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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/11/22 CWS Investments Inc. 1-SA 6/30/22 2:67K EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size 1: 1-SA Semiannual Report Pursuant to Regulation A HTML 58K 2: EX1SA-14 CNSNT SV Appointment of Resident Agent HTML 9K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-SA
☒ SEMIANNUAL REPORT PURSUANT TO REGULATION A
or
☐ SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A
For the fiscal semiannual period ended June 30, 2022
CWS Investments Inc.
| Virginia | 880822121 | |
| State or other jurisdiction of incorporation or organization | (I.R.S. Employer Identification Number) |
5242 Port Royal Rd #1785, North Springfield, VA 22151
703-988-2054
C:
Item 1. Management’s Discussion and Analysis of Financial Condition and Results of Operations
CWS Investments Inc. (The “Company”) is a Virginia based corporation formed on February 22, 2022. The Company is offering $75,000,000 in Series A Redeemable Preferred Membership Units (“Preferred Stock”) at an offering price of $10 per share. The 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 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 shares of Preferred Stock 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 will acquire and manage 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 intends to purchase performing and distressed (non-performing) 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.
Operating Results
For the 6 months beginning January 1, 2022 and ending June 30, 2022 (the “Operating Period”), the Company was not able to generate revenue due to the Operating Period preceding the date of SEC Qualification when the Company can start purchasing notes to generate revenue. Operating losses over the Operating Period totaled $103,381 and were primarily driven by personnel expenses of $75,755.
Liquidity and Capital Resources
The Company is seeking to raise up to $75,000,000 of capital in this Offering by Selling Class A Investor Shares to Investors. The Company expects to deploy the majority of the capital to acquire and manage real estate backed loans, as well as other real estate related assets, to include single family homes and smaller, multi-family residential properties.
As of June 30, 2022, the Company had not been able to participate in the market due to the fact that its SEC Qualification was still pending. Therefore, as of the close of the first half of the fiscal year, the Company’s operations were being funded by ownership. The total amount funded by ownership as of June 30, 2022 was $224,000 and is shown on the Balance Sheet under additional paid in capital.
Off Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonable likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity or capital expenditures that are material to an investment in our securities.
Trend Information
As of June 30, 2022, and apart from the Company’s efforts to receive SEC Qualification, the Company’s Management is not aware of any material trends, favorable or unfavorable, in our capital resources, or any expected material changes in the mix and relative cost of such resources.
Item 2. Other Information
The Company added Alan Belniak to a two-year term of office as a non-compensated Member at Large of the Board of Directors.
C:
C: 1
Item 3. Financial Statements
The information and financial data discussed below is derived from our unaudited financial statements. The unaudited financial statements were prepared and presented in accordance with generally accepted accounting principles (“GAAP”) in the United States. In the opinion of Management, all adjustments necessary in order to make the interim financial statements not misleading have been included.
Organizational Costs
In accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 720, organizational costs, including legal fees are expensed as incurred.
Deferred Offering Costs
The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A – “Expenses of Offering”. The deferred offering costs are charged to stockholders’ equity. The following table presents information about the deferred offering costs during the six month period ending June 30, 2022:
| Balance, January 1, 2022 | $ | - | ||
| Filing Fees | 19,469 | |||
| Legal, Accounting, and Consulting Fees | 29,505 | |||
| Marketing | 60,000 | |||
| Balance, June 30, 2022 | $ | 108,974 |
C:
2
CWS Investments Inc.
Balance Sheet
(unaudited)
| June 30, 2022 | ||||
| ASSETS | ||||
| Investments in Residential Mortgage Loans | $ | - | ||
| Investments in Residential Real Estate | - | |||
| Cash and Cash Equivalents | 30,859 | |||
| Prepaid Expenses | 750 | |||
| Furniture and Equipment, Net | 7,303 | |||
| Total Assets | 38,912 | |||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||
| Accounts Payable | 27,267 | |||
| Total Liabilities | 27,267 | |||
| Stockholders' Equity | ||||
| Preferred Stock, Authorized 7,500,000 Shares; Zero Shares Issued and Outstanding; $10 Par Value Per Share | - | |||
| Common Stock, Authorized 1,000,000 Shares; Zero Shares Issued and Outstanding; Zero Par Value Per Share | - | |||
| Additional Paid-in Capital | 224,000 | |||
| Offering Costs | (108,974 | ) | ||
| Net Loss | (103,381 | ) | ||
| Retained Earnings | - | |||
| Total Stockholders' Equity | 11,645 | |||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 38,912 | ||
C:
3
CWS Investments Inc.
Statement of Income
For the Six Months Ended June 30, 2022
(unaudited)
| For the Six Months Ended June 30, 2022 | ||||
| INCOME | ||||
| Interest Income | $ | - | ||
| Other Income | - | |||
| Total Income | - | |||
| EXPENSE | ||||
| Advertising/Marketing Expense | 9,950 | |||
| Due Diligence Expense | 228 | |||
| Personnel Expense | 75,755 | |||
| Legal Fees | 2,375 | |||
| Depreciation Expense | 209 | |||
| Other G&A Expenses | 14,864 | |||
| Total Expenses | 103,381 | |||
| NET LOSS | $ | (103,381 | ) | |
C:
4
CWS Investments Inc.
Statement of Cash Flows
For the Six Months Ended June 30, 2022
(unaudited)
| For the six Months Ended June 30, 2022 | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||
| Net Loss | $ | (103,381 | ) | |
| Purchase of Investments in Residential Mortgage Loans | - | |||
| Purchase of Investments in Residential Real Estate | - | |||
| Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: | ||||
| Prepaid Expenses | (750 | ) | ||
| Furniture and Equipment: Accumulated Depreciation | 209 | |||
| Accounts payable | 27,267 | |||
| Total Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities | 26,726 | |||
| Net Cash Used in Operating Activities | (76,655 | ) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||
| Furniture and Equipment | (7,512 | ) | ||
| Net Cash Used by Investing Activities | (7,512 | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||
| Proceeds from officer Capital Contributions | 224,000 | |||
| Offering Costs | (108,974 | ) | ||
| Net Cash Provided by Financing Activities | 115,026 | |||
| Net Increase in Cash and Cash Equivalents | 30,859 | |||
| Cash and Cash Equivalents, at January 1, 2022 | - | |||
| CASH AND CASH EQUIVALENTS, AT JUNE 30, 2022 | $ | 30,859 | ||
C:
5
CWS Investments Inc.
Statement of Changes in Stockholders’ Equity
For the period ended June 30, 2022
(unaudited)
| Total Stockholders’ Equity | ||||
| Beginning Balance as of January 1, 2022 | $ | - | ||
| Preferred Stock Issued | - | |||
| Common Stock Issued | - | |||
| Proceeds from Officer Contributions | 224,000 | |||
| Offering Costs | (108,974 | ) | ||
| Net Loss from Operations | (103,381 | ) | ||
| Ending Balance as of June 30, 2022 | $ | 11,645 | ||
C:
6
CWS Investments Inc.
Exhibits Index
(with cross reference)
C:
7
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CWS Investments Inc. | ||
| Date: 10/10/22 | By: | Christopher Seveney |
|
Name: Christopher Seveney Title: President and CEO | ||
Pursuant to the requirements of Regulation A, this report has been signed below by the following persons on behalf of the issuer and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| //Christopher Seveney// | President, CEO, CFO and | 10/10/22 | ||
| Christopher Seveney | Chairman of the Board of Directors | |||
| //Lauren Wells// | Vice President, Investor Relations & Strategy, | 10/10/22 | ||
| Lauren Wells | Member at Large | |||
| Jeffrey Laroche | Member at Large | 10/10/22 | ||
| Jeffrey Laroche |
| This ‘1-SA’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 7/13/23 | ||||
| Filed on: | 10/11/22 | |||
| 7/13/22 | 1-A/A, CORRESP, QUALIF | |||
| For Period end: | 6/30/22 | |||
| 2/22/22 | ||||
| 1/1/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/06/22 CWS Investments Inc. 1-A/A 3:713K EdgarAgents LLC/FA 4/07/22 CWS Investments Inc. 1-A 11:1.9M EdgarAgents LLC/FA |