This Post-Qualification Amendment No. 5 amends the Offering Statement of CWS Investments, Inc. originally qualified on July 13, 2022, as previously amended and supplemented, to add, update and/or replace information contained in the Offering Statement.

CWS Investments, Inc. (the “Company”) is offering a combined maximum amount of $75,000,000 of a single class of Series A Redeemable Preferred Membership Units in the Company (“Preferred Stock” or “Shares”) at an offering price of $10.00 per share. The Company is not selling any shares of common stock in this Offering. The minimum permitted purchase is $5,000 for Class A Preferred Stock (“Stock” or “Shares”). The Company is also offering up to 525,000 Bonus Shares that will be issued at no cost to investors. Further information on the securities being offered can be found on page 27. The Company was previously qualified on July 13, 2022 and began to offer shares immediately thereafter and has offered shares continuously since that time. As of the time of this post-offering amendment, the Company has sold approximately $14,678,000 in Class A Preferred Stock since being qualified on July 13, 2022.

Investors will be required to hold their Interest for four (4) years from the date of the Management’s receipt and deposit of the invested funds (the “Lockup Period”). Early redemption requests for reasons of financial hardship or emergency during the Lockup Period may be considered on a case-by-case basis subject to a penalty against the amount invested, as well as the loss of Bonus Shares, as further described on page 28, Description of Securities – Limited Right of Liquidity.

This Offering is being conducted pursuant to Regulation A of Section 3(6) of the Securities Act of 1933, as amended, (the “Securities Act”), for Tier 2 offerings. The Offering will terminate on the earlier of 12 months from the date this Offering Circular is qualified for sale by the Securities Exchange Commission (“SEC”) (which date may be extended for an additional two (2) years in the Company’s sole discretion) or the date when all and Shares have been sold. This is the Company’s first extension since its original qualification on July 13, 2022.

Investing in our securities is highly speculative and involves a high degree of risk. You should carefully consider the information set forth in the “Risk Factors” section beginning on page 3 before deciding to invest.

The Company, as well as this Offering, is being managed by a management team led by Christopher Seveney and Lauren Wells (“Management”). There is no existing public trading market for our common stock. For the time being we do not intend to apply for listing of the common stock on any securities exchange or for quotation in any automated dealer quotation system or other over-the-counter market, however, the Company reserves the right to later amend this Offering in the event that the Company seeks to apply for listing on an exchange.

Neither the SEC nor any state securities commission has approved or disapproved these securities or determined if this offering circular is accurate or complete. Any representation to the contrary is a criminal offense.

The Series A Redeemable Preferred Membership Units in the Company will be offered to prospective investors. Each share of Redeemable Preferred Stock will have an initial stated value of $10 per share (the “Stated Value”), subject to appropriate adjustment upon certain events such as recapitalizations, stock dividends, stock splits, stock combinations, and reclassifications, as set forth in the Certificate of Designation for the Redeemable Preferred Stock. The Shares will be offered and sold publicly at a price of $10 per share. The minimum investment amount of Series A Redeemable Preferred Stock is $5,000. The Shares will not be certificated. The Shares rank senior to any issued or unissued common stock or membership units of the Company with respect to payment of dividends and distribution of amounts upon our liquidation, dissolution or winding up. Holders of our Series A Redeemable Preferred Stock will have no voting rights.

Holders of Preferred Shares A Stock (hereafter “Class A Stock”) are entitled to receive, when and as declared by Management out of legally available funds, cumulative cash dividends on each share of Class A Stock at a per annum rate of 8% of the Stated Value of such share. Dividends are payable in monthly installments on the first day of each month (or the next following business day thereafter in the event such date is not a business day with no additional interest accruing). Dividends on each share of Class A Stock will begin accruing on, and will be cumulative from, the first day of the month following the month in which the subscription for the Shares was completed and accepted by the Company (the “date of issuance”) and regardless of whether Management declares and pays such dividends. Class A Members shall be required to hold their stock for a minimum of 48 months. The Offering is made through MIT Associates LLC, Member FINRA/SIPC, who will act as the broker/dealer of record.

To the extent that the Company’s officers and directors make any communications in connection with the 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.

The offering price of the Shares has been arbitrarily determined by the Company and bears no relationship to our assets, book value, potential earnings, net worth or any other recognized criteria of value.

The Company initially commenced the sale of the Shares as of qualification on July 13, 2022, and has continuously offered Shares since that time. There is no minimum number of Shares that must be sold before we can close this offering and use any proceeds. Because there is no minimum offering amount, funds raised may not be sufficient to complete the plans of the Company as set forth in “Use of Proceeds” in this Offering Circular. See “Plan of Distribution” and “Description of Capital” for a description of our capital stock.

THE SHARES OFFERED HEREBY ARE HIGHLY SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. SEE “RISK FACTORS” FOR A DISCUSSION OF CERTAIN RISKS YOU SHOULD CONSIDER BEFORE PURCHASING ANY BONDS OR SHARES IN THIS OFFERING.

THIS OFFERING CIRCULAR IS NOT KNOWN TO CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT, NOR TO OMIT MATERIAL FACTS WHICH IF OMITTED, WOULD MAKE THE STATEMENTS HEREIN MISLEADING. IT CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS OF DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN. HOWEVER, THIS IS A SUMMARY ONLY AND DOES NOT PURPORT TO BE COMPLETE. ACCORDINGLY, REFERENCE SHOULD BE MADE TO THE CERTIFICATION OF RIGHTS, PREFERENCES AND PRIVILEGES AND OTHER DOCUMENTS REFERRED TO HEREIN, COPIES OF WHICH ARE ATTACHED HERETO OR WILL BE SUPPLIED UPON REQUEST, FOR THE EXACT TERMS OF SUCH AGREEMENTS AND DOCUMENTS.

THE U.S. SECURITIES AND EXCHANGE COMMISSION 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 REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

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.

THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS CONCERNING THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

This Offering Circular follows the offering circular format described in Part II (a)(1)(ii) of Form 1-A.

SUMMARY AND RISK FACTORS

This summary highlights information contained elsewhere in this Offering Circular and is qualified in its entirety by the more detailed information and financial statements appearing elsewhere or incorporated by reference in this Offering Circular. This summary does not contain all the information that you should consider before deciding to invest in our securities. You should read this entire Offering Circular carefully, including the “Risk Factors” section, our historical consolidated financial statements and the notes thereto, and unaudited pro forma financial information, each included elsewhere in this Offering Circular. Unless the context requires otherwise, references in this Offering Circular to “the Company,” “we,” “us” and “our” refer to the Company.

SUMMARY

Issuer. The Company is a Virginia based corporation formed on February 22, 2022 that acquires and manages real estate backed loans, as well as other real estate related assets, to include single family homes and smaller, multi-family residential properties. The Company, sometimes by and through wholly owned subsidiary limited liability companies, purchases performing and non-performing promissory notes, lines of credit, and land installment contracts secured by real property (the “Notes”) throughout the United States with conservative loan to value characteristics. Meaning, the Company only purchases Notes that are fully secured. The Company also engages in originating business purpose loans throughout the United States. While the Company typically only invests in first mortgages, the Company may opportunistically invest in second mortgages and lease options if they meet the aforementioned conservative characteristics. The Company also invests in Class A and B single family homes and smaller multi-family residential properties. If investing in single family homes and/or multi-family property, the Company will do so on a cash basis, but in no event will the Company use leverage in excess of 60% loan to value. The Company may also take any action incidental and conducive to the furtherance of the stated purposes.

The Company’s senior management has extensive experience in real estate loan transactions, lending and analyses, regulatory compliance and real estate portfolio management.

SUMMARY RISK FACTORS

An investment in our Stock involves numerous risks and uncertainties, including those highlighted in the section of this offering circular titled “Risk Factors.” These risks include the following:

●

We have approximately one year of operating history and may not be able to operate our business successfully or generate sufficient cash flows to accomplish our business objectives;

●

We have minimal operating capital and for the foreseeable future will be dependent upon our ability to finance our operations from the sale of equity or other financing alternatives;

●

We have set the offering price in this Offering arbitrarily and it may not reflect the value of our common stock;

●

If you purchase our Stock in this Offering, you will experience substantial and immediate dilution; and

●

There is no minimum amount required as a condition of our accepting subscriptions and using the funds raised in this Offering.

REGULATION A+

We are offering our Stock pursuant to rules adopted by the SEC mandated under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. These offering rules are often referred to as “Regulation A+.” We are relying upon “Tier 2” of Regulation A+. The offering was originally qualified with the SEC on July 13, 2022, and through this post-qualification summary, will continue to offer the Shares for another 12 months, for a total offered of $89,678,000¹ million in a rolling 24-month period.

In accordance with the requirements of Tier 2 of Regulation A+, we are required to publicly file annual, semiannual, and current event reports with the SEC after the qualification of the offering statement of which this Offering Circular is a part.

SUMMARY OF THE OFFERING

Issuer

CWS Investments, Inc.

Securities Offered

We are offering up to 7,500,000 shares of Class A Preferred Stock and up to 525,000 Bonus shares of Class A Preferred Stock. There is no requirement that any number of any class of Stock be sold. We are not offering Common Stock. The Stock being offered will have no voting rights.

Preferred Dividend Return

Class A - We will issue dividends up to 8% to be paid monthly. The minimum investment amount is $5,000. Shareholders will be required to hold their shares for a minimum of four (4) years, subject to redemption provisions set forth on page 27.

Offering Price

$10 per Share.

¹	This figure consists of the $14,678,000 sold over the prior year (as of June 1, 2023), as well as the $75,000,000 being offered over the coming year pursuant to this post qualification offering.

Our Stock involves a high degree of risk. In deciding whether to purchase our Stock, you should carefully consider the following risk factors. Any of the following risks could have a material adverse effect on the value of the Stock you purchase and could cause you to lose all or part of your initial purchase price.

No Guaranty of Distributions: The ability of the Company to make the distributions you expect, and ultimately to give you your money back, depends on a number of factors, including some beyond its control. Nobody guarantees that you will receive distributions.

Real Estate is Speculative: Real estate is notoriously speculative and unpredictable. Most or all the assets purchased by the Company are and will be backed by real estate. If the real estate market declines, the Company might not be able to pay the return you expect or even to pay back your investment. The real estate industry has seen numerous ebbs and flows over the past two decades, including the notorious downturn in 2007-2009. These events impact the ability of the Company to generate revenue and in turn, distribute dividends and proceeds.

Risks Relating to Real Estate Loans: The ultimate performance and value of the Company’s investments will depend upon, in large part, the Borrower’s ability to perform and the Company’s ability to operate any given property so that it produces sufficient cash flows necessary to generate profits. Revenues and cash flows may be adversely affected by: changes in national or local economic conditions; changes in local real estate market conditions due to changes in national or local economic conditions or changes in local property market characteristics, including, but not limited to, changes in the supply of and demand for competing properties within a particular local property market; competition from other properties offering the same or similar services; changes in interest rates and the credit markets which may affect the ability to finance, and the value of, investments; the ongoing need for capital improvements, particularly in older building structures; changes in real estate tax rates and other operating expenses; changes in governmental rules and fiscal policies, civil unrest, acts of God, including earthquakes, hurricanes, and other natural disasters, acts of war, or terrorism, which may decrease the availability of or increase the cost of insurance or result in uninsured losses; changes in governmental rules and fiscal policies which may result in adverse tax consequences, unforeseen increases in operating expenses generally or increases in the cost of borrowing; decreases in consumer confidence; government taking investments by eminent domain; various uninsured or uninsurable risks; the bankruptcy or liquidation of Borrowers or tenants; adverse changes in zoning laws; the impact of present or future environmental legislation and compliance with environmental laws.

The Company may have difficulty protecting its rights as a noteholder, which may result in the Company incurring additional costs and expenses.

Borrower’s Failure to Pay: The Company intends to purchase performing and non-performing Notes. There is the risk that the performing Notes may become non-performing and the non-performing Notes may not be able to be re-negotiated into performing Notes, through no fault of the Company. A risk associated with this business is that non-performing Notes may never perform or may start performing, but then stop performing. The Company considers numerous factors when contemplating the purchase of Notes. There is no guaranty that a Note will always perform or that it can be re-negotiated with the Borrower, or that the Borrower will uphold its obligations under the re-negotiated Note.

Pricing of Loans: The ability of the Company to generate revenue and to make distributions to Investors depends on the Company’s ability to accurately value prospective loans for purchase. Although the Company and its advisors rely on various objective criteria, the value of these loans has generally proven to be a fairly subjective endeavor that depends on a variety of factors. The factors include issues related to the underlying note (length of default, borrower bankruptcy, value of collateral, ability to modify, etc.) as well as issues related to the seller (need for capital, dissolution requirements, and varying other business objectives). There is no guaranty that the Company and its advisors will be successful.

The Company Does Not Have A Credit Rating: The Company has not been rated by credit rating agency and, as a result, Investors have no objective measure by which to judge the creditworthiness of the Company.

Incomplete Due Diligence: The Company performs significant “due diligence” on the Notes prior to purchase. This includes the review of any available information about the loans and the underlying collateral. Despite best efforts, it is impossible to review all of the information about a given loan and there is no assurance that all of the information that was provided/obtained is accurate. It is also possible that we have reached inaccurate conclusions concerning the information we have reviewed.

Role of Management: Investors will have no right to vote and will have a limited ability to participate in the management of the Company. Management will make all investment and management decisions. As a result, the success of the Company will depend almost exclusively on the skills of the President and Chief Executive Officer, Christopher Seveney and Chief Strategy Officer, Lauren Wells. If Mr. Seveney and Mrs. Wells resigned, died, or became ill, the Company and its Investors could suffer.

The Company has less than a year of an Operating History: Although the principal of the Company has been engaged in the real estate, finance, and construction industries for over 25 years, the Company is a relatively new business. Like any new business, the Company faces numerous challenges, including attracting and retaining qualified employees, marketing, and capital formation. If the Company failed in any of these or other key areas, the whole business could fail.

Limitation on Rights in Bylaws: The Bylaws limits your rights in several important ways, including these:

Conflicts of Interest: The Company’s interests could conflict with your interests in a number of important ways, including these:

No Market for the Securities: There are several obstacles to selling or otherwise transferring your Interests:

Past Performance Does Not Guaranty Future Performance: There is no guaranty that the Company will replicate the performance of the Affiliates.

Risk of Failure to Comply with Securities Laws: Affiliates of the Company have previously sold securities relying the exemptions under Rule 506(b) and (c) of Regulation D issued by the Securities and Exchange Commission, and the current Offering by the Company relies on the exemption under Regulation A. In all cases, we have relied on the advice of securities lawyers and believe we qualify for the exemption. If we did not qualify, we could be liable to penalties imposed by the Federal government and State regulators, as well as to lawsuits from investors.

Asset-Backed Securities: Securities laws generally include two definitions of the term “asset-backed security.” If the Stock were treated as “asset-backed securities” within the meaning of the first of these definitions, we would not be allowed to sell them in this Offering. If the Stock were treated as “asset-backed securities” within the meaning of the second of these definitions, the Company would be subject to substantial and onerous reporting obligations. For the reasons described in the “Asset-Backed Securities” section starting on page 29, we do not believe that the Stock constitutes asset-backed securities under either definition. If the Securities and Exchange Commission or another regulatory body were to conclude otherwise, however, we might be unable to complete the Offering, or we might be subject to onerous reporting obligations.

Mortgage Investment business is heavily regulated: The mortgage investment business is complex and heavily regulated. Our business is subject to extensive licensing requirements, consumer protection laws, foreclosure laws and regulatory oversight by federal, state and local governmental authorities. We may be required to devote substantial resources to compliance matters, and we may incur significant ongoing costs to comply with new and existing laws and governmental regulation. If we fail to operate our business in compliance with both existing and future laws, our business, reputation, financial condition, and results of operations could be materially and adversely affected. Our failure to comply with all applicable federal, state and local laws could result in, among other things, (i) loss of our licenses to engage in the mortgage investment businesses, (ii) government investigations and enforcement actions against us, (iii) fines, penalties and judgments against us, (iv) civil lawsuits, including class actions, (v) criminal liability, and (vi) breaches of covenants and representations under our servicing agreements, debt agreements or other agreements.

Licensing requirements applicable to mortgage investing business: Many states impose certain licensing requirements on investors who buy and sell mortgage loans secured by 1-4 family residential properties. Any failure to be appropriately licensed may prevent us from pursuing business opportunities that could be beneficial to the Company, and could expose us to investigations, lawsuits, administrative proceedings, costs (including attorneys’ fees), fines, judgments, penalties, or other consequences, which could materially and adversely affect our financial condition.

We may not be able to effectively control the timing and costs relating to the renovation and maintenance of our properties, which may adversely affect our operating results and ability to make distributions to our shareholders. Nearly all of our properties require some level of renovation either immediately upon their acquisition or in the future. We may acquire properties that we plan to extensively renovate. We may also acquire properties that we expect to be in good condition only to discover unforeseen defects and problems that require extensive renovation and capital expenditure. In addition, from time to time, we may perform ongoing maintenance or make ongoing capital improvements and replacements and perform significant renovations and repairs that insurance may not cover. Because our portfolio may consist of geographically dispersed properties, our ability to adequately monitor or manage any such renovations or maintenance may be more limited or subject to greater inefficiencies than if our properties were more geographically concentrated.

Our properties may have infrastructure and appliances of varying ages and conditions. Consequently, we routinely retain independent contractors and trade professionals to perform physical repair work and are exposed to all of the risks inherent in property renovation and maintenance, including potential cost overruns, increases in labor and materials costs, delays by contractors in completing work, delays in the timing of receiving necessary work permits, and poor workmanship. If our assumptions regarding the costs or timing of renovation and maintenance across our properties prove to be materially inaccurate, our operating results and ability to make distributions to our shareholders may be adversely affected.

We may from time to time in the future acquire some of our homes through the auction process, which could subject us to significant risks that could adversely affect us. We may from time to time in the future acquire some of our homes through the auction process, including auctions of homes that have been foreclosed upon by us or third-party lenders. Such auctions may occur simultaneously in a number of markets, including monthly auctions on the same day of the month in certain markets. As a result, we may only be able to visually inspect properties from the street and will purchase these homes without a contingency period and in “as is” condition with the risk that unknown defects in the property may exist. Upon acquiring a new home, we may have to evict residents who are in unlawful possession before we can secure possession and control of the home. The holdover occupants may be the former owners or residents of a property, or they may be squatters or others who are illegally in possession. Securing control and possession from these occupants can be both costly and time-consuming or generate negative publicity for our business and harm our reputation.

If we pay distributions from sources other than cash flow from operations, we will have less capital available for investments and your overall return is likely to be reduced. Our distribution policy is to use our cash flow from operations to make distributions to shareholders, however, we reserve the right to pay distributions from any source, including offering proceeds, borrowings, or sales of assets. We have not placed a cap on the use of proceeds to fund distributions. Until the proceeds from this offering are fully invested and from time to time during the operational stage, we may not generate sufficient cash flow from operations to fund distributions. If we pay distributions from sources other than our cash flow from operations, we will have less capital available to make investments, and your overall return is likely be reduced.

We may be subject to lender liability claims, and if we are held liable under such claims, we could be subject to losses. In recent years, a number of judicial decisions have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories, collectively termed “lender liability.” Generally, lender liability is founded on the premise that a lender has either violated a duty, whether implied or contractual, of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or stockholders. We cannot assure prospective investors that such claims will not arise or that we will not be subject to significant liability if a claim of this type does arise.

Investments in non-conforming and non-investment grade rated loans involve increased risk of loss. Many of our loans and investments may not conform to conventional loan standards applied by traditional lenders and either will not be rated (as is typically the case for private loans) or will be rated as a non-investment grade by the rating agencies. Private loans often are not rated by credit rating agencies. Non-investment grade ratings typically result from the overall leverage of the loans, the lack of a strong operating history for the properties underlying the loans, the borrowers’ credit history, the underlying properties’ cash flow or other factors. As a result, these investments should be expected to have a higher risk of default and loss than investment-grade rated assets. Any loss we incur may be significant and may adversely affect the results of operations and financial condition. There are no limits on the percentage of unrated or non-investment grade rated assets we may hold in our investment portfolio.

The Company’s real estate-related investments will be subject to the varying degrees of risk and significant fluctuations in their value. The value of the Company’s investments depends upon the Borrower’s ability to make the necessary loan payments and the ability to create value out of non-performing Notes. Revenues may be adversely affected by changes in national or international economic conditions; changes in local market conditions due to changes in general or local economic conditions and neighborhood characteristics; the financial condition of tenants, buyers, and sellers of properties; competition from other properties offering the same or similar services; changes in interest rates and in the availability, cost, and terms of mortgage companies; the impact of present or future environmental legislation and compliance with environmental laws; the ongoing need for capital improvements (particularly in older structures); changes in real estate tax rates and other operating expenses; adverse changes in governmental rules and fiscal policies; civil unrest; acts of God, including earthquakes, hurricanes, and other natural disasters; acts of war; acts of terrorism (any of which may result in uninsured losses); adverse changes in zoning laws; and other factors that are beyond the control of the real property owners and the Company. In the event that any of the properties underlying the Company’s investments experience any of the foregoing events or occurrences, the ability of the real property owner to pay the interest and principal on any debt securities would be negatively impacted.

As discussed throughout this Offering, the market for the mortgage loans can be tight. In an effort to generate cashflow in the event that the Company is unable to source mortgage loans for purchase, the Company may opportunistically purchase single family and small multi-family residential properties. If investing in single family homes and/or multi-family property, the Company expects to do so on a cash basis, but in no event will the Company use leverage in excess of 60% loan to value. Depending on the condition of the properties, the Company may either immediately rent said properties in order to generate residual income, or it may renovate and thereafter sell or rent the properties.

Results will be subject to risks generally incident to the ownership and rental of residential real estate, many of which are beyond our control, including, without limitation:

Any one or more of these factors could adversely affect our business, financial condition and results of operations.

The Company is nearly paperless, with all documents secured and managed digitally. The Company utilizes industry proven software that allows it to track and manage its investments with confidence and accuracy. However, there are risks associated with technology. Defects in software products and errors or delays in processing of electronic transactions could result in:

In addition, the Company relies on technologies supplied by third parties that may also contain undetected errors, viruses, or defects that could have a material adverse effect on the Company’s financial condition and results of operations.

We rely upon Microsoft Web Services to operate certain aspects of our service and any disruption of or interference with our use of the Microsoft Web Services operation would impact our operations and our business would be adversely impacted. Microsoft Web Services (“MWS”) provides a distributed computing infrastructure platform for business operations, or what is commonly referred to as a “cloud” computing service. Our software and computer systems have been designed to utilize data processing, storage capabilities and other services provided by MWS. Currently, we run our loan management software on MWS. Given this, along with the fact that we cannot easily switch our MWS operations to another cloud provider, any disruption of or interference with our use of MWS would impact our operations and our business would be adversely impacted.

We will routinely collect, process, store, use and disclose personal information of borrowers (including, but not limited to, names, addresses, social security numbers, bank account numbers, credit card numbers and credit history information). Such information is subject to various federal, state and other laws regarding data privacy and protection. The regulatory framework for data privacy and protection issues in the United States and internationally is constantly evolving and is likely to remain fluid for the foreseeable future. We may be required to expend significant time, money and other resources towards compliance with such laws, and we may be subject to orders, fines, penalties or other adverse consequences from governmental authorities, as well as lawsuits from consumers, if we fail to comply with such laws. An actual or perceived failure by the Company to properly safeguard and use sensitive personal information could severely damage our reputation and harm our business.

We have a limited operating history and may not be able to operate our business successfully or generate sufficient cash flows to accomplish our business objectives. As a result, an investment in our stock entails more risk than an investment in the stock of a company with a substantial operating history. Our audited financial statements include a statement that there is a substantial doubt about our ability to continue as a going concern. See page 12 of the Audited Financial Report. If we are unable to operate our business successfully, you could lose all or a portion of your investment in our Stock. Our ability to successfully operate our business and implement our operating policies and investment strategy depends on many factors, including:

We have minimal operating capital and limited revenue from operations as of this Offering. We have minimal operating capital and for the foreseeable future will be dependent upon our ability to finance our operations from this Offering. There can be no assurance that we will be able to successfully raise operating capital. The failure to successfully raise operating capital, and the failure to attract qualified real estate companies and sufficient investor purchase commitments, could result in events which would have a material adverse effect on us and our shareholders.

We have been organized as a corporation which will result in an additional level of taxation not incurred by entities organized as pass-through entities. We were formed as a corporation and have elected to be taxed as a corporation. As a result, unlike limited liability companies, limited partnerships, and other pass-through entities that do not incur tax at the entity level, both we and the holders of our common stock will incur tax on any earnings generated by our real estate subsidiaries that are distributed to the holders of our common stock.

The distributions made pursuant to the Class A Preferred Stock dividend provisions will be taxable as dividends to shareholders only to the extent of current and accumulated earnings and profits. To the extent the company does not have current and accumulated earnings and profits, the distributions will be treated as a non-taxable return of capital to the extent of the shareholder’s adjusted basis. If distributions still exceed the amount of adjusted basis, such excess would be considered as capital gains income to the shareholder, who will generally be subject to federal (and possibly State) income tax on such gains at a rate that depends upon the shareholder’s holding period with respect to the shares in question, among other factors. Since the tax treatment of any distributions may vary according to the financial performance of the company, as well as the particular circumstances of the investor, investors should consult their own tax advisers, and should further not assume that the distributions will be subject to the same tax treatment from year to year.

Our business, results of operations, financial condition, and cash flows may be adversely affected by pandemics and outbreaks of infectious disease, particularly the ongoing COVID-19 pandemic. Pandemics, such as the current COVID-19 pandemic, and outbreaks of infectious disease may adversely impact our business, results of operations, financial condition, and cashflows. The ongoing COVID-19 outbreak in the United States has led entities directed by, or notionally affiliated with, the Federal government as well as certain states and cities, including those in which we own and will own properties, to impose and continue to implement measures intended to control the spread of COVID-19. Some of these measures have impacted our ability to liquidate non-performing assets insofar as foreclosure moratoriums have allowed delinquent borrowers to continue to reside in properties without making payments on their underlying loans.

The Company may not be successful in availing ourselves of the Investment Company Act exclusions and/or exemptions, and even if the Company is successful, the exclusion would impose limits on our operations, which could adversely affect the operations.

The Company intends to avoid becoming subject to the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Investment Company Act is generally intended to regulate entities that raise monies where the entity itself “holds itself out as being engaged primarily, or purposes to engage primarily, in the business of investing, reinvesting or trading in securities” (Section 3(a)(1)(A) of the Investment Company Act).

An “investment company” under the Investment Company Act considers the nature of an entity’s assets. Section 3(a)(1)(C) of the Investment Company Act defines “investment company” as any issuer that: “...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.” Section 3(b)(1) of the Investment Company Act provides that a company is not an “investment company” within the meaning of the Investment Company Act if it is: “[An] issuer primarily engaged, directly or through a wholly-owned subsidiary or subsidiaries, in a business or businesses other than that of investing, reinvesting, owning, holding, or trading in securities...”

Section 3(c) of the Investment Company Act provides for the following relevant exemptions: “Notwithstanding subsection (a), none of the following persons is an investment company within the meaning of this title:…(5) 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: (A) Purchasing or otherwise acquiring notes, drafts, acceptances, open accounts receivable, and other obligations representing part or all of the sales price of merchandise, insurance, and services; (B) making loans to manufacturers, wholesalers, and retailers of, and to prospective purchasers of, specified merchandise, insurance, and services; and (C) purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.”

The Company intends to conduct its operations so that neither the Company nor any of its subsidiaries or joint ventures will be required to register as investment companies under the Investment Company Act by primarily relying on an exemption from the definition of the investment company provided by Section 3(c)(5)(C) of the Investment Company Act. Section 3(c)(5)(C) of the Investment Company Act as interpreted by the SEC staff, requires the Company to invest at least 55% of its assets in mortgages and other liens on, and interests in, real estate, including fee interests, leasehold interests in real estate and promissory notes fully secured by mortgages solely on real estate (known as “qualifying interests”), and at least 80% of the Company assets in qualifying interests plus real estate-type interests (such as loans where at least 55% of the fair market value of the loan was secured by real estate at the time the issuer acquired the loan and agency partial pool certificates) to qualify for the exemption. The Company intends to achieve the referenced balance, and therefore maintain an exemption from the Investment Company Act, by only investing in first mortgages with conservative loan to value characteristics. Meaning, the Company only intends to purchase mortgages that are fully secured, as opposed to mortgages that are only partially secured by value in real property. The Company may also opportunistically invest in second mortgages and lease options if said assets possess similarly conservative loan-to-value characteristics.

Investors in the Company will not be entitled to the substantive protections of the Investment Company Act given the fact that the Company intends to operate such as to avoid registration under the Investment Company Act.

Although the Company will monitor the portfolio and income in an effort to comply with Section 3(c)(5)(C) and related guidance, there can be no assurance that the Company will be able to remain in compliance or maintain the exemption from registration. Registration under the Investment Company Act would require the Company to comply with a variety of substantive requirements that impose, among other things:

Any of the foregoing could require us to adjust our strategy, which could limit our ability to make certain investments or require us to sell assets in a manner, at a price or at a time that we otherwise would not have chosen. This could negatively affect the value of our common shares, the sustainability of our business model and our ability to make distributions. In addition, if the Company is required to register as an investment company but fails to do so, it could be prohibited from engaging in the business, and criminal and civil action may be brought against the Company and its affiliates.

Registration with the SEC as an investment company would be costly, would subject the Company to a host of complex regulations and would divert attention from the conduct of its business, which could materially and adversely affect the Company and its Members.

Our investment, financing, borrowing and dividend policies and our policies with respect to all other activities, including growth, debt, capitalization and operations, will be determined by our Management. These policies may be amended or revised at any time and from time to time at the discretion of our Management without a vote of our shareholders. In addition, our Management may change our policies with respect to conflicts of interest provided that such changes are consistent with applicable legal requirements.

Our certificate of incorporation will eliminate the liability of our directors and officers to our shareholders for money damages to the maximum extent permitted under Virginia law. Under current Virginia law our directors and officers will not have any liability to us or our shareholders for money damages other than liability resulting from willful misconduct or a knowing violation of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or manipulation of the market for any security.

Our Bylaws will obligate us to indemnify each of our directors or officers who is or is threatened to be made a party to or witness in a proceeding by reason of his or her service in those or certain other capacities, to the maximum extent permitted by Virginia law, from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her status as a present or former director or officer of us or serving in such other capacities. In addition, we may be obligated to pay or reimburse the expenses incurred by our present and former directors and officers without requiring a preliminary determination of their ultimate entitlement to indemnification. As a result, we and our shareholders may have more limited rights to recover money damages from our directors and officers than might otherwise exist absent these provisions in our bylaws or that might exist with other companies, which could limit your recourse in the event of actions that are not in our best interests.

We have set the offering price in this Offering arbitrarily and it may not reflect the value of the preferred stock. There is no public market for our preferred stock. The offering price for the preferred stock in this Offering has been arbitrarily determined by the Company and does not necessarily bear any direct relationship to its assets, operations, book value or other established criteria of value. If you purchase our preferred stock in this Offering, you will experience substantial and immediate dilution. The offering price of $10.00 per share in this Offering is substantially higher than the net tangible book value per share of our outstanding preferred stock immediately following the completion of this Offering. If you purchase shares of preferred stock in this Offering, you will experience substantial and immediate dilution in our net tangible book value per share. That is because the price that you pay will be substantially greater than the net tangible book value per share of the preferred stock that you acquire. This dilution is due in large part to the fact that our earlier investor paid substantially less than the offering price in this Offering when it purchased the shares of our capital stock.

No public trading market for our shares currently exists, so it may be difficult for you to sell your shares and, if you are able to sell your shares, you may have to sell them at a substantial discount on the Offering price. We have no immediate plans to list our shares of common or preferred stock on any exchange or quotation service but reserve the right to do so in the future. Any resale of our preferred stock must comply with applicable state and federal securities laws. If you are able to sell your shares, you may have to sell them at a discount to their Offering price. It is also likely that your shares will not be accepted as the primary collateral for a loan. You should purchase our shares only as a long-term investment because of the illiquid nature of the shares.

Our Management team will control the management of the Company and Christopher Seveney owns 75% of the common stock. Lauren Wells owns the remaining 25%, however is restricted and subject to certain vesting conditions. Christopher Seveney is the President of the Company and the Chairman of the Board. The Board of Directors consists of four (4) members, with the Chairman of the Board holding the tie-breaking vote. This ownership and management structure will prevent the Class A Stockholders from influencing significant decisions. As owners of preferred stock, you will not have the right to vote. For so long as Mr. Seveney continues to hold the common stock, he will be able to significantly influence or effectively control the composition of any board of directors and the approval of actions requiring shareholder approval through its voting power. Accordingly, this holder will have significant influence with respect to our management, business plans and policies in that the holder of the common stock and the Management team are virtually one in the same. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of preferred stock as part of a sale of our Company and ultimately might affect the value of your preferred stock.

There is no minimum amount required as a condition of our accepting subscriptions and using the funds raised in this Offering

Because this is a “best effort” offering with no minimum, we will have access to any funds tendered. This means that any investment made could be the only investment in this Offering, leaving the company without adequate capital to pursue its business plan or even to cover the expenses of this Offering.

Our management has broad discretion as to the use of certain of the net proceeds from this Offering.

We intend to use the net proceeds from this Offering to invest in the acquisition and management of Notes, as well as initial start-up costs. Management will have broad discretion in the application of the net proceeds allocated to working capital purposes. Accordingly, you will have to rely upon the judgment of Management with respect to the use of these proceeds.

Our shareholders’ interest in us will be diluted if we issue additional shares, which could reduce the overall value of their investment.

Potential investors in this Offering will not have preemptive rights to any shares we issue in the future. We may only issue up to $75,000,000 in shares of Preferred Stock pursuant to this Offering in any 12-month period (although we may raise capital in other ways). After your purchase in this Offering, our Management may elect to (i) sell additional shares in this or future Offerings; (ii) issue equity interests in private offerings; or (iii) otherwise issue additional shares of our stock. To the extent we may issue additional equity interests after your purchase in this Offering, your percentage ownership interest in us would be diluted. In addition, depending upon the terms and pricing of any additional offerings, the use of the proceeds and the value of our real estate investments, you may also experience dilution in the value of your shares and in the earnings and dividends per share, if provided for by your class of investment.

Our certificate of incorporation provides that the state courts of Virginia will be the exclusive forum for certain disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Nothing in our certificate of incorporation precludes stockholders that assert claims under the Securities Act of 1933 or the Securities Exchange Act of 1934 from bringing such claims in state or federal court, subject to applicable law.

Our focus on the long-term best interests of our Company and our consideration of all of our stakeholders, including our shareholders, employees, and other stakeholders that we may identify from time to time, may conflict with short- or medium-term financial interests and business performance, which may negatively impact the value of our preferred stock. We believe that focusing on the long-term best interests of our Company and our consideration of all of our stakeholders, including our shareholders, and other stakeholders we may identify from time to time, is essential to the long-term success of our Company and to long- term shareholder value. Therefore, we may make decisions that we believe are in the long-term best interests of our Company and our shareholders, even if such decisions may negatively impact the short- or medium-term performance of our business, results of operations, and financial condition or the short- or medium-term performance of our preferred stock. Our commitment to pursuing long-term value for the company and its shareholders, potentially at the expense of short- or medium-term performance, may materially adversely affect the value of our preferred stock, including by making owning our preferred stock less appealing to investors who are focused on returns over a shorter time horizon. Our decisions and actions in pursuit of long-term success and long-term shareholder value, which may include forbearance plans and loan modifications for borrowers vs. foreclosure, buy and hold real estate investments for rental income versus liquidation of assets, may not result in the long-term benefits that we expect, in which case our business, results of operations, and financial condition, as well as the trading price of our preferred stock, could be materially adversely affected.

The Company is offering Class A Preferred Shares at a per Share price of $10.00. As described in the “Bonus Shares Availability” section, 525,000 Bonus Shares are available for distribution. The distribution of the Bonus Shares will effectively reduce the per Share price investors pay and will have the effect of immediately diluting the investment of other investors in this Offering. Investors receiving the 4% bonus (for investments of $25,000 - $49,999) will pay an effective price of approximately $9.61 per share; investors receiving the 5% bonus (for investments of $50,000 - $99,999) will pay an effective price of approximately $9.52 per share; investors receiving the 6% bonus (for investments of $100,000-$249,999) will pay an effective price of approximately $9.43 per share; and investors receiving the 7% bonus (for investments of $250,000 or more) will pay an effective price of approximately $9.35 per share. This will have the effect of immediately diluting the investment of other investors in this Offering.

The Company is offering 525,000 Bonus Shares.² As provided for above and in the “Bonus Shares Availability” section, the available Bonus Share will be distributed based on meeting certain levels of investment. The amount of Bonus Shares available for distribution is such that any investor that meets the eligibility set forth in the Bonus Shares Availability section will receive the stated amount of Bonus Shares. The Bonus Shares will not become unavailable because the amount of Bonus Shares available for distribution is such an amount that every investor that meets the investment level criteria will receive the stated amount of Bonus Shares.

Class A Members will be required to hold their Interest for four (4) years from the date of the Management’s receipt and deposit of the invested funds. Accordingly, there will be a limited ability to redeem your shares, and you may be unable to withdraw your invested capital prior to the expiration of the four-year restricted period. Early redemption requests for reasons of financial hardship or emergency during the lockup period may be considered on a case-by-case basis subject to a penalty against the amount invested, including the loss of any Bonus Shares. For more information on the four-year restricted period and early redemption requests, please see page 27, Description of Securities - Limited Right of Liquidity.

As of April 28, 2023, the Company holds $25 million in assets under management, as defined by the value of the underlying asset. This includes Notes and REO. The Company intends to continue to deploy capital to acquire additional Assets. Accordingly, an Investor must rely upon the ability of the Company in making investments consistent with the Company’s investment objectives and policies. Although the principals have been successful in locating investments in the past, past success does not guarantee future success. The Company may experience trouble in sourcing and locating potential assets for a variety of reasons, to include market saturation, inflated pricing, and other economic reasons outside of the control of the Company.

The Company anticipates being able to make distributions or payments when investments are made, without interruption. The Company will attempt to invest the proceeds as quickly as prudence and circumstances permit; however, no assurance can be given as to how quickly the proceeds will be invested. Consequently, the distributions you receive on your investment may be reduced pending the investment of the Offering proceeds in real estate loans or direct real estate acquisition.

The Company’s Due Diligence May Not Reveal All Factors Affecting an Investment and May Not Reveal Weaknesses in Such Investments.

There can be no assurance that the Company’s due diligence processes will uncover all relevant facts that would be material to an investment decision. Before making an investment, the Company will assess the strength of the underlying properties and any other factors that they believe are material to the performance of the investment. In making the assessment and otherwise conducting customary due diligence, the Company will rely on the resources available to them and, in some cases, investigations by third parties.

The Company will make all management decisions, including Asset selection. The Company will be relying in large part on the Management’s acquisition expertise.

Chris Seveney and Lauren Wells are considered the Key Men. The Company has adopted a succession plan that provides that in the event of Mr. Seveney’s death or disability, Lauren Wells shall assume his position and continue to operate the Company. The Company has also purchased life insurance policies for the Key Persons. If Mr. Seveney and Mrs. Wells were to leave or otherwise become unable to manage the Company, the Company’s ability to continue could be materially and adversely affected. Upon the death or permanent disability of the Key Men, the shareholders shall have the right to approve a replacement Key Men by majority vote for a period of up to one year. If no replacement Key Men are appointed by the shareholders within the maximum one-year period, the Company shall permanently cease to make new investments and shall proceed with an orderly liquidation of its Assets.

The Company’s investment activities may include activities that will subject it to the risks of becoming involved in litigation by third parties. The expense of defending claims against the Company by third parties and paying any amounts pursuant to settlements or judgments would be borne by the Company and would reduce net assets.

In recent years, a number of judicial decisions in the U.S. have upheld the right of Borrowers to sue lending institutions on the basis of various evolving legal theories (collectively termed “lender liability”). Generally, lender liability is founded upon the premise that an institutional lender has violated a duty (whether implied or contractual) of good faith and fair dealing owed to the Borrower or has assumed a degree of control over the Borrower resulting in creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. Because of the nature of certain of the Company’s investments, the Company could be subject to allegations of lender liability.

In addition, under common law principles that, in some cases, form the basis for lender liability claims, if a lending institution (a) intentionally takes an action that results in the undercapitalization of a Borrower to the detriment of other creditors of such Borrower, (b) engages in other inequitable conduct to the detriment of such other creditors, (c) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (d) uses its influence as an equity holder to dominate or control a Borrower to the detriment of the other creditors of such Borrower, a court applying bankruptcy laws may elect to subordinate the claim of the offending lending institution to the claims of the disadvantaged creditor or creditors, a remedy called “equitable subordination.” The Company could be subject to claims from creditors of an obligor that the Company’s investments in debt obligations of such obligor should be equitably subordinated. Alternatively, in bankruptcy a court may re-characterize the Company’s claims or restructure the debt using “cram down” provisions of the bankruptcy laws.

As a result of the credit crisis and the occurrence of several high profile bankruptcies, recent government bailouts, bank failures, other negative corporate events, and certain other recent events, the financial markets have been disrupted in general and the availability and cost of capital for the Company and that of the Company’s competitors have been adversely affected. The achievement of the Company’s targeted rate of return is dependent, at least in part, upon the Company’s ability to access capital at rates and on terms the Company determines to be acceptable. If the Company’s ability to access capital becomes significantly constrained, the Company’s financial condition and future investments may be significantly adversely affected.

The Company will require that all real property securing the Assets is insured against hazard. However, some events may be uninsurable or insurance coverage for such events may not be economically practicable and may result in an Asset being under-secured or completely unsecured. Losses from earthquakes, floods, or other weather phenomena, for example, which could occur may be uninsured and cause losses to the Company. In addition, insurance may lapse without proper notice to the Company and/or Assets may become temporarily uninsured and sustain damage during this period.

There is a risk that when Company Assets are paid off, there may not be sufficient quality opportunities to immediately redeploy the proceeds received from these payoffs into new Company Assets. If the Company is unable to locate new Assets in a timely manner, the excess cash may water down the overall yield to the Company or Management may choose to repay Investors a portion or all of their Capital Account earlier than expected.

The business and arena in which the Company is engaged is highly competitive, and the Company competes with numerous established entities, some of which have more financial resources and experience in the business than the Company. The Company expects to encounter significant competition from other market participants including private lenders, private equity LLC managers, real estate developers, pension LLCs, real estate investment trusts, other private parties, potential investors or homeowners, and other people and/or entities with objectives similar in whole or in part to those of the Company. Any general increase in the availability of capital for such purposes may increase competition for Company Assets and could reduce the yields they produce, including those of the Company.

As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements, including the requirements for a board of directors or independent board committees. As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements that an issuer conducting a registered public offering or listing on a national stock exchange would be. Accordingly, are we are not required to have (i) a board of directors of which a majority consists of “independent” directors under the listing standards of a national stock exchange, (ii) an audit committee composed entirely of independent directors and a written audit committee charter meeting a national stock exchange’s requirements, (iii) a nominating/corporate governance committee composed entirely of independent directors and a written nominating/corporate governance committee charter meeting a national stock exchange’s requirements, (iv) a compensation committee composed entirely of independent directors and a written compensation committee charter meeting the requirements of a national stock exchange, and (v) independent audits of our internal controls. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of a national stock exchange.

Because of the exemptions from various reporting requirements provided to us under Regulation A and because we are only permitted to raise certain sums in any 12-month period under Regulation A (although we may raise capital in other ways), we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

We may intend to use the extended transition period for complying with new or revised accounting standards under part F/S of Regulation A.

We may intend to elect to use the extended transition period for complying with new or revised accounting standards under part F/S of Regulation A, which allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

Under Regulation A, we publicly report on an ongoing basis according to requirements that are more relaxed than those for reporting companies that qualify as “emerging growth companies” under the Securities Exchange Act of 1934 (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.

If we become a public reporting company in the future, we will be required to publicly report on an ongoing basis as an “emerging growth company” (as defined in the Jumpstart Our Business Startups Act of 2012, which we refer to as the JOBS Act) under the reporting rules set forth under the Exchange Act. As long as we remain an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not “emerging growth companies,” including but not limited to:

If we become a public reporting company in the future, we expect to take advantage of these reporting exemptions until we are no longer an emerging growth company. We would remain an “emerging growth company” for up to five years, although if the market value of our common stock that is held by non-affiliates exceeds $700 million as of June 30 or before that time, we would cease to be an “emerging growth company” as of the following December 31.

In either case, 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 shareholders could receive less information than they might expect to receive from more mature public companies.

There may be deficiencies with our internal controls that require improvements, and if we are unable to adequately evaluate internal controls, we may be subject to sanctions.

As a Tier 2 issuer, we will not need to provide a report on the effectiveness of our internal controls over financial reporting, and we will be exempt from the auditor attestation requirements concerning any such report so long as we are a Tier 2 issuer.

Laws intended to prohibit money laundering may require our Company to disclose investor information to regulatory authorities.

The Uniting and Strengthening America By Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 requires that financial institutions establish and maintain compliance programs to guard against money laundering activities and requires the Secretary of the U.S. Treasury (“Treasury”) to prescribe regulations in connection with anti-money laundering policies of financial institutions. The Financial Crimes Enforcement Network (“FinCEN”), an agency of the Treasury, has announced that it is likely that such regulations would subject certain pooled investment vehicles to enact anti-money laundering policies. It is possible that there could be promulgated legislation or regulations that would require our Company or its service providers to share information with governmental authorities with respect to prospective investors in connection with the establishment of anti-money laundering procedures. Such legislation and/or regulations could require us to implement additional restrictions on the transfer of shares of our common stock to comply with such legislation and/or regulations. We reserve the right to request such information as is necessary to verify the identity of prospective shareholders and the source of the payment of subscription monies, or as is necessary to comply with any customer identification programs required by FinCEN and/or the SEC. In the event of delay or failure by a prospective shareholder to produce any information required for verification purposes, an application for, or transfer of, shares of our common stock may be refused.

The U.S. Congress, the SEC, and other regulators have taken, or represented that they may take, action to increase or otherwise modify the laws, rules, and regulations applicable to techniques and instruments in which the Company may invest. New (or modified) laws, rules, and regulations may prevent, or significantly limit the ability of, the management to use certain such instruments or from engaging in such transactions. This may impair the ability of management to carry out the Company’s investment strategy and may otherwise have an adverse impact on the Company’s returns. Compliance with such new or modified laws, rules, and regulations may also increase the Company’s expenses and therefore, may adversely affect the Company’s performance. It is not possible at this time to predict with certainty what, if any, impact the new or modified regulations will have on the Company, and it is possible that such an impact could be adverse and material.

Forward-looking statements provide our current expectations or forecasts of future events and are not statements of historical fact. Some of the statements in the sections of this Offering Circular captioned “Offering Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business” and elsewhere in this Offering Circular contain forward-looking statements. These forward-looking statements include information about possible or assumed future events, including, among other things, discussion and analysis of our future financial condition, results of operations and funds from operations, our strategic plans and objectives, cost management, occupancy and leasing rates and trends, liquidity and ability to refinance our indebtedness as it matures, anticipated capital expenditures (and access to capital)required to complete projects, amounts of anticipated cash distributions to our shareholders in the future and other matters. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” “could,” “would,” “should,” “anticipates,” “predicts,” “projects,” “potential,” “continue,” “ongoing,” and the correlative negatives and other variations of these words and similar expressions are intended to identify forward-looking statements. These statements do not guarantee future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control. Furthermore, these statements are difficult to predict and/or could cause actual results to differ materially from those expressed or forecast in the forward-looking statements.

These statements involve risks, uncertainties, assumptions and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Offering Circular, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. Forward-looking statements in this Offering Circular include, but are not limited to, statements about:

This list of risks and uncertainties, however, is only a summary of some of the most important factors and is not intended to be exhaustive. You should carefully review the “Risk Factors” section of this Offering Circular above. New factors may also emerge from time to time that could materially and adversely affect us.

The table below sets forth our estimated use of proceeds from this Offering, assuming we sell $75,000,000 in combined shares of Preferred Stock in the coming twelve months of this Offering. The use of funds from this Offering may reasonably vary based on changing market and business conditions and the needs of the Company as determined by the business judgment of our management. The following is the current planned use of proceeds from the Offering.

We expect to use substantially all of the net proceeds from this Offering (after paying or reimbursing organization and Offering expenses) to invest in first lien position mortgage notes and contract for deeds throughout the United States with conservative loan to value characteristics. Meaning, the Company only intends to purchase Notes that are fully secured. While the Company will typically only invest in first mortgages, the Company may opportunistically invest in second mortgages, lease options if they meet the aforementioned conservative characteristics. The Company may also invest in Class A and B single family homes and smaller multi-family residential properties. If investing in single family homes and/or multi-family property, the Company expects to do so on a cash basis, but in no event will the Company use leverage in excess of 60% loan to value.

Our Management team will have broad discretion in the application of the net proceeds we receive from the Offering, and investors will be relying on the judgment of our management regarding the application of the net proceeds.

(2) The Company may issue up to 525,000 shares of Class A Preferred Stock as Bonus Shares in this Offering. The Bonus Shares will be issued without any additional consideration received by the Company. If the Company issues all Bonus Shares in this Offering, the effective cash price per share paid by investors in this Offering would be $9.35.

Technology fees will be paid to Securities Transfer Corporation (“STC”), pursuant to a Customer Agreement, dated April 17, 2023, for the use of their software for the purposes of processing subscriptions and account management. STC will have an initial installation and setup fee of $4,000. Thereafter, costs will be $150 per month. Thereafter, costs will be based on investor funding type.

Technology fees will also be paid to Dalmore Technologies for the use of their software for the purposes of processing subscriptions and account management. The cost will be $1,500 per month.

Escrow Fees will be paid to TMI Trust Company (“TMI”). TMI will have an annual fee of $2,500.

STC will act as our transfer agent. Costs will be $30 per subscription, as well as approximately $350 per month. This is treated as an operational cost.

The Company has estimated that costs for marketing the offering and commission incurred in the sale of the stock will be less than 10% of the total amount raised.

The company does intend on paying MIT Associates LLC in a 1% Managing Broker Dealer Fee (Dealer Manager Fee)

The Company does intend on paying selling commissions and/or fees to MIT Associates LLC in accordance with the following pay schedule. Said fees are included in Selling Commissions:

Stockholders do not pay upfront selling commissions in connection with the purchase of shares of our common stock.

The Company will reimburse the management for actually incurred, third-party organization and offering costs, which are not expected to exceed that which is identified above. Please see “Management Compensation” for a description of fees and expenses that we will pay Management. The aforementioned amount is an estimate that is intended to include all expenses to be paid by the Company in connection with the qualification of the Offering, the marketing and distribution of shares, including, without limitation, expenses for printing, engraving and amending offering statements or supplementing offering circulars, mailing and distributing costs, telephones, internet and other telecommunications costs, all advertising and marketing expenses, charges of experts and fees, expenses and taxes related to the filing, registration and qualification of the sale of shares under federal and state laws, including taxes and fees and accountants’ and attorneys’ fees. See “Plan of Distribution.”

Dilution (also known as stock or equity dilution) occurs when a company issues new stock, which results in a decrease of an existing stockholder’s ownership percentage of that company. Stock dilution can also occur when holders of stock options, such as company employees, or holders of other optionable securities exercise their options. When the number of shares outstanding increases, each existing stockholder owns a smaller, or diluted, percentage of the company. Share dilution may happen anytime a company needs additional capital and issues equity securities to obtain such additional capital.

Dilution can also occur when a company issues equity as a result of an arbitrary determination of the Offering price of the shares being offered. In the case of this Offering, because there is no established public market for the Shares, the Offering Price and other terms and conditions relating to the shares have been determined by the Company arbitrarily and do not bear any necessary relationship to assets, earnings, book value or any other objective criteria of value. In addition, no investment banker, appraiser or other independent third party has been consulted concerning the Offering Price or its fairness to investors.

From time to time after the termination of this Offering, we may issue additional Shares to raise additional capital for the Company. Any such issuance may result in dilution of then existing stockholders, including investors in this Offering. If in the future the number of Shares outstanding increases, each existing stockholder will own a smaller, or diluted, percentage of the Company, which, depending on the amount of capital raised by the issuance of the additional Shares, could render the Shares then held by stockholders less valuable than before the new issuance.

This Offering Circular is part of an Offering Statement that is filed with the SEC, using a continuous offering process. Periodically, as we have material developments, we will provide an Offering Circular supplement that may add, update or change information contained in this Offering Circular. Any statement that we make in this Offering Circular will be modified or superseded by any inconsistent statement made by us in a subsequent Offering Circular supplement. The Offering Statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this Offering Circular. You should read this Offering Circular and the related exhibits filed with the SEC and any Offering Circular supplement, together with additional information contained in our annual reports, semi-annual reports and other reports and information statements that we will file periodically with the SEC.

We are offering up to a maximum of 7,500,000 shares of our preferred stock, subject to additional Bonus Shares as described on page 27 of this Circular. The Offering is made through MIT Associates LLC (“MIT”), Member FINRA/SIPC, who will act as the broker/dealer of record. There are no minimum shares required to be sold in this Offering. MIT is a securities broker-dealer registered with the SEC and a member firm of FINRA. Its principal business address is 85 Eastview Ave, Tiburon CA, 94920.

The shares will be sold at a public offering price of $10 per share. The minimum initial investment is $5,000, for Class A Preferred Stock. Any additional purchases must be in increments of $10. Class A Members will be required to hold their investment for a minimum of forty-eight (48) months.

This Offering will terminate at the earlier of: (1) the date at which the maximum amount of offered Preferred Stock has been sold, (2) the date which is one year after the offering statement of which this Offering Circular forms a part is qualified by the SEC, subject to an extension of up to an additional two years at the discretion of our Company and the dealer manager, or (3) the date on which this Offering is earlier terminated by us in our sole discretion.

The Company has engaged MIT, a broker-dealer registered with the Commission and a member of FINRA, to act as the broker-dealer of record for this Offering, but not for underwriting or placement agent services. As compensation, the Company has agreed to pay MIT a commission equal to 1% of the amount raised in the Offering to support the Offering on all invested funds after the issuance of a No Objection Letter by FINRA. In addition, the Company will pay MIT as an Independent selling broker dealer compensation of 4.00%, an independent selling broker dealer due diligence and marketing fee of 1.00%, and a wholesaling fee of 1.50%. Assuming a fully subscribed offering for the Shares is exercised, the Company estimates that the total amount payable to MIT would range from $750,000 to $5,645,000.

The compensation for employees of the Company will be a Fund Expense. The Company has two significant employees; Christopher Seveney and Lauren Wells. Chris Seveney and Lauren Wells will be compensated as described below, as well as through distributions as the common stockholders. Over the past year, the Company has made additional hires, which present a total annual payroll of approximately $1,250,000. Although the Company may hire additional employees to assist in the Company’s operations, it does not expect to hire additional management level employees or officers for the foreseeable future.

The table below presents the annual compensation of each of the two highest paid executive officers and directors of the Company for its current (2023) fiscal year.

The Company’s directors do not receive additional compensation for their service on the Board or attendance at Board meetings.

No securities are being sold for the account of security holders; all net proceeds of this Offering will go to the Company.

The Company has engaged STC to act as our Transfer Agent for the Company’s securities.

The Company will continue to accept tenders of funds to purchase the Preferred Stock. The Company may close on investments on a “rolling” basis (so not all investors will receive their securities on the same date). Investors may subscribe by tendering funds via ACH, debit or credit card, wire or check. Investors should note that processing of checks and credit cards by financial institutions has been impacted by restrictions on businesses due to the coronavirus pandemic. Delays in the processing and closing of subscriptions paid by check may occur, and credit card processing fees may fluctuate. Upon closing, funds tendered by investors will be made available to the Company for its use.

In order to invest you will be required to complete a Subscription Agreement. A copy of the Subscription Agreement is attached hereto as Exhibit 4.1. By executing the Subscription Agreement and tendering the funds as provided for therein, the investor agrees to the terms of the Subscription Agreement, this Circular, and the Bylaws. For ease of reference, copies of the Subscription Agreement and the Bylaws are attached hereto as Exhibits 4.1 and 2.2, respectively.

Upon confirmation that an investor’s funds have cleared, the Company will instruct the Transfer Agent to issue shares to the investor. The issuance of shares will not be certificated but will instead be evidenced by way of book entries. The Transfer Agent will notify an investor when shares are ready to be issued and the Transfer Agent has set up an account for the investor.

In the event that it takes some time for the Company to raise funds in this Offering, the Company may rely on cash on hand, or may seek to raise funds by conducting a new offering of equity or debt securities.

To the extent permitted by law and our certificate of incorporation, we will indemnify the participating broker-dealers and the Management team against certain civil liabilities, including certain liabilities arising under the Securities Act and liabilities arising from breaches of our representations and warranties contained in the Broker-Dealer Agreement with MIT. Nevertheless, the SEC takes the position that indemnification against liabilities arising under the Securities Act is against public policy and is not enforceable.

Certain investors in this Offering are eligible to receive bonus shares of Class A Preferred Stock, which effectively gives them a discount on their investment. There are 525,000 Bonus Shares available to every investor that meets the criteria stated below. No other bonus shares will be issued as part of this Offering. Those investors who receive Bonus Shares based on a percentage of the amount invested, as is outlined below. Investors receiving the Bonus Shares will pay an approximate effective price as outlined below.

By way of example only, an investor that invests $25,000 will receive 100 Bonus Shares; an investor that invests $50,000 will receive 250 Bonus Shares; an investor that invests $100,000 will receive 600 Bonus Shares and an investor that invests $250,000 will receive 1,750 Bonus Shares. No partial Bonus Shares will be offered.

Our officers and directors and affiliates of our officers and directors are permitted to purchase shares in this Offering. Any such purchases shall be conducted in compliance with the applicable provisions of Regulation M.

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.

As 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” as defined under Rule 501 of Regulation D. If you meet one of the following tests you should qualify as an accredited investor:

For purposes of calculating net worth, a person’s primary residence is not included as an asset; indebtedness that is secured by a primary residence, up to the estimated fair market value of the primary residence at the time of the purchase of securities, is not included as a liability (except that if the amount of such indebtedness outstanding at the time of the purchase of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess is included as a liability); and indebtedness that is secured by a primary residence in excess of the estimated fair market value of the primary residence at the time of the purchase of securities is included as a liability.

In determining income, an investor should add to the investor’s adjusted gross income any amounts attributable to tax-exempt income received, losses claimed as a limited partner in any limited partnership, deduction claimed for depletion, contribution to an IRA or Keogh plan, alimony payments, and any amount by which income for long-term capital gains has been reduced in arriving at adjusted gross income.

Other than in the United States, no action has been taken by us or the dealer manager that would permit a public Offering of the securities offered by this Offering Circular in any jurisdiction where action for that purpose is required. The securities offered by this Offering Circular may not be offered or sold, directly or indirectly, nor may this Offering Circular or any other Offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this Offering Circular comes are advised to inform themselves about and to observe any restrictions relating to the Offering and the distribution of this Offering Circular. This Offering Circular does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this Offering Circular in any jurisdiction in which such an offer or a solicitation is unlawful.

The Company is offering up to $75,000,000 in Preferred Stock over the coming 12 months, which shall be referred to as Class A Preferred Stock.

The investor will have no right to vote or otherwise participate in the management of the Company. Instead, the Company is managed by the Management team, as outlined on pages 60 and 61.

The company intends to make preferred distributions every month to Class A Members. Any remaining proceeds after the distribution to the Class A Members, at the sole discretion of the Company, shall be paid to the common stockholders at the end of the fiscal year. The order of distributions will be governed as follows:

IMPORTANT NOTE: There is no guaranty that we will have enough money to pay Investors the stated Preferred Return, or even to return their capital.

The decision to make Distributions, and how much, depends on the Company’s performance and the Company’s ability to generate cash flow. Management has the right, in its sole discretion, to withhold a distribution of the Preferred Return if distributing cash would not, in Management’s discretion, be in the best interests of the Company. Management shall further have the right, in Management’s sole discretion, to reinvest the proceeds from any Asset that is sold or otherwise liquidated during the life of the Company.

Class A Members will be required to hold their investment for a minimum of forty-eight (48) months. The Company expects to operate the Company for a minimum of five (5) years from the date this Offering Circular is approved. The Company reserves the right to operate the Company indefinitely. If the Company elects to liquidate, the Company shall provide written notice to the Investors of the decision to liquidate. The Company will thereafter suspend preferred return distributions. Instead, the Company will distribute proceeds from liquidation to the Class A Members until each Members receives the return of their initial investment, plus their respective preferred return for the given fiscal year. Any remaining proceeds shall thereafter be distributed to the common stockholders.

In some situations, the Company might be required by law to withhold taxes and/or other amounts from distributions made to Investors. The amount we withhold will still be treated as part of the distribution. For example, if we distribute $100 to you and are required to withhold $10 in taxes, for our purposes you will be treated as having received a distribution of $100 even though you received a check for only $90.

The Company can only distribute as much money as it generates. There is no guaranty that we will have enough money, after paying expenses, to distribute enough to pay the Preferred Return or even to return all the invested capital.

The Preferred Stock will not carry any preemptive rights, conversion rights, sinking fund provisions or subject the Class A members to further calls or assessments.

Management may require an Investor to withdraw all or a portion of the Investor’s capital account upon five days-notice, for any or no reason whatsoever.

Management may require an Investor to withdraw all or a portion of its capital with no notice under certain circumstances, including if:

If Management causes an Investor to withdraw all of the Investor’s capital account, the Investor will have no further interest in the Company.

Member Redemptions and Lockup Period. Class A Members will be required to hold their Interest for four (4) years (the “Lockup Period”) from the date of the Management’s receipt and deposit of the invested funds. Early redemption requests for reasons of financial hardship or emergency during the Lockup Period may be considered on a case-by-case basis subject to a penalty against the amount invested (the “Redemption Fee”), payable the Company, as follows:⁵

Definition of “Asset-Backed Security”. The Stock is being offered pursuant to Regulation A issued by the SEC. Under 17 CFR §230.261(c), a security that is an “asset-backed security” may not be offered under Regulation A. For these purposes, the term “asset-backed security” has the same meaning as in Item 1101(c) of SEC Regulation AB. Under this definition, an “asset-backed security” means a security that is primarily serviced by the cash flows of a discrete pool of receivables or other financial assets, either fixed or revolving, that by their terms convert into cash within a finite time period, plus any rights or other assets designed to assure the servicing or timely distributions of proceeds to the security holders; provided that in the case of financial assets that are leases, those assets may convert to cash partially by the cash proceeds from the disposition of the physical property underlying such leases.

The term is also defined by Section 3(a)(79) of the Exchange Act, which states that an “asset-backed security” means a fixed-income or other security collateralized by any type of self-liquidating financial asset (including a loan, a lease, a mortgage, or a secured or unsecured receivable) that allows the holder of the security to receive payments that depend primarily on cash flow from the asset, including: (i) a collateralized mortgage obligation; (ii) a collateralized debt obligation; (iii) a collateralized bond obligation; (iv) a collateralized debt obligation of asset-backed securities; (v) a collateralized debt obligation of collateralized debt obligations; and (vi) a security that the Commission, by rule, determines to be an asset-backed security for purposes of this section; and (B)does not include a security issued by a finance subsidiary held by the parent company or a company controlled by the parent company, if none of the securities issued by the finance subsidiary are held by an entity that is not controlled by the parent company.

In the opinion of the Company, the Stock does not satisfy the definition of “asset-backed security” set forth in Item 1101(c) of SEC Regulation AB or Section 3(a)(79) of the Exchange Act. Among other things, the Company will invest almost exclusively in non-performing mortgage loans, and under Item 1101(c)(iii), a security is not an “asset-backed security” if there are any non-performing assets. Additionally, the Stock Interests are not “collateralized” in any way. The payments to the Investors do not “depend primarily on cash flow from the asset.” The vast majority of the Notes that will be purchased are non-performing and therefore generate very little cash flow, if any. The Company estimates that less than 10% of its total revenue reflects normal monthly payments made with respect to the purchased Notes. Instead, the Company’s revenue, and the cash flow to holders of the Investors, consists mainly of (i) the proceeds of sales of real estate acquired through cooperative resolutions (i.e., deeds in lieu of foreclosure) or through foreclosure, (ii) proceeds from reselling purchased loans which have been modified, and (iii) payments made in settlement of purchased loans. The Company does not passively collect cash flow, but actively manages a portfolio, turning non-performing loans into cash.

Asset-backed securities (ABS) are created by buying and bundling loans – such as residential mortgage loans, commercial loans or student loans – and creating securities backed by those assets, which are then sold to investors. Often, a bundle of loans is divided into separate securities with different levels of risk and returns. Payments on the loans are distributed to the holders of the lower-risk, lower-interest securities first, and then to the holders of the higher-risk securities.

See https://sec.report/spotlight/dodd-frank/assetbackedsecurities.shtml and SEC Release Nos. 33-8518; 34-50905; File No. S7-21-04 (Effective March 8, 2005), available at: http://sec.report/rules/final/33-8518.htm.

The Company’s intended business model differs from the above description in that the offered classes of Stock are not tied to varying risk factors; the returns of the Investors are not tied to the stated rate of returns on the Notes; the Company’s assets will consist primarily of non-performing loans; there are no mechanisms designed to assure timely payment, such as liquidity facilities, guarantees or other credit enhancements; the structure of the Company does not involve creating a bankruptcy-remote entity like a trust; the issuing entity, the Company, is not a passive participant.

For all of these reasons, the Company believes that the Stock should not be treated as “asset-backed securities” under section 3(a)(79) of the Exchange Act and, accordingly, that the Company will not be subject to the onerous reporting obligations that would otherwise apply.

The Company was formed in 2022 as a Virginia corporation. The Company makes preferred equity investments in first lien position mortgage notes and contract for deeds throughout the United States with conservative loan to value characteristics. Meaning, the Company only purchases Notes that are fully secured. While the Company will typically only invest in first mortgages, the Company may opportunistically invest in second mortgages, lease options if they meet the aforementioned conservative characteristics. Additionally, the Company may engage in the origination of business loans. The Company may also invest in Class A and B single family homes and smaller multi-family residential properties. If investing in single family homes and/or multi-family property, the Company expects to do so on a cash basis, but in no event will the Company use leverage in excess of 60% loan to value.

The Company’s investment objectives with respect to acquiring Assets are to effectively deploy the proceeds of this Offering in Assets which are expected to: Preserve and protect each Investor’s contributed; and provide the Investor with a Preferred Return commensurate with the Investor class of preferred stock, as well as provide Investors with a full return of their capital contributions. No assurance can be given that these objectives will be attained or that the Company’s capital will not decrease.

The business in which the Company operates is not dependent on patents, trademarks, franchises, concessions, royalty agreements or labor contracts. To the extent that licenses are required to engage in the business in any particular jurisdiction, Management is experienced in obtaining said license and does not expect the process to hinder or delay the business of the Company. The business of the Company does not involve environmental issues, and as such, does not expect to incur any significant costs relating to environmental compliance.

As previously stated, the Company is a newly formed entity and has approximately one year of operating history. While the company is newly formed, Mr. Seveney has extensive history in the industry, as more fully set forth on pages 60 & 61, below. Neither the Company, its directors, nor any Key Man has been a debtor in any bankruptcy, receivership or similar proceeding. There has not be any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets of the Company not in the ordinary course of business.

We realize that uncertainty creates opportunity. From an investor perspective, the volatility of the stock market and impending fears of inflation are causing many investors to look for other options. The long-term value of real estate is attractive, and due to constantly changing markets, there will constantly be a significant opportunity in the distressed real estate asset market.

Mortgages are originated in the primary market, where home buyers obtain loans from banks, credit unions or other financial institutions. Most lenders pool the loans they have originated and sell these pools to generate funds for continued lending. The secondary distressed mortgage market is a billion-dollar industry in which all types of mortgage loans, prime, sub-prime, conforming and non-conforming, are sold to investors, occasionally individually but most commonly in pools that aggregate multiple mortgages.

Buyers of loans in the secondary mortgage market include large institutions as well as smaller investment funds and other professional investors who specialize in mortgage investing. Many large institutional investors repackage mortgages into mortgage-backed securities (MBS) that are in turn sold to other investors. Investors may also purchase loans to hold to maturity in a loan portfolio or produce cash flows that will offset other future liabilities.

Investors can purchase non-performing loans at prices significantly below outstanding balances, otherwise known as “the UPB”. The investor can then rehabilitate the loans or reclaim the property, thus generating an attractive return on the original investment. This is the primary goal of this investor.

The performance of mortgages is primarily correlated to unemployment. Since the start of the COVID pandemic in 2020, moratoriums were put in place to protect borrowers from losing their homes. These moratoriums have led to a reduction in available inventory on the secondary market and an increase in pricing caused by supply and demand. Since these moratoriums have been lifted, most economists predict mortgage delinquency rates will increase due to the rise in unemployment and interest rates due to inflation risks. These increases should lead to greater inventory on the secondary market.

Our acquisition strategy is not focused on a single source. We are focused on targeting banks, private equity firms who hold notes, brokers, auction platforms, other note funds and individual investors.

Non-performing loans are mortgages where the borrower is behind on payments. Typically, a loan is considered non-performing when the loan is more than ninety days past due. Financial institutions will sell these loans as they are not typically staffed to handle a significant number of delinquent loans. We have also found that many banks seek to offload non-performing loans for a multitude of tax planning and general business strategy considerations. These loans can then be purchased at a discount on the balance due thereon. We will also target private equity funds. Private Equity funds acquire thousands of delinquent non-performing loans at a significant discount. They will break the loans down into tranches or classes of loans which:

Like other real estate asset classes, private equity funds investing in mortgage debt are constantly acquiring and liquidating assets for liquidity or in the case of closed-end funds, when they are winding down fund operations. These instances present ideal buying situations. We have also found that these situations also present ideal opportunities to purchase residential properties that the fund obtained and that it needs to offload in order to wind down operations.

Other sources consist of buying from individual investors, smaller note funds and originating new loans. In the past five years, we have developed relationships with over twenty-five known funds and note sellers.

The industry in which the Company intends to participate is regulated at both state and federal levels, both with respect to its activities as an issuer of securities and its investing activities. Some of these regulations are discussed in greater detail below under “Risk of Failure to Comply with Securities Laws” “Relaxed Ongoing Reporting Requirements,” and the other related Risk Factors identified herein. The Company or the Company’s Assets may be subject to governmental regulations in addition to those discussed in this Offering and new regulations or regulatory agency may develop that affect the Company’s operations and ability to generate revenue. The Company will attempt to comply with all applicable regulations affecting the markets in which it operates. However, such regulation may become overly burdensome and therefore may have a negative effect on the Company’s ability to perform as illustrated.

Other laws, regulations, such as the Dodd-Frank Wall Street Reform and Consumer Protection Act, and programs at the federal, state, and local levels are under considerations that seek to address the economic climate and real estate and other markets and to impose new regulations on various participants in the financial system. The effect that these or other actions will have on the Company’s business, results of operations, and financial condition and not completely foreseeable at this time. Further, the failure of these or other actions and the financial stability plan to stabilize the economy could harm the Company’s business, results of operations, and financial condition.

There is currently over $250B in distressed mortgage notes across the United States. The fund is looking to target a very small component of this market in a strategic manner to acquire non-performing notes that have an upside economic potential with designed exit strategies. We focus to identify and source notes which are undervalued and relate to residences located in favorable neighborhoods. Purchasing notes at below market prices after performing the proper due diligence enables the Company to spread its risk of loss over a greater pool of assets and at lower price points than purchasing notes at higher retail purchase prices.

Owning a note is easier to manage than a property. When a borrower is paying it is considered “mailbox money”. Compared to owning physical real estate, owning the secured debt does not subject you to dealing with tenants, toilets and termites.

A note portfolio can be managed from any location with internet access. The management consists of a team of professionals consisting of attorneys, a servicing company, realtors and preservation companies. Unlike rentals, where most investors own “in their own backyard”, a note portfolio can be more diversified, but each asset is still managed in the same manner.

Note prices in the marketplace function in relation to supply and demand and are correlated to real estate values. The big difference is with notes, profits increase in a down market as note prices decrease which allows more flexibility to rehab the borrower and get them repaying. Remember – even in a down economy people need a place to live and in many instances their mortgage payment is less than rent.

Real estate is one of the safest investments. Unlike stocks that are backed by very little collateral and have high volatility, a note is less volatile and is secured by real physical property.

With notes, there are numerous exit strategies. The Notes can be resold, modified or taken back by the Lender. The Borrower can refinance the loan and payoff us as the lender.

With non-performing notes, the most advantageous outcome for the borrower and lender is for the borrower to make payments. If we can get the borrower to reperform, the asset increases in value and can be liquidated at higher margins. If the borrower cannot make the current payments on the loan, the lender has multiple options including; loan modification; deed-in-lieu of foreclosure; or foreclosing on the property.

The manager has successful experience managing mortgage note funds. These include business endeavors exempt from registration under Regulation D 506(c) and 506(b). These funds historically have been successful in acquiring assets for the portfolio while managing the required reserves required for potential legal costs, while consistently returning a profit to the investors.

The Company does not currently own or lease office space but reserves the right to do so in the future. The Company relies heavily on digital operations. Management is nearly paperless, with all documents secured and managed digitally. Management utilizes industry proven software that allows it to track and manage its investments with confidence and accuracy.

Legal proceedings are a routine part of the business of the Company. For instance, it is routine that the Company may need to bring a lawsuit against a borrower for the amount due under a debt obligation or to foreclose on the collateralized property. It is also a normal aspect of business that a borrower may preemptively bring a lawsuit seeking to have a debt obligation stricken. These types of lawsuits are not common and in Management’s experience, rarely end in a cancellation of the underlying debt.

Neither the Company, Management, nor any director, officer or affiliate of the Company, nor any owner of record or beneficially of more than five percent of any class of voting securities of the Company, nor any associate of any such director, officer, affiliate of the registrant, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the registrant or any of its subsidiaries. This attestation applies to any administrative or judicial proceedings.

The financial statements included in this offering statement have been so included in reliance upon the report of Grant Thornton LLP, independent certified public accountants, upon the authority of said firm as experts in accounting and auditing.

We have audited the financial statements of CWS Investments Inc. (a Virginia corporation) (the “Company”), which comprise the balance sheet as of December 31, 2022, and the related statements of operations, changes in stockholders’ deficit, and cash flows from February 22, 2022 (inception) to December 31, 2022, and the related notes to the financial statements. In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows from February 22, 2022 (inception) to December 31, 2022 in accordance with accounting principles generally accepted in the United States of America.

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

Management is responsible for the preparation and fair presentation of the 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 financial statements that are free from material misstatement, whether due to fraud or error.

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

Our objectives are to obtain reasonable assurance about whether the 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 US GAAS 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 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 financial statements.

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.

Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The supplemental schedule of mortgage loans on real estate as of December 31, 2022 is presented for purposes of additional analysis and is not a required part of the financial statements. Such supplementary information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures. These additional procedures included comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with US GAAS. In our opinion, the supplementary information is fairly stated, in all material respects, in relation to the financial statements as a whole.

CWS Investments Inc. (the “Company”) is a Virginia based corporation formed on February 22, 2022. The Company acquires and manages real estate backed loans, as well as other real estate related assets, to include single family homes and smaller, multi-family residential properties. The Company purchases performing and non-performing (distressed) promissory notes, lines of credit, and land installment contracts secured by real property at a significant discount to their unpaid principal balances and to their current and future market values. The Company typically only invests in first mortgages but may opportunistically invest in second mortgages and lease options.

The Company is offering $75,000,000 in Series A Redeemable Preferred Stock (“Class A Share”) at an offering price of $10 per share (the “Offering”). The Offering is being conducted pursuant to Regulation A of Section 3(6) of the Securities Act of 1933, as amended, for Tier 2 offerings. The Offering will terminate on the earlier of 12 months from the date the offering circular was qualified by the Securities and Exchange Commission (“SEC”) (which date may be extended for an additional two years in the Company’s sole discretion) or the date when all Class A Shares have been sold. The Offering Circular was qualified by the SEC on July 13, 2022 and will terminate on or before July 13, 2023.

The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). The Company adopted the calendar year as its basis of reporting.

The preparation of the Company’s financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are required in the determination of revenue recognition; valuation of accounts receivable; impairment of loans; income taxes; and contingencies and litigation, among others. Some of these judgments can be subjective and complex, and consequently, actual results may differ from these estimates. For any given individual estimate or assumption made by the Company, there may also be other estimates or assumptions that are reasonable.

The Company regularly evaluates its estimates and assumptions using historical experience and other factors, including the economic environment. As future events and their effects cannot be determined with precision, the Company’s estimates and assumptions may prove to be incomplete or inaccurate, or unanticipated events and circumstances may occur that might cause changes to those estimates and assumptions. Market conditions, such as illiquid credit markets, health crises such as the COVID-19 global pandemic, volatile equity markets, and economic downturns, can increase the uncertainty already inherent in the Company’s estimates and assumptions. The Company adjusts its estimates and assumptions when facts and circumstances indicate the need for change. Those changes generally will be reflected in our financial statements on a prospective basis unless they are required to be treated retrospectively under the relevant accounting standard. It is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts.

Real estate is notoriously speculative and unpredictable. Most or all the assets purchased by the Company are backed by real estate. If the real estate market declines, the Company might not be able to pay dividends or even redeem outstanding Class A Preferred Stock at its stated redemption price. The real estate industry has seen numerous ebbs and flows over the past two decades, to include the notorious downturn in 2007-2009. These events impact the ability of the Company to generate revenue and in turn, distribute dividends and proceeds.

The ultimate performance and value of the Company’s investments will depend upon, in large part, the underlying borrower on the mortgage’s ability to perform and the Company’s ability to operate any given property so that it produces sufficient cash flows necessary to generate profits. Revenues and cash flows may be adversely affected by: changes in national or local economic conditions; changes in local real estate market conditions due to changes in national or local economic conditions or changes in local property market characteristics, including, but not limited to, changes in the supply of and demand for competing properties within a particular local property market; competition from other properties offering the same or similar services; changes in interest rates and the credit markets which may affect the ability to finance, and the value of, investments; the on-going need for capital improvements, particularly in older building structures; changes in real estate tax rates and other operating expenses; changes in governmental rules and fiscal policies, civil unrest, acts of God, including earthquakes, hurricanes, and other natural disasters, acts of war, or terrorism, which may decrease the availability of or increase the cost of insurance or result in uninsured losses; changes in governmental rules and fiscal policies which may result in adverse tax consequences, unforeseen increases in operating expenses generally or increases in the cost of borrowing; decreases in consumer confidence; government taking investments by eminent domain; various uninsured or uninsurable risks; the bankruptcy or liquidation of Borrowers or tenants; adverse changes in zoning laws; the impact of present or future environmental legislation and compliance with environmental laws.

All of the Series A Preferred Shares sold in the Offering contain a redemption feature which allows for the redemption of such shares after a four year holding period (“Lock-up Period”) at the election of the holder. In accordance with ASC 480, conditionally redeemable Class A Preferred Shares (including Class A Preferred Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company recognizes changes in redemption value immediately as they occur. However, while Series A Preferred Shares that are redeemed prior to the Lock-up Period are subject to a penalty or discount to the redemption value, such Series A Preferred Shares have been presented at the original sales price of $10 per share. Further, Bonus Preferred Shares received by qualifying early investors have no redemption value until after the Lock-up Period and, as such, 34,979 of redeemable Bonus Shares are stated at $0 redemption value on the Balance Sheet and will be immediately accreted to their $10 per share redemption value following completion of the Lock-up Period. Accordingly, 695,142 Series A Preferred Shares subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet as of December 31, 2022.

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ASC 720, organizational costs, including accounting fees, legal fees, and costs of incorporation, are expensed as incurred.

The amount of mortgage loan interest recognized, but not collected, is included in Interest Receivable in the Balance Sheet. The amount of interest income recognized, but not collected, is $13,391 as of December 31, 2022.

The Company analyzes interest receivable balances on a timely basis, or at least monthly, to determine collectability. If an interest receivable amount is deemed uncollectible, then the Company writes off that uncollectible amount of the interest receivable through a reversal of interest income. The Company did not write off any interest income during 2022.

The Company incurs and pays loan expenses considered to be recoverable from borrowers. Expenses include, but are not limited to; forced placed insurance, property taxes, legal, and utility bills. Proper documentation is provided to the loan servicer and subsequently, the recoverable expense is added to the loan balance. The recoverable expense may be collected directly from the borrower, may reduce proceeds in the event of foreclosure, or may reduce/increase the gain/loss upon sale of the loan. The amount of recoverable expenses outstanding at December 31, 2022 is $16,160 and is included in Other Receivables in the Balance Sheet.

The Company considers all highly liquid investments with an original maturity date of three months or less at the date of purchase to be cash equivalents. There were no such investments as of December 31, 2022. As of December 31, 2022, the cash balance of $2,292,583 was deposited with well-known and stable financial institutions.

The Company’s cash balances in bank deposit accounts, at times, may exceed federally insured limits. The Company is subject to credit risk to the extent any financial institution with which it conducts business is unable to fulfill contractual obligations on its behalf. Management monitors the financial condition of such financial institutions and does not anticipate any losses from these counterparties.

In-place lease intangible assets result when a lease is assumed as part of a real estate acquisition. The fair value of in-place leases consists of the following components, as applicable (1) the estimated cost to replace the leases (including loss of rent, estimated commissions and legal fees paid in similar leases), and (2) the above or below market cash flow of the leases, determined by comparing the projected cash flows of the leases in place at the time of acquisition to projected cash flows of comparable market-rate leases. The In-place Lease Intangible Assets, as shown in the Balance Sheet, represent lease contracts Management considered to be above market value at the time of assumption. In-place Lease Intangible Assets are amortized on a straight-line basis as increases to rental income over the remaining term of the leases. Should a tenant terminate a lease, the unamortized portion of the lease intangible is recognized immediately as an expense.

The Company recognized Accrued Liabilities of $56,275 in the Balance Sheet as of December 31, 2022. Accrued Liabilities include payroll liabilities of $50,592 and legal costs incurred of $5,683.

The Company uses the asset and liability method of ASC 740 to account for income taxes. Under this method, deferred income taxes are determined based on the differences between the tax basis of assets and liabilities and their reported amounts in the financial statements which will result in taxable or deductible amounts in future years and are measured using the currently enacted tax rates and laws. A valuation allowance is provided to reduce net deferred tax assets to the amount that, based on available evidence, is more likely than not to be realized.

The recognition of certain net deferred tax assets of our reporting entities are dependent upon, but not limited to, the future profitability of the reporting entity, when the underlying temporary differences will reverse, and tax planning strategies. Further, Management’s judgment regarding the use of estimates and projections is required in assessing the Company’s ability to realize the deferred tax assets relating to NOL carryforwards.

For the year ended December 31, 2022, 100% of the distributions received by both the common and preferred stockholders were classified as return of capital for income tax purposes.

ASC Topic 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. It requires a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, in an income tax return. This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Management has considered all positions expected to be taken on the 2022 tax returns, and concluded that tax positions taken will more likely than not be sustained at the full amount upon examination. Accordingly, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company expects no significant increases or decreases in unrecognized tax benefits due to changes in tax positions within one year of December 31, 2022. If any income tax exposure was identified, the Company would recognize an estimated liability for income tax items that meet the criteria for accrual.

The Company has not been assessed interest or penalties by any major tax jurisdictions. If any interest and penalties related to income tax assessments arose, the Company would record them as income tax expense.

For performing mortgage loans in accrual status, interest income includes interest at stated rates based on the contractual payment terms of the loan. If a loan is prepaid, the Company immediately recognizes the amount of interest calculated in the payoff statement as an increase to interest income. The Company recognized $34,926 of interest income related to accrual loans during 2022 which is included in Mortgage Loans: Interest Income in the Statement of Operations.

For non-performing loans in non-accrual status, interest income recognition is suspended until, in the opinion of management, a full recovery of the contractual principal and interest is expected. When a loan is in non-accrual status, all payments received are applied to principal. If a loan in non-accrual status is prepaid, the Company immediately recognizes the increase or decrease in the proceeds received versus the carrying value of the loan as a gain (loss) in other income. The Company did not recognize any income related to loans in non-accrual status during 2022.

The Company recognized $17,442 of Other Revenue in the Statement of Operations which included $14,942 of cash rewards on its business credit cards and $2,500 of earnest money forfeited during the sales process of real estate property.

Rental income is recognized according to the guidance in ASU 2016-02, Leases (Topic 842) on a straight-line basis over the term of the lease. The Company did not recognize any rental income in 2022 due to the short duration (one week) of the lease period being applicable to the time period covered by the financial statements.

The Company utilizes business credit card accounts to finance marketing, advertising, and other general and administrative expenses. Credit card financing provides additional liquidity for the Company as well as cash back rewards on purchases. The Company did not incur any interest expense during 2022 related to credit card financing. The Company’s credit card obligations of $173,157 is shown in Credit Card Obligations in the Balance Sheet as of December 31, 2022.

The Company recognized Accrued Liabilities of $56,275 in the Balance Sheet as of December 31, 2022. Accrued Liabilities include payroll liabilities of $50,592 and legal costs incurred of $5,683.

Offering costs consist of specific incremental costs, including legal, underwriting, marketing, and other costs directly attributable to an offering the Company commenced during July 2022 under Regulation A+. Offering Costs of $1,285,954 were charged to equity during 2022.

The Company expenses advertising and marketing costs as incurred. Total Advertising and Marketing Costs incurred during 2022 are $54,363 and are included in Advertising and Marketing in the Statement of Operations.

Property and equipment are stated at cost less accumulated depreciation. Depreciation is recorded over the estimated useful life of the assets principally by the straight-line method. Expenditures for major additions and improvements are capitalized, while minor replacements, maintenance, and repairs are charged to expense as incurred.

Depreciation is recorded over the estimated useful lives of the assets involved using the straight-line method. As of December 31, 2022, the Company’s Furniture and Equipment, Net in the Balance Sheet consists of the following:

Loans are considered performing loans when Management expects to receive all of the contractually specified principal and interest payments. Loans are considered non-performing when Management does not expect to receive all of the contractually specified principal and interest payments. The Company works with borrowers of non-performing loans in an effort to convert the loan to performing, and then liquidate the loan at a higher margin. If a borrower cannot make payments on a loan, the Company has multiple options including loan modification, deed-in-lieu of foreclosure, or foreclosing on the property. The Company invests heavily in non-performing mortgage loans with the intention of liquidating the loan after converting the loan to performing, loan modification, or through foreclosure. The Company’s business model is to buy then sell or foreclose on its loans after a short holding period and, therefore, classifies its loans as held-for-sale. The Company accounts for all of its loans under ASC 948 Financial Services – Mortgage Banking. Loans are recorded at the lower of cost or market upon acquisition and subsequently at each reporting date. Loan acquisition costs are deferred and included as part of the carrying balance of the loan until the loan is sold.

The Company contracts with various loan servicing companies to service the Company’s mortgage loans. The loan servicing companies are entitled to a monthly servicing fee for each loan as well as other fees that are standard in the loan servicing business. The Company incurred $10,631 of loan servicing fees in 2022 and is included in Mortgage Loan Expenses in the Statement of Operations.

Loans considered held-for-sale are evaluated for impairment by Management at each reporting date. A valuation allowance is recorded to the extent that the fair value of the loan is less than the amortized cost basis. No valuation allowance was recorded as of December 31, 2022.

From time to time, Management negotiates and enters into loan modifications with borrowers whose loans are delinquent (non-performing). Modifications may include lowering monthly payments, deferring some principal balances to maturity, modifying the maturity date, and/or reclassifying loan charges. The Company recognizes the effects of any loan modifications in the financial statements immediately. The Company did not have any loan modifications in 2022 and, therefore had no effect on the financial statements. The Company did not forgive, partially or in full, any portion of loan principal balances in 2022.

Real estate owned (“REO”) is property acquired in full or partial settlement of loan obligations generally through foreclosure and is recorded at acquisition at the property’s fair value less estimated costs to sell. The fair value estimates are derived from information available in the real estate markets including similar property, and often require the experience and judgment of third parties such as real estate appraisers and brokers. The estimates figure materially in calculating the value of the property at acquisition, the level of charge to the allowance for loan losses and any subsequent valuation reserves. After acquisition, costs incurred relating to the development and improvement of property are capitalized to the extent they do not cause the recorded value to exceed the net realizable value, whereas costs relating to holding and disposition of the property are expensed as incurred. REO is analyzed periodically for changes in fair values and any subsequent write down is charged as an expense on the statements of income. Any recovery in the fair value subsequent to such a write down is recorded, not to exceed the value recorded at acquisition. The Company did not have REO property as of December 31, 2022 but considers REO property to be a vital part of the business going forward. As of December 31, 2022, foreclosure procedures had been initiated on 7 mortgage loans with an aggregate carrying value of $47,873.

Upon the acquisition of real estate properties which do not constitute the definition of a business, the Company recognizes the assets acquired, the liabilities assumed, and any noncontrolling interest as of the acquisition date, measured at their relative fair values. Acquisition-related costs are capitalized in the period incurred and are recorded to the components of the real estate assets acquired. In determining fair values for multifamily apartment acquisitions, the Company assesses the acquisition-date fair values of all tangible assets, identifiable intangible assets and assumed liabilities using methods like those used by independent appraisers (e.g., discounted cash flow analysis) and which utilize appropriate discount and/or capitalization rates and available market information. In determining fair values for single-family residential home acquisitions, the Company utilizes information obtained from county tax assessment records and available market information to assist in the determination of the fair value of land and buildings. Estimates of future cash flows are based on several factors including historical operating results, known and anticipated trends, and market and economic conditions. The fair value of tangible assets of an acquired property considers the value of the property as if it was vacant.

Intangible assets include the value of in-place leases, which represents the estimated fair value of the net cash flows of leases in place at the time of acquisition, as compared to the net cash flows that would have occurred had the property been vacant at the time of acquisition and subject to lease-up. The Company amortizes the value of in-place leases to expense over the remaining non-cancelable term of the respective leases.

Estimates of the fair values of the tangible assets, identifiable intangibles and assumed liabilities require the Company to make significant assumptions to estimate market lease rates, property operating expenses, carrying costs during lease-up periods, discount rates, market absorption periods, prevailing interest rates and the number of years the property will be held for investment. The use of inappropriate assumptions could result in an incorrect valuation of acquired tangible assets, identifiable intangible assets and assumed liabilities, which could impact the amount of the Company’s net income (loss). Differences in the amount attributed to the fair value estimate of the various assets acquired can be significant based upon the assumptions made in calculating these estimates.

The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of the Company’s real estate and related intangible assets may not be recoverable. When indicators of potential impairment suggest that the carrying value of real estate and related intangible assets may not be recoverable, the Company assesses the recoverability of the assets by estimating whether the Company will recover the carrying value of the asset through its undiscounted future cash flows and its eventual disposition. Based on this analysis, if the Company does not believe that it will be able to recover the carrying value of the real estate and related intangible assets and liabilities, the Company will record an impairment loss to the extent that the carrying value exceeds the estimated fair value of the real estate and related intangible assets. No impairment charges were recorded in 2022.

The Company classifies its leases at inception as operating, direct financing or sales-type leases. A lease is classified as a sales-type lease if at least one of the following criteria is met: (1) the lease transfers ownership of the underlying asset to the lessee, (2) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (3) the lease term is for a major part of the remaining economic life of the underlying asset, (4) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying assets, or (5) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. Furthermore, when none of the above criteria is met, a lease is classified as a direct financing lease if both of the following criteria are met: (1) the present value of the of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments equals or exceeds the fair value of the underlying asset and (2) it is probable that the lessor will collect the lease payments plus any amount necessary to satisfy a residual value guarantee. A lease is classified as an operating lease if it does not qualify as a sales-type or direct financing lease. Currently, the Company classifies all of its lessor arrangements as operating leases.

The Company used a federal corporate income tax rate of 21% plus a federal adjusted effective tax rate for the state of Virginia of 4.74% to calculate a Deferred Tax Asset of $227,186 at December 31, 2022. A corresponding full valuation allowance of $227,186 was recorded for a net Deferred Tax Asset of zero. A significant component of the Deferred Tax Asset is related to the Net Operating Losses primarily associated with start-up costs in the Company’s first year of business.

Management will continue to assess the need for a valuation allowance on the deferred tax asset by evaluating both positive and negative evidence that may exist at each reporting date. Any adjustment to the deferred tax asset valuation allowance is recorded in the statement of operations in the period it is determined an adjustment is required. The Company did not recognize any income tax expense as of December 31, 2022.

The Company had no financial instruments carried at fair value as of December 31, 2022.

The Company is required to disclose the fair value of financial instruments for which it is practicable to estimate that value. The fair values of the Company’s short-term financial instruments such as cash and cash equivalents, prepaid expenses, other receivables, and due from related parties approximate their carrying values on the Balance Sheet. The fair values of the Company’s assets are estimated as follows:

The fair value of loans held for sale were measured on a loan by loan basis using a discounted cash flow (“DCF”) model that may consider various exit strategies that would impact the timing or extent of cash flows. Fair values of loans held for sale with variable or fixed rates were calculated using the net present values of future cash flows, discounted to an adjusted rate of 12 to 24%. In addition to the DCF model, management relies on readily available industry data as well as pricing on its recently completed acquisitions and dispositions in the determination of fair value. The fair value of Residential Mortgage Loans, Held-for-Sale, Net is $2,344,718 as of December 31, 2022.

The following table provides a reconciliation of performing and non-performing loans presented as Residential Mortgage Loans, Held-for-Sale, Net in the Balance Sheet as of December 31, 2022:

The following describes the Company’s significant acquisition activity and related new financing during the period ended December 31, 2022:

The real estate acquisitions above have been accounted for as asset acquisitions. The purchase prices were allocated to the acquired assets based on their estimated relative fair values at the dates of acquisition.

The following table summarizes the assets acquired at the acquisition date for acquisitions made during the year ended December 31, 2022:

The following table describes the Company’s disposition activity during the year ended December 31, 2022:

In-place Lease Intangible Assets as shown in the Balance Sheet is comprised of the following:

The Company did not record any amortization related to in-place lease intangible assets in 2022 due to the short term (one week) of ownership.

The Company’s Real Estate Property as presented in the Balance Sheet is comprised of the following:

The Company did not record any depreciation or amortization related to real estate property in 2022 due to the short term of ownership.

The Company’s lessor arrangements primarily include tenant contracts for small multi-unit apartment buildings. The following table is a summary of the rental cash payments owed to the Company, as a lessor, by tenants pursuant to contractual agreements in effect as of December 31, 2022:

The Company has historically engaged in and may continue to engage in certain business transactions with related parties, including but not limited to, purchases and dispositions of residential mortgage loans, real estate property, general and administrative expenses, and mortgage loan servicing. Related parties refer to non-consolidated companies that are controlled by the Company’s sole common stockholder who is also an officer of the Company. The Company purchased a significant amount of its residential mortgage loans from related parties in 2022. The total amount paid to related parties for the purchase of residential mortgage loans in 2022 is $1,351,500. The total amount paid to related parties for the purchase of real estate property in 2022 is $472,200.

The Company has an agreement in place with a loan servicing company to service a majority of its residential mortgage loans. The Company’s sole common stockholder is a minority shareholder of the referenced loan servicing company. The common stockholder does not have significant influence and is not involved in the day to day operations of the loan servicing company. The Company incurred $6,725 of loan servicing fees related to the referenced loan servicing company in 2022 and is included in Mortgage Loan Expenses on the Statement of Operations.

As of December 31, 2022, the Company had receivables due from related parties in relation to general and administrative expenses paid on behalf of related parties in the amount of $11,598 and is included in Due From Related Parties in the Balance Sheet.

The Company issued 1,000,000 Shares of Common Stock to its sole Common Stock stockholder during 2022. Each Common Stock share had an initial stated price of zero dollars per share. Contributions of additional paid-in capital on Common Stock was $344,000 during 2022. Return of capital distributions of additional paid in capital on Common Stock was $122,000 during 2022.

The Company issued 660,163 Class A Preferred Shares during 2022. Each Class A Share had an initial stated price of $10 per share. The Class A Shares were not certificated. The Class A Shares rank senior to any issued or unissued common stock or membership units of the Company with respect to payment of dividends and distribution of amounts upon liquidation, dissolution, or winding up. Holders of Class A Shares have no voting rights. The Company is also offering up to 525,000 Bonus Shares as an incentive based on a tiered investment amount starting at $25,000. Holders of Class A Shares are entitled to receive, when and as declared by Management out of legally available funds, cumulative cash dividends on each Class A Share at a per annum rate of 8% of the stated value of such share. Class A Members are required to hold their stock for a minimum of 48 months (“Lock-up Period”) from the date of the Company’s receipt and deposit of the invested funds. Early redemption requests for reasons of financial hardship or emergency during the Lock-up Period may be considered on a case by case basis subject to a penalty against the amount invested, payable the Company, as follows:

Management shall have no obligation to consider any early redemption requests during the life of the Company. Additionally, Management may also place certain restrictions on the amount of outstanding shares that may be available for early redemption at any given time. A Member shall be required to provide Management with a 90-day notice for any Redemption request to be considered. No Member will be given priority for Redemption over any other Member for any reason other than the date upon which the request was made. Management may redeem Membership Units Pari Passu at any time at the then current Unit Price in its sole discretion without penalty to Management or the Company. Given the illiquid nature of the assets, Management reserves the right to pay out any redemption requests, whether early or otherwise, over a 120-day period and/or limit redemption requests to 3% of shares per quarter. An early redemption will include the loss of any Bonus Shares, effective as of the date of the early redemption request. The Company issued 34,979 Bonus Shares during 2022. Each Bonus Share had an initial stated price of $10 per share. All Bonus shares issued during 2022 would be forfeited in the event of redemption. Therefore, the Company did not recognize a commitment or contingency for the redemption value of the Bonus Shares.

The nature of the Company’s business generates litigation involving matters arising in the ordinary course of business. However, in the opinion of management of the Company after consulting with the Company’s legal counsel, no legal proceedings are pending, which, if determined adversely to the Company, would have a material effect on the Company’s shareholders’ equity or results of operations. No legal proceedings are pending other than ordinary routine litigation incident to the business of the Company. In addition, to Management’s knowledge, no government authorities have initiated or contemplated any material legal actions against the Company.

The Company has evaluated subsequent events through April 28, 2023 and determined that except for the following, there have not been any events that have occurred that would require adjustments to or disclosures in the financial statements.

The Company notified the SEC on February 2, 2023 of the intent to offer Class B,C, and D Securities through a Regulation D 506c offering.

The Company will be managed by Christopher Seveney, the President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board. Christopher Seveney is an experienced real estate professional who has been actively buying and selling mortgage notes since 2016. During this time, he has acquired over 500 notes with UPBs in excessive of $75M in over forty states. Prior to investing in mortgage notes, Chris built a multimillion-dollar portfolio of assets through new construction and rehabilitating existing properties in his own portfolio along with having managed the construction of over $750M in new construction in his twenty-five year professional career.

Lauren Wells is a founding member of the Company and works full-time to assist Mr. Seveney in the management of the Company. Ms. Wells’ title will be Chief Strategy Officer where she will lead the strategic evaluation of market research and implement, lead and support the business strategies. She will also be responsible for setting the corporate marketing and sales goals.

Ms. Wells earned a Bachelor of Arts from UC Santa Barbara. She has worked with Chris Seveney since 2021 in a senior level position working side by side with Chris on fund management and business strategy.

She brings over 10 years of business development, sales and project management experience to the company. Prior to joining the company, she worked as a senior consultant with SAAS startups including Procore and LinkedIn to build and scale their sales organizations. This included developing forecasts, defining target markets, identifying acquisition opportunities and establishing new sources of revenue. Ms. Wells has also been a real estate investor since 2010. During this time, she has helped grow and manage a portfolio of over 100 assets which include both residential real estate and mortgage notes.

Management reserves the right to make additional hires in the interests of the Company and in the sole discretion of Management.

Mr. Seveney and Ms. Wells are the sole common stockholders and will also likely receive compensation as the sole common stockholder.

Mr. Seveney is also a principal in other companies involved in affiliated businesses. These Affiliates include, but are not limited to: Y&R 2022, LLC, Integrity Mortgage Note Fund I, LLC, Sunnyhill Ventures 2020, LLC, Y&R I Opportunity Fund, LLC, 7E Investments Inc., Greyt Estates LLC, Onyx & Shadow Equities LLC, BIFI Loan Servicing, LLC, and 7E Management Consultants LLC.

Operating Results: The following Operating Results are based on the audited financial statements as of December 31, 2022.

The Company considers the portfolio to include two segments: Residential Mortgage Loans and Real Estate Property. These segments reflect the way Management evaluates business performance and manages operations. As of December 31, 2022, the portfolio consisted of 27 non-performing loans, 69 performing loans, and 3 real estate properties. For the period of inception (February 22, 2022) through December 31, 2022 (the “Operating Period”), the Company sold one real estate property, and two loans were paid off earlier than the contractual maturity date.

The Company had a Net Operating Loss (“NOL”) of $882,621 for the Operating Period. The NOL was primarily driven by payroll related expenses of $725,146, advertising and marketing costs of $54,363, and accounting fees of $23,925. Total Revenues and Other Income

The Company was not able to generate revenue preceding the date of SEC Qualification on July 13, 2022. From the date of SEC Qualification through December 31, 2022, the Company generated $53,716 of total revenues and $10,300 of Other Income.

Other Revenue consisted of $14,942 in business credit card cash rewards and $2,500 in forfeited earnest money on the sale of a real estate property.

The amount of contractual interest income recognized for the performing loans was $25,902. Interest Income recognized due to early payoffs on loans was $9,024. In addition, $273 of late fees and $1,075 of recoverable fees paid by the seller prior to the Company acquiring the loan were included in total revenues. The recoverable fees are considered to have no value at acquisition due to the uncertainty of collectability and therefore are recognized as income when received.

The Company purchased a total of four real estate properties during the Operating Period. The first property purchased was a single-family residential home located in Johnstown, PA. The Company purchased this property from a related party with the intention of selling the property if the market allowed, and if not, converting it to a rental property. Subsequent to the Company’s acquisition, there was a shortage of inventory in the local real estate market for lower priced homes. The sudden increase in demand drove up the value of the home, which prompted Management to sell the property after a short holding period. A Gain on Sale of Real Estate Property of $10,300 is shown in Other Income in the Statement of Operations related to the sale of the home in Johnstown, PA.

The Company also purchased three apartment buildings, each containing four rental units, located in Rutland, VT from a related party. The three apartment buildings were purchased on December 23, 2022. At the time of acquisition, five units were occupied, and seven units were vacant. A table of the future contractual amounts due to the Company from the tenants in the five units is in Note 9 Leases in the audited financial statements. The Company did not recognize any rental income related to the leases acquired with the apartment buildings due to owning them for one week during the Operating Period. In-place Lease Intangible Assets as shown on the Balance Sheet, represents the estimated fair value of the net cash flows of leases in place at the time of acquisition, as compared to the net cash flows that would have occurred had the property been vacant at the time of acquisition and subject to lease up. Management assigned a value of $7,500 for each of the five leases acquired, for a total of $37,500 shown in In-place Lease Intangible Asset on the Balance Sheet. The In-place Lease Intangible Asset will be amortized into income on a straight-line basis over the remaining life of the leases.

The Company incurred $1,231,033 in advertising and marketing costs. The total cost of advertising and marketing the Offering was $1,176,670. All advertising and marketing costs for the Offering were charged to equity and included in the Accumulated Deficit on the Balance Sheet in the audited financial statements. Advertising and marketing costs of $54,363 not related to the Offering were shown in the Statement of Operations in the audited financial statements. Management expects the cost of advertising the Offering to decrease in future periods.

G&A expenses totaled $856,263 and were primarily due to payroll related expenses of $725,146 and accounting expenses of $23,925. Depreciation expense of $959 for computer equipment purchased during the Operating Period was recognized on a straight-line basis using a five-year life.

The Company did not recognize any expense for income taxes due to a NOL for the Operating Period. The Company’s policy related to income taxes can be found in Note 2 Summary of Significant Accounting Policies in the audited financial statements. The NOL for the Operating Period generated a tax deferred asset of $227,186. A full valuation allowance was recognized for the tax deferred asset based on the lack of historical income due to being a start-up company, and the uncertainty of being able to offset the carry-forward loss against future income. Further details can be found in Note 3 Income Taxes in the audited financial statements.

The Company is seeking to raise up to $75,000,000 of capital in this Offering by selling Class A Interests to Investors. As of May 17, 2023, the Company has raised approximately $13.8 million in equity. The Company is expected to obtain its liquidity from this Offering and is not expected to borrow money from banks or other lenders as a principal business operating strategy. That being said, in the event that the Company seeks to invest in residential properties, the Company may seek to finance the acquisition if such financing allows the Company to leverage the purchase on favorable terms, while still generating a return.

The Company does not currently have any capital commitments. We expect to deploy most of the capital we raise in the Offering in buying loans, as described in the “Use of Proceeds” section on page 20. Should we need more capital for any reason, we could either sell more Interests or sell other classes of securities.

The Company, upon successfully raising sufficient capital, intends to operate in the manner described in the “Our Business” section starting on page 30.

The Company expects the proceeds of the Offering will satisfy its cash requirements. If the Company raises less than $75,000,000, we will simply buy fewer loans.

The ownership interests in the Company are referred to as “Interests.” the Company will have two kinds of Interests: Preferred Stock that is referred to as “Class A Interests” and common stock, which will be owned in its entirety by Mr. Seveney.

As the owner of the common stock, Mr. Seveney and Ms. Wells will have the right to receive any proceeds after Class A Investors receive their preferred return. The amount of the profits they will receive from owning the common stock depends on a number of factors, including:

Given these variables, it is impossible to predict with any accuracy how much money Mr. Seveney and Ms. Wells will make from owning the common stock.

No less than one per year, the Company will provide Investors with a detailed statement showing:

In each case, the detailed statement will describe the services performed and the amount of compensation paid.

The compensation described in this section was calculated using the accrual method of accounting.

Chris Seveney is the President and CEO and will be responsible for the day-to-day operations of the Company. Mr. Seveney is the majority owner of the common stock. Mr. Seveney is also one of several owners of BIFI Loan Servicing LLC (“BIFI”), however he is not involved in the day to day management of BIFI The Company intends to contract with BIFI to provide loan servicing and other related services for notes held by the Company in those states in which BIFI is licensed to provide such services. BIFI was formed in 2021 and since then has been engaged in the servicing of loans for third parties. The Company intends to pay BIFI such fees as are customary in the industry and as are further set forth in the Servicing Agreement, attached hereto as Exhibit 6.1.

Mr. Seveney is also a principal in other companies involved in affiliated businesses including Sunnyhill Ventures 2020, LLC, Y&R I Opportunity Fund, LLC, Greyt Estates LLC, Onyx & Shadow Equities LLC. The company may purchase assets from these companies.

The following table sets out, as of April 1, 2022, the voting securities of the company that are owned by executive officers and directors, and other persons holding more than 10% of any class of the company’s voting securities or having the right to acquire those securities. The table assumes that all options and warrants have vested. The company’s voting securities include all shares of Common Stock.

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Springfield, State of Virginia, on September 1, 2023.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christopher Seveney as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (including his capacity as a director and/or officer of CWS Investments, Inc.) to sign any or all amendments (including post-effective amendments) to this offering statement and any and all supplements thereto, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they, he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This offering statement has been signed by the following persons in the capacities and on the dates indicated below:

	Price per Share		Maximum Offering
Public Offering Price	$	10	$	75,000,000	(1)
Dealer Manager Fee	$	0.1	$	750,000
Selling Commission	$	0.65	$	4,875,000
Proceeds, before expense, to Company	$	9.25	$	69,375,000	(1)

	25% Sold		50% Sold		75% Sold		100% Sold
Gross Proceeds	$	18,750,000	$	37,500,000	$	56,250,000	$	75,000,000
Selling Commissions (6.5%)	$	1,218,750	$	2,437,500	$	3,656,250	$	4,875,000
Dealer Manager Fee	$	187,500	$	375,000	$	562,500	$	750,000
Net Proceeds Before Expenses	$	17,343,750	$	34,687,500	$	52,031,250	$	69,375,000
Offering Expenses
Dealer Manager Expenses*	$	20,000	$	20,000	$	20,000	$	20,000
Legal & Accounting	$	75,000	$	75,000	$	75,000	$	75,000
Publishing/Edgar	$	2,500	$	2,500	$	2,500	$	2,500
Marketing Expenses	$	381,250	$	662,500	$	943,750	$	1,225,000
Employee Salaries/Expenses	$	735,000	$	735,000	$	860,000	$	860,000
Transfer Agent Fees	$	10,000	$	20,000	$	30,000	$	40,000
Technology Costs	$	30,000	$	60,000	$	90,000	$	120,000
Total Offering Expenses	$	1,253,750	$	1,575,000	$	2,021,250	$	2,342,500
Approximate Amount Available For Portfolio Investments	$	16,090,000	$	33,112,500	$	50,010,000	$	67,032,500
Acquisitions	$	15,687,750	$	32,284,688	$	48,759,750	$	65,356,688
Working Capital Reserves	$	402,250	$	827,813	$	1,250,250	$	1,675,813
Total Use of Proceeds	$	18,750,000	$	37,500,000	$	56,250,000	$	75,000,000

Name	Title	Annual Cash Compensation			Other Compensation			Total Compensation
Christopher Seveney	President, CEO, CFO and Chairman of the Board	$	300,000	³	$	0		$	300,000
Lauren Wells	Co-Founder, Chief Strategy Officer	$	200,000			75,000	⁴	$	275,000

ASSETS
Residential Mortgage Loans, Held-for-Sale, Net	$	1,963,271
Real Estate Property, Net (Building and Land)		434,378
In-place Lease Intangible Assets		37,500
Cash and Cash Equivalents		2,292,583
Interest Receivable		13,391
Contribution Receivable		11,000
Other Receivables		16,160
Prepaid Expenses		52,895
Due From Related Parties		11,598
Furniture and Equipment, Net		6,553
Total Assets		4,839,329

LIABILITIES, REDEEMABLE SERIES A PREFERRED STOCK, AND STOCKHOLDERS’ DEFICIT
Accounts Payable	$	87,798
Credit Card Obligations		173,157
Accrued Liabilities		56,275
Total Liabilities		317,230

Commitments and Contingencies
Series A Preferred Stock, 695,142 Shares at Redemption Value		6,601,630

Stockholders’ Deficit
Common Stock 1,000,000 Shares Authorized, 1,000,000 Shares Outstanding; Zero Par Value Per Share		-
Additional Paid-in Capital		-
Accumulated Deficit		(2,079,531	)
Total Stockholders’ Deficit		(2,079,531	)
TOTAL LIABILITIES, REDEEMABLE SERIES A PREFERRED STOCK, AND STOCKHOLDERS’ DEFICIT	$	4,839,329

REVENUES
Mortgage Loans:
Interest Income	$	34,926
Late Fees and Other		1,348
Other Revenue		17,442
Total Revenues		53,716

OPERATING EXPENSES
General and Administrative		856,263
Mortgage Loan Expenses		25,956
Real Estate Property Expenses		10,055
Advertising and Marketing		54,363
Total Operating Expenses		946,637

OTHER INCOME
Gain on Sale of Real Estate Property		10,300
Total Other Income		10,300
LOSS BEFORE TAXES		(882,621	)
Income Tax Expense		-
NET LOSS	$	(882,621	)
Series A Preferred Stock Dividends		(132,956	)
NET LOSS AVAILABLE TO COMMON STOCKHOLDER	$	(1,015,577	)

		Page
Summary		1
Regulation A+ Overview		2
Risk Factors		3
- Risks Related to Our Industry		3
- Other Real Estate Related Risks in General		7
- Digital Operations Risk		9
- Risks relating to personally identifiable information		9
- Risks Related to the Company’s Limited Operating History		10
- Risks Related to an Investment in our Preferred Stock		13
- Other General Risks of an Investment in the Company		15
Cautionary Statement Regarding Forward Looking Statements		18
Use of Proceeds		20
Dilution		21
Plan of Distribution		22
Description of Securities		27
Our Business		30
Management Discussion		57
Interest of Management and Others in Certain Transactions		61

Investment	Bonus Share %			Effective Price
$0-$24,999		0.00	%	$	10.00
$25,000 - $49,999		4.00	%	$	9.61
$50,000-$99,999		5.00	%	$	9.52
$100,000-$249,999		6.00	%	$	9.43
$250,000+		7.00	%	$	9.35

CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(882,621	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Furniture and Equipment: Accumulated Depreciation		959
Gain on Sale of Real Estate Property		(10,300	)
Purchase of Residential Mortgage Loans, Held-for-Sale		(1,993,988	)
Loan Costs		(9,727	)
Principal Payments on Residential Mortgage Loans, Held-for-Sale		23,214
Principal from Payoff of Residential Mortgage Loans, Held-for-Sale		17,230
Changes in Operating Assets and Liabilities
Contribution Receivable		(11,000	)
Other Receivables		(16,160	)
Prepaid Expenses		(52,895	)
Due From Related Parties		(11,598	)
Interest Receivable		(13,391	)
Credit Card Obligations		173,157
Accrued Liabilities		56,275
Accounts Payable		87,798
Net Cash Used in Operating Activities		(2,643,047	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of Furniture and Equipment		(7,512	)
Purchases of Real Estate Properties and In-place Lease Intangible Assets		(479,078	)
Proceeds from Sale of Real Estate Property		17,500
Net Cash Used in Investing Activities		(469,090	)

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Series A Preferred Shares		6,601,630
Contributions from Common Stockholder		344,000
Distributions to Common Stockholder		(122,000	)
Offering Costs		(1,285,954	)
Distributions to Preferred Stockholders		(132,956	)
Net Cash Provided by Financing Activities		5,404,720

Net Increase in Cash and Cash Equivalents		2,292,583
Cash and Cash Equivalents, at Inception (February 22, 2022)		-
CASH AND CASH EQUIVALENTS, AT December 31, 2022	$	2,292,583

	Preferred Stock			Common Stock		Additional Paid-in Capital			Accumulated Deficit			Total Stockholders’ Deficit
Balance at Inception (February 22, 2022)	$	-		$	-	$	-		$	-		$	-
Issuance of Common Stock		-			-		344,000			-			344,000
Issuance of Series A Preferred Shares		6,601,630			-		-			-			6,601,630
Reclassification of Preferred Stock at Redemption Value		(6,601,630	)		-		-						(6,601,630	)
Offering Costs		-			-		(89,044	)		(1,196,910	)		(1,285,954	)
Distributions to Preferred Stockholders		-			-		(132,956	)					(132,956	)
Distributions to Common Stockholder		-			-		(122,000	)		-			(122,000	)
Net Loss		-			-		-			(882,621	)		(882,621	)
Balance at December 31, 2022	$	-		$	-	$	-		$	(2,079,531	)	$	(2,079,531	)

Asset	Estimated Useful Life	Cost		Carrying Value
Computer Equipment	5 years		7,512		6,302

Performing Loans	Amount
Contractual Principal Balance	$	1,811,330
Purchase Discount		(666,182	)
Purchase Premium		12,000
Loan Acquisition Costs		4,796
Performing Loans Balance at December 31, 2022	$	1,161,944

Non-performing Loans	Amount
Acquisition Costs Less Proceeds Received ⁽¹⁾	$	801,327

Total Residential Mortgage Loans, Held-for-Sale, Net at December 31, 2022	$	1,963,271

Type	Location	Ownership Interest			Date of Acquisition	Purchase Price		Debt Assumed
Multifamily Apartment	Rutland, VT		100	%	December 23, 2022	$	202,945		(1	)
Multifamily Apartment	Rutland, VT		100	%	December 23, 2022	$	116,713		(1	)
Multifamily Apartment	Rutland, VT		100	%	December 23, 2022	$	152,220		(1	)
Single Family Residential Home	Johnstown, PA		100	%	August 23, 2022	$	7,200		(1	)
						$	479,078

	Purchase Price Allocation
Land	$	181,500
Building		260,078
In-place Leases		37,500
Total Assets Acquired	$	479,078

	December 31, 2022
In-place Leases	$	37,500
Less: Accumulated Amortization		0
Total In-place Lease Intangible Assets	$	37,500

	December 31, 2022
Land	$	180,000
Building		247,500
Closing Costs		6,878
In-place Leases		37,500
Total	$	471,878
Less: Accumulated Depreciation and Amortization		0
Total Real Estate Property, Net	$	471,878

	Year Ending December 31
	2022		2023		2024		2025		2026		Thereafter		Total
Tenant Leases	$	6,675	$	80,100	$	-	$	-	$	-	$	-	$	86,775

Description	Interest Rate Range			Maturity Date Range	Carrying Amount of Loans		Principal Amount of Loans Subject to Delinquent Principal or Interest
Conventional
$0 - $24,999 Acquisition Price
Land (IN)
1st Position Land Contract/CFD/Agreement for Deed		8	%	2025	$	1,673
Mobile Home (AZ, SC)
1st Position Land Contract/CFD/Agreement for Deed		10	%	2025 - 2026		10,333
1st Position Mortgage Note		9 - 9.75		2022 - 2032		19,702		4,740
Multi-family (IN, NY)
Deficiency Judgment (Secured)						5,000		5,000
1st Position Mortgage Notes		9	%	2023		10,695
Single Family Residential (AL, FL, GA, IA, IL, IN, KY, LA, MD, MI, MS, NC, OH, OK, PA, SC, TN, TX, VA)
Deficiency Judgment (Secured)						17,500		17,500
1st Position HELOC		3.25 - 3.5	%	2030 - 2056		4,252		4,000
1st Position Land Contract/CFD/Agreement for Deed		6 - 12	%	2024 - 2043		376,668		63,000
1st Position Mortgage Notes		4 - 11	%	2026 - 2042		227,084		49,412
2nd Position HELOC		5.25	%	2028		438		373
2nd Position Mortgage Notes		3.75	%	2025		605
$0 - $24,999 Acquisition Price Total						673,950		144,025

$25,000 - $49,999 Acquisition Price
Condominium (IL)
1st Position Mortgage Notes		7.50	%	2037		27,347
Single Family Residential (CA, IN, KS, ME, MI, MO, NC, OH, PA, TN, TX, WI)
1st Position Land Contract/CFD/Agreement for Deed		9 - 10	%	2037 - 2041		151,907		55,000
1st Position Mortgage Notes		6 - 11	%	2023 - 2039		306,915		143,839
$25,000 - $49,999 Acquisition Price Total						486,169		198,839

$50,000 - $99,999 Acquisition Price
Single Family Residential (MD, ME, SC)
1st Position Mortgage Notes		3.88 - 9.9	%	2049 - 2052		278,125		65,000

$100,000 - $220,000 Acquisition Price
Single Family Residential (NC, NY, VA)
1st Position Mortgage Notes		3 - 6	%	2023 - 2056		525,027		388,532
Grand Total					$	1,963,271	$	796,396

Name	Position	Age	Term of Office	Full or Part Time
Christopher Seveney	President, Chief Executive Officer and Chairman of the Board of Directors (Board President)		3 (2022)	Full
Lauren Wells	Chief Strategy Officer, Member at Large (Board Secretary)		2 (2022)	Full
Jeffrey Laroche	Member at Large		2 (2022)	Board Only
Alan Belniak	Member at Large		2 (2023)	Board Only

Due Diligence	$	3,363
Legal		5,575
Loan Servicing Fees		10,631
Property Inspections		2,738
Title Reports		2,999
Miscellaneous		650
Total	$	25,956

Property Tax	$	1,227
Disposition Expenses		5,928
Miscellaneous		2,900
Total	$	10,055

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership	Amount and Nature of Beneficial Ownership Acquirable	Percent
Christopher Seveney 5242 Port Royal Rd #1785, North Springfield, VA 22151	Common Stock	750,000	0	75%
Lauren Wells 632 Calle Rinconada Santa Barbara, CA 93105	Common Stock	250,000⁶	0	25%

		Exhibit
Broker-Dealer Agreement, MIT, dated March 9, 2023		1.1
Certificate of Incorporation, CWS, Investments Inc., dated February 22, 2022		2.1
Bylaws, with amendments, of CWS Investments, Inc., dated March 31, 2022		2.2
Form of Subscription Agreement		4.1
Loan Servicing Agreement, BIFI Loan Servicing, LLC, dated March 27, 2022		6.1
Software and Services License Agreement, STC, dated March 17, 2023		6.2
Power of Attorney (included on signature page)		10.1
Consent of Independent Auditor, Grant Thornton		11.1
Opinion of Council, Baradel. Kosmerl & Nolan, PA as to the legality of the securities being qualified, dated March 31, 2022		12.1

	CWS Investments, Inc.

	By:	//Christopher Seveney//
		Christopher Seveney, President, CEO and CFO

Signature	Title	Date

//Christopher Seveney//	President, CEO, CFO and	September 1, 2023
Christopher Seveney	Chairman of the Board of Directors

//Lauren Wells//	Co-Founder, Chief Strategy Officer, Board Secretary	September 1, 2023
Lauren Wells

Jeffrey Laroche	Member at Large	September 1, 2023
Jeffrey Laroche

Alan Belniak	Member at Large	September 1, 2023
Alan Belniak