For more information on the terms of Compound Bonds being offered, please see the “Securities Being Offered” section of this offering circular.

 

We have created the Compound Bond Rewards Program (“Bond Rewards Program”) to provide (i) investors (each a “Referrer”) who meet eligibility standards set forth in this offering circular the opportunity to receive Compound Bonds as a thank you for referring a friend or family member to open an account on the Compound Fintech Platform and (ii) new members of the Compound Fintech Platform (each a “Referee”) who meet eligibility standards set forth in this offering circular the opportunity to receive Compound Bonds as a thank you for opening an account on the Compound Fintech Platform as a result of an eligible referral. The Referee would not be required to fund his or her account on the Compound Fintech Platform in order for the Referrer and the Referee to each receive a Bond Reward. In other words, the Referee would not be required to purchase an Compound Bond in order for the Referrer and the Referee to each receive a Bond Reward. Each eligible Referrer and eligible Referee will be entitled to receive an award of one Compound Bond valued at $10.00 each (each a “Bond Reward”) per eligible referral, subject to a limitation of 50 Compound Bonds per Referrer account and Referee account per calendar year. Bond Rewards will be fulfilled through Compound Bonds issued under the offering statement of which this offering circular forms a part. For more information on the terms and conditions of Compound Bond Rewards Program, please see “Plan of Distribution – Compound Bond Rewards Program”.

 

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The Company has not yet generated any revenue and has a limited operating history. Our management has raised substantial doubt about our ability to continue as a going concern based on these conditions and our independent registered public accounting firm has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report with respect to our audited consolidated financial statements for the period from year ended December 31, 2022 and from November 2, 2021 (inception) to December 31, 2021. We expect to generate income from (i) the difference between the interest rates we charge on our real estate loans and mortgages and other real estate investments which we have acquired and the interest we will pay to the holders of Compound Bonds; (ii) loan origination fees generated by Compound Loans (1% to 2% of the amount of a loan originated by Compound Loans charged to the borrower, the proceeds from which will flow to Compound Bonds); (iii) profits we realize on the sale of the interests in real estate that we acquire, and (iv) rental income from interests in real estate that we acquire. We also expect to use up to 5% of the proceeds from sales of Compound Bonds to provide working capital and general corporate purposes for our company until such time as our revenues are sufficient to pay our operating expenses.

 

Until sufficient proceeds have been received by us from the sale of Compound Bonds in this offering we will rely on advances from our parent as to which we have no assurances. CH is not obligated to provide advances to us, and we cannot assure you that we will be successful in raising proceeds in this offering. If we do not raise sufficient funds in this offering or if our parent declines to make advances to us, we will not be able to implement our business plan, or may have to cease operations altogether. We will not be paying back any of the funds advanced to us by CH and therefore there is no interest rate or maturity associated with such advances.

 

Our Organizational Structure

 

The following reflects the current organization structure of CH:

 

 

 

(1)

Compound Real Estate Holdings, Inc. owns 100% of the issued and outstanding capital stock of Compound Administrative Services LLC and Compound Real Estate Bonds, Inc.
(2) Compound Real Estate Bonds, Inc. is a party to an Administrative Services Agreement with Compound Administrative Services LLC.
(3) Compound Real Estate Bonds, Inc. owns 100% of the issued and outstanding membership interests of Compound Lending, LLC

 

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Recent Operations

 

The Company’s business to date has been focused on raising capital and conducting market research and analysis on potential real estate investment opportunities. The Company is searching for, but has yet to identify, real estate assets which meet its investment criteria that it can acquire. Over the past eight months, the Company has sourced over 50 deals which appeared to meet the initial criteria of its investment objectives and has considered five deals in the due diligence phase. Unfortunately, the Company’s capital raising efforts have not yet produced the necessary funding to acquire any of these investments while also leaving sufficient cash available to fund operations and cover anticipated redemptions. The Company has placed much of its available assets in interest bearing accounts and liquid U.S. government bonds to earn a return while it searches for investment opportunities. The success of our Company will be based on our ability to raise additional capital through our Regulation A offering, and the timeframe at which we can reach our objectives is dependent on the speed at which we can continue to raise funds.

 

COVID-19

 

The Company’s operations may be affected by the ongoing outbreak of the coronavirus disease 2020 (COVID-19) which in March 2020, was declared a pandemic by the World Health Organization. The ultimate disruption caused by the outbreak remains uncertain; however, it may result in a material adverse impact on the Company’s financial position, operations and cash flows.

 

Possible areas that may be affected include, but are not limited to, higher redemption rate of holders of the Compound Bonds, a decline in the demand for loans by potential borrowers or higher default rates by borrowers, and unavailability of professional services and other resources. In addition, the employees of companies that provide services to us could be medically or mentally affected by the pandemic and may be required to work remotely. This situation could cause of reduction in productivity or the inability to complete critical tasks for the Company.

 

The continued actual effects of the spread of COVID-19 are difficult to assess at this time as the actual effects will depend on many factors beyond the control and knowledge of the Company. However, the continued spread of COVID-19, if it continues, may cause an overall decline in the economy as a whole and therefore may materially harm our business, results of operations and financial condition.

 

As of the date of this filing, the Company has not experienced significant impact related to the COVID-19 pandemic.

 

Compound Fintech Platform

 

CH has developed technology solutions, including the Compound App and the Compound Websites (each of which display substantially the same information to users), that facilitate the purchase of Compound Bonds and provide each user with information on the Compound Bonds he or she owns. We refer to the Compound App and the Compound Website collectively as the “Compound Fintech Platform.” The Compound Fintech Platform interfaces with certain back-end computer software and database infrastructure developed and owned by the Company that processes and manages data provided by investors via the Compound Fintech Platform. The Compound Fintech Platform provides information about each user’s personal investment in Compound Bonds but does not provide information about Compound Bonds owned by other individuals, does not provide any information about the current financial status of Company, and does not provide any information concerning the assets owned by the Company. We will pay a license fee to CH in the amount of 2% of the value of the total Compound Bonds sold on the Compound Fintech Platform each year. Such technology license fees are payable from operating revenue and/or proceeds of this offering.

 

Compound App

 

The Compound App is designed to support the target market for our bonds which we believe is approximately 74 million millennials, who spend more than $600 billion a year. The Compound App seeks to provide an easy way for our target market to micro invest including monetizing their debit card purchases, checking account linked credit card purchases and other checking account transactions by “rounding up” each purchase to the next higher dollar until the “round up” reaches $10.00 at which time the user will automatically purchase a $10.00 Compound Bond. The Compound App is available via the web at www.compoundrealestatebonds.com, for Apple iPhone users from the Apple Store and for Android phone users from Google Play.

 

Procedurally, Compound App users download the application and simply link their bank account to the Compound App. If engaging in the round-up feature, they connect their debit card or credit card to the Compound App. Every time the user shops or completes any checking account transaction, the Compound App automatically rounds up their purchase to the next dollar, tracks the spare change and then automatically uses it to purchase Compound Bonds. The user’s bank accounts are monitored and the money is transferred via ACH once the round up amounts reach $10.00. Users can also make one time or recurring purchases of Compound Bonds.

 

Compound Websites

 

By accessing our Compound Website at www.compoundrealestatebonds.com, investors in our Compound Bonds can create a username and password and indicate agreement to our terms and conditions and privacy policy.

 

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The Compound Website offers users the following features:

 

  Compound Bonds available for purchase online directly from us. Users may purchase Compound Bonds directly from us through the Compound Website;

 

  No purchase fees charged. We will not charge users any commission or fees to purchase Compound Bonds through the Compound Website. However, other financial intermediaries, if engaged, may charge users commissions or fees;
     
  Invest as little as $10. Users will be able to build ownership in Compound Bonds over time by making purchases as low as $10;
     
  Flexible, secure payment options. Users may purchase Compound Bonds electronically or by wire transfer, and we will provide funding instructions; and
     
  Manage your portfolio online. Users can view their bond purchases, redemptions, interest payments and other transaction history online, as well as receive tax information and other reports.

 

Following your initial purchase of Compound Bonds, you can elect to participate in our auto-invest program, or the “Auto-Invest Program,” on the Compound Websites and App. This program allows users to automatically invest in additional Compound Bonds on a reoccurring basis (e.g., daily, bi-weekly or monthly) subject to an amount and investment parameters that users may designate.

 

Marketing

 

Our Bonds will be marketed through our website, on-line information sources, social networks, institutional (Colleges and universities, charities, trade associations and employers) and other marketing partner sources of introduction and referral.

 

Operations – Administrative Services Agreement with Compound Administrative Services LLC

 

On March 17, 2022, we entered into an Administrative Services Agreement (the “Administrative Services Agreement”) with Compound Administrative Services, an affiliate. Compound Administrative Services was established on March 15, 2022 as a cost-sharing effort to utilize personnel more efficiently throughout the Compound group of companies. As a result, our executive officers and the other personnel which provide services to us are all employed by Compound Administrative Services. During 2022, Compound Administrative Services paid professional expenses on behalf of the Company which resulted in an amount owed by the Company to Compound Administrative Services of $29,981 and are reflected on the balance sheet of the Company’s year-end Audited financials as an amount due to a related party. On November 13, 2023, the Administrative Services Agreement was amended to recognize the fact that the Parties had agreed that the Company would be invoiced and make payments pursuant to the Agreement on an annual (instead of monthly) basis. As of November 30, 2023, the Company’s share of expenses incurred by Compound Administrative Services which will ultimately be invoiced at year end, 2023 is estimated amount to be approximately $70,000. As of June 30, 2023, the Company’s share of expenses incurred by Compound Administrative Services was $63,458, which are recognized as expenses and amounts due to related parties in the Company’s unaudited June 30, 2023 financial statements.

 

Under the terms of the Administrative Services Agreement, Compound Administrative Services agreed to provide to the Company certain administrative services, administrative services, personnel and office facilities, including all equipment and supplies, that are reasonable, necessary or useful for the day-to-day operations of the business of the Company, subject to such written direction provided by the Company to Compound Administrative Services.

 

Pursuant to the Administrative Services Agreement, the Company agreed to reimburse Compound Administrative Services for the costs incurred by Compound Administrative Services in paying for the staff and office expenses for the Company under the Administrative Services Agreement. There is no interest rate or maturity associated with the obligations to reimburse Compound Administrative Services under the Administrative Services Agreement. The reimbursement amounts payable to Compound Administrative Services by the Company will accrue until the Company can make reimbursement payments to Compound Administrative Services from the proceeds of this offering allocated to working capital and distributions from Compound Lending, the Company’s operating subsidiary (generated from the income from the operations from Compound Lending), which reimbursement payments will be made in advance on an annual basis.

 

The reimbursement amount under the Administrative Services Agreement, will be equal to the costs incurred by Compound Administrative Services in paying for the staff and office expenses under the Administrative Services Agreement for the Company and will consist of both a to-be-determined portion of the annual salaries and employee benefits of our executive officers and the other personnel employed by Compound Administrative Services based upon the amount of time they devote to us, as well as a pro-rata allocation of office expenses. We have not yet determined the amount of this annual reimbursement amount as it will be based on the costs incurred by Compound Administrative Services in paying for the staff and office expenses for the Company under the Administrative Services Agreement and as Compound Administrative Services has not yet determined salary payment amounts or the benefits it will provide to our executive officers and the other personnel employed by Compound Administrative Services.

 

There will be no fees under the Administrative Services Agreement.

 

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Pursuant to the Administrative Services Agreement, Compound Administrative Services also agreed to certain indemnification provisions, whereby Compound Administrative Services agreed to indemnify, defend, and hold harmless our Company, including its stockholders, officers, directors, and other agents against claims, liabilities, and expenses of whatever kind, including reasonable attorneys’ fees, which arise out of or are related Compound Administrative Services’ services to the Company pursuant to the Administrative Services Agreement.

 

The term of the Administrative Services Agreement will continue until it is terminated. The Administrative Services Agreement can be terminated at any time upon 30 days’ prior written notice from one party to the other.

 

For additional information, please see the Administrative Services Agreement, which is filed as exhibit 6.1 to the offering statement of which this offering circular forms a part.

 

Employees

 

We do not have any full-time employees. We are dependent upon the services provided under the Administrative Services Agreement with Compound Administrative Services for our operations.

 

Legal Proceedings

 

From time to time, we may become party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. We are not currently a party, as plaintiff or defendant, nor are we aware of any threatened or pending legal proceedings, that we believe to be material or which, individually or in the aggregate, would be expected to have a material effect on our business, financial condition or results of operation if determined adversely to us.

 

Executive Offices

 

Compound Administrative Services provides office space to us under the terms of the Administrative Services Agreement described above. As described in the Administrative Services Agreement, we will reimburse Compound Administrative Services a to-be-determined portion of the total office expenses associated with this office space. This amount has not been determined as of the date of this offering circular.

 

Competition

 

We compete with other companies that lend to the sub-prime and short term mortgage industry. These companies include other mortgage lenders. We seek to, but may not be able to effectively compete with, such competitors.

 

We believe we benefit from the following competitive strengths:

 

We appeal to investors who are distrustful of traditional banking institutions. The Compound App and websites (the “Compound Fintech Platform”) are targeted primarily to the millennials who are part of the fastest growing segment of our population. We believe that they have a basic distrust of traditional banking institutions, yet they have a need to accumulate assets for retirement or otherwise. The Compound Fintech Platform provides for a savings and investing alternative for the millennials. We believe Compound provides consumers a better alternative to their low interest accounts.

 

We place assets in an underserved banking sector. Due to higher costs, we believe that banks cannot profitably serve the sub-prime mortgage industries. We believe that this area is one of our competitive strengths because we believe that there are not many lenders who are servicing these borrowers which leaves more room for the Company to pursue opportunities in this sector. Additionally, we believe that this area is one of our competitive strengths because many other lenders are not interested in loans to sub-prime developers who seek to finance their real estate to provide funds for short term development of their properties. However, despite our intentions, we may never be profitable in this sector.

 

No Public Market

 

Although under Regulation A the Compound Bonds are not restricted, Compound Bonds are still highly illiquid securities. No public market has developed nor is expected to develop for Compound Bonds, and we do not intend to list Compound Bonds on a national securities exchange or interdealer quotational system. You should be prepared to hold your Compound Bonds as Compound Bonds are expected to be highly illiquid investments.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

 

The following discussion of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes to those statements that are included elsewhere in this offering circular. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections in this offering circular. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. Our future operating results, however, are impossible to predict and no guaranty or warranty is to be inferred from those forward-looking statements.

 

Formation

 

We were incorporated under the laws of the State of Delaware on November 2, 2021 initially by Impactology Financial Corporation (“IFC”). On November 4, 2021, we issued 10,001 shares of our common stock to IFC in exchange for $50,100. On March 11, 2022, the Company effected a reverse stock split, reducing the Company’s 10,000,000 authorized shares of common stock to 5,000 shares of common stock. As a result, the 10,001 shares owned by IFC converted to 5 shares of common stock, representing all of the outstanding shares of common stock of the Company. Subsequently, on March 17, 2022, IFC transferred all of its 5 shares of the Company’s common stock to CH, which became the new parent of the Company. CH is the sole stockholder of the Company’s common stock, and was formed by the same individuals behind IFC, which is now non-operational. The purpose of establishing CH was a re-branding effort.

 

Results of Operations

 

From November 2, 2021 (our inception) through the date of this offering circular, we have not generated any revenues. We incurred $70,420 in operating expenses for the year ended December 31, 2022. During 2022, Compound Administrative Services paid professional expenses on behalf of the Company which resulted in an amount owed by the Company to Compound Administrative Services of $29,981 and are reflected on the balance sheet of the Company’s year-end Audited financials as an amount due to a related party. Operating expenses in 2022 and 2021 were primarily comprised of legal and other professional expenses incurred in connection with organizational matters, including our Regulation A Offering (defined further below). Our legal expenses were higher on a per month basis for the last two months of 2021 compared to all twelve months of 2022 because of expenses related to organizing the Company, as well as legal expenses related to the Regulation A Offering that we paid in 2021. We incurred a net loss of $70,420 for the year ended December 31, 2022, compared to a net loss of $26,298 from November 2, 2021 (our inception) through December 31, 2021.

 

We incurred $10,933 in operating expenses for the period ended June 30, 2022 and $148,597 in operating expenses for the period ended June 30, 2023. The primary reason for the increase in operating expenses was that the Company had begun raising money on the Compound Fintech Platform, resulting in many of its software related costs incurred to develop the backend computer software and database infrastructure that processes and manages data provided by investors via the Compound Fintech Platform (instead of investment in a Capital Asset) and in the accrual of interest on the outstanding Compound Bonds. As of December 31, 2022 the book value of this backend computer software owned by the Company was $38,152 and is being amortized over a 10 year period. Other General and Administrative expenses also increased from $491 for the period ended June 30, 2022 to $19,158 for the period ended June 30, 2023, which was primarily driven by expenses related to the design and maintenance of the Compound Bonds, app and website. We incurred a net loss of $148,597 for the period ended June 30, 2023, compared to a net loss of $10,933 for the period ended June 30, 2022.

 

Plan of Operations

 

Our Company is an early-stage company. From our inception until September 2022, we were primarily focused on organizational matters, as well as preparing, filing, and obtaining SEC qualification of an offering of up to $75,000,000 worth of Compound Bonds under Tier 2 of Regulation A under the Securities Act (the “Regulation A Offering”). Since the Regulation A Offering was qualified on September 19, 2022, we have been focused on raising funds from the sales of our Compound Bonds from investors to fund our principal plan of operations, which is centered primarily around purchasing or otherwise acquiring mortgages and other liens on and interests in real estate. As of November 30, 2023, 247,412 Compound Bonds have been sold for $10 each, and 102,655 of the Compound Bonds have been redeemed by investors, leaving 144,700 Compound Bonds outstanding (representing a total liability of $1,506,584.05 when compounded interest is included). As of the date of this offering circular, we have not yet made any investments in mortgages or other liens on, or interests in, real estate.

 

Upon qualification of the Regulation A Offering, we began accruing the reimbursement amount due to Compound Administrative Services under the Administrative Services Agreement (the “Administrative Services Agreement”) that we entered into with Compound Administrative Services LLC. As of November 30, 2023, the Company’s share of expenses incurred by Compound Administrative Services which will ultimately be invoiced at year end, 2023 is estimated amount to be approximately $70,000. As of June 30, 2023, the Company’s share of expenses incurred by Compound Administrative Services during 2023 was $63,458. As of the date of this offering circular, these anticipated expenses have not yet been invoiced, and we have not yet made any reimbursement payments to Compound Administrative Services from the proceeds of this Regulation A Offering. However, the Company’s share of expenses are recognized as expenses and amounts due to related parties in the Company’s unaudited June 30, 2023 financial statements.

 

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General

 

Since the commencement of the Regulation A Offering on approximately September 19, 2022, we have been seeking to sell our Compound Bonds and invest the proceeds in mortgages and other liens on and interests in real estate in accordance with our business model. In addition, the Company may, but has not yet committed to, invest in the following real estate assets: interests in whole pool mortgage-backed securities (MBS) and debt obligations secured by a pool of whole mortgage loans. For further information on our business model and investment strategy, see the section entitled “Our Business” beginning at Page 33 above. Many of these loans will be targeted towards underserved populations to help grow and empower communities via capital investments in real estate. Compound aims to help empower Compound Bond holders by helping them build wealth with attractive returns.

 

In order to operate our Company for the next 12 months, we estimate that a total of $3,000,000 in funds will be required. The source of such funds is anticipated to be the net proceeds from our sales of Compound Bonds in this Regulation A Offering. It is important to note that we will need to sell more than $3,000,000 in Compound Bonds to have a total of $3,000,000 in funds available, since Compound Bonds are repayable on demand and borrowers can redeem their bonds shortly after purchase. For example, as of November 30, 2023 we had raised $2,474,120 through the sale of Compound Bonds but only had $1,102,270.37 in cash and cash equivalents, primarily due to periodic redemption by bondholders.

 

We do not need to raise the full $74,800,000 to implement our business plan. However, if we fail to generate a total of $25,000,000 from our sales of Compound Bonds (after allowing for bond redemptions), we may not be able to fully carry out our plan of operations. We believe the proceeds from our sales of our Compound Bonds will allow us to operate for twelve months should the total of such amounts equal $3,000,000 or more (after allowing for bond redemptions). However, the extent of our operations will be less depending on the amount of proceeds received.

 

We plan to start acquiring mortgages and interests in real estate and other real estate assets in accordance with our business model as we receive funds from selling the Compound Bonds in the Regulation A Offering through the efforts of the principals of the Company and through a network of referral sources including mortgage brokers, professional and business advisers, commercial banks and Chambers of Commerce and other business and trade organizations. The Company currently does not have any contracts with third parties related to the services it intends to provide.

 

Specific Plan of Operations and Milestones

 

Since commencing operations, the Company has also conducted extensive market research and analysis to identify real estate investment opportunities in real estate mortgages and multi-family, commercial and industrial real estate with the potential for strong returns. This involved assessing market conditions, economic trends, and the demand for real estate investments in our target areas. We have also developed our investment approach and risk management strategies, including the types of real estate assets we plan to target, the characteristics we are seeking in those assets, and our the geographic areas of focus. For further information on our business model and investment strategy, see the section entitled “Our Business” beginning at Page 33 above. The Company is in the process of searching for, but has not yet identified, the real estate assets it will acquire. This is in large part because the pool of attractive investments which meet the Company’s criteria is smaller when the Company has less cash to deploy. The Company is continuing to search for attractive investment opportunities it can act on with its current level of assets on hand; but expects to continue to have great difficulty deploying its Capital until the Company has raised an additional $1,526,000.

 

The milestones in our plan of operations are dependent on the progress of our fundraising:

 

  (1) By the time we have total net assets of approximately $2,500,000 (which we expect will require us to sell approximately $4,000,000 in Compound Bonds, approximately $1,526,000 more than we have currently sold), we anticipate we will have deployed the capital we have raised to acquire or originate mortgages.

 

  (2) By the time we have total net assets of approximately $4,000,000 (which we expect will require us to sell approximately $7,000,000 in Compound Bonds, approximately $4,526,000 more than we currently have), we anticipate we will have acquired our first real estate asset.

 

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While the anticipated steps in our plan do require increasing levels of fundraising, we may reach these goals at lower or higher levels of fundraising depending on mortgage and real estate market conditions. The process for our acquisition and/or origination of real estate assets as well as are criteria for asset selection are set forth in the section entitled “Our Business” beginning at Page 33 above.

 

Our anticipated timeline for reaching these fundraising milestones is set forth below:

 

  (1) Within six months of re-qualification of this offering, we project that we will have sold approximately $4,500,000 in Compound Bonds, have reached our first milestone outlined above and have total net assets of approximately $3,000,000.

 

  (2) Within nine months of re-qualification, we project that we will have sold approximately $8,000,000 in Compound Bonds, have reached our second milestone outlined above and have total net assets of approximately $5,000,000.

 

  (3) Within twelve months of re-qualification, we project that we will have sold approximately $15,000,000 in Compound Bonds and have total net assets of approximately $9,000,000.

 

  (4) Between our thirteen and twenty-fourth month after qualification, we project that we will continue to build fundraising momentum and raise the remainder of our total of offering amount by two years from the date of our requalification.

 

Liquidity and Capital Resources

 

As of November 10, 2023, we had a total of $1,506,584.05 in Compound Bonds outstanding but only $1,102,270.37 in cash and cash equivalents with which to satisfy potential redemptions. As of June 30, 2023, we had $996,066 cash on hand, while the total original principal amount of the outstanding Compound Bonds was $1,014,839, and the total outstanding amount of original principal and compounded interest on Compound Bonds was $1,045,192. We believe that the amount we have raised to date in this Regulation A offering may not be sufficient to fund our expenses over the next twelve months. As the Company has not generated revenues, it will be dependent on the monies raised via its Regulation A offering to fund its operations.

 

At December 31, 2022, we had cash on hand of $145. We do not have any external sources of capital and are dependent upon advances from CH to provide funds for our operations until we begin receiving proceeds from the sale of Compound Bonds in the Regulation A Offering. CH, however, is under no obligation to advance us any funds.

 

In November of 2021, CH purchased 5 shares of common stock, par value $0.0001 per share, of the Company for $50,100. During 2022, CH contributed cash in the amount of $26,315 for operational expenses.

 

The Company currently has no binding agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. As such, in order for us to close successfully on any potential investments we will need to either raise sufficient additional funds in the offering or be able to borrow adequate funds.

 

Going Concern

 

The Company’s consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has not yet generated any revenues and has limited operating history. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of our financial statements.

 

We are dependent on advances from CH and proceeds from the Regulation A Offering to provide capital for our operations. CH is not obligated to provide advances to us and we cannot assure you that we will be successful in raising proceeds in this Regulation A Offering. The consolidated financial statements do not include adjustments related to the recoverability and classifications of assets or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

 

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Contingent Liabilities

 

We may be subject to lawsuits, investigations, and claims (some of which may involve substantial dollar amounts) that can arise out of our normal business operations. We would continually assess the likelihood of any adverse judgments or outcomes to our contingencies, as well as potential amounts or ranges of probable losses, and recognize a liability, if any, for these contingencies based on a thorough analysis of each matter with the assistance of outside legal counsel and, if applicable, other experts. Because most contingencies are resolved over long periods of time, liabilities may change in the future due to new developments (including new discovery of facts, changes in legislation and outcomes of similar cases through the judicial system), changes in assumptions or changes in our settlement strategy. There were no contingent liabilities as of December 31, 2022.

 

Income Taxes

 

Compound Bonds will receive interest income. At the end of the calendar year, investors with over $10 of realized interest will receive a form 1099-INT. These will need to be filed in accordance with the United States Tax Code. Investor’s tax situations will likely vary greatly and all tax and accounting questions should be directed towards a certified public accountant.

 

As of December 31, 2023, we had no federal and state income tax expense.

 

Significant Accounting Policies

 

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or “GAAP.” The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. Our significant accounting policies are fully described in Note 3 to our financial statements appearing elsewhere in this offering circular, and we believe those accounting policies are critical to the process of making significant judgments and estimates in the preparation of our financial statements.

 

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MANAGEMENT

 

Directors, Executive Officers, and Key Individuals

 

The following table provides information on our current executive officers, directors, and key individuals:

 

Name   Age   Positions
Inderjit Tuli   76   President, Chief Executive Officer and Director
Harminder Singh Burmi   52   Senior Vice President, Chief Financial Officer and Director
John Tuli   51   Business Consultant to Compound Real Estate Holdings Inc.

 

Inderjit Tuli has served as our Chief Executive Officer and a member of our Board of Directors since our inception on November 2, 2021, and as our President since March 11, 2022. Since March 17, 2022 she also has served as the Chief Executive Officer of our parent company, Compound Real Estate Holdings, Inc. where she engages in defining long term strategy, product development and implementing the company vision. She also serves as the Chief Executive Officer of our subsidiary, Compound Administrative Services LLC since March 15, 2022. Additionally, she serves as the Chief Executive Officer of Compound Lending LLC since March 16, 2022. Inderjit Tuli is the founder and CEO of Junzi Capital Group, a Canadian Financial Service solutions company which provides market analysis and finances, acquires, and manages commercial real estate, where (since 2018) she, working in collaboration with a small group of analysts, has provided real estate developers, real estate investors and real estate firms with data concerning mortgage loans and commercial properties so they can make better decisions on where to invest, and what type of asset to invest in.

 

Harminder (“Michael”) Singh Burmi has served as our Senior Vice President, Chief Financial Officer and a member of our Board of Directors since inception on November 2, 2021. He also serves Chief Financial Officer & Senior Vice president of Compound Real Estate Holdings, Inc., positions he has held since March 17, 2022. He also serves as Chief Financial Officer of Compound Administrative Services LLC, where he has served in these positions since March 15, 2022. Additionally, he has served as the Chief Financial Officer of Compound Lending since March 16, 2022. He currently holds a position as Senior Executive Vice President and Co-Owner of a Circuit Tech, Inc., a Canadian technology base company, where he was responsible for companies business development and market expansion strategies for the USA market. He also serves as a board member & director of a Canadian public listed company on TSX Venture exchange Laurion Mineral Exploration Inc. (LME), and previously served as its Managing Director of Investments from January 2019 to November 2021, where his responsibilities were asset review & investment advisory. From February 2015 to November 2021, Mr. Burmi was an Executive Vice President of Structured Finance at 26 Capital Group, a venture investing and private equity firm, where his responsibilities were performing deal originations and advising the firm’s investment committee. Mr. Burmi is an entrepreneur with 25 years’ experience building and managing high-end technology organizations, coupled with extensive expertise in running a high-revenue, high-growth engineering/manufacturing business. Over the course of his career, he has worked with several global organizations leading to acquisitions and mergers, allowing these companies to redefine business strategies to capture market share. Additionally, over the last 10 Years, he has acquired and managed real estate backed loans and single-family investment properties for his own portfolio.

 

John Tuli is a business consultant to Compound Real Estate Holdings Inc. Mr.Tuli is not any employee, shareholder or director of Compound Real Estate Holdings Inc. or any of its Affiliates and has no official position with the Company. However, Mr. Tuli’s role with the Company includes, but is not limited to, providing business strategy and oversight; and sourcing, engaging with and directing various services providers of the Company. Mr. Tuli is not an employee of the Company and receives no compensation; however, the Company has agreed to pay Mr. Tuli compensation equal to $1,000 per month beginning some time in 2024, as agreed between the Company and Mr. Tuli. Given the services provided by Mr. Tuli, coupled with his familial relationship with our CEO, our Officers highly trust and value his opinion and he, thus, has a substantial ability to impact our Company’s operations. While our Officers are not required to follow the advice provided by Mr. Tuli, it is highly likely that they will act in accordance with his guidance in most situations, making him a key service provider with our Company. Mr. Tuli is the founder and CEO of Siscosun Corporation, where (since 2012) he has overseen all aspects of the company’s international luxury consumer goods operations, including export activities. His responsibilities include formulating business strategies, identifying market trends and opportunities, assembling a proficient team, and guiding the company’s marketing efforts.

 

The term of office of each director is until the next annual election of directors and until a successor is elected and qualified or until the director’s earlier death, resignation or removal. Officers are appointed by the Board of Directors and serve at the discretion of the Board.

 

Family Relationships

 

John Tuli is the son of Inderjit Tuli.

 

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

 

Our directors and executive officers will not be separately compensated by us. As described earlier in this offering statement under “Management – Administrative Services Agreement with Compound Administrative Services,” Under the terms of the Administrative Services Agreement, Compound Administrative Services agreed to provide to the Company certain administrative services, personnel and office facilities, including all equipment and supplies, that are reasonable, necessary or useful for the day-to-day operations of the business of the Company, subject to such written direction provided by the Company to Compound Administrative Services. Pursuant to the Administrative Services Agreement, the Company agreed to reimburse Compound Administrative Services for the costs incurred by Compound Administrative Services in paying for the staff and office expenses for the Company under the Administrative Services Agreement. There is no interest rate or maturity associated with the obligations to reimburse Compound Administrative Services under the Administrative Services Agreement. The reimbursement amounts payable to Compound Administrative Services by the Company will accrue until the Company can make reimbursement payments to Compound Administrative Services from the proceeds of this offering allocated to working capital and distributions from Compound Lending, the Company’s operating subsidiary (generated from the income from the operations from Compound Lending), which reimbursement payments will be made in advance on a annual basis. The reimbursement amount under the Administrative Services Agreement, will be equal to the costs incurred by Compound Administrative Services in paying for the staff and office expenses under the Administrative Services Agreement for the Company and will consist of both a to-be-determined portion of the annual salaries and employee benefits of our executive officers and the other personnel employed by Compound Administrative Services based upon the amount of time they devote to us, as well as a pro-rata allocation of office expenses. We have not yet determined the amount of this annual reimbursement amount as it will be based on the costs incurred by Compound Administrative Services in paying for the staff and office expenses for the Company under the Administrative Services Agreement and as Compound Administrative Services has not yet determined salary payment amounts or the benefits it’ll provide to our executive officers and the other personnel employed by Compound Administrative Services. Our directors will not receive additional compensation for their Board services. We do not expect that this management sharing arrangement will change in the foreseeable future.

 

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INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

 

On March 17, 2022, we entered into an Administrative Services Agreement (the “Administrative Services Agreement”) with Compound Administrative Services, an affiliate. The terms of the Administrative Services Agreement with Compound Administrative Services were not negotiated on an arms-length basis and the amounts to be reimbursed thereunder will be equal to the costs incurred by Compound Administrative Services in paying for the staff and office expenses for the Company under the Administrative Services Agreement. The terms of the Administrative Services Agreement are described in this offering circular under the section entitled “Our Business - Operations – Administrative Services Agreement with Compound Administrative Services”.

 

On November 4, 2021, we issued 10,001 shares of our common stock to IFC, our previous parent company, in exchange for $50,100. On March 11, 2022, the Company effected a reverse stock split, reducing the Company’s 10,000,000 authorized shares of common stock to 5,000 shares of common stock. As a result, the 10,001 shares owned by IFC converted to 5 shares of common stock, representing all of the outstanding shares of common stock of the Company. Subsequently, on March 17, 2022, IFC transferred all of its 5 shares of the Company’s common stock to CH, which became the new parent of the Company. CH is the sole stockholder of the Company’s common stock, and was formed by the same individuals behind IFC, which is now non-operational. The purpose of establishing CH was a re-branding effort. CH is the sole stockholder of the Company’s common stock.

 

On March 17, 2022, we entered into a verbal agreement (not a written agreement) with CH to pay a license fee to CH in the amount of 2% of the value of the total Compound Bonds sold on the Compound Fintech Platform each year. The license fees paid by us to CH are not used to offset the reimbursements under the Administrative Services Agreement. There are no other terms to such verbal agreement. In light of the fact that our agreement with CH is a verbal contract (rather than a written contract), we and CH are exposed to the following risks:

 

the risk that we and CH misunderstood an important term or terms of the contract, such as how much was to be paid or what services were to be performed;

 

the risk that we and CH will have a dispute regarding what was agreed to because we and CH are only relying on memory; and

 

the risk that a court will not enforce the contract because we and CH may not be able to prove the existence of the contract or its terms.

 

If a dispute arises under our verbal agreement with CH and a court is not willing to enforce the terms of such verbal agreement in our favor, this outcome could adversely affect our business, results of operations, financial condition, and future growth.

 

Our Parent and/or its affiliates have paid for all of the Company’s offering and other expenses, which will be reimbursed by the Company. During 2022 CAS paid professional expenses on our behalf which resulted in an amount owed by us to CAS of $29,981. Between January 1, 2023 and June 30, 2023, CAS paid professional expenses on behalf of CBI which resulted in an additional amount owed by CBI to CAS of $5,310. Since June 30, 2023, CAS has paid additional professional expenses of $15,000 and the Company has paid $1,981 in reimbursements, resulting in an outstanding reimbursement amount of $48,310 owed to Compound Administrative Services LLC, which is expected to be paid with proceeds from this offering. Related party debt is due on demand and does not bear interest.

 

Our corporate office address is 1185 Avenue of the Americas 3rd Floor, New York, NY 10036, United States, it is leased by Compound Administrative Services LLC (“CAS”) a related party by common ownership. CAS permits us to use this office without charge. It was determined that the current use of the has no material fair value, in consideration that we have no employees, operations or physical assets that occupy the premises and presently uses the location as a business address.

 

We formed a wholly owned subsidiary Compound Lending, LLC (“CLL”) on March 16, 2022. We intend for CLL to operate as a lender of residential and commercial mortgages, a role directly related to our business objectives as an investor in mortgage-backed securities. CLL has not begun operations and has no balances to report on or during December 31, 2022 and 2021 as part of the consolidation.

 

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Conflicts of Interest

 

There may be conflicts of interests between the Company, its management, and bondholders. Our Officers may act as officers, directors, advisors, managers and/or members of other entities and may have current or future responsibilities to such entities, which entities may have similar business plans to the Company and may compete with the Company. To the extent our Officers are required to spend time on such investment and/or management activities, they may not be able to devote full-time to the Company’s operations.

 

Our Officers try to balance our interests with their duties to other entities owned or managed by them. However, to the extent that such persons take actions that are more favorable to other entities than to us, these actions could have a negative impact on our financial performance and, consequently, on our ability to repay our bondholders. To the extent that those other entities have investment objectives that compete with the Company, our Officers will allocate opportunities between the Company and these other entities using its business judgement. Factors that our Officers may consider include investment objectives and criteria for each entity, cash requirements and capital in the Company and the other entities available for investment when the opportunity arises, the effect of inclusion of the opportunity on portfolio diversity, leverage ability for each entity, and anticipated cash flow and holding periods.

 

In particular, Inderjit Tuli runs Junzi Capital Group, a real estate research consulting firm that advises real estate developers, investors and real estate firms by providing them with quantitative data which helps them make better decisions on where to invest, and what type of asset to invest in. Some of the real estate firms that Junzi Capital Group provides data to may compete with the Company, directly or indirectly.

 

Conflicts of interest will exist to the extent that we may acquire properties in the same geographic areas where properties owned, managed, or advised by our Officers are located. In such a case, a conflict could arise in the leasing of properties if we and such other properties were to compete for the same tenants, or a conflict could arise in connection with the resale of such properties if there were an attempt to sell similar properties at the same time. Conflicts of interest may also exist at such time as we and such other property seek to employ developers, contractors or building Managers, as well as under other circumstances.

 

Our parent company’s right to our any profits we make over and above the amount we must make to repay our bondholders and pay our other expenses may cause our Officers (who have ownership interests and/or compensation agreements with our parent company, CH) to make more risky business decisions than they would in the management of their own assets, particularly when the Company’s outstanding debts are larger than the assets available to pay them.

 

Certain legal, accounting, and other advisors, including real estate brokers, of the Company may also serve as representatives or agents of Parent or our Officers. As a result, conflicts of interests could arise and, in such cases, such representatives or agents may have to withdraw from representation of the Company if such conflicts cannot be resolved.

 

The Company does not have any formal policies in place to resolve conflicts of interest.

 

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

 

At September 9, 2022, the Company had 5 shares of our common stock issued and outstanding, all of which were held by CH. The following table sets out, September 9, 2022, the voting securities of CH that are owned by CH’s executive officers, directors, and other persons holding more than 10% of any class of CH’s voting securities or having the right to acquire those securities. Unless specified below, the business address of each of CH’s stockholders is c/o 1185 Avenue of the Americas, 3rd floor, New York, NY 10036. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of CH’s common stock owned by them, except to the extent that power may be shared with a spouse.

 

Name and Address of Beneficial Owner   Title of
class
  Amount and
nature of
beneficial
ownership
    Amount and
nature of
beneficial
ownership
acquirable
    Percent of
class(1)
 
Inderjit Tuli   Common Stock   5     0       100 %
Harminder Singh Burmi   Common Stock   0             0 %
All CH officers and directors as a group (2 persons)   Common Stock   5     0       100 %

 

 
(1) Based on 5 shares of common stock of CH issued and outstanding as of September 9, 2022.

 

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SECURITIES BEING OFFERED

 

Compound Bonds

 

General. We may offer Compound Bonds, with a total value of up to $75 million on a continuous basis, under this offering circular. The Compound Bonds will be offered in increments of $10.00. We will not issue more than $75 million of Compound Bonds pursuant to this offering circular in any 12-month period.

 

Maturity. The Compound Bonds have no maturity date.

 

Interest. Compound interest shall accrue on the Outstanding Principal Balance at the fixed interest rate of 7% per annum from the date that the purchase funds have cleared. Interest shall be computed on the basis of a year consisting of 360 days, with interest credited daily to the payee’s account consisting of the same daily amount regardless of the actual number of days in such month. Upon credit of the interest to payee’s account, the interest shall be deemed paid in full. For clarification purposes, we will pay interest on interest (compounded interest) and credit such interest to bondholders’ Compound accounts.

 

Repayment on Demand of Holder. Except as otherwise provided in this offering circular, the Compound Bonds are subject to repayment at the demand of bond holders at any time. The bond holder has the right to cause the Company to repay the bond upon five (5) days’ notice and the outstanding principal balance together with the interest earned through the repurchase date will be credited to the bondholder’s account within five (5) business days; provided, however, if the bond holder requests a repayment of Compound Bonds in the aggregate principal amount greater than $50,000, the Company may make such repayment to such bond holder within thirty (30) days of the request for such repayment.

 

Redemption by Company. Each Compound Bond is redeemable by us at any time at par value plus any accrued but unpaid interest up to but not including the date of redemption. The Compound Bonds are redeemable upon five (5) days’ notice by the Company to the bond holder and the outstanding principal balance together with the interest will be credited to the bond holder’s account within five (5) business days following the redemption date.

 

Security; Ranking; Sinking Fund. The Compound Bonds will be general unsecured obligations, and will rank equally with all of our other unsecured debt unless such debt is senior to or subordinate to the Compound Bonds by their terms. We may issue secured debt in our sole discretion without notice to or consent from the holders of Compound Bonds. There is no sinking fund.

 

Fees. Compound Bond investors that purchase our Compound Bonds are not charged a servicing fee for their investment. Other financial intermediaries, however, if engaged by you, may charge you commissions or fees.

 

Form and Custody. Compound Bonds will be issued by computer-generated program on our website and electronically signed by us in favor of the investor. The Compound Bonds will be stored by us and will remain in our custody for ease of administration with a copy available in investor’s Bond account.

 

Transfer. The Compound Bonds are transferable free of charge.

 

Conversion or Exchange Rights. The Compound Bonds are not convertible or exchangeable into any other securities.

 

Events of Default. The following will be events of default under the Compound Bonds:

 

  if we fail to pay interest when due and our failure continues for 90 days;

 

  if we fail to pay the principal, or premium, if any, when due whether by demand of a bond holder or by our redemption; and
     
  if we cease operations, file, or have an involuntary case filed against us, for bankruptcy, are insolvent or make a general assignment in favor of our creditors.

 

The occurrence of an event of default of Compound Bonds may constitute an event of default under any bank credit agreements we may have in existence from time to time. In addition, the occurrence of certain events of default may constitute an event of default under certain of our other indebtedness outstanding from time to time.

 

55

 

 

No Personal Liability of Directors, Officers, Employees and Stockholders. No incorporator, stockholder, employee, agent, officer, director, affiliate or subsidiary of ours will have any liability for any obligations of ours due to the issuance of any Compound Bonds.

 

Assets and Income from Operating Subsidiary. As Compound Lending is a wholly owned subsidiary of the Company, we expect that the loans and other assets of Compound Lending, and the returns from the operations of such loans and assets, will generally remain available to support and fund the payment obligations of the Company with respect to the Compound Bonds. While there is no formal security agreement in place with respect to these loans and other assets within Compound Lending (and while any current and future creditors of Compound Lending may also have recourse to the assets of the entity), as the Company is the sole member of Compound Lending we expect that the Company will retain the right at any time to cause the distribution of available funds from Compound Lending up to the Company so that the Company may meet such payment obligations.

 

Governing Law.

 

Compound Bonds and the Compound Bond Investor Agreement will be governed and construed in accordance with the laws of the State of Delaware.

 

Arbitration.

 

Pursuant to the terms of the Compound Bond Investor Agreement, the holders of Compound Bonds and the Company will agree to (i) resolve disputes of the holders of Compound Bonds through binding arbitration, instead of through courts of general jurisdiction or through a class action and (ii) waive the right to a trial by jury and to participate in any class action.

 

Pursuant to the terms of the Compound Bond Investor Agreement, if a holder of Compound Bonds does not agree to the terms of the arbitration provision, the holder of Compound Bonds may opt-out of the arbitration provision by sending an arbitration opt-out notice to the Company within thirty (30) days of the holder’s first electronic acceptance of the Compound Bond Investor Agreement. If the opt-out notice is not received within thirty (30) days, the holder of Compound Bonds will be deemed to have accepted all terms of the arbitration provision, including the class action and jury waiver. If the investor opts out of the arbitration provision, the investor has also opted out of the jury trial and class action waivers.

 

As arbitration provisions in commercial agreements have generally been respected by federal courts and state courts of Delaware, we believe that the arbitration provision in the Compound Bond Investor Agreement is enforceable under federal law and the laws of the State of Delaware. Although holders of Compound Bonds will be subject to the arbitration provisions of the Compound Bond Investor Agreement, the arbitration provisions do not preclude holders of Compound Bonds from pursuing claims under the Exchange Act and Securities Act in federal courts. THE ARBITRATION PROVISION OF THE COMPOUND BOND INVESTOR AGREEMENT IS NOT INTENDED TO BE DEEMED A WAIVER BY ANY HOLDER OF COMPOUND BONDS OF THE COMPANY’S COMPLIANCE WITH THE U.S. FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. THE ARBITRATION PROVISION OF THE COMPOUND BOND INVESTOR AGREEMENT DO NOT APPLY TO CLAIMS BROUGHT UNDER THE EXCHANGE ACT AND SECURITIES ACT.

 

Jury Trial and Class Action Waivers.

 

The Compound Bond Investor Agreement provides that, to the extent permitted by law, each party to the Compound Bond Investor Agreement waives the right to a jury trial or class action of any claim they may have against us arising out of or relating to our Compound Bonds or the Compound Bond Investor Agreement. If we were to oppose a jury trial or class action demand based on such waiver, the court would determine whether the waiver was enforceable based upon the facts and circumstances of that case in accordance with applicable state and federal law, including whether a party knowingly, intelligently and voluntarily waived the right to a jury trial or class action. The bondholders of Compound Bonds will be subject to these provisions of the Compound Bond Investor Agreement to the extent permitted by applicable law. THE WAIVER OF THE RIGHT TO A JURY TRIAL AND CLASS ACTION CONTAINED IN THE COMPOUND BOND INVESTOR AGREEMENT IS NOT INTENDED TO BE DEEMED A WAIVER BY ANY HOLDER OF COMPOUND BONDS OF THE COMPANY’S COMPLIANCE WITH THE U.S. FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. THE JURY WAIVER AND CLASS ACTION WAIVER PROVISIONS OF THE COMPOUND BOND INVESTOR AGREEMENT DO NOT APPLY TO CLAIMS BROUGHT UNDER THE EXCHANGE ACT AND SECURITIES ACT. If the investor opts out of the arbitration provision, the investor has also opted out of the jury trial and class action waivers.

 

The form of Compound Bond is filed as an exhibit to the offering statement of which this offering circular forms a part. See “Where You Can Obtain More Information”.

 

56

 

 

PRIOR PERFORMANCE

 

The Parent of the Company is Compound Real Estate Holdings, Inc., and the principal owners and decision makers of the Parent are Inderjit Tuli, and Harminder Singh Burmi. Over the past 10 years, none of these individuals have had experience raising money from third-party investors to be invested in real estate. John Tuli also has not had experience raising money from third-party investors to be invested in real estate over the past 10 years. Since no programs issued securities to investors, there is no prior performance information to report.

 

57

 

 

ONGOING REPORTING AND SUPPLEMENTS TO THIS OFFERING CIRCULAR

 

We will be required to make annual and semi-annual filings with the SEC. We will make annual filings on Form 1-K, which will be due by the end of April each year and will include audited financial statements for the previous fiscal year. We will make semi-annual filings on Form 1-SA, which will be due by September 28 each year, which will include unaudited financial statements for the six months ended June 30. We will also file a Form 1-U to announce important events such as the loss of a senior officer, a change in auditors or certain types of capital-raising. We will be required to keep making these reports unless we file a Form 1-Z to exit the reporting system, which we will only be able to do if we have less than 300 stockholders of record and have filed at least one Form 1-K.

 

At least every 12 months, we will file a post-qualification amendment to the offering statement of which this offering circular forms a part, to include the company’s recent financial statements.

 

We may supplement the information in this Offering Circular by filing a Supplement with the SEC.

 

All these filings will be available on the SEC’s EDGAR filing system. You should read all the available information before investing.

 

58

 

 

 

 

 

 

 

 

 

 

 

Compound Real Estate Bonds, Inc.

Audited Consolidated Financial Statements &

Independent Auditor’s Report

For the Period November 2, 2021 (Inception) through March 16, 2022, and December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

F-1

 

 

Compound Real Estate Bonds, Inc.

 

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Independent Auditor’s Report   F-3 to F-4
     
Consolidated Balance Sheets as of December 31, 2022 (Audited)   F-5
     
Consolidated Statements of Operations as of December 31, 2022 (Audited)   F-6
     
Consolidated Statements of Changes in Shareholder’s Equity as of December 31, 2022 (Audited)   F-7
     
Consolidated Statements of Cash Flows as of December 31, 2022 (Audited)   F-8
     
Notes to the Consolidated Financial Statements (as of December 31, 2022, Audited)   F-9 to F-13
     
Consolidated Balance Sheets as of June 30, 2023 (Unaudited)   F-14
     
Consolidated Statements of Operations as of June 30, 2023 (Unaudited)   F-15
     
Consolidated Statements of Changes in Shareholder’s Equity as of June 30, 2023 (Unaudited)   F-16
     
Consolidated Statements of Cash Flows as of June 30, 2023 (Unaudited)   F-17
     
Notes to the Consolidated Financial Statements as of June 30, 2023 (Unaudited)   F-18 to F-22

 

 

F-2

 

 

 

INDEPENDENT AUDITOR’S REPORT

 

To the Shareholder of
Compound Real Estate Bonds, Inc.

 

Opinion

 

We have audited the accompanying consolidated financial statements of Compound Real Estate Bonds, Inc. (“CBI” or “the Company”), a Delaware corporation, which comprise the consolidated balance sheets as of December 31, 2022 and December 31, 2021, and the related consolidated statement of operations and changes in shareholder’s equity, and of cash flows for the year ended December 31, 2022 and from inception (November 2, 2021) to December 31, 2021, and the related notes to the consolidated financial statements.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2022, and December 31, 2021, and the consolidated results of its operations and its cash flows for the year ended December 31, 2022 and the period from inception to December 31, 2021, in accordance with accounting principles generally accepted in the United States of America.

 

Substantial Doubt About the Entity’s Ability to Continue as a Going Concern

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has not commenced generating revenues and will require additional financing to sustain operations and initiate the generation of revenues, which raises substantial doubt about its ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

 

Basis for Opinion

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of CBI and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Responsibilities of Management for the Consolidated Financial Statements

 

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about CBI ’s ability to continue as a going concern within one year after the date that the consolidated financial statements are available to be issued.

 

F-3

 

 

Auditor’s Responsibilities for the Audit of the Financial Statements

 

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements, including omissions, are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.

 

In performing an audit in accordance with generally accepted auditing standards, we:

 

Exercise professional judgment and maintain professional skepticism throughout the audit.

 

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

 

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of CBI ’s internal control. Accordingly, no such opinion is expressed.

 

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.

 

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about CBI ’s ability to continue as a going concern for a reasonable period of time.

 

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

 

 

Integritat Audit, Accounting & Advisory, LLC

Boca Raton, FL USA

April 28, 2023

 

F-4

 

 

Compound Real Estate Bonds, Inc.

Consolidated Balance Sheet

As of

 

    December 31,
2022
    December 31,
2021
 
ASSETS            
Assets                
Cash   $ 145     $ 24,090  
Due from related parties     350       -  
Intangible assets     38,152       -  
Other assets     418       -  
TOTAL ASSETS   $ 39,065     $ 24,090  
                 
LIABILITIES AND SHAREHOLDER’S EQUITY                
Liabilities                
Accounts payable and accrued liabilities   $ 29,044     $ 288  
Due to related parties     29,981       -  
Bank overdraft     343       -  
Total liabilities   $ 59,368     $ 288  
                 
Shareholder’s equity                
Common Stock, par value $0.0001, 5,000 shares authorized, and 5 shares issued and outstanding.   $ 1     $ 1  
Additional paid in capital     76,414       50,099  
Accumulated deficit     (96,718 )     (26,298 )
Total shareholder’s equity   $ (20,303 )   $ 23,802  
                 
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY   $ 39,065     $ 24,090  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-5

 

 

Compound Real Estate Bonds, Inc.

Consolidated Statement of Operations

For the

 

    Year Ended
December 31,
2022
    From Inception,
November 2,
2021,to
December 31,
2021
 
Operating Expenses                
Legal   $ 65,481     $ 23,000  
Other general and administrative     2,896       298  
Other professional     1,193       3,000  
Advertising and marketing     850       -  
Total Operating Expenses   $ 70,420     $ 26,298  
                 
Loss Before Income Taxes   $ (70,420 )   $ (26,298 )
                 
Less Provision for Income Taxes   $ -     $ -  
                 
Net Loss   $ (70,420 )   $ (26,298 )
                 
Basic and Dilutive Net Loss Per Share   $ (14,084 )   $ (6,430 )
Basic and Dilutive - Weighted average number of common shares outstanding     5.00       4.09  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-6

 

 

Compound Real Estate Bonds, Inc.

Consolidated Statement of Changes in Shareholder’s Equity

For the Year Ended December 31, 2022 and From Inception to December 31, 2021

 

    Common     Common
Stock, Par
    Additional
Paid in
    Accumulated        
    Shares     $0.0001     Capital     Deficit     Total  
Balance at November 2, 2021 (Inception)     -     $ -     $ -     $ -     $ -  
                                         
Share issuances:                                        
Founding common shares issued for cash - parent company     5       1       50,099       -       50,100  
Net loss     -       -       -       (26,298 )     (26,298 )
                                         
Balance at December 31, 2021     5     $ 1     $ 50,099     $ (26,298 )   $ 23,802  
                                         
Share issuances:                                        
Shareholder’s contributed captial     -       -       26,315       -       26,315  
Net loss     -       -       -       (70,420 )     (70,420 )
                                         
Balance at December 31, 2022     5     $ 1     $ 76,414     $ (96,718 )   $ (20,303 )

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-7

 

 

Compound Real Estate Bonds, Inc.

Consolidated Statement of Cash Flows

 

    The Year Ended     From
Inception to
 
    December 31,
2022
    December 31,
2021
 
Cash flows used in operating activities                
Net loss   $ (70,420 )   $ (26,298 )
                 
Adjustments to reconcile net loss to net cash used in operating activities:                
                 
Changes in assets and liabilities:                
Decrease (increase) in assets:                
Due from related party   (350 )   -  
Other assets     (418 )     -  
Increase (decrease) in liabilities:                
Accounts payable and accrued liabilities     28,756       298  
Bank overdraft     343       -  
Due to related parties     29,981       -  
Net cash used in operating activities   $ (12,108 )   $ (26,000 )
                 
Cash flows provided by (used in) investing activities                
Payments for the purchase of intangible assets   $ (38,152 )   $ -  
Net cash (used in) provided by investing activities   $ (38,152 )   $ -  
                 
Cash flows provided by financing activities                
Founding common shares issued to the parent company for cash   $ -     $ 50,090  
Shareholder’s contributed captial     26,315       -  
Net cash provided by financing activities   $ 26,315     $ 50,090  
                 
Net change in cash   $ (23,945 )   $ 24,090  
Cash at beginning of period     24,090       -  
Cash at end of period   $ 145     $ 24,090  
                 
Supplemental disclosure of cash flow information:                
Cash paid for interest   $ -     $ -  
Cash paid for taxes   $ -     $ -  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-8

 

 

NOTE 1. ORGANIZATION AND NATURE OF OPERATIONS

 

Impact Bonds, Inc., a Delaware corporation was founded on November 2, 2021. Its name was changed to Compound Real Estate Bonds, Inc. (“the Company” or “CBI”) on March 11, 2022. The Company is in the business of issuing debt bonds to raise capital to pool and invest in real estate loans and mortgages that will be issued by its wholly owned subsidiary Compound Lending, LLC (“CLL”) and it has not begun to generate revenue. The Company formed, its subsidiary, CLL on March 16, 2022. CLL has not begun operations. The head office of the Company is located at 1185 Avenue of the Americas 3rd Floor, New York, NY 10036, United States.

 

The Company’s fiscal year-end is December 31st.

 

NOTE 2. GOING CONCERN

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has not yet generated revenues. These conditions raise substantial doubt about its ability to continue as a going concern for a period of twelve months from the issuance date of this report. On December 31, 2022 and December 31, 2021, the Company incurred losses of $70,420 and $26,298, respectively. However, on September 19, 2022, the Company was qualified by the SEC for Regulation A offering which allows it to raise capital of up to $75 million from the issuance of bonds.

 

No assurances can be given that the Company will achieve success, without seeking additional financing. There also can be no assurances that the Form 1-A will result in additional financing or that any additional financing required, can be obtained, or obtained on reasonable terms acceptable to the Company. These consolidated financial statements do not include adjustments related to the recoverability and classifications of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America or (“U.S. GAAP”) as found in the Accounting Standards Codification (“ASC”), the Accounting Standards Update(“ASU”) of the Financial Accounting Standards Board (“FASB”) and are expressed in US Dollars. Significant accounting policies applicable to the Company are summarized as follows:

 

Use of estimates

 

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and cash equivalents

 

For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid securities purchased with a maturity of 90 days or less to be cash and cash equivalents.

 

Related party disclosures

 

Under ASC 850 “Related Party Transactions” an entity or person is considered to be a “related party” if it has control, significant influence or is a key member of management personnel. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company in accordance with the standard ASC 850 presents disclosures about related party transactions and outstanding balances with related parties, see Note 9.

 

F-9

 

 

Fair value of financial instruments

 

In accordance with ASC 820 ‘Fair Value Measurement” the Company categorizes financial instruments in a ‘fair value hierarchy’. The hierarchy categorizes the inputs used in valuation techniques into three levels. The hierarchy gives the highest priority to (unadjusted) quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The following are the three categories related to the fair value measurement of such assets or liabilities:

 

Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date, it holds a position in a single asset or liability and the asset or liability is traded in an active market.

 

Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Inputs are derived principally from or corroborated by observable market data by correlation or other means (‘market-corroborated inputs’).

 

Level 3 inputs are unobservable for the asset or liability. An entity develops unobservable inputs using the best information available in the circumstances, which might include the entity’s own data, taking into account all information about market participant assumptions that is reasonably available.

 

The Company has no financial instruments requiring hierarchy classification and disclosure.

 

Intangible Assets

 

In accordance with ASC No. 350-40, internal use software are Intangible assets that are not sold, leased or marketed but are acquired or internally developed to meet an entity’s internal needs. Such intangibles have an estimable useful life, are amortized over this period and reviewed for impairment if impairment indicators arise. Accordingly, amortization of the asset is determined from the date it is placed in service. The Company acquired software in 2022 to facilitate the issuance of bonds to clients. The software was not placed in service during 2022. The Company therefore has no accumulated amortization or amortization expense in 2022.

 

Income taxes

 

Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets of the Company relate primarily to operating loss carryforwards for federal income tax purposes. A full valuation allowance for deferred tax assets has been provided because the Company believes it is not more likely than not that the deferred tax asset will be realized. Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods.

 

The Company periodically evaluates its tax positions to determine whether it is more likely than not that such positions would be sustained upon examination by a tax authority for all open tax years, as defined by the statute of limitations, based on their technical merits. As of December 31, 2022 and December 31, 2021, the Company has not established a liability for uncertain tax positions.

 

Share capital

 

In accordance with ASC 505 “Equity” the Company considers an equity instrument to be any contract that evidences a residual interest in the assets of an entity after deducting all its liabilities. The Company’s common shares are classified as equity instruments. Incremental costs directly attributable to the issuance of new shares are recognized in equity as a reduction from the gross proceeds received from the issued shares. Share capital is reported on the balance sheet and statement of changes in shareholder’s equity.

 

F-10

 

 

Principles of Consolidation

 

The consolidated financial statements present balances of the Company. Its wholly owned subsidiary CLL has not begun operations and has no values to report as part of the consolidation as of December 31, 2022. In accordance with ASC Topic 810 “Consolidation”, intercompany accounts and transactions would be eliminated in consolidation.

 

Basic and diluted earnings per share

 

Under ASC 260 “Earnings Per Share”, public companies shall present basic and diluted per-share amounts for income from continuing operations and for net income on the face of the income statement with equal prominence. The Company presents this information accordingly, because it is qualified by the SEC for a Regulation A offering, which allows it to raise capital of up to $75 million from the issuance of bonds. Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Shares issued during the period and shares reacquired during the period shall be weighted for the portion of the period that they were outstanding. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. The Company had no dilutive instruments on December 31, 2022, or December 31, 2021, and therefore the basic and dilutive loss per share on the statement of operations are the same, at an amount of $14,048 and $6,430, respectively.

 

Recently issued accounting standards

 

In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The standard also requires additional disclosures related to significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. Operating lease receivables are excluded from the scope of this guidance. The amended guidance is effective for the Company for fiscal years, and interim periods within those years, beginning January 1, 2023. The Company is evaluating the impact of adopting this new accounting standard on the Company’s consolidated financial statements and related disclosures.

 

Accounting standards promulgated by the FASB are subject to change. Changes in such standards may have an impact on the Company’s future consolidated financial statements.

 

The Company periodically reviews new accounting standards that are issued. Although some of these accounting standards may be applicable to the Company, the Company has not identified any new standards that it believes merit further discussion, and the Company expects that none would have a significant impact on its consolidated financial statements.

 

NOTE 4. CONCENTRATIONS AND CREDIT RISK

 

Financial instruments, which potentially subject CBI to credit risk, consist principally of cash. Cash deposits are maintained with a financial institution in the USA that is credit worthy. CBI maintains all cash with a bank insured up to $250,000 by the Federal Deposit Insurance Corporation. CBI at inception adopted a policy to closely monitor economic and regulatory conditions as it relates to federally uninsured balances, to promptly mitigate risks. No deposits were held with a financial institution in excess of federally insured limits on December 31, 2022 or December 31, 2021, and during the reporting periods. Currently, CBI’s only source of capital to initiate and sustain operations came from its sole shareholder and parent company.

 

CBI has not generated revenues nor begun operations on December 31, 2022, and December 31. 2021. Nevertheless, the Company is qualified by the SEC for Regulation A offering which will allow it to raise capital up to $75 million from the issuance of bonds. It plans to use this capital to begin implementation of its business plan.

 

F-11

 

 

NOTE 6. INCOME TAXES

 

The Company’s tax expense differs from the “expected” tax expense for Federal and State income tax purposes (computed by applying the United States Federal tax rate of 21% and the State tax rate of 4.5% to income before taxes), as follows:

 

   

For the
Year Ended

December 31,

 
    2022     2021  
Income tax expense (credit) at statutory rate   $ (17,957 )   $ (6,706 )
Less nontaxable capital gain     -       -  
Increase in valuation allowance     17,957       6,706  
Income tax expense per books   $ -     $ -  

 

The tax effects of the temporary differences between reportable consolidated financial statement income and taxable income are recognized as deferred tax assets and liabilities.

 

The tax effect of significant components of the Company’s deferred tax assets and liabilities on December 31, 2022, and December 31, 2021, are estimated to be as follows:

 

   

For the
Year Ended

December 31,

 
    2022     2021  
NOL Carryover   $ 24,663     $ 6,706  
Valuation allowance     (24,663 )     (6,706 )
Net deferred tax asset   $ -     $ -  

 

NOTE 7. COMMITMENTS AND CONTINGENCIES

 

Legal contingencies

 

From time to time, the Company may be a defendant in pending or threatened legal proceedings arising in the normal course of its business. Management is not aware of any pending, threatened or asserted claims.

 

NOTE 8. EQUITY – SHAREHOLDER’S EQUITY

 

On November 4, 2021, the founder of the Company, Impactology Financial Corporation (“IFC”), contributed $50,100 in cash for the initial issuance of 10,001 shares of common stock.

 

On March 11, 2022, the Company had a reverse stock split, converting its, 10,000,000 authorized common shares to 5,000 common shares and retained its par value at $0.0001. As a result, its 10,001 common shares issued and outstanding converted to 5 common shares issued and outstanding.

 

During 2022, the sole shareholder of the Company contributed cash in the amount of $26,315 for operational expenses.

 

F-12

 

 

NOTE 9. RELATED PARTIES

 

In 2021 the Company received capital contributions from IFC, its parent company and sole shareholder for the issuance of common shares, see Note 8.

 

CBI’s corporate office address is 1185 Avenue of the Americas 3rd Floor, New York, NY 10036, United States, it is leased by Compound Administrative Services LLC (“CAS”) a related party by common ownership. CAS permits the Company to use this office without charge. It was determined that the current use of the has no material fair value, in consideration that CBI has no employees, operations or physical assets that occupy the premises and presently uses the location as a business address.

 

During 2022 CAS paid professional expenses on behalf of CBI which resulted in an amount owed by CBI to CAS of $29,981. Related party debt is due on demand and does not bear interest.

 

The Company formed CLL on March 16, 2022. The company intends for CLL to operate as a lender of residential and commercial mortgages, a role directly related to CBI’s business objectives as an investor in mortgage-backed securities. CLL has not begun operations and has no balances to report on or during December 31, 2022 and 2021 as part of the consolidation.

 

NOTE 10. SUBSEQUENT EVENTS

 

The Company has evaluated the consolidated financial statements for subsequent events through April 28, 2023, the date these consolidated financial statements were available to be issued.

 

During 2023 Company initiated its marketing and promotional strategy to increase brand awareness and attract potential customers.

 

The Company began to onboard new app users through its digital platform to sell bonds and bondholders began to purchase bonds in January 2023. The issued bonds bear interest at 7% per annum based on 360 days in a year, with interest credited daily to the bondholders’ accounts. The bonds are redeemable at any time given a five (5) days’ notice by the bondholder/Payee. The par value plus any accrued but unpaid interest is included in the redemption amount.

 

The Company plans to use these proceeds to purchase mortgages and generate income on these mortgages. No mortgages have been purchased and no income has been generated to date.

 

All subsequent payments made to bondholders were redemptions paid in accordance with the bondholder agreement.

 

The consolidated financial statements do not include any adjustment that may result from these conditions.

 

Management is not aware of any other events that have occurred subsequent to the balance sheet date that would require adjustment to, or disclosure in the consolidated financial statements.

 

F-13

 

 

Compound Real Estate Bonds, Inc.

Consolidated Balance Sheet (Unaudited)

As of

 

    June 30,
2023
    June 30,
2022
 
ASSETS                
                 
Assets                
Cash & Cash Equivalents   $ 996,066     $ 690  
Intangible Assets   $ 34,337     $ 15,497  
TOTAL ASSETS   $ 1,030,403     $ 16,187  
                 
LIABILITIES AND SHAREHOLDER’S EQUITY                
                 
Liabilities                
Accounts Payable   $ 29,039     $ 288  
Due to Related Parties   $ 98,749          
Bank Overdraft   $ 343     $ -  
Other Current Liabilities   $ 10,295     $ -  
Interest Accrued on Bonds   $ 30,353          
Bonds Principal Payable   $ 1,014,839     $ -  
Total Liabilities   $ 1,183,160     $ 288  
                 
Shareholder’s Equity                
Common Stock, par value $0.0001, 5,000 shares authorized, and 5 shares issued and outstanding.   $ 1     $ 1  
Additional Paid in Capital   $ 92,099     $ 53,129  
Accumulated Deficit   $ (245,316 )   $ (37,231 )
Total shareholder’s Equity   $ (153,216 )   $ 15,899  
                 
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY   $ 1,030,403     $ 16,187  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-14

 

 

Compound Real Estate Bonds, Inc.

Consolidated Statement of Operations (Unaudited)

For the

 

 

    Period
Jan’23 - Jun’23
    Period
Jan’22 - Jun’22
 
Operating Expenses                
Legal   $ 8,641     $ 8,892  
Other General and Administrative   $ 21,098     $ 491  
Other Professional   $ 13,318     $ 700  
Advertising and Marketing   $ 31,427     $ 850  
Software Development & Maintenance   $ 34,223       -  
Interest Paid on Bonds   $ 5,722          
Interest Accrued on Bonds   $ 30,353          
Software Amortization   $ 3,815       -  
Total Operating Expenses   $ 148,597     $ 10,933  
                 
Loss Before Income Taxes   $ (148,597 )   $ (10,933 )
               
Less Provision for Income Taxes   $ -     $ -  
                 
Net Loss   $ (148,597 )   $ (10,933 )
               
Basic and Dilutive Net Loss Per Share   $ (29,719 )   $ (2,187 )
Basic and Dilutive - Weighted average number of common shares outstanding     5.00       5.00  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-15

 

 

Compound Real Estate Bonds, Inc.

Consolidated Statement of Changes in Shareholder’s Equity (Unaudited)

 

    Common
Shares
    Common Stock,
Par $0.0001
    Additional
Paid in
Capital
    Accumulated
Deficit
    Total  
Balance at December 31, 2021     5     $ 1     $ 50,099     $ (26,298 )   $ 23,802  
                                         
Share issuances:                                        
Founding common shares issued for cash - parent company     -     $ -     $ 3,030     $ -     $ 3,030  
Net loss     -     $ -     $ -     $ (10,933 )   $ (10,933 )
                                         
Balance at June 30, 2022     5     $ 1     $ 53,129     $ (37,231 )   $ 15,899  
                                         
Share issuances:                                        
Shareholder’s contributed capital     -     $ -     $ 23,285     $ -     $ 23,285  
Net loss     -     $ -     $ -     $ (59,487 )   $ (59,487 )
                                         
Balance at December 31, 2022     5     $ 1     $ 76,414     $ (96,718 )   $ (20,303 )
                                         
Share issuances:                                        
Shareholder’s contributed capital     -     $ -     $ 15,685     $ -     $ 15,685  
Net loss     -     $ -     $ -     $ (148,597 )   $ (148,597 )
                                         
Balance at June 30, 2023     5     $ 1     $ 92,099     $ (245,316 )   $ (245,316 )

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-16

 

 

Compound Real Estate Bonds, Inc.

Consolidated Statement of Cash Flows (Unaudited)

 

    Period
Jan’23 - Jun’23
    Period
Jan’22 - Jun’22
 
Cash Flow from Operating Activities                
Net Loss   $ (148,597 )   $ (10,933 )
Add Non-Cash Expense: Software Amortization   $ 3,815          
                 
Adjustments to reconcile net loss to net cash used in operating activities:                
Increase in current liabilities   $ 110,184     $ -  
Net cash provided by Operating Activities   $ (34,598 )   $ (10,933 )
                 
Cash flow from Investing Activities                
Payments for Software Development   $ -   $ (15,497 )
Net cash provided by Investing Activities   $ -     $ (15,497 )
                 
Cash flow from Financing Activities                
Shareholder’s contributed capital   $ 15,685     $ 3,030  
Receipts from issuing bonds   $ 1,589,202          
Payment towards bond withdrawal   $ (574,369 )        
Net cash provided by Financing Activities   $ 1,030,518     $ 3,030  
                 
Net change in Cash & Cash Equivalents   $ 995,920     $ (23,400 )
Cash & Cash Equivalents at beginning of period   $ 145     $ 24,090  
Cash & Cash Equivalents at end of period   $ 996,066     $ 690  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-17

 

 

NOTE 1. ORGANIZATION AND NATURE OF OPERATIONS

 

Impact Bonds, Inc., a Delaware corporation was founded on November 2, 2021. Its name was changed to Compound Real Estate Bonds, Inc. (“the Company” or “CBI”) on March 11, 2022. The Company is in the business of issuing debt bonds to raise capital to pool and invest in real estate loans and mortgages that will be issued by its wholly owned subsidiary Compound Lending, LLC (“CLL”) and it has not begun to generate revenue. The Company formed, its subsidiary, CLL on March 16, 2022. CLL has not begun operations. The head office of the Company is located at 1185 Avenue of the Americas 3rd Floor, New York, NY 10036, United States.

 

The Company’s fiscal year-end is December 31st.

 

NOTE 2. GOING CONCERN

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has not yet generated revenues. These conditions raise substantial doubt about its ability to continue as a going concern for a period of twelve months from the issuance date of this report. On June 30, 2022 and June 30, 2023, the Company incurred losses of $10,933 and $148,597 respectively. However, On September 19, 2022, the Company was qualified by the SEC for Regulation A offering which allows it to raise capital of up to $75 million from the issuance of bonds.

 

No assurances can be given that the Company will achieve success, without seeking additional financing. There also can be no assurances that the Form 1-A will result in additional financing or that any additional financing required, can be obtained, or obtained on reasonable terms acceptable to the Company. These consolidated financial statements do not include adjustments related to the recoverability and classifications of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America or (“U.S. GAAP”) as found in the Accounting Standards Codification (“ASC”), the Accounting Standards Update(“ASU”) of the Financial Accounting Standards Board (“FASB”) and are expressed in US Dollars. Significant accounting policies applicable to the Company are summarized as follows:

 

Use of estimates

 

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and cash equivalents

 

For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid securities purchased with a maturity of 90 days or less to be cash and cash equivalents.

 

Related party disclosures

 

Under ASC 850 “Related Party Transactions” an entity or person is considered to be a “related party” if it has control, significant influence or is a key member of management personnel. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company in accordance With the standard ASC 850 presents disclosures about related party transactions and outstanding balances with related parties, see Note 9.

 

F-18

 

 

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Fair value of financial instruments

 

In accordance with ASC 820 “Fair Value Measurement” the Company categorizes financial instruments in a ‘fair value hierarchy’. The hierarchy categorizes the inputs used in valuation techniques into three levels. The hierarchy gives the highest priority to (unadjusted) quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The following are the three categories related to the fair value measurement of such assets or liabilities:

 

Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date, it holds a position in a single asset or liability and the asset or liability is traded in an active market.

 

Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Inputs are derived principally from or corroborated by observable market data by correlation or other means (‘market-corroborated inputs’).

 

Level 3 inputs are unobservable for the asset or liability. An entity develops unobservable inputs using the best information available in the circumstances, which might include the entity’s own data, taking into account all information about market participant assumptions that is reasonably available.

 

The Company has no financial instruments requiring hierarchy classification and disclosure.

 

Intangible Assets

 

In accordance with ASC No. 350-40, internal use software are Intangible assets that are not sold, leased or marketed but are acquired or internally developed to meet an entity’s internal needs. Such intangibles have an estimable useful life, are amortized over this period and reviewed for impairment if impairment indicators arise. Accordingly, amortization of the asset is determined from the date it is placed in service. The Company spent on developing the software to facilitate the issuance of bonds to clients.

 

Income taxes

 

Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets of the Company relate primarily to operating loss carryforwards for federal income tax purposes. A full valuation allowance for deferred tax assets has been provided because the Company believes it is not more likely than not that the deferred tax asset will be realized. Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods.

 

The Company periodically evaluates its tax positions to determine whether it is more likely than not that such positions would be sustained upon examination by a tax authority for all open tax years, as defined by the statute of limitations, based on their technical merits. As of June 30, 2022 and June 30, 2023, the Company has not established a liability for uncertain tax positions.

 

Share capital

 

In accordance with ASC 505 “Equity” the Company considers an equity instrument to be any contract that evidences a residual interest in the assets of an entity after deducting all its liabilities. The Company’s common shares are classified as equity instruments. Incremental costs directly attributable to the issuance of new shares are recognized in equity as a reduction from the gross proceeds received from the issued shares. Share capital is reported on the balance sheet and statement of changes in shareholder’s equity.

 

F-19

 

 

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Principles of Consolidation

 

The consolidated financial statements present balances of the Company. Its wholly owned subsidiary CLL has not begun operations and has no values to report as part of the consolidation as of June 30, 2023. In accordance with ASC Topic 810 “Consolidation”, intercompany accounts and transactions would be eliminated in consolidation.

 

Basic and diluted earnings per share

 

Under ASC 260 “Earnings Per Share”, public companies shall present basic and diluted per-share amounts for income from continuing operations and for net income on the face of the income statement with equal prominence. The Company presents this information accordingly, because it is qualified by the SEC for a Regulation A offering, which allows it to raise capital of up to $75 million from the issuance of bonds. Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Shares issued during the period and shares reacquired during the period shall be weighted for the portion of the period that they were outstanding. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. The Company had no dilutive instruments on June 30, 2022, or June 30, 2023, and therefore the basic and dilutive loss per share on the statement of operations are the same, at an amount of $2,187 and $29,719 respectively.

 

Recently issued accounting standards

 

In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The standard also requires additional disclosures related to significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio. Operating lease receivables are excluded from the scope of this guidance. The amended guidance is effective for the Company for fiscal years, and interim periods within those years, beginning January 1, 2023. As a result of the amendments in ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, the impairment model is no longer based on an impairment being other-than-temporary. We regularly review investment securities for impairment. For debt securities, if we do not intend to sell the security or it is not more likely than not that we will be required to sell the security before recovery of our amortized cost, we evaluate qualitative criteria, such as the financial health of and specific prospects for the issuer, to determine whether we do not expect to recover the amortized cost basis of the security.Accounting standards promulgated by the FASB are subject to change. Changes in such standards may have an impact on the Company’s future consolidated financial statements.

 

The Company periodically reviews new accounting standards that are issued. Although some of these accounting standards may be applicable to the Company, the Company has not identified any new standards that it believes merit further discussion, and the Company expects that none would have a significant impact on its consolidated financial statements.

 

NOTE 4. CONCENTRATION AND CREDIT RISK

 

Financial instruments, which potentially subject CBI to credit risk, consist principally of cash. Cash deposits are maintained with a financial institution in the USA that is credit worthy. CBI maintains all cash with a bank insured up to $250,000 by the Federal Deposit Insurance Corporation. CBI at inception adopted a policy to closely monitor economic and regulatory conditions as it relates to federally uninsured balances, to promptly mitigate risks. No deposits were held with a financial institution in excess of federally insured limits on June 30, 2022 or June 30, 2023, and during the reporting periods. Currently, CBI’s only source of capital to initiate and sustain operations came from its sole shareholder and parent company.

 

CBI has not generated revenues nor begun operations on June 30, 2022. Nevertheless, the Company is qualified by the SEC for Regulation A offering which will allow it to raise capital up to $75 million from the issuance of bonds. It plans to use this capital to begin implementation of its business plan.

 

F-20

 

 

NOTE 5. INTANGIBLE ASSETS

 

During 2022, the Company entered into an agreement with a media company to have a mobile app and website developed permitting it to communicate with clients and issue bonds. The company paid $38,152 for these software applications until they were ready to onboard new users. The development and maintenance of these applications will be ongoing throughout the life of the business. These assets were not placed into services in 2022. Therefore, the Company incurred no amortization expense during 2022. The application was under beta testing during 2022 and began onboarding users from January 2023. The management intends to charge amortization on software development cost incurred till 31st December 2022 over next 60 months. Any expenditure during 2023 done for software maintenance is charged to the Income Statement. On June 30, 2022, and 2023 balance details for intangible assets were as follows:

 

  On June 30,
2023
 
INTANGIBLE ASSETS   2023     2022  
Computer software   $ 38,152     $ 15,497  
Accumulated amortization   $ (3,815 )   $ -  
INTANGIBLE ASSETS, NET   $ 34,337     $ 15,497  

 

NOTE 6. INCOME TAXES

 

The Company’s tax expense differs from the “expected” tax expense for Federal and State income tax purposes (computed by applying the United States Federal tax rate of 21% and the State tax rate of 4.5% to income before taxes), as follows:

 

  For the
Period Ending
June 30,
2023
 
    Jan’23 - Jun’23     Jan’22 - Jun’22  
Income tax expense (credit) at statutory rate   $ (37,892 )   $ (2,788 )
Less nontaxable capital gain   $ -     $ -  
Increase in valuation allowance   $ 37,892     $ 2,788  
Income tax expense per books   $ -     $ -  

 

The tax effects of the temporary differences between reportable consolidated financial statement income and taxable income are recognized as deferred tax assets and liabilities.

 

The tax effect of significant components of the Company’s deferred tax assets and liabilities on June 30, 2022, and June 30, 2023, are estimated to be as follows:

 

    For the
Period Ending
June 30,
2023
 
    Jan’23 - Jun’23     Jan’22 - Jun’22  
NOL Carryover   $ 55,849     $ 2,788  
Valuation allowance   $ (55,849 )   $ (2,788 )
Net deferred tax asset   $ -     $ -  

 

F-21

 

 

NOTE 7. COMMITMENTS AND CONTINGENCIES

 

Legal contingencies

 

From time to time, the Company may be a defendant in pending or threatened legal proceedings arising in the normal course of its business. Management is not aware of any pending, threatened or asserted claims.

 

NOTE 8. EQUITY – SHAREHOLDER’S EQUITY

 

On November 4, 2021, the founder of the Company, Impactology Financial Corporation (“IFC”), contributed $50,100 in cash for the initial issuance of 10,001 shares of common stock.

 

On March 11, 2022, the Company had a reverse stock split, converting its, 10,000,000 authorized common shares to 5,000 common shares and retained its par value at $0.0001. As a result, its 10,001 common shares issued and outstanding converted to 5 common shares issued and outstanding.

 

During 2022, the sole shareholder of the Company contributed cash in the amount of $23,285 for operational expenses.

 

Till June 30, 2023, the sole shareholder of the Company contributed cash in the amount of $15,685 for operational expenses.

 

NOTE 9. RELATED PARTIES

 

In 2021 the Company received capital contributions from IFC, its parent company and sole shareholder for the issuance of common shares, see Note 8.

 

CBI’s corporate office address is 1185 Avenue of the Americas 3rd Floor, New York, NY 10036, United States, it is leased by Compound Administrative Services LLC (“CAS”) a related party by common ownership. CAS permits the Company to use this office without charge. It was determined that the current use of the has no material fair value, in consideration that CBI has no employees, operations or physical assets that occupy the premises and presently uses the location as a business address.

 

During 2023 CAS paid professional expenses on behalf of CBI which resulted in an amount owed by CBI to CAS of $5,310. Related party debt is due on demand and does not bear interest.

 

All the expenses incurred by CAS is on behalf of CREB amounting to $63,458 till June 30, 2023, which is shown as follows:

 

Expenses  CAS 
Legal   7,582 
Other General and Administrative   1,940 
Other Professional   8,018 
Advertising and Marketing   28,724 
Software Development & Maintenance   17,193 
Total   63,458 

 

The Company formed CLL on March 16, 2022. The company intends for CLL to operate as a lender of residential and commercial mortgages, a role directly related to CBI’s business objectives as an investor in mortgage-backed securities. CLL has not begun operations and has no balances to report on or during June 30, 2022 and 2023 as part of the consolidation.

 

F-22

 

 

NOTE 10. SUBSEQUENT EVENTS

 

The Company has evaluated the consolidated financial statements for subsequent events through June 30, 2023, the date these consolidated financial statements were available to be issued.

 

During 2023 Company initiated its marketing and promotional strategy to increase brand awareness and attract potential customers.

 

The Company began to onboard new app users through its digital platform to sell bonds and bondholders began to purchase bonds in January 2023. The issued bonds bear interest at 7% per annum based on 360 days in a year, with interest credited daily to the bondholders’ accounts. The bonds are redeemable at any time given a five (5) days’ notice by the bondholder/Payee. The par value plus any accrued but unpaid interest is included in the redemption amount.

 

The Company plans to use these proceeds to purchase mortgages and generate income on these mortgages. No mortgages have been purchased and no income has been generated to date.

 

All subsequent payments made to bondholders were redemptions paid in accordance with the bondholder agreement.

 

The consolidated financial statements do not include any adjustment that may result from these conditions.

 

Management is not aware of any other events that have occurred subsequent to the balance sheet date that would require adjustment to, or disclosure in the consolidated financial statements.

 

F-23