SecProbe.io

CORRESP
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August 19, 2024

Division of Corporation Finance

U.S.Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: CWS Investments, Inc.

Post-Qualification Amendment to Offering
Statement on Form 1-A Filed 	June 11, 2024

File No. 024-11857

To the Division of Corporation Finance:

This letter is submitted on
behalf of CWS Investments, Inc., a Virginia corporation (the “Issuer”), in response to comments received from the staff of
the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) in
a letter dated July 5, 2024, with respect to the Issuer’s Post-Qualification Amendment to Offering Statement (File No. 024-11857),
filed with the SEC on June 11, 2023. This letter is being submitted contemporaneously with the filing of the Seventh Amendment to the
Offering Statement containing changes made in response to the Staff’s comments and for the purpose of updating and revising certain
information in the Offering Statement.

Post-Qualification Amendment to
Offering Statement on Form 1-A Cover Page

1.
Please disclose the basis upon which you are offering the bonus shares, including the impact of the size of an investor's purchase
and the amount of bonus shares they will receive. Please refer to Instruction 4 to Item 1(e) of Form 1-A.

Issuer Response:
Language was added to the cover page in the form of a chart disclosing the Bonus Shares.

2.
We note your disclosure that your audited financial statements include a statement that there is substantial doubt about your ability
to continue as a going concern. Please revise to disclose the going concern opinion on the cover page and in the summary.

Response: The statement that
there is a substantial doubt about the ability to continue as a going concern was inadvertently inserted into the offering and has since
been removed to align with Management’s assessment and the assertions in the financial statement.

Summary, page 1

3.
Please revise your summary to disclose that you had a Net Operating Loss of $1,049,822 for the Operating Period.

Issuer Response: See page 1 wherein
it is disclosed that the Company had a Net Operating Loss of $1,049,822 for the Operating Period.

4.
We note your disclosure that in no event will you use leverage in excess of 70% of the value of the assets being acquired at the
time of the acquisition. However, you also state that you will not use leverage in excess of 60% loan to value. Please clarify your disclosure
throughout. Also, disclose the current LTV for loans outstanding.

Issuer Response: The circular was edited
to consistently state that leverage will not exceed 70% of the value of the assets being acquired. Language was added to the Summary on
page 1 to disclose that the current LTV for loans outstanding is 57%.

Risk Factors Risks Relating to Real
Estate Loans, page 3

5. This risk factor appears to address
multiple risks related to real estate loans. Pleased consider separating this risk factor into separate, significant risks. Please refer
to Item 3(b) of Form 1-A.

Issuer Response: The risk factors section
was edited to break out many of the identified risks into their own risk heading.

6. Revise your disclosure to discuss
the specific risks associated with your expansion into business purpose loans, including management of the loan and security interest
(if any) to ensure repayment if and when the property is sold or the borrower secures permanent financing.

Issuer Response: See additions
beginning on page 4 wherein numerous risk factors associated with business purpose loans were added to the risk factors section.

Limitation on Rights in Bylaws, page 4

7. Revise
this section to discuss the four-year limitation before Class A preferred shareholders can redeem their shares under an appropriate
sub-heading. We note your disclosure on page 41 that the Class A shares sold in this offering are subject to a four- year holding
period while the Class B, C, and D shares are subject to a three-year holding period. If applicable, please discuss any material
risks to investors participating in this offering with respect to the difference in holding periods.

Issuer Response: In response
to the concerns and issues raised above, further disclosures and material risks were added under the heading “Risks Relating
to Restrictions on Withdrawal of Investor Capital.”

Risks Related to the Company's Limited Operating
History, page 10

8.
We note your disclosure that your audited financial statements include a statement that there is a substantial doubt about your
ability to continue as a going concern. However, such disclosure is not included in the Report of your Independent Certified Public Accountants
on page 34. Please refer to ASC 205-40-50 and revise your filing for consistency.

Issuer Response: The Company nor its
auditors identified substantial doubt about our ability to continue as a going concern. The erroneous disclosure about the presence of
substantial doubt has been removed from page 10.

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Unspecified Investments, page 15

9.
We note your disclosure that as of April 28, 2024 the Company holds $53 million in assets under management. Please revise your
filing to explain what these assets under management are comprised of and clarify whether these are assets recorded on your balance sheet
as residential mortgage loans, business purpose loans and real estate property consistent with your balance sheet as of December 31, 2023
or represent assets under management for the benefit of others and therefore not recorded on your balance sheet.

Issuer Response: The reference to $53 million in assets
under management was based on the estimated property values within the portfolio and was removed. All references to Company assets are
now tied directly to the Balance Sheet and Financial Disclosures.

Compensation, page 22

10.
Please provide the aggregate annual compensation of your directors as a group for your last completed fiscal year. Please see Item
11(b) of Form 1-A.

Issuer Response: See edit
to “Management Compensation” to provide the aggregate annual compensation for members of the Board for the prior fiscal year.

Our Business, page 29

11.
We note your disclosure that your investments meet conservative characteristics. Please describe the conservative characteristics
both here and in your Summary.

Issuer Response: In response to this
inquiry, the Company elected to remove the term “conservative” from the Offering.

12.
Please disclose the total number of persons employed by the issuer, indicating the number employed full time.

Issuer Response: See edits
to the “Personnel” section to disclose the total number of employees as of December 31, 2023, and June 30, 2024.

Collateral, page 32

13.
We note your statement that real estate is one of the safest investments. We also note your disclosure on page 41 that real estate
is notoriously speculative and unpredictable. Please revise to provide balanced disclosure and to eliminate this apparent inconsistency.

Issuer Response: Edits were made throughout
the document to remove the term “safest.”

Revenue Recognition, page 46

14.
Please revise your filing to disclose your accounting policies for recognizing late fees and lender fees income associated with
your loans.

Issuer Response: See edit
to the “Revenue Recognition” section wherein disclosure is made define when late fees are recognized.

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Business Purpose Loans, page 47

15.
We note that you have expanded your portfolio of business purpose loans during 2023, including the issuance of construction loans
and other improvement loans. Revise this section to discuss your ongoing monitoring of these loans, the increase in the demands on your
staff to monitor and enforce your rights on these loans, and to ensure prompt repayment upon the sale or refinancing of the property.

Issuer Response: Numerous
additions were made to the section entitled “Results of Operations - Business Purpose Loans” to address issues
relating to monitoring of these loans and any impact on the Company’s staff.

16.
Disclose the factors that go into assigning the loan grades discussed on page 48. Disclose the data sources you rely on in setting
these grades and the officers or other employees that evaluate and assign the letter grades. Finally, please clarify how these loan grades
differ from how you evaluate mortgage loans for residential properties.

Issuer Response: In response
to the concerns and issues raised above, language was added under “Credit Quality Indicators” section to provide further
clarification to our loan grading procedures and how they differ from evaluating our other residential property mortgage loans.

Credit Quality Indicators, page 48

17.
We note your disclosure that you use an internal grading system to assign one of five letter grades (e.g., A to E) to each loan,
which generally reflects the overall risk of your business purpose loans. Please revise your filing to provide qualitative information
on how each of five letter grades relates to the likelihood of loss. Please refer to ASC 326- 20-50-8.

Issuer Response: See edits made to the
“Credit Quality Indicators” section to provide qualitative information regarding our grading system and how each letter
grade relates to the likelihood of loss.

Loan Impairment, page 49

18.
We note your disclosure that management enters into loan modifications with borrowers whose loans are delinquent (nonperforming).
Please revise your filing to include your policy for determining past-due and nonaccrual status for your business purpose loans and your
charge-off policy for recognizing write-offs within the allowance for credit losses. Please refer to ASC 326-20-50-17.

Issuer Response: In response
to this comment, the Company added a section entitled “Charge-Offs” to address the Company’s charge-off policy
and the implications thereof. Additional language was also added to the “Business Purpose Loans - Loan Classification”
section to discuss nonaccrual and past due policies.

19.
We note your disclosure that you executed 5 modification agreements in 2023, which appear to be Business Purpose loans, with no
significant impact to your financial statements. Given your disclosure on page 60 that you originated 11 loans during 2023, please revise
your filing to provide the disclosures required by ASC 310-10-50-42 through 50-44.

Issuer Response: The modifications
encompassed both business purpose and residential mortgage loans. Language was added under the “Loan Impairment” section
to provide specific details surrounding the five modifications.

Executive Officers, Directors and Key Employees,
page 58

20.
Please provide the month and year of the start date and, if applicable, the end date for each person named in the table on page
58. If you are unable to provide specific dates, please provide such other description in the table or in an appropriate footnote clarifying
the term of office.

Issuer Response: Language
was added to the table in section Executive Officers, Directors and Key Employees to provide the month and year of the start date
and end date for each person named therein.

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21.
In a footnote to the table, please briefly describe any arrangements or understandings between the persons listed in the table
and any other persons (naming such persons) pursuant to which the person was or is to be selected to his or her office or position. Please
see Item 10(a) of Form 1-A.

Issuer Response: There are
no such arrangements.

Note 12. Subsequent Events, page 58

22.
We note your current disclosure states that you have evaluated subsequent events through April 30, 2024 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. Please revise your filing to disclose your subsequent events, if required to be disclosed.

Issuer Response: Use of the
language “except for the following” was included in error. The Company does not have any subsequent events and therefore the
term “except for the following” was removed.

Management Discussion Results of Operations,
page 59

23.
We note your disclosure that you consider the company to be divided into three business segments, which reflect the way you evaluate
your business performance and manage your operations. In addition, we also note that you disclose key financial and operational results
for each of your business segments. Please tell us whether these business segments represent operating and reportable segment(s), and,
if applicable, revise your filing to disclose the segment disclosures required by ASC 280-10-50-22 through 50-25 and ASC 280-10-50-30.

Issuer Response: The Company incorrectly used the term
“segment” and as such, has removed any references to segments from the filing. The Company has reviewed ASC 280 – Segment
Reporting and has concluded that it has one single reportable segment, which is investing in primarily mortgage related single-family
and multi-family residential assets. The Company does not consider its investment categories to be separate operating segments pursuant
to ASC 280-10-50-1.

ASC 280-10-50-1 states that an operating segment is
a component of a public entity that has all of the following characteristics: (a) it engages in business activities from which it may
recognize revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same public
entity), (b) its operating results are regularly reviewed by the public entity’s chief operating decision maker to make decisions
about resources to be allocated to the segment and assess its performance and (c) its discrete financial information is available.

In considering the guidance in ASC 280, utilizing the
management approach, the Company has concluded that its chief operating decision maker (“CODM”) is the Company’s Chief
Executive Officer and President (“CEO”). The CEO is responsible for allocating the Company’s resources and for assessing
its operating performance. The Company does not believe that its mortgage and business purpose loans represent separate operating segments
pursuant to ASC 280-10-50-1(b) as the CODM does not separately regularly review the operating results based on the referenced loan types
to make decisions about resources to be allocated to them or to assess the performance of the Company based on the referenced loan types.
The CODM reviews the overall investment portfolio of primarily mortgage-related single-family and multi-family residential assets and
assesses the operating results and performance of the Company as a whole.

The allocation of entity-wide resources, specifically
headcount, is determined by the CODM on a consolidated basis by functional area (Asset Acquisitions, Operations, Asset Management, Human
Resources, Accounting, etc.). The Company does not have a separate department or individual employees that are dedicated only to mortgage
loans or business purpose loans. The same resources within Asset Acquisitions, Asset Management and Accounting perform the due diligence,
underwriting/structuring, portfolio monitoring, reporting and accounting activities related to the Company’s mortgage and business
purpose loans.

The CODM regularly meets with the Company’s Asset
Management team and Accounting departments to discuss the status and performance of the collateral underlying all of the Company’s
loans, regardless of whether they are classified as a mortgage or business purpose loan. The Company evaluates all loans for nonaccrual
status and held for investment or held for sale criteria in accordance with GAAP regardless of being classified as a mortgage or business
purpose loan.

24.
Please revise your filing to expand the discussion of your results of operations for each period presented as current disclosures
do not provide detailed information