PART
II AND III
CAPWEST
INCOME, LLC
2009
E. Windmill Lane
Las
Vegas, NV 89123
(702)
240-0977
www.capwestincome.com
Maximum
Offering: $40,000,000 of 5 year, 9.0% unsecured promissory notes
Dated
May 22, 2019
This
Post-Qualification Offering Circular Amendment No. 3 (this “PQA3”) amends the offering circular of Capwest
Income, LLC, dated and qualified on December 28, 2017, and as may be amended and supplemented from time to time (the ”Offering
Circular”) to reflect that the Company will offer and sell the Notes on a continuous basis through June 30, 2019, subject
to an extension of up to an additional 120 days in the sole discretion of the Company, or the date on which the Maximum Offering
is sold, whichever first occurs. Unless otherwise defined below, capitalized terms used herein shall have the same meanings as
set forth in the Offering Circular. See “Incorporation by Reference of Offering Circular” below.
The
Offering Circular relates to the offer and sale by CapWest Income, LLC (“CapWest”, “our”,
“we”, “us”, and/or “Company”), a Nevada limited liability company, of up to $40,000,000
in unsecured promissory notes, having a term of five years, bearing simple interest at a rate of 9.0% per annum, with interest
only to be paid monthly and the entire principal balance to be repaid at maturity (the “Notes”). The minimum investment
amount for a single investor is a single Note in the principal amount of $10,000. The offering originally commenced December 28,
2017 and will be offered on a continuous basis through October 31, 2019. As
of the date of this PQA3, we have paid all expenses incurred in this offering. The Notes are being offered on a “best efforts”
basis and there can be no assurance that all or any of the Notes offered will be subscribed. If less than the maximum proceeds
are available to us, our development and prospects could be adversely affected. All funds received as a result of this offering
will be immediately available to us for our general business purposes. Because there is no minimum dollar amount of Notes that
must be sold in order for the offering to close, there is a risk that we may not receive sufficient proceeds from the offering
to fully and effectively execute on our business plan as described herein. As of the date of this PQA3, we have sold a total of
$12,222,000 in unsecured promissory notes, leaving a balance of $27,778,000 available in the Offering.
| |
|
Price
to Public
|
|
Commissions
Advisory, Service Fees and Expenses (1)
|
|
Proceeds
to Issuer
|
| Per
Investor Minimum |
|
$ |
10,000 |
|
|
$ |
140 |
|
|
$ |
9,860 |
|
| Total
Maximum |
|
$ |
40,000,000 |
|
|
$ |
560,000 |
|
|
$ |
39,440,000 |
|
(1)
We have entered into service agreements with JumpStart Securities, LLC (“JumpStart”), a member of FINRA, to
provide subscription and administrative services for the offering. JumpStart Securities will be paid service fees. Please
see “Plan of Distribution” for more information.
This
offering is highly speculative and these securities involve a high degree
of risk and should be considered only by persons who can afford
the loss of their entire investment.
Incorporation
by Reference of Offering Circular
The
Offering Circular, including this PQA3, is part of an offering that was initially qualified December 28, 2017. We hereby
incorporate by reference into this PQA3 all of the information contained in the following:
| 1. | Part
II of the Offering Circular, including the Exhibits. |
Note
that any statement that we make in this PQA3 (or have made in the Offering Circular) will be modified or superseded by
any inconsistent statement made by us in a subsequent Semi-annual Report, Annual Report, offering circular supplement or post-qualification
amendment.
PART
III -- EXHIBITS
Exhibits
Index
SIGNATURES
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 Las Vegas, Nevada, on May 22, 2019.
CAPWEST
INCOME, LLC
By:
/s/Gregory Herlean
Gregory
Herlean
Manager
This
offering has been signed by the following persons in the capacities and on the dates indicated.
By:
/s/Steve Byrne
Steve
Byrne
Manager
