UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1−SA
SEMIANNUAL REPORT PURSUANT TO REGULATION A
OF THE SECURITIES ACT OF 1933
For the six months ended June 30, 2023
Otis Gallery LLC |
(Exact name of issuer as specified in its charter) |
Delaware | 37-1921598 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
6 Harrison Street, 5th Floor, New York, NY 10013 |
(Full mailing address of principal executive offices) |
201-479-4408 |
(Issuer’s telephone number, including area code) |
Series #KW, Series Drop 002, Series Drop 003, Series Drop 004, Series Drop 005, Series Drop 008, Series Drop 009, Series Drop 010, Series Gallery Drop 011, Series Gallery Drop 012, Series Gallery Drop 013, Series Gallery Drop 014, Series Gallery Drop 015, Series Gallery Drop 016, Series Gallery Drop 017, Series Gallery Drop 018, Series Gallery Drop 019, Series Gallery Drop 020, Series Gallery Drop 021, Series Gallery Drop 022, Series Gallery Drop 023, Series Gallery Drop 024, Series Gallery Drop 025, Series Gallery Drop 026, Series Gallery Drop 027, Series Gallery Drop 028, Series Gallery Drop 029, Series Gallery Drop 030, Series Gallery Drop 031, Series Gallery Drop 032, Series Gallery Drop 033, Series Gallery Drop 034, Series Gallery Drop 035, Series Gallery Drop 036, Series Gallery Drop 037, Series Gallery Drop 038, Series Gallery Drop 039, Series Gallery Drop 040, Series Gallery Drop 041, Series Gallery Drop 042, Series Gallery Drop 043, Series Gallery Drop 044, Series Gallery Drop 045, Series Gallery Drop 046, Series Gallery Drop 047, Series Gallery Drop 048, Series Gallery Drop 049, Series Gallery Drop 050, Series Gallery Drop 051, Series Gallery Drop 052, Series Gallery Drop 053, Series Gallery Drop 054, Series Gallery Drop 055, Series Gallery Drop 056, Series Gallery Drop 057, Series Gallery Drop 058, Series Gallery Drop 059, Series Gallery Drop 060, Series Gallery Drop 061, Series Gallery Drop 062, Series Gallery Drop 063, Series Gallery Drop 064, Series Gallery Drop 065, Series Gallery Drop 066, Series Gallery Drop 067, Series Gallery Drop 068, Series Gallery Drop 069, Series Gallery Drop 070, Series Gallery Drop 071, Series Gallery Drop 072, Series Gallery Drop 073, Series Gallery Drop 074, Series Gallery Drop 075, Series Gallery Drop 076, Series Gallery Drop 077, Series Gallery Drop 078, Series Gallery Drop 079, Series Gallery Drop 080, Series Gallery Drop 082, Series Gallery Drop 083, Series Gallery Drop 086, Series Gallery Drop 089, Series Gallery Drop 091, Series Gallery Drop 093, Series Gallery Drop 094, Series Gallery Drop 095, Series Gallery Drop 096, Series Gallery Drop 097, Series Gallery Drop 098, Series Gallery Drop 099, Series Gallery Drop 100, Series Gallery Drop 101, Series Gallery Drop 102, Series Gallery Drop 103, Series Gallery Drop 104, Series Gallery Drop 105, Series Gallery Drop 107, Series Gallery Drop 108, Series Gallery Drop 109, Series Gallery Drop 110, Series Gallery Drop 111, Series Gallery Drop 112, Series Gallery Drop 113, Series Gallery Drop 114, Series Gallery Drop 115, Series Gallery Drop 116, Series Gallery Drop 117, Series Gallery Drop 119, Series Gallery Drop 121, Series Gallery Drop 122, Series Gallery Drop 123 |
(Title of each class of securities issued pursuant to Regulation A) |
1
TABLE OF CONTENTS
ITEM 1. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 1 |
ITEM 2. OTHER INFORMATION | 20 |
ITEM 3. FINANCIAL STATEMENTS | 21 |
ITEM 4. EXHIBITS | 22 |
i
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information contained in this report includes some statements that are not historical and that are considered “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our development plans for our business; our strategies and business outlook; anticipated development of our company, Public, our manager, each series of our company and the Public Platform; and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards and interpretations). These forward-looking statements express our manager’s expectations, hopes, beliefs, and intentions regarding the future. In addition, without limiting the foregoing, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions and variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this report are based on current expectations and beliefs concerning future developments that are difficult to predict. Neither we nor our manager can guarantee future performance, or that future developments affecting our company, Public, our manager or the Public Platform will be as currently anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
All forward-looking statements attributable to us are expressly qualified in their entirety by these risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should any of the parties’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not place undue reliance on any forward-looking statements and should not make an investment decision based solely on these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
ii
The following discussion and analysis of our financial condition and results of operation should be read in conjunction with our financial statements and the related notes included in this report. The following discussion contains certain information that has not been audited. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.
Overview
Since its formation in December 2018, Otis Gallery LLC, a Delaware series limited liability company (“we,” “us,” “our” or “our company”), has been engaged primarily in acquiring and managing a collection of investment-grade art and collectibles (the “underlying assets”). Otis Wealth, Inc. is the manager of our company (our “manager”) and serves as the asset manager for the underlying assets owned by our company. Our manager is a wholly owned subsidiary of Public Holdings, Inc. (“Public”). We acquired the underlying assets from consignors using cash or from our manager financed through promissory notes issued to our manager, and our manager developed the financial, offering and other materials to offer membership interests (“interests”) in series of our company (each, a “series”) through the mobile app-based investment platform called Otis (the “Otis Platform”). We offered and sold interests in a number of separate individual series, and investors in any series acquired a proportional share of income and liabilities as they pertain to a particular series. The sole asset of any given series at the time of an offering was the underlying asset related to such series (plus any cash reserves for future operating expenses), and the sole liability of any given series at the time of an offering was the promissory note related to the acquisition of such underlying asset if such asset was acquired from our manager. We conducted separate closings with respect to each offering. See the offering statement filed with the Securities and Exchange Commission (the “Commission”) on Form 1-A (as amended and supplemented, the “Offering Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), for additional details regarding our offerings.
Public operates the web- and mobile app-based platform called Public (the “Public Platform”) and launched an interface on the Public Platform that enables investors to buy and sell their holdings via the Public Private Execution Network Alternative Trading System (the “PPEX ATS”) operated by North Capital Private Securities Corporation (“North Capital”). As of the date hereof, the PPEX ATS is the sole trading platform approved by our manager for secondary transfers of our interests (for the avoidance of doubt, transfers may occur outside of a trading platform). We will notify interest holders of approval of any additional trading platform(s) by making a filing with the Commission of the type applicable as of the time such change is made and by sending an email message or a message through the Public Platform, or by posting a message on the Public website.
Our manager believes that alternative assets have been a cornerstone of wealth accumulation. However, barriers are high, and quality access has been limited to a tiny fraction of our global economy. Our manager believes that those who do have access to top-quality alternative investments are faced with a lack of transparency, operational overhead and high minimums and fees from established gatekeepers. The costs for investing in this asset class are high and transaction volumes are low, with few options for liquidity, resulting in longer holding periods. As a result, the opportunity to build wealth remains inaccessible.
The Public Platform enables our proposed solution to this problem. Our manager is creating a marketplace for investment-grade art and collectibles and expanding asset classes into other alternative asset classes such as real estate, wine, precious metals and culture (movies, music royalties, etc.), through one or more affiliated issuers. The goal is to unlock every type of alternative asset and give investors true uncorrelated diversification.
The reported financial information herein will likely not be indicative of future operating results or operating conditions. Because of our corporate structure, we are in large part reliant on our manager and its employees to grow and support our business. There are a number of key factors that will have large potential impacts on our operating results going forward, including our manager’s ability to:
●
continue to source high quality underlying assets at reasonable prices to securitize on the Public Platform;
1
●
market the Public Platform and the offerings in individual series and attract investors to the Public Platform;
●
continue to develop the Public Platform and provide the information and technology infrastructure to support the issuance of interests; and
●
find operating partners to manage the collection of underlying assets at a decreasing marginal cost per asset.
No revenue models have been developed at the company or series level, and we do not expect our company or any series to generate revenue under current operating plans. Gains from sales of underlying assets will be presented as other income in the statements of operations as they do not qualify as operating revenues.
Recent Developments
On July 25, 2023, Series Gallery Drop 117 sold the underlying asset of such series, an NFT by XCOPY titled BOTTOM FEEDER #35, for $19,899 net of platform fees versus the Series Gallery Drop 117 offering amount of $93,700. In connection with the sale, our manager assumed all outstanding but unpaid Series Gallery Drop 117 acquisition and offering expenses. This resulted in a net loss to holders of interests in Series Gallery Drop 117. After completing such distribution, our manager intends to begin winding up Series Gallery Drop 117 as the series will no longer have any assets or liabilities.
Results of Operations
Revenues
As of June 30, 2023 and 2022, neither our company nor any series had recognized any revenue. No revenue models have been developed at the company or series level, and we do not expect our company or any series to generate revenue under current operating plans. Gains from sales of underlying assets are presented as other income in the statements of operations as they do not qualify as operating revenues.
Operating Expenses
The Operating Expenses incurred prior to the closing of an offering related to any of the underlying assets are being paid by our manager and recognized by our company as capital contributions and will not be reimbursed by the series. Each series will be responsible for its own operating expenses, such as storage, insurance or maintenance, beginning on the closing date of the offering for such series’ interests. Sourcing fees, which are treated as Operating Expenses, are paid to our manager as compensation for sourcing each underlying asset from the gross proceeds of the offering of each series’ interests.
For the six months ended June 30, 2023, we incurred $47,270 in operating expenses, as compared to $237,944 in operating expenses for the six months ended June 30, 2022. The following table summarizes the Operating Expenses by category:
Operating Expense | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | ||||
Organizational Costs | $ | 33,881 | $ | 194,130 | ||
Sourcing Fees | $ | - | $ | 22,289 | ||
Transportation, Storage and Insurance | $ | 13,389 | $ | 21,525 | ||
TOTALS | $ | 47,270 | $ | 237,944 |
2
At the close of the respective offerings for the series, each individual series became responsible for Operating Expenses. Pre-closing Operating Expenses are incurred on the books of our company, and post-closing Operating Expenses incurred by each series with a closed offering are incurred and recorded on the books of the series. Our manager has agreed to pay and not be reimbursed for Operating Expenses incurred prior to the closing of each offering. The following table summarizes the Operating Expenses by our company and series for which the respective offerings had closed:
Series | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | ||||
Series #KW | $ | 2,076 | $ | 2,707 | ||
Series Drop 002 | $ | - | $ | 2,012 | ||
Series Drop 003 | $ | 1,642 | $ | 2,025 | ||
Series Drop 004 | $ | - | $ | 2,060 | ||
Series Drop 005 | $ | 1,669 | $ | 2,213 | ||
Series Drop 008 | $ | - | $ | 2,028 | ||
Series Drop 009 | $ | - | $ | 2,950 | ||
Series Drop 010 | $ | - | $ | 1,991 | ||
Series Gallery Drop 011 | $ | 1,492 | $ | 1,988 | ||
Series Gallery Drop 012 | $ | 1,810 | $ | 2,380 | ||
Series Gallery Drop 013 | $ | 1,658 | $ | 2,193 | ||
Series Gallery Drop 014 | $ | - | $ | 2,012 | ||
Series Gallery Drop 015 | $ | - | $ | 1,994 | ||
Series Gallery Drop 016 | $ | - | $ | 1,976 | ||
Series Gallery Drop 017 | $ | 1,564 | $ | 2,077 | ||
Series Gallery Drop 018 | $ | - | $ | 1,950 | ||
Series Gallery Drop 019 | $ | - | $ | 1,974 | ||
Series Gallery Drop 021 | $ | - | $ | 2,000 | ||
Series Gallery Drop 022 | $ | - | $ | 2,011 | ||
Series Gallery Drop 023 | $ | - | $ | 1,961 | ||
Series Gallery Drop 024 | $ | - | $ | 1,988 | ||
Series Gallery Drop 026 | $ | - | $ | 1,835 | ||
Series Gallery Drop 028 | $ | - | $ | 1,973 | ||
Series Gallery Drop 029 | $ | - | $ | 2,090 | ||
Series Gallery Drop 030 | $ | 1,494 | $ | 1,991 | ||
Series Gallery Drop 031 | $ | 1,548 | $ | 2,058 | ||
Series Gallery Drop 032 | $ | - | $ | 1,927 | ||
Series Gallery Drop 033 | $ | - | $ | 1,983 | ||
Series Gallery Drop 034 | $ | 2,559 | $ | 3,268 | ||
Series Gallery Drop 035 | $ | - | $ | 2,155 | ||
Series Gallery Drop 036 | $ | - | $ | 2,072 | ||
Series Gallery Drop 037 | $ | - | $ | 1,994 | ||
Series Gallery Drop 038 | $ | - | $ | 2,154 | ||
Series Gallery Drop 039 | $ | 1,599 | $ | 2,120 | ||
Series Gallery Drop 040 | $ | - | $ | 2,022 | ||
Series Gallery Drop 041 | $ | - | $ | 1,928 | ||
Series Gallery Drop 042 | $ | - | $ | 1,978 | ||
Series Gallery Drop 043 | $ | - | $ | 2,122 | ||
Series Gallery Drop 044 | $ | 3,199 | $ | 4,089 | ||
Series Gallery Drop 046 | $ | 1,564 | $ | 1,980 | ||
Series Gallery Drop 047 | $ | - | $ | 1,932 | ||
Series Gallery Drop 048 | $ | 1,573 | $ | 2,024 | ||
Series Gallery Drop 049 | $ | 2,014 | $ | 2,555 |
3
Series Gallery Drop 050 | $ | - | $ | 1,920 | ||
Series Gallery Drop 051 | $ | 1,507 | $ | 1,933 | ||
Series Gallery Drop 052 | $ | - | $ | 1,866 | ||
Series Gallery Drop 053 | $ | - | $ | 2,097 | ||
Series Gallery Drop 054 | $ | - | $ | 1,896 | ||
Series Gallery Drop 055 | $ | - | $ | 1,987 | ||
Series Gallery Drop 056 | $ | - | $ | 1,903 | ||
Series Gallery Drop 057 | $ | - | $ | 1,893 | ||
Series Gallery Drop 058 | $ | - | $ | 1,907 | ||
Series Gallery Drop 059 | $ | 1,630 | $ | 2,083 | ||
Series Gallery Drop 060 | $ | - | $ | 1,656 | ||
Series Gallery Drop 061 | $ | - | $ | 1,910 | ||
Series Gallery Drop 062 | $ | - | $ | 1,888 | ||
Series Gallery Drop 063 | $ | 1,484 | $ | 1,903 | ||
Series Gallery Drop 064 | $ | 1,368 | $ | 1,943 | ||
Series Gallery Drop 065 | $ | - | $ | 1,903 | ||
Series Gallery Drop 066 | $ | 1,593 | $ | 2,138 | ||
Series Gallery Drop 067 | $ | - | $ | 2,036 | ||
Series Gallery Drop 068 | $ | - | $ | 1,916 | ||
Series Gallery Drop 069 | $ | - | $ | 1,954 | ||
Series Gallery Drop 070 | $ | - | $ | 1,941 | ||
Series Gallery Drop 071 | $ | 1,641 | $ | 2,087 | ||
Series Gallery Drop 072 | $ | - | $ | 2,774 | ||
Series Gallery Drop 073 | $ | - | $ | 1,983 | ||
Series Gallery Drop 074 | $ | - | $ | 1,906 | ||
Series Gallery Drop 075 | $ | - | $ | 1,541 | ||
Series Gallery Drop 076 | $ | - | $ | 2,021 | ||
Series Gallery Drop 077 | $ | - | $ | 1,960 | ||
Series Gallery Drop 078 | $ | - | $ | 1,905 | ||
Series Gallery Drop 079 | $ | - | $ | 1,903 | ||
Series Gallery Drop 080 | $ | - | $ | 1,886 | ||
Series Gallery Drop 082 | $ | - | $ | 1,307 | ||
Series Gallery Drop 083 | $ | - | $ | 1,986 | ||
Series Gallery Drop 086 | $ | - | $ | 2,134 | ||
Series Gallery Drop 089 | $ | - | $ | 1,915 | ||
Series Gallery Drop 091 | $ | - | $ | 1,441 | ||
Series Gallery Drop 093 | $ | - | $ | 1,981 | ||
Series Gallery Drop 094 | $ | - | $ | 1,907 | ||
Series Gallery Drop 095 | $ | - | $ | 1,987 | ||
Series Gallery Drop 096 | $ | - | $ | 1,932 | ||
Series Gallery Drop 098 | $ | - | $ | 1,882 | ||
Series Gallery Drop 099 | $ | 1,784 | $ | 2,272 | ||
Series Gallery Drop 100 | $ | - | $ | 1,897 | ||
Series Gallery Drop 101 | $ | 1,919 | $ | 2,296 | ||
Series Gallery Drop 102 | $ | - | $ | 1,882 | ||
Series Gallery Drop 103 | $ | - | $ | 2,318 | ||
Series Gallery Drop 104 | $ | - | $ | 1,877 | ||
Series Gallery Drop 105 | $ | - | $ | 1,978 |
4
Series Gallery Drop 107 | $ | - | $ | 1,911 | ||
Series Gallery Drop 108 | $ | - | $ | 1,936 | ||
Series Gallery Drop 109 | $ | - | $ | 1,905 | ||
Series Gallery Drop 110 | $ | - | $ | 1,526 | ||
Series Gallery Drop 111 | $ | - | $ | 1,899 | ||
Series Gallery Drop 112 | $ | - | $ | 2,087 | ||
Series Gallery Drop 113 | $ | - | $ | 2,030 | ||
Series Gallery Drop 114 | $ | - | $ | 1,881 | ||
Series Gallery Drop 115 | $ | - | $ | 1,891 | ||
Series Gallery Drop 116 | $ | 2,010 | $ | 11,055 | ||
Series Gallery Drop 117 | $ | 1,594 | $ | 4,309 | ||
Series Gallery Drop 118 | $ | - | $ | 47 | ||
Series Gallery Drop 119 | $ | - | $ | 5,534 | ||
Series Gallery Drop 120 | $ | - | $ | 44 | ||
Series Gallery Drop 121 | $ | - | $ | 3,180 | ||
Series Gallery Drop 122 | $ | 1,729 | $ | 6,564 | ||
Series Gallery Drop 123 | $ | 1,550 | $ | 3,774 | ||
TOTALS | $ | 47,270 | $ | 237,944 |
Other Income/(Expenses)
For the six months ended June 30, 2023, we incurred other expenses of $(171,963) in the form of net losses on asset sales of $(850) and losses on impairment of $(171,113), as compared to other income of $155,879 in the form of gains on the sales of underlying assets of $244,879, gain on cancellation of promissory note of $9,400 and losses on impairment of $(98,400) for the six months ended June 30, 2022. The following table summarizes the other income/(expenses) by series:
Series | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | ||||
Series Drop 003(1) | $ | (18,000) | $ | - | ||
Series Gallery Drop 026 | $ | - | $ | 105,000 | ||
Series Gallery Drop 043 | $ | - | $ | (6,700) | ||
Series Gallery Drop 048 | $ | (5,900) | $ | - | ||
Series Gallery Drop 049(1) | $ | (110,476) | $ | - | ||
Series Gallery Drop 051 | $ | (3,600) | $ | - | ||
Series Gallery Drop 058 | $ | (4,800) | $ | (4,800) | ||
Series Gallery Drop 060 | $ | - | $ | 91,415 | ||
Series Gallery Drop 063 | $ | (1,800) | $ | - | ||
Series Gallery Drop 064 | $ | (850) | $ | - | ||
Series Gallery Drop 068 | $ | - | $ | (1,800) | ||
Series Gallery Drop 069 | $ | - | $ | (3,800) | ||
Series Gallery Drop 082 | $ | - | $ | 24,859 | ||
Series Gallery Drop 089 | $ | - | $ | (19,100) | ||
Series Gallery Drop 093 | $ | - | $ | (13,400) | ||
Series Gallery Drop 096 | $ | - | $ | (8,600) | ||
Series Gallery Drop 100 | $ | - | $ | (5,800) | ||
Series Gallery Drop 103 | $ | - | $ | 17,469 | ||
Series Gallery Drop 105 | $ | - | $ | (8,000) | ||
Series Gallery Drop 109 | $ | - | $ | (8,500) |
5
Series Gallery Drop 110 | $ | - | $ | 6,136 | ||
Series Gallery Drop 115 | $ | - | $ | (6,100) | ||
Series Gallery Drop 117(1) | $ | (31,337) | $ | (11,800) | ||
Series Gallery Drop 118 | $ | - | $ | 9,400 | ||
TOTALS | $ | (171,963) | $ | 155,879 |
(1)
We treat the underlying assets as long-lived assets, and the underlying assets are subject to a semiannual test for impairment and will not be depreciated or amortized. These long-lived assets will be reviewed for impairment semiannually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated fair value of the asset. If the carrying amount of an asset exceeds its estimated fair value, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Following such review, the referenced series recorded significant losses on impairment with respect to sales of comparable assets. There has been no loss in utility with respect to such underlying assets, but the carrying amount of the assets significantly exceeded the estimated fair values, so substantial impairment charges were recognized in the amount by which the carrying amounts of the assets exceeded the fair value of the assets.
Income Taxes
For the six months ended June 30, 2023, we recorded a $1,350 provision for income taxes, as compared to a $5,275 provision for income taxes for the six months ended June 30, 2022. The following table summarizes income taxes by series:
Series | Six Months Ended June 30, 2023 | Six Months June 30, 2022 | ||||
Series #KW | $ | (50) | $ | (50) | ||
Series Drop 002 | $ | - | $ | (50) | ||
Series Drop 003 | $ | (50) | $ | (50) | ||
Series Drop 004 | $ | - | $ | (50) | ||
Series Drop 005 | $ | (50) | $ | (50) | ||
Series Drop 008 | $ | - | $ | (50) | ||
Series Drop 009 | $ | - | $ | (50) | ||
Series Drop 010 | $ | - | $ | (50) | ||
Series Gallery Drop 011 | $ | (50) | $ | (50) | ||
Series Gallery Drop 012 | $ | (50) | $ | (50) | ||
Series Gallery Drop 013 | $ | (50) | $ | (50) | ||
Series Gallery Drop 014 | $ | - | $ | (50) | ||
Series Gallery Drop 015 | $ | - | $ | (50) | ||
Series Gallery Drop 016 | $ | - | $ | (50) | ||
Series Gallery Drop 017 | $ | (50) | $ | (50) | ||
Series Gallery Drop 018 | $ | - | $ | (50) | ||
Series Gallery Drop 019 | $ | - | $ | (50) | ||
Series Gallery Drop 021 | $ | - | $ | (50) | ||
Series Gallery Drop 022 | $ | - | $ | (50) | ||
Series Gallery Drop 023 | $ | - | $ | (50) | ||
Series Gallery Drop 024 | $ | - | $ | (50) | ||
Series Gallery Drop 026 | $ | - | $ | (50) | ||
Series Gallery Drop 028 | $ | - | $ | (50) | ||
Series Gallery Drop 029 | $ | - | $ | (50) |
6
Series Gallery Drop 030 | $ | (50) | $ | (50) | ||
Series Gallery Drop 031 | $ | (50) | $ | (50) | ||
Series Gallery Drop 032 | $ | - | $ | (50) | ||
Series Gallery Drop 033 | $ | - | $ | (50) | ||
Series Gallery Drop 034 | $ | (50) | $ | (50) | ||
Series Gallery Drop 035 | $ | - | $ | (50) | ||
Series Gallery Drop 036 | $ | - | $ | (50) | ||
Series Gallery Drop 037 | $ | - | $ | (50) | ||
Series Gallery Drop 038 | $ | - | $ | (50) | ||
Series Gallery Drop 039 | $ | (50) | $ | (50) | ||
Series Gallery Drop 040 | $ | - | $ | (50) | ||
Series Gallery Drop 041 | $ | - | $ | (50) | ||
Series Gallery Drop 042 | $ | - | $ | (50) | ||
Series Gallery Drop 043 | $ | - | $ | (50) | ||
Series Gallery Drop 044 | $ | (50) | $ | (50) | ||
Series Gallery Drop 046 | $ | (50) | $ | (50) | ||
Series Gallery Drop 047 | $ | - | $ | (50) | ||
Series Gallery Drop 048 | $ | (50) | $ | (50) | ||
Series Gallery Drop 049 | $ | (50) | $ | (50) | ||
Series Gallery Drop 050 | $ | - | $ | (50) | ||
Series Gallery Drop 051 | $ | (50) | $ | (50) | ||
Series Gallery Drop 052 | $ | - | $ | (50) | ||
Series Gallery Drop 053 | $ | - | $ | (50) | ||
Series Gallery Drop 054 | $ | - | $ | (50) | ||
Series Gallery Drop 055 | $ | - | $ | (50) | ||
Series Gallery Drop 056 | $ | - | $ | (50) | ||
Series Gallery Drop 057 | $ | - | $ | (50) | ||
Series Gallery Drop 058 | $ | - | $ | (50) | ||
Series Gallery Drop 059 | $ | (50) | $ | (50) | ||
Series Gallery Drop 060 | $ | - | $ | (50) | ||
Series Gallery Drop 061 | $ | - | $ | (50) | ||
Series Gallery Drop 062 | $ | - | $ | (50) | ||
Series Gallery Drop 063 | $ | (50) | $ | (50) | ||
Series Gallery Drop 064 | $ | (50) | $ | (50) | ||
Series Gallery Drop 065 | $ | - | $ | (50) | ||
Series Gallery Drop 066 | $ | (50) | $ | (50) | ||
Series Gallery Drop 067 | $ | - | $ | (50) | ||
Series Gallery Drop 068 | $ | - | $ | (50) | ||
Series Gallery Drop 069 | $ | - | $ | (50) | ||
Series Gallery Drop 070 | $ | - | $ | (50) | ||
Series Gallery Drop 071 | $ | (50) | $ | (50) | ||
Series Gallery Drop 072 | $ | - | $ | (50) | ||
Series Gallery Drop 073 | $ | - | $ | (50) | ||
Series Gallery Drop 074 | $ | - | $ | (50) | ||
Series Gallery Drop 075 | $ | - | $ | (50) | ||
Series Gallery Drop 076 | $ | - | $ | (50) | ||
Series Gallery Drop 077 | $ | - | $ | (50) | ||
Series Gallery Drop 078 | $ | - | $ | (50) |
7
Series Gallery Drop 079 | $ | - | $ | (50) | ||
Series Gallery Drop 080 | $ | - | $ | (50) | ||
Series Gallery Drop 082 | $ | - | $ | (50) | ||
Series Gallery Drop 083 | $ | - | $ | (50) | ||
Series Gallery Drop 086 | $ | - | $ | (50) | ||
Series Gallery Drop 089 | $ | - | $ | (50) | ||
Series Gallery Drop 091 | $ | - | $ | (50) | ||
Series Gallery Drop 093 | $ | - | $ | (50) | ||
Series Gallery Drop 094 | $ | - | $ | (50) | ||
Series Gallery Drop 095 | $ | - | $ | (50) | ||
Series Gallery Drop 096 | $ | - | $ | (50) | ||
Series Gallery Drop 098 | $ | - | $ | (50) | ||
Series Gallery Drop 099 | $ | (50) | $ | (50) | ||
Series Gallery Drop 100 | $ | - | $ | (50) | ||
Series Gallery Drop 101 | $ | (50) | $ | (50) | ||
Series Gallery Drop 102 | $ | - | $ | (50) | ||
Series Gallery Drop 103 | $ | - | $ | (50) | ||
Series Gallery Drop 104 | $ | - | $ | (50) | ||
Series Gallery Drop 105 | $ | - | $ | (50) | ||
Series Gallery Drop 107 | $ | - | $ | (50) | ||
Series Gallery Drop 108 | $ | - | $ | (50) | ||
Series Gallery Drop 109 | $ | - | $ | (50) | ||
Series Gallery Drop 110 | $ | - | $ | (50) | ||
Series Gallery Drop 111 | $ | - | $ | (50) | ||
Series Gallery Drop 112 | $ | - | $ | (50) | ||
Series Gallery Drop 113 | $ | - | $ | (50) | ||
Series Gallery Drop 114 | $ | - | $ | (50) | ||
Series Gallery Drop 115 | $ | - | $ | (50) | ||
Series Gallery Drop 116 | $ | (50) | $ | |||
Series Gallery Drop 117 | $ | (50) | $ | (50) | ||
Series Gallery Drop 119 | $ | - | $ | (50) | ||
Series Gallery Drop 120 | $ | - | $ | (50) | ||
Series Gallery Drop 121 | $ | - | $ | (50) | ||
Series Gallery Drop 122 | $ | (50) | $ | (50) | ||
Series Gallery Drop 123 | $ | (50) | $ | (50) | ||
TOTALS | $ | (1,350) | $ | (5,275) |
Net Income/(Loss)
As a result of the cumulative effect of the foregoing factors, we incurred a net losses of $(220,583) and $87,340 for the six months ended June 30, 2023 and 2022, respectively. The following table summarizes net income/(loss) by our company and series (any series not listed had no net income or loss for the six months ended June 30, 2023 and 2022):
Series | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2022 | ||||
Series #KW | $ | (2,126) | $ | (2,757) | ||
Series Drop 002 | $ | - | $ | (2,062) | ||
Series Drop 003 | $ | (19,692) | $ | (2,075) |
8
Series Drop 004 | $ | - | $ | (2,110) | ||
Series Drop 005 | $ | (1,719) | $ | (2,263) | ||
Series Drop 008 | $ | - | $ | (2,078) | ||
Series Drop 009 | $ | - | $ | (3,000) | ||
Series Drop 010 | $ | - | $ | (2,041) | ||
Series Gallery Drop 011 | $ | (1,542) | $ | (2,038) | ||
Series Gallery Drop 012 | $ | (1,860) | $ | (2,430) | ||
Series Gallery Drop 013 | $ | (1,708) | $ | (2,243) | ||
Series Gallery Drop 014 | $ | - | $ | (2,062) | ||
Series Gallery Drop 015 | $ | - | $ | (2,044) | ||
Series Gallery Drop 016 | $ | - | $ | (2,026) | ||
Series Gallery Drop 017 | $ | (1,614) | $ | (2,127) | ||
Series Gallery Drop 018 | $ | - | $ | (2,000) | ||
Series Gallery Drop 019 | $ | - | $ | (2,024) | ||
Series Gallery Drop 021 | $ | - | $ | (2,050) | ||
Series Gallery Drop 022 | $ | - | $ | (2,061) | ||
Series Gallery Drop 023 | $ | - | $ | (2,011) | ||
Series Gallery Drop 024 | $ | - | $ | (2,038) | ||
Series Gallery Drop 026 | $ | - | $ | 103,115 | ||
Series Gallery Drop 028 | $ | - | $ | (2,023) | ||
Series Gallery Drop 029 | $ | - | $ | (2,140) | ||
Series Gallery Drop 030 | $ | (1,544) | $ | (2,041) | ||
Series Gallery Drop 031 | $ | (1,598) | $ | (2,108) | ||
Series Gallery Drop 032 | $ | - | $ | (1,977) | ||
Series Gallery Drop 033 | $ | - | $ | (2,033) | ||
Series Gallery Drop 034 | $ | (2,609) | $ | (3,318) | ||
Series Gallery Drop 035 | $ | - | $ | (2,205) | ||
Series Gallery Drop 036 | $ | - | $ | (2,122) | ||
Series Gallery Drop 037 | $ | - | $ | (2,044) | ||
Series Gallery Drop 038 | $ | - | $ | (2,204) | ||
Series Gallery Drop 039 | $ | (1,649) | $ | (2,170) | ||
Series Gallery Drop 040 | $ | - | $ | (2,072) | ||
Series Gallery Drop 041 | $ | - | $ | (1,978) | ||
Series Gallery Drop 042 | $ | - | $ | (2,028) | ||
Series Gallery Drop 043 | $ | - | $ | (8,872) | ||
Series Gallery Drop 044 | $ | (3,249) | $ | (4,139) | ||
Series Gallery Drop 046 | $ | (1,614) | $ | (2,030) | ||
Series Gallery Drop 047 | $ | - | $ | (1,982) | ||
Series Gallery Drop 048 | $ | (7,523) | $ | (2,074) | ||
Series Gallery Drop 049 | $ | (112,540) | $ | (2,605) | ||
Series Gallery Drop 050 | $ | - | $ | (1,970) | ||
Series Gallery Drop 051 | $ | (5,157) | $ | (1,983) | ||
Series Gallery Drop 052 | $ | - | $ | (1,916) | ||
Series Gallery Drop 053 | $ | - | $ | (2,147) | ||
Series Gallery Drop 054 | $ | - | $ | (1,946) | ||
Series Gallery Drop 055 | $ | - | $ | (2,037) | ||
Series Gallery Drop 056 | $ | - | $ | (1,953) | ||
Series Gallery Drop 057 | $ | - | $ | (1,943) | ||
Series Gallery Drop 058 | $ | - | $ | (6,757) | ||
Series Gallery Drop 059 | $ | (1,680) | $ | (2,133) |
9
Series Gallery Drop 060 | $ | - | $ | 89,709 | ||
Series Gallery Drop 061 | $ | - | $ | (1,960) | ||
Series Gallery Drop 062 | $ | - | $ | (1,938) | ||
Series Gallery Drop 063 | $ | (3,334) | $ | (1,953) | ||
Series Gallery Drop 064 | $ | (2,268) | $ | (1,993) | ||
Series Gallery Drop 065 | $ | - | $ | (1,953) | ||
Series Gallery Drop 066 | $ | (1,643) | $ | (2,188) | ||
Series Gallery Drop 067 | $ | - | $ | (2,086) | ||
Series Gallery Drop 068 | $ | - | $ | (3,766) | ||
Series Gallery Drop 069 | $ | - | $ | (5,804) | ||
Series Gallery Drop 070 | $ | - | $ | (1,991) | ||
Series Gallery Drop 071 | $ | (1,691) | $ | (2,137) | ||
Series Gallery Drop 072 | $ | - | $ | (2,824) | ||
Series Gallery Drop 073 | $ | - | $ | (2,033) | ||
Series Gallery Drop 074 | $ | - | $ | (1,956) | ||
Series Gallery Drop 075 | $ | - | $ | (1,591) | ||
Series Gallery Drop 076 | $ | - | $ | (2,071) | ||
Series Gallery Drop 077 | $ | - | $ | (2,010) | ||
Series Gallery Drop 078 | $ | - | $ | (1,955) | ||
Series Gallery Drop 079 | $ | - | $ | (1,953) | ||
Series Gallery Drop 080 | $ | - | $ | (1,936) | ||
Series Gallery Drop 082 | $ | - | $ | 23,502 | ||
Series Gallery Drop 083 | $ | - | $ | (2,036) | ||
Series Gallery Drop 086 | $ | - | $ | (2,184) | ||
Series Gallery Drop 089 | $ | - | $ | (21,065) | ||
Series Gallery Drop 091 | $ | - | $ | (1,491) | ||
Series Gallery Drop 093 | $ | - | $ | (15,431) | ||
Series Gallery Drop 094 | $ | - | $ | (1,957) | ||
Series Gallery Drop 095 | $ | - | $ | (2,037) | ||
Series Gallery Drop 096 | $ | - | $ | (10,582) | ||
Series Gallery Drop 098 | $ | - | $ | (1,932) | ||
Series Gallery Drop 099 | $ | (1,834) | $ | (2,322) | ||
Series Gallery Drop 100 | $ | - | $ | (7,747) | ||
Series Gallery Drop 101 | $ | (1,969) | $ | (2,346) | ||
Series Gallery Drop 102 | $ | - | $ | (1,932) | ||
Series Gallery Drop 103 | $ | - | $ | 15,101 | ||
Series Gallery Drop 104 | $ | - | $ | (1,927) | ||
Series Gallery Drop 105 | $ | - | $ | (10,028) | ||
Series Gallery Drop 107 | $ | - | $ | (1,961) | ||
Series Gallery Drop 108 | $ | - | $ | (1,986) | ||
Series Gallery Drop 109 | $ | - | $ | (10,455) | ||
Series Gallery Drop 110 | $ | - | $ | 4,560 | ||
Series Gallery Drop 111 | $ | - | $ | (1,949) | ||
Series Gallery Drop 112 | $ | - | $ | (2,137) | ||
Series Gallery Drop 113 | $ | - | $ | (2,080) | ||
Series Gallery Drop 114 | $ | - | $ | (1,931) | ||
Series Gallery Drop 115 | $ | - | $ | (8,041) | ||
Series Gallery Drop 116 | $ | (2,060) | $ | (11,055) |
10
Series Gallery Drop 117 | $ | (32,981) | $ | (16,159) | ||
Series Gallery Drop 118 | $ | - | $ | 9,353 | ||
Series Gallery Drop 119 | $ | - | $ | (5,584) | ||
Series Gallery Drop 120 | $ | - | $ | (69) | ||
Series Gallery Drop 121 | $ | - | $ | (3,230) | ||
Series Gallery Drop 122 | $ | (1,779) | $ | (6,614) | ||
Series Gallery Drop 123 | $ | (1,600) | $ | (3,824) | ||
TOTALS | $ | (220,583) | $ | (87,340) |
Liquidity and Capital Resources
From inception, our company and each series have financed their business activities through capital contributions to our company and individual series from our manager. Our company and each series expect to continue to have access to capital financing from our manager going forward. However, there is no obligation or assurance that our manager will provide such required capital. Until such time as the series have the capacity to generate cash flows from operations, our manager may cover any deficits through additional capital contributions or the issuance of additional interests in any individual series. In addition, parts of the proceeds of future offerings may be used to create reserves for future operating expenses for individual series at the sole discretion of our manager. There can be no assurance that our manager will continue to fund such expenses. These factors raise substantial doubt about our company’s ability to continue as a going concern for the twelve months following the date of this report.
Cash and Cash Equivalent Balances
As of June 30, 2023 and December 31, 2022, our company itself had no cash or cash equivalents on hand. Cash is held at the series level. On a total consolidated basis as of June 30, 2023 and December 31, 2022, series had $27,384 and $12,409 on hand, respectively. The following table summarizes the cash and cash equivalents by series:
Series | Six Months Ended June 30, 2023 | Year Ended December 31, 2022 | ||||
Series #KW | $ | 125 | $ | 125 | ||
Series Drop 003 | $ | 61 | $ | 61 | ||
Series Drop 005 | $ | 445 | $ | 445 | ||
Series Gallery Drop 011 | $ | 97 | $ | 97 | ||
Series Gallery Drop 012 | $ | 2,494 | $ | 2,494 | ||
Series Gallery Drop 013 | $ | 388 | $ | 388 | ||
Series Gallery Drop 017 | $ | 259 | $ | 259 | ||
Series Gallery Drop 030 | $ | 169 | $ | 169 | ||
Series Gallery Drop 031 | $ | 294 | $ | 294 | ||
Series Gallery Drop 034 | $ | 2,940 | $ | 2,940 | ||
Series Gallery Drop 039 | $ | 62 | $ | 62 | ||
Series Gallery Drop 044 | $ | 50 | $ | 50 | ||
Series Gallery Drop 046 | $ | 50 | $ | 50 | ||
Series Gallery Drop 048 | $ | 50 | $ | 50 | ||
Series Gallery Drop 049 | $ | 50 | $ | 50 | ||
Series Gallery Drop 051 | $ | 50 | $ | 50 | ||
Series Gallery Drop 059 | $ | 50 | $ | 50 | ||
Series Gallery Drop 063 | $ | 50 | $ | 50 | ||
Series Gallery Drop 064(1) | $ | 19,300 | $ | 50 | ||
Series Gallery Drop 066 | $ | 50 | $ | 50 | ||
Series Gallery Drop 071 | $ | 50 | $ | 50 | ||
Series Gallery Drop 075 | $ | - | $ | 4,175 | ||
Series Gallery Drop 099 | $ | 50 | $ | 50 |
11
Series Gallery Drop 101 | $ | 50 | $ | 50 | ||
Series Gallery Drop 113 | $ | - | $ | 50 | ||
Series Gallery Drop 116 | $ | 50 | $ | 50 | ||
Series Gallery Drop 117 | $ | 50 | $ | 50 | ||
Series Gallery Drop 119 | $ | - | $ | 50 | ||
Series Gallery Drop 122 | $ | 50 | $ | 50 | ||
Series Gallery Drop 123 | $ | 50 | $ | 50 | ||
TOTALS | $ | 27,384 | $ | 12,409 |
(1)
The underlying asset of such series was sold.
Distributions
During the six-month period ended June 30, 2023, our company made distributions of $44,659 on a total consolidated basis, as compared to distributions during the year ended December 31, 2022 of $2,884,548 on a total consolidated basis, in connection with the dispositions of the underlying assets of the following series:
Series | Six Months Ended June 30, 2023 | Year Ended December 31, 2022 | ||||
Series Drop 002(1) | $ | - | $ | 30,000 | ||
Series Drop 004 | $ | - | $ | 16,930 | ||
Series Drop 008 | $ | - | $ | 30,950 | ||
Series Drop 009 | $ | - | $ | 87,555 | ||
Series Drop 010(1) | $ | - | $ | 24,000 | ||
Series Gallery Drop 014(1) | $ | - | $ | 30,000 | ||
Series Gallery Drop 015 | $ | - | $ | 10,260 | ||
Series Gallery Drop 016(1) | $ | - | $ | 19,539 | ||
Series Gallery Drop 018 | $ | - | $ | 28,142 | ||
Series Gallery Drop 019 | $ | - | $ | 14,085 | ||
Series Gallery Drop 021(1) | $ | - | $ | 26,560 | ||
Series Gallery Drop 022(1) | $ | - | $ | 29,948 | ||
Series Gallery Drop 023 | $ | - | $ | 35,100 | ||
Series Gallery Drop 024 | $ | - | $ | 32,550 | ||
Series Gallery Drop 026 | $ | - | $ | 200,700 | ||
Series Gallery Drop 028(1) | $ | - | $ | 18,500 | ||
Series Gallery Drop 029(1) | $ | - | $ | 53,309 | ||
Series Gallery Drop 032 | $ | - | $ | 8,900 | ||
Series Gallery Drop 033(1) | $ | - | $ | 21,475 | ||
Series Gallery Drop 035 | $ | - | $ | 28,500 | ||
Series Gallery Drop 036(1) | $ | - | $ | 48,202 | ||
Series Gallery Drop 037(1) | $ | - | $ | 24,758 | ||
Series Gallery Drop 038 | $ | - | $ | 49,466 | ||
Series Gallery Drop 040(1) | $ | - | $ | 33,211 | ||
Series Gallery Drop 041(1) | $ | - | $ | 4,969 | ||
Series Gallery Drop 042(1) | $ | - | $ | 20,000 | ||
Series Gallery Drop 043(1) | $ | - | $ | 33,500 | ||
Series Gallery Drop 045 | $ | - | $ | 684,940 | ||
Series Gallery Drop 047 | $ | - | $ | 72,030 | ||
Series Gallery Drop 050 | $ | - | $ | 9,765 | ||
Series Gallery Drop 052 | $ | - | $ | 3,930 |
12
Series Gallery Drop 053 | $ | - | $ | 23,771 | ||
Series Gallery Drop 054 | $ | - | $ | 12,996 | ||
Series Gallery Drop 055 | $ | - | $ | 21,660 | ||
Series Gallery Drop 056 | $ | - | $ | 11,321 | ||
Series Gallery Drop 057 | $ | - | $ | 9,936 | ||
Series Gallery Drop 058 | $ | - | $ | 5,264 | ||
Series Gallery Drop 060 | $ | - | $ | 140,014 | ||
Series Gallery Drop 061 | $ | - | $ | 12,128 | ||
Series Gallery Drop 062 | $ | - | $ | 22,502 | ||
Series Gallery Drop 065 | $ | - | $ | 27,530 | ||
Series Gallery Drop 067 | $ | - | $ | 19,276 | ||
Series Gallery Drop 068 | $ | - | $ | 8,830 | ||
Series Gallery Drop 069 | $ | - | $ | 7,474 | ||
Series Gallery Drop 070 | $ | - | $ | 10,824 | ||
Series Gallery Drop 072 | $ | - | $ | 127,400 | ||
Series Gallery Drop 073 | $ | - | $ | 18,826 | ||
Series Gallery Drop 074 | $ | - | $ | 12,144 | ||
Series Gallery Drop 075 | $ | 4,139 | $ | - | ||
Series Gallery Drop 076 | $ | - | $ | 4,139 | ||
Series Gallery Drop 077 | $ | - | $ | 6,092 | ||
Series Gallery Drop 078 | $ | - | $ | 20,944 | ||
Series Gallery Drop 079 | $ | - | $ | 15,709 | ||
Series Gallery Drop 080 | $ | - | $ | 28,645 | ||
Series Gallery Drop 082 | $ | - | $ | 104,947 | ||
Series Gallery Drop 083 | $ | - | $ | 14,125 | ||
Series Gallery Drop 086 | $ | - | $ | 137,492 | ||
Series Gallery Drop 089 | $ | - | $ | 2,570 | ||
Series Gallery Drop 091 | $ | - | $ | 14,460 | ||
Series Gallery Drop 093 | $ | - | $ | 12,137 | ||
Series Gallery Drop 094 | $ | - | $ | 14,341 | ||
Series Gallery Drop 095 | $ | - | $ | 14,756 | ||
Series Gallery Drop 096 | $ | - | $ | 13,237 | ||
Series Gallery Drop 097(2) | $ | - | $ | (28) | ||
Series Gallery Drop 098 | $ | - | $ | 3,278 | ||
Series Gallery Drop 100 | $ | - | $ | 13,748 | ||
Series Gallery Drop 102 | $ | - | $ | 2,131 | ||
Series Gallery Drop 103 | $ | - | $ | 35,034 | ||
Series Gallery Drop 104 | $ | - | $ | 25,545 | ||
Series Gallery Drop 105 | $ | - | $ | 71,500 | ||
Series Gallery Drop 107 | $ | - | $ | 8,830 | ||
Series Gallery Drop 108 | $ | - | $ | 8,274 | ||
Series Gallery Drop 109 | $ | - | $ | 12,150 | ||
Series Gallery Drop 110 | $ | - | $ | 16,282 | ||
Series Gallery Drop 111 | $ | - | $ | 8,297 | ||
Series Gallery Drop 112 | $ | - | $ | 14,025 | ||
Series Gallery Drop 113 | $ | 11,348 | $ | - | ||
Series Gallery Drop 114(1) | $ | - | $ | 11,084 | ||
Series Gallery Drop 115 | $ | - | $ | 6,798 |
13
Series Gallery Drop 119 | $ | 29,172 | $ | - | ||
Series Gallery Drop 121 | $ | - | $ | 20,336 | ||
TOTALS | $ | 44,659 | $ | 2,884,548 |
(1) On November 22, 2022, the referenced series exchanged the underlying assets of such series for the amounts above for interests in Public Sneaker Collection LLC, a Delaware limited liability company (“Public Sneaker”), by subscribing to the offering by Public Sneaker of its interests pursuant to Regulation A of the Securities Act. Our manager, as the manager of each such series, distributed to holders of interests in each such series all of the remaining assets of such series, which consisted only of interests in Public Sneaker. Accordingly, the distributions referenced above indicate the remaining book value of the assets of such series, which are the interests in Public Sneaker distributed.
(2) The distribution for Series Gallery Drop 097 is a non-cash, de minimis adjustment to correct historical discrepancies.
Series Subscriptions
Our company records membership contributions at the effective date. If the subscription is not funded upon issuance, we record a subscription receivable as an asset on the balance sheet. When subscription receivables are not received prior to the issuance of financial statements at a reporting date, the subscription receivable is reclassified as a contra account to members’ equity/(deficit) on the balance sheet. Each series has a minimum offering size that once met will result in the eventual successful subscription to and closing of the series offering. Subscriptions receivable consists of membership subscriptions received for which the minimum subscription requirement was met as of the applicable period ended date. As of June 30, 2023 and December 31, 2022, there were no subscriptions receivable.
Promissory Notes
In connection with the acquisition of the underlying assets from our manager, we have issued promissory notes to our manager which were due within 14 business days of the final closing of the related offering (i.e., when the offering is fully funded), provided that we were able to prepay the notes at any time. As of June 30, 2023 and December 31, 2022, there were no notes outstanding.
Due to Manager
To fund organizational and startup activities, as well as ongoing operating expenses for each series, such as legal, accounting, audit, storage and insurance expenses, not covered by proceeds from the offering for each such series’ interests, our manager has covered the expenses and costs of our company and each series thus far on a non-interest-bearing extension of revolving credit. Our company will evaluate when is best to repay our manager depending on operations and fundraising ability. In general, each series will repay our manager for funds extended for such expenses from the sale of each underlying asset in the associated series, or from revenue-generating events, if applicable. As of June 30, 2023, our company had $180,384 due to our manager, with $45,371 in other (legal and provision for income taxes), accounting and audit, storage and insurance fees associated with and incurred on behalf of the series during the six months ended June 30, 2023 as detailed in the table below:
Series | Other | Accounting | Storage | Provision for Income Tax | Insurance | Total Due to Manager | ||||||||||||
Series #KW | $ | 171 | $ | 1,086 | $ | 172 | $ | 50 | $ | 647 | $ | 2,126 | ||||||
Series Drop 003 | $ | 171 | $ | 1,086 | $ | 292 | $ | 50 | $ | 93 | $ | 1,692 | ||||||
Series Drop 005 | $ | 171 | $ | 1,086 | $ | 172 | $ | 50 | $ | 240 | $ | 1,719 | ||||||
Series Gallery Drop 011 | $ | 171 | $ | 1,086 | $ | 172 | $ | 50 | $ | 63 | $ | 1,542 | ||||||
Series Gallery Drop 012 | $ | 171 | $ | 1,086 | $ | 172 | $ | 50 | $ | 381 | $ | 1,860 |
14
Series Gallery Drop 013 | $ | 171 | $ | 1,086 | $ | 172 | $ | 50 | $ | 229 | $ | 1,708 | ||||||
Series Gallery Drop 017 | $ | 171 | $ | 1,086 | $ | 172 | $ | 50 | $ | 135 | $ | 1,614 | ||||||
Series Gallery Drop 030 | $ | 171 | $ | 1,086 | $ | 172 | $ | 50 | $ | 65 | $ | 1,544 | ||||||
Series Gallery Drop 031 | $ | 171 | $ | 1,086 | $ | 172 | $ | 50 | $ | 119 | $ | 1,598 | ||||||
Series Gallery Drop 034 | $ | 171 | $ | 1,086 | $ | 172 | $ | 50 | $ | 1,130 | $ | 2,609 | ||||||
Series Gallery Drop 039 | $ | 171 | $ | 1,086 | $ | 172 | $ | 50 | $ | 170 | $ | 1,649 | ||||||
Series Gallery Drop 046 | $ | 171 | $ | 1,086 | $ | 172 | $ | 50 | $ | 135 | $ | 1,614 | ||||||
Series Gallery Drop 048 | $ | 171 | $ | 1,086 | $ | 172 | $ | 50 | $ | 144 | $ | 1,623 | ||||||
Series Gallery Drop 049 | $ | 171 | $ | 1,086 | $ | 172 | $ | 50 | $ | 585 | $ | 2,064 | ||||||
Series Gallery Drop 051 | $ | 171 | $ | 1,086 | $ | 172 | $ | 50 | $ | 78 | $ | 1,557 | ||||||
Series Gallery Drop 059 | $ | 171 | $ | 1,086 | $ | 172 | $ | 50 | $ | 201 | $ | 1,680 | ||||||
Series Gallery Drop 063 | $ | 171 | $ | 1,086 | $ | 172 | $ | 50 | $ | 55 | $ | 1,534 | ||||||
Series Gallery Drop 064 | $ | 113 | $ | 1,086 | $ | 172 | $ | 50 | $ | 55 | $ | 1,418 | ||||||
Series Gallery Drop 066 | $ | 171 | $ | 1,086 | $ | 172 | $ | 50 | $ | 164 | $ | 1,643 | ||||||
Series Gallery Drop 071 | $ | 171 | $ | 1,086 | $ | 172 | $ | 50 | $ | 212 | $ | 1,691 | ||||||
Series Gallery Drop 099 | $ | 171 | $ | 1,086 | $ | 172 | $ | 50 | $ | 355 | $ | 1,834 | ||||||
Series Gallery Drop 101 | $ | 171 | $ | 1,086 | $ | 172 | $ | 50 | $ | 490 | $ | 1,969 | ||||||
Series Gallery Drop 116 | $ | 171 | $ | 1,086 | $ | 172 | $ | 50 | $ | 581 | $ | 2,060 | ||||||
Series Gallery Drop 117 | $ | 171 | $ | 1,086 | $ | 172 | $ | 50 | $ | 165 | $ | 1,644 | ||||||
Series Gallery Drop 122 | $ | 171 | $ | 1,086 | $ | 172 | $ | 50 | $ | 300 | $ | 1,779 | ||||||
Series Gallery Drop 123 | $ | 171 | $ | 1,086 | $ | 172 | $ | 50 | $ | 121 | $ | 1,600 | ||||||
TOTALS | $ | 4,388 | $ | 28,236 | $ | 4,534 | $ | 1,300 | $ | 6,913 | $ | 45,371 |
As of December 31, 2022, our company had $143,748 due to our manager, with $96,320 in other (legal and provision for income taxes), accounting and audit, storage and insurance fees associated with and incurred on behalf of the series during the year ended December 31, 2022 as detailed in the table below:
Series | Other | Accounting | Storage | Provision for Income Tax | Insurance | Total Due to Manager | ||||||||||||
Series #KW | $ | 809 | $ | 2,029 | $ | 523 | $ | 50 | $ | 955 | $ | 4,366 | ||||||
Series Drop 003 | $ | 809 | $ | 2,029 | $ | 177 | $ | 50 | $ | 137 | $ | 3,202 | ||||||
Series Drop 005 | $ | 809 | $ | 2,029 | $ | 272 | $ | 50 | $ | 362 | $ | 3,522 | ||||||
Series Gallery Drop 011 | $ | 809 | $ | 2,029 | $ | 158 | $ | 50 | $ | 93 | $ | 3,139 | ||||||
Series Gallery Drop 012 | $ | 809 | $ | 2,029 | $ | 357 | $ | 50 | $ | 563 | $ | 3,808 | ||||||
Series Gallery Drop 013 | $ | 809 | $ | 2,029 | $ | 262 | $ | 50 | $ | 339 | $ | 3,489 | ||||||
Series Gallery Drop 017 | $ | 809 | $ | 2,029 | $ | 203 | $ | 50 | $ | 199 | $ | 3,290 |
15
Series Gallery Drop 030 | $ | 809 | $ | 2,029 | $ | 370 | $ | 50 | $ | 97 | $ | 3,355 | ||||||
Series Gallery Drop 031 | $ | 809 | $ | 2,029 | $ | 193 | $ | 50 | $ | 176 | $ | 3,257 | ||||||
Series Gallery Drop 034 | $ | 809 | $ | 2,029 | $ | 807 | $ | 50 | $ | 1,653 | $ | 5,348 | ||||||
Series Gallery Drop 039 | $ | 809 | $ | 2,029 | $ | 225 | $ | 50 | $ | 251 | $ | 3,364 | ||||||
Series Gallery Drop 046 | $ | 728 | $ | 2,010 | $ | 205 | $ | 50 | $ | 203 | $ | 3,196 | ||||||
Series Gallery Drop 048 | $ | 753 | $ | 2,010 | $ | 215 | $ | 50 | $ | 228 | $ | 3,256 | ||||||
Series Gallery Drop 049 | $ | 753 | $ | 2,010 | $ | 484 | $ | 50 | $ | 864 | $ | 4,161 | ||||||
Series Gallery Drop 051 | $ | 753 | $ | 2,010 | $ | 168 | $ | 50 | $ | 117 | $ | 3,098 | ||||||
Series Gallery Drop 059 | $ | 753 | $ | 2,010 | $ | 244 | $ | 50 | $ | 297 | $ | 3,354 | ||||||
Series Gallery Drop 063 | $ | 753 | $ | 2,010 | $ | 153 | $ | 50 | $ | 80 | $ | 3,046 | ||||||
Series Gallery Drop 064 | $ | 753 | $ | 2,010 | $ | 173 | $ | 50 | $ | 129 | $ | 3,115 | ||||||
Series Gallery Drop 066 | $ | 753 | $ | 2,010 | $ | 272 | $ | 50 | $ | 292 | $ | 3,377 | ||||||
Series Gallery Drop 071 | $ | 753 | $ | 2,010 | $ | 246 | $ | 50 | $ | 362 | $ | 3,421 | ||||||
Series Gallery Drop 099 | $ | 753 | $ | 2,010 | $ | 340 | $ | 50 | $ | 524 | $ | 3,677 | ||||||
Series Gallery Drop 101 | $ | 752 | $ | 2,010 | $ | 460 | $ | 50 | $ | 547 | $ | 3,819 | ||||||
Series Gallery Drop 113 | $ | 474 | $ | 1,622 | $ | 121 | $ | 50 | $ | 127 | $ | 2,394 | ||||||
Series Gallery Drop 116(1) | $ | 1,702 | $ | 1,012 | $ | 501 | $ | - | $ | 906 | $ | 4,121 | ||||||
Series Gallery Drop 117 | $ | 362 | $ | 1,012 | $ | 270 | $ | 50 | $ | 291 | $ | 1,985 | ||||||
Series Gallery Drop 119 | $ | 1,609 | $ | 1,012 | $ | 278 | $ | 50 | $ | 257 | $ | 3,206 | ||||||
Series Gallery Drop 122(2) | $ | 1,702 | $ | 1,012 | $ | 537 | $ | 50 | $ | 443 | $ | 3,744 | ||||||
Series Gallery Drop 123 | $ | 1,702 | $ | 1,012 | $ | 194 | $ | 50 | $ | 252 | $ | 3,210 | ||||||
TOTALS | $ | 24,707 | $ | 51,111 | $ | 8,408 | $ | 1,350 | $ | 10,744 | $ | 96,320 |
(1)
During the year ended December 31, 2022, Series Gallery Drop 116 had a non-cash transfer of $473 from the amount due to our manager to capital contributions.
(2)
During the year ended December 31, 2022, Series Gallery Drop 122 had a non-cash transfer of $231 from the amount due to our manager to capital contributions.
Off-Balance Sheet Arrangements
We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements.
Critical Accounting Policies and Estimates
16
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires our manager to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements.
Art and Other Collectible Assets
The underlying assets, including art and other collectible assets (including NFTs), are recorded at cost. The cost of each underlying asset includes the purchase price, including any deposits for the underlying asset funded by our manager and acquisition expenses, which include all fees, costs and expenses incurred in connection with the evaluation, discovery, investigation, development and acquisition of the underlying asset related to each series incurred prior to the closing, including brokerage and sales fees and commissions (but excluding the brokerage fee referred to below), appraisal fees, research fees, transfer taxes, third-party industry and due diligence experts, auction house fees and travel and lodging for inspection purposes.
Our company treats the underlying assets as long-lived assets, and the underlying assets are subject to a semiannual test for impairment and will not be depreciated or amortized. These long-lived assets will be reviewed for impairment semiannually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated fair value of the asset. If the carrying amount of an asset exceeds its estimated fair value, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.
There is no guarantee that each underlying asset is free of any claims regarding title and authenticity (e.g., claims regarding being counterfeit or previously stolen), or that such claims will not arise. Our company does not have complete ownership history or restoration and repair records for every underlying asset. In the event of a title or authenticity claim, the applicable series and our company may not have recourse against the asset seller or the benefit of insurance, and the value of the given underlying asset may be diminished.
The underlying assets are purchased by the series (a) from our manager in exchange for either a non-interest-bearing or an interest-bearing promissory note and (b) from asset sellers on consignment following the closings of the offerings related to the given series. The series use the proceeds of the offerings to pay off the notes or consignors, as applicable. Acquisition expenses are typically paid for in advance by our manager and are reimbursed by the series from the proceeds of the offering. The series also distribute the appropriate amounts for the brokerage fee and, if applicable, the sourcing fee, using cash from the offering.
Acquisition expenses related to a particular series that are incurred prior to the closing of an offering are initially funded by our manager but will be reimbursed with the proceeds from an offering related to such Series, to the extent described in the applicable offering document.
To the extent that certain expenses are anticipated prior to the closing of an offering but are to be incurred after the closing (e.g., storage fees), additional cash from the proceeds of the offering will be retained on the series balance sheet as reserves to cover such future anticipated expenses after the closing of the offering. Acquisition expenses are capitalized into the cost of the underlying asset. Should a proposed offering prove to be unsuccessful, our company will not reimburse our manager, and these expenses will be accounted for as capital contributions, and the acquisition expenses expensed.
17
Revenue Recognition
Our company adopted ASU 2014-09, Revenue from Contracts with Customers, and its related amendments, effective January 1, 2019.
We determine revenue recognition through the following steps:
- identification of a contract with a customer;
- identification of the performance obligations in the contract;
- determination of the transaction price;
- allocation of the transaction price to the performance obligations in the contract; and
- recognition of revenue when or as the performance obligations are satisfied.
No revenue models have been developed at the company or series level, and we do not expect our company or any series to generate revenue under current operating plans. Gains from sales of underlying assets will be presented as other income in the statements of operations as they do not qualify as operating revenues. As of June 30, 2023 and December 31, 2022, neither our company nor any series had recognized any revenue.
Operating Expenses
After the closing of an offering of interests, each series is responsible for its own Operating Expenses, including any and all fees, costs and expenses incurred in connection with the management of the underlying assets. Prior to the closing, Operating Expenses are borne by our manager and not reimbursed by the series. Our manager will bear its own expenses of an ordinary nature. If the Operating Expenses exceed the amount of revenues generated from an underlying asset and cannot be covered by any Operating Expense reserves on the balance sheet of such series, our manager may pay such expenses and not seek reimbursement, loan the amount of the Operating Expenses to the applicable series or cause additional interests in such series to be issued.
Sourcing Fee: Our asset manager will be paid a fee as compensation for sourcing each underlying asset in an amount equal to up to 10% of the gross offering proceeds of each offering; provided that such sourcing fee may be waived by our asset manager.
Brokerage Fee: The broker of record for each offering is expected to receive a brokerage fee equal to 1% of the amount raised from investors through each offering. We comply with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity/(deficit) upon the completion of an offering or to expense if the offering is not completed.
Organizational Costs: In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees and costs of incorporation, are expensed as incurred.
See “Item 1. Business—Operating Expenses” for additional information.
Fair Value of Financial Instruments
FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:
18
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).
Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.
The carrying amounts reported in the balance sheets approximate their fair value.
Members’ Equity/(Deficit)
Members’ equity/(deficit) for our company and any series consists of capital contributions, equity to artists or third parties, membership contributions, distributions and accumulated deficit.
Capital contributions are made by our manager to cover operating expenses for which our manager has elected not to be reimbursed.
With respect to equity issued to artists or third parties, in certain instances, interests in a particular series are issued as part of the total purchase consideration for and/or in connection with the acquisition of the underlying asset of such series (for example, interests issued to an asset seller or consignor as partial consideration for an underlying asset), in each case as described in the Offering Statement.
Membership contributions are made to a series from a successful closing of the offering of such series’ interests and are calculated as the value of interests sold in such offering net of brokerage fee (paid from the proceeds of the successfully such offering). Membership contributions may be made by both third parties and our manager.
Distributions are made by a series upon the occurrence of a liquidation event relating to the series.
Earnings (Loss) / Income per Membership Interest
Upon completion of an offering, each series intends to comply with accounting and disclosure requirement of ASC Topic 260, Earnings per Share. For each series, earnings (loss) / income per interest will be computed by dividing net (loss) / income for a particular series by the weighted average number of outstanding interests in that particular series during the year.
Recently Issued Accounting Pronouncements
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. Our company adopted the standard, effective as of the year ended December 31, 2022, and the adoption of such standard had no impact on our company’s financial statements.
We do not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.
19
We have no information to disclose that was required to be in a report on Form 1-U during the six months ended June 30, 2023, but was not reported.
20
INDEX TO FINANCIAL STATEMENTS
Page | |
Consolidated Financial Statements | |
Consolidated Balance Sheets as of June 30, 2023 (Unaudited) | F-1 |
Consolidated Balance Sheets as of December 31, 2022 (Audited) | F-30 |
Consolidated Statements of Operations for the Six Months Ended June 30, 2023 (Unaudited) | F-59 |
Consolidated Statements of Operations for the Six Months Ended June 30, 2022 (Unaudited) | F-66 |
Consolidated Statements of Changes in Members’ Equity/(Deficit) for the Six Months Ended June 30, 2023 and 2022 (Unaudited) | F-95 |
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 (Unaudited) | F-123 |
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 (Unaudited) | F-134 |
Notes to Consolidated Financial Statements | F-163 |
21
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series #KW | Series Drop 002 | Series Drop 003 | Series Drop 004 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | 125 | $ | - | $ | 61 | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | 125 | - | 61 | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | 237,500 | - | 16,000 | - | ||||
TOTAL OTHER ASSETS | 237,500 | - | 16,000 | - | ||||
TOTAL ASSETS | $ | 237,625 | $ | - | $ | 16,061 | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | 9,220 | $ | - | $ | 7,166 | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | 9,220 | - | 7,166 | - | ||||
TOTAL LIABILITIES | 9,220 | - | 7,166 | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 418 | 4,771 | 319 | 4,970 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 225,000 | 32,340 | 34,300 | 46,060 | ||||
Membership Contributions, Manager | 25,000 | 660 | 700 | 940 | ||||
Less: Brokerage Fees | - | (323) | (343) | (461) | ||||
Total Membership Contributions, net | 250,000 | 32,677 | 34,657 | 46,539 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (22,013) | (7,448) | (26,081) | (34,579) | ||||
Distributions | - | (30,000) | - | (16,930) | ||||
Total Retained Earnings/(Accumulated Deficit) | (22,013) | (37,448) | (26,081) | (51,509) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | 228,405 | - | 8,895 | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | 237,625 | $ | - | $ | 16,061 | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-1
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series Drop 005 | Series Drop 008 | Series Drop 009 | Series Drop 010 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | 445 | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | 445 | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | 80,250 | - | - | - | ||||
TOTAL OTHER ASSETS | 80,250 | - | - | - | ||||
TOTAL ASSETS | $ | 80,695 | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | 8,096 | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | 8,096 | - | - | - | ||||
TOTAL LIABILITIES | 8,096 | - | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 319 | 4,802 | 8,890 | 5,444 | ||||
Equity Interest to Artist / Third party | - | 8,000 | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 83,600 | 24,200 | 227,100 | 24,500 | ||||
Membership Contributions, Manager | 11,400 | 7,800 | 97,900 | 500 | ||||
Less: Brokerage Fees | (836) | (242) | (2,271) | (245) | ||||
Total Membership Contributions, net | 94,164 | 31,758 | 322,729 | 24,755 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (21,884) | (13,610) | (244,064) | (6,199) | ||||
Distributions | - | (30,950) | (87,555) | (24,000) | ||||
Total Retained Earnings/(Accumulated Deficit) | (21,884) | (44,560) | (331,619) | (30,199) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | 72,599 | - | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | 80,695 | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-2
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 011 | Series Gallery Drop 012 | Series Gallery Drop 013 | Series Gallery Drop 014 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | 97 | $ | 2,494 | $ | 388 | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | 97 | 2,494 | 388 | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | 23,000 | 140,000 | 84,150 | - | ||||
TOTAL OTHER ASSETS | 23,000 | 140,000 | 84,150 | - | ||||
TOTAL ASSETS | $ | 23,097 | $ | 142,494 | $ | 84,538 | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | 6,839 | $ | 9,043 | $ | 7,297 | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | 6,839 | 9,043 | 7,297 | - | ||||
TOTAL LIABILITIES | 6,839 | 9,043 | 7,297 | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 419 | 420 | 179 | 5,492 | ||||
Equity Interest to Artist / Third party | 5,000 | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 19,500 | 38,625 | 81,300 | 32,340 | ||||
Membership Contributions, Manager | 500 | 111,375 | 8,700 | 660 | ||||
Less: Brokerage Fees | (195) | (386) | (882) | (323) | ||||
Total Membership Contributions, net | 19,805 | 149,614 | 89,118 | 32,677 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (8,966) | (16,583) | (12,056) | (8,169) | ||||
Distributions | - | - | - | (30,000) | ||||
Total Retained Earnings/(Accumulated Deficit) | (8,966) | (16,583) | (12,056) | (38,169) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | 16,258 | 133,451 | 77,241 | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | 23,097 | $ | 142,494 | $ | 84,538 | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-3
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 015 | Series Gallery Drop 016 | Series Gallery Drop 017 | Series Gallery Drop 018 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | - | $ | 259 | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | - | 259 | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | 49,500 | - | ||||
TOTAL OTHER ASSETS | - | - | 49,500 | - | ||||
TOTAL ASSETS | $ | - | $ | - | $ | 49,759 | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | 7,262 | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | - | - | 7,262 | - | ||||
TOTAL LIABILITIES | - | - | 7,262 | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 4,796 | 5,184 | 319 | 7,696 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 26,460 | 20,580 | 52,920 | 11,750 | ||||
Membership Contributions, Manager | 540 | 420 | 1,080 | 250 | ||||
Less: Brokerage Fees | (265) | (206) | (529) | (118) | ||||
Total Membership Contributions, net | 26,735 | 20,794 | 53,471 | 11,882 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (21,271) | (6,439) | (11,293) | 8,564 | ||||
Distributions | (10,260) | (19,539) | - | (28,142) | ||||
Total Retained Earnings/(Accumulated Deficit) | (31,531) | (25,978) | (11,293) | (19,578) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | - | 42,497 | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | - | $ | - | $ | 49,759 | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-4
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 019 | Series Gallery Drop 020 | Series Gallery Drop 021 | Series Gallery Drop 022 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | - | - | ||||
TOTAL OTHER ASSETS | - | - | - | - | ||||
TOTAL ASSETS | $ | - | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | - | - | - | - | ||||
TOTAL LIABILITIES | - | - | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 4,579 | 2,363 | 5,315 | 4,679 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | - | |||||||
Membership Contributions, Third party | 22,050 | 136,500 | 26,950 | 31,360 | ||||
Membership Contributions, Manager | 450 | - | 550 | 640 | ||||
Less: Brokerage Fees | (221) | (1,337) | (270) | (314) | ||||
Total Membership Contributions, net | 22,279 | 135,163 | 27,230 | 31,686 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (12,773) | 87,954 | (5,985) | (6,417) | ||||
Distributions | (14,085) | (225,480) | (26,560) | (29,948) | ||||
Total Retained Earnings/(Accumulated Deficit) | (26,858) | (137,526) | (32,545) | (36,365) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | - | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-5
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 023 | Series Gallery Drop 024 | Series Gallery Drop 025 | Series Gallery Drop 026 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | - | - | ||||
TOTAL OTHER ASSETS | - | - | - | - | ||||
TOTAL ASSETS | $ | - | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | - | - | - | - | ||||
TOTAL LIABILITIES | - | - | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 7,838 | 5,865 | 2,175 | 5,097 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 18,620 | 23,520 | 70,000 | 98,000 | ||||
Membership Contributions, Manager | 380 | 480 | - | 2,000 | ||||
Less: Brokerage Fees | (186) | (235) | (686) | (980) | ||||
Total Membership Contributions, net | 18,814 | 23,765 | 69,314 | 99,020 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | 8,448 | 2,920 | 421 | 96,583 | ||||
Distributions | (35,100) | (32,550) | (71,910) | (200,700) | ||||
Total Retained Earnings/(Accumulated Deficit) | (26,652) | (29,630) | (71,489) | (104,117) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | - | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-6
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 027 | Series Gallery Drop 028 | Series Gallery Drop 029 | Series Gallery Drop 030 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | - | $ | - | $ | 169 |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | - | - | 169 | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | - | 24,000 | ||||
TOTAL OTHER ASSETS | - | - | - | 24,000 | ||||
TOTAL ASSETS | $ | - | $ | - | $ | - | $ | 24,169 |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | - | $ | 7,067 |
Income Tax Payable | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | - | - | - | 7,067 | ||||
TOTAL LIABILITIES | - | - | - | 7,067 | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 2,269 | 5,252 | 5,515 | 318 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 62,501 | 19,600 | 53,900 | 27,440 | ||||
Membership Contributions, Manager | - | 400 | 1,100 | 560 | ||||
Less: Brokerage Fees | (613) | (196) | (539) | (274) | ||||
Total Membership Contributions, net | 61,888 | 19,804 | 54,461 | 27,726 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | 116,283 | (6,556) | (6,667) | (10,942) | ||||
Distributions | (180,440) | (18,500) | (53,309) | - | ||||
Total Retained Earnings/(Accumulated Deficit) | (64,157) | (25,056) | (59,976) | (10,942) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | - | - | 17,102 | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | - | $ | - | $ | - | $ | 24,169 |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-7
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 031 | Series Gallery Drop 032 | Series Gallery Drop 033 | Series Gallery Drop 034 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | 294 | $ | - | $ | - | $ | 2,940 |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | 294 | - | - | 2,940 | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | 43,750 | - | - | 415,000 | ||||
TOTAL OTHER ASSETS | 43,750 | - | - | 415,000 | ||||
TOTAL ASSETS | $ | 44,044 | $ | - | $ | - | $ | 417,940 |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | 6,690 | $ | - | $ | - | $ | 14,089 |
Income Tax Payable | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | 6,690 | - | - | 14,089 | ||||
TOTAL LIABILITIES | 6,690 | - | - | 14,089 | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 79 | 4,594 | 4,604 | 318 | ||||
Equity Interest to Artist / Third party | - | - | - | 10,000 | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 47,040 | 4,798 | 23,520 | 406,500 | ||||
Membership Contributions, Manager | 960 | 202 | 480 | 8,500 | ||||
Less: Brokerage Fees | (470) | (49) | (235) | (4,190) | ||||
Total Membership Contributions, net | 47,530 | 4,951 | 23,765 | 410,810 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (10,255) | (645) | (6,894) | (17,277) | ||||
Distributions | - | (8,900) | (21,475) | - | ||||
Total Retained Earnings/(Accumulated Deficit) | (10,255) | (9,545) | (28,369) | (17,277) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | 37,354 | - | - | 403,851 | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | 44,044 | $ | - | $ | - | $ | 417,940 |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-8
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 035 | Series Gallery Drop 036 | Series Gallery Drop 037 | Series Gallery Drop 038 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | - | - | ||||
TOTAL OTHER ASSETS | - | - | - | - | ||||
TOTAL ASSETS | $ | - | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | - | - | - | - | ||||
TOTAL LIABILITIES | - | - | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 5,498 | 5,499 | 5,251 | 5,190 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 55,320 | 49,980 | 25,970 | 72,030 | ||||
Membership Contributions, Manager | 19,680 | 1,020 | 530 | 1,470 | ||||
Less: Brokerage Fees | (735) | (500) | (260) | (735) | ||||
Total Membership Contributions, net | 74,265 | 50,500 | 26,240 | 72,765 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (51,263) | (7,797) | (6,733) | (28,489) | ||||
Distributions | (28,500) | (48,202) | (24,758) | (49,466) | ||||
Total Retained Earnings/(Accumulated Deficit) | (79,763) | (55,999) | (31,491) | (77,955) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | - | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-9
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 039 | Series Gallery Drop 040 | Series Gallery Drop 041 | Series Gallery Drop 042 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | 62 | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | 62 | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | 62,500 | - | - | - | ||||
TOTAL OTHER ASSETS | 62,500 | - | - | - | ||||
TOTAL ASSETS | $ | 62,562 | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | 7,507 | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | 7,507 | - | - | - | ||||
TOTAL LIABILITIES | 7,507 | - | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 318 | 4,742 | 5,040 | 5,248 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 67,490 | 29,570 | 5,499 | 20,990 | ||||
Membership Contributions, Manager | 10 | 5,930 | 1 | 10 | ||||
Less: Brokerage Fees | (700) | (355) | (55) | (210) | ||||
Total Membership Contributions, net | 66,800 | 35,145 | 5,445 | 20,790 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (12,063) | (6,676) | (5,516) | (6,038) | ||||
Distributions | - | (33,211) | (4,969) | (20,000) | ||||
Total Retained Earnings/(Accumulated Deficit) | (12,063) | (39,887) | (10,485) | (26,038) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | 55,055 | - | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | 62,562 | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-10
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 043 | Series Gallery Drop 044 | Series Gallery Drop 045 | Series Gallery Drop 046 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | 50 | $ | - | $ | 50 |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | 18,379 | - | - | ||||
TOTAL CURRENT ASSETS | - | 18,429 | - | 50 | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | 650,000 | - | 44,400 | ||||
TOTAL OTHER ASSETS | - | 650,000 | - | 44,400 | ||||
TOTAL ASSETS | $ | - | $ | 668,429 | $ | - | $ | 44,450 |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | - | $ | 6,051 |
Income Tax Payable | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | - | - | - | 6,051 | ||||
TOTAL LIABILITIES | - | - | - | 6,051 | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 5,029 | 79 | 2,007 | 79 | ||||
Equity Interest to Artist / Third party | - | 182,500 | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 48,420 | 511,920 | 230,000 | 51,930 | ||||
Membership Contributions, Manager | 18,580 | 5,580 | - | 1,070 | ||||
Less: Brokerage Fees | (670) | (4,667) | (2,300) | (530) | ||||
Total Membership Contributions, net | 66,330 | 512,833 | 227,700 | 52,470 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (37,859) | (26,983) | 455,233 | (14,150) | ||||
Distributions | (33,500) | - | (684,940) | - | ||||
Total Retained Earnings/(Accumulated Deficit) | (71,359) | (26,983) | (229,707) | (14,150) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | 668,429 | - | 38,399 | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | - | $ | 668,429 | $ | - | $ | 44,450 |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-11
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 047 | Series Gallery Drop 048 | Series Gallery Drop 049 | Series Gallery Drop 050 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | 50 | $ | 50 | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | 50 | 50 | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | 28,900 | 104,400 | - | ||||
TOTAL OTHER ASSETS | - | 28,900 | 104,400 | - | ||||
TOTAL ASSETS | $ | - | $ | 28,950 | $ | 104,450 | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | 6,161 | $ | 8,542 | $ | - |
Income Tax Payable | 10,158 | - | - | - | ||||
TOTAL CURRENT LIABILITIES | 10,158 | 6,161 | 8,542 | - | ||||
TOTAL LIABILITIES | 10,158 | 6,161 | 8,542 | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 3,269 | 79 | 79 | 3,490 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 29,390 | 57,140 | 220,490 | 28,900 | ||||
Membership Contributions, Manager | 610 | 860 | 4,510 | 600 | ||||
Less: Brokerage Fees | (300) | (580) | (2,250) | (295) | ||||
Total Membership Contributions, net | 29,700 | 57,420 | 222,750 | 29,205 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | 28,903 | (34,710) | (126,921) | (22,930) | ||||
Distributions | (72,030) | - | - | (9,765) | ||||
Total Retained Earnings/(Accumulated Deficit) | (43,127) | (34,710) | (126,921) | (32,695) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | (10,158) | 22,789 | 95,908 | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | - | $ | 28,950 | $ | 104,450 | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-12
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 051 | Series Gallery Drop 052 | Series Gallery Drop 053 | Series Gallery Drop 054 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | 50 | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | 50 | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | 22,800 | - | - | - | ||||
TOTAL OTHER ASSETS | 22,800 | - | - | - | ||||
TOTAL ASSETS | $ | 22,850 | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | 5,755 | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | 5,755 | - | - | - | ||||
TOTAL LIABILITIES | 5,755 | - | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 79 | 3,640 | 3,921 | 3,163 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 30,370 | 9,990 | 77,930 | 18,630 | ||||
Membership Contributions, Manager | 630 | 10 | 1,570 | 370 | ||||
Less: Brokerage Fees | (310) | (100) | (795) | (190) | ||||
Total Membership Contributions, net | 30,690 | 9,900 | 78,705 | 18,810 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (13,674) | (9,610) | (58,855) | (8,977) | ||||
Distributions | - | (3,930) | (23,771) | (12,996) | ||||
Total Retained Earnings/(Accumulated Deficit) | (13,674) | (13,540) | (82,626) | (21,973) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | 17,095 | - | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | 22,850 | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-13
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 055 | Series Gallery Drop 056 | Series Gallery Drop 057 | Series Gallery Drop 058 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | - | - | ||||
TOTAL OTHER ASSETS | - | - | - | - | ||||
TOTAL ASSETS | $ | - | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | - | - | - | - | ||||
TOTAL LIABILITIES | - | - | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 3,427 | 3,194 | 3,150 | 3,196 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 47,490 | 21,190 | 17,990 | 22,390 | ||||
Membership Contributions, Manager | 10 | 10 | 10 | 10 | ||||
Less: Brokerage Fees | (475) | (212) | (180) | (224) | ||||
Total Membership Contributions, net | 47,025 | 20,988 | 17,820 | 22,176 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (28,792) | (12,861) | (11,034) | (20,108) | ||||
Distributions | (21,660) | (11,321) | (9,936) | (5,264) | ||||
Total Retained Earnings/(Accumulated Deficit) | (50,452) | (24,182) | (20,970) | (25,372) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | - | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-14
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 059 | Series Gallery Drop 060 | Series Gallery Drop 061 | Series Gallery Drop 062 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | 50 | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | 50 | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | 73,964 | - | - | - | ||||
TOTAL OTHER ASSETS | 73,964 | - | - | - | ||||
TOTAL ASSETS | $ | 74,014 | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | 6,387 | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | 6,387 | - | - | - | ||||
TOTAL LIABILITIES | 6,387 | - | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 79 | 25,504 | 3,195 | 4,152 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 76,820 | 51,090 | 23,090 | 16,190 | ||||
Membership Contributions, Manager | 780 | 10 | 10 | 10 | ||||
Less: Brokerage Fees | (776) | (511) | (231) | (162) | ||||
Total Membership Contributions, net | 76,824 | 50,589 | 22,869 | 16,038 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (9,276) | 63,921 | (13,936) | 2,312 | ||||
Distributions | - | (140,014) | (12,128) | (22,502) | ||||
Total Retained Earnings/(Accumulated Deficit) | (9,276) | (76,093) | (26,064) | (20,190) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | 67,627 | - | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | 74,014 | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-15
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 063 | Series Gallery Drop 064 | Series Gallery Drop 065 | Series Gallery Drop 066 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | 50 | $ | 19,300 | $ | - | $ | 50 |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | 50 | 19,300 | - | 50 | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | 18,235 | - | - | 60,158 | ||||
TOTAL OTHER ASSETS | 18,235 | - | - | 60,158 | ||||
TOTAL ASSETS | $ | 18,285 | $ | 19,300 | $ | - | $ | 60,208 |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | 5,623 | $ | 5,655 | $ | - | $ | 6,521 |
Income Tax Payable | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | 5,623 | 5,655 | - | 6,521 | ||||
TOTAL LIABILITIES | 5,623 | 5,655 | - | 6,521 | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 79 | 79 | 3,179 | 79 | ||||
Equity Interest to Artist / Third party | - | - | 5,020 | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 21,090 | 33,690 | 21,090 | 94,690 | ||||
Membership Contributions, Manager | 10 | 10 | 10 | 10 | ||||
Less: Brokerage Fees | (211) | (337) | (211) | (947) | ||||
Total Membership Contributions, net | 20,889 | 33,363 | 20,889 | 93,753 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (8,306) | (19,797) | (1,558) | (40,145) | ||||
Distributions | - | - | (27,530) | - | ||||
Total Retained Earnings/(Accumulated Deficit) | (8,306) | (19,797) | (29,088) | (40,145) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | 12,662 | 13,645 | - | 53,687 | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | 18,285 | $ | 19,300 | $ | - | $ | 60,208 |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-16
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 067 | Series Gallery Drop 068 | Series Gallery Drop 069 | Series Gallery Drop 070 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | - | - | ||||
TOTAL OTHER ASSETS | - | - | - | - | ||||
TOTAL ASSETS | $ | - | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | - | - | - | - | ||||
TOTAL LIABILITIES | - | - | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 3,762 | 3,218 | 3,348 | 3,244 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 63,190 | 25,290 | 36,990 | 32,790 | ||||
Membership Contributions, Manager | 10 | 10 | 10 | 10 | ||||
Less: Brokerage Fees | (632) | (253) | (370) | (328) | ||||
Total Membership Contributions, net | 62,568 | 25,047 | 36,630 | 32,472 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (47,054) | (19,435) | (32,504) | (24,892) | ||||
Distributions | (19,276) | (8,830) | (7,474) | (10,824) | ||||
Total Retained Earnings/(Accumulated Deficit) | (66,330) | (28,265) | (39,978) | (35,716) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | - | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-17
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 071 | Series Gallery Drop 072 | Series Gallery Drop 073 | Series Gallery Drop 074 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | 50 | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | 50 | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | 78,000 | - | - | - | ||||
TOTAL OTHER ASSETS | 78,000 | - | - | - | ||||
TOTAL ASSETS | $ | 78,050 | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | 6,475 | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | 6,475 | - | - | - | ||||
TOTAL LIABILITIES | 6,475 | - | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 79 | 5,560 | 3,538 | 3,328 | ||||
Equity Interest to Artist / Third party | 25,000 | 52,500 | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 78,890 | 297,490 | 46,590 | 21,990 | ||||
Membership Contributions, Manager | 10 | 10 | 10 | 10 | ||||
Less: Brokerage Fees | (789) | (2,975) | (466) | (220) | ||||
Total Membership Contributions, net | 78,111 | 294,525 | 46,134 | 21,780 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (31,615) | (225,185) | (30,846) | (12,964) | ||||
Distributions | - | (127,400) | (18,826) | (12,144) | ||||
Total Retained Earnings/(Accumulated Deficit) | (31,615) | (352,585) | (49,672) | (25,108) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | 71,575 | - | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | 78,050 | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-18
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 075 | Series Gallery Drop 076 | Series Gallery Drop 077 | Series Gallery Drop 078 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | - | - | ||||
TOTAL OTHER ASSETS | - | - | - | - | ||||
TOTAL ASSETS | $ | - | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | - | - | - | - | ||||
TOTAL LIABILITIES | - | - | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 2,391 | 3,468 | 3,317 | 3,160 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 54,520 | 57,684 | 38,790 | 21,990 | ||||
Membership Contributions, Manager | 3,780 | 616 | 10 | 10 | ||||
Less: Brokerage Fees | (583) | (583) | (388) | (220) | ||||
Total Membership Contributions, net | 57,717 | 57,717 | 38,412 | 21,780 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (55,969) | (57,046) | (35,637) | (3,996) | ||||
Distributions | (4,139) | (4,139) | (6,092) | (20,944) | ||||
Total Retained Earnings/(Accumulated Deficit) | (60,108) | (61,185) | (41,729) | (24,940) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | - | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-19
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 079 | Series Gallery Drop 080 | Series Gallery Drop 082 | Series Gallery Drop 083 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | - | - | ||||
TOTAL OTHER ASSETS | - | - | - | - | ||||
TOTAL ASSETS | $ | - | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | - | - | - | - | ||||
TOTAL LIABILITIES | - | - | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 3,315 | 5,650 | 7,614 | 3,574 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 21,190 | 15,790 | 84,190 | 47,390 | ||||
Membership Contributions, Manager | 10 | 10 | 10 | 10 | ||||
Less: Brokerage Fees | (212) | (158) | (842) | (474) | ||||
Total Membership Contributions, net | 20,988 | 15,642 | 83,358 | 46,926 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (8,594) | 7,353 | 13,975 | (36,375) | ||||
Distributions | (15,709) | (28,645) | (104,947) | (14,125) | ||||
Total Retained Earnings/(Accumulated Deficit) | (24,303) | (21,292) | (90,972) | (50,500) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | - | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-20
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 086 | Series Gallery Drop 089 | Series Gallery Drop 091 | Series Gallery Drop 093 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | - | - | ||||
TOTAL OTHER ASSETS | - | - | - | - | ||||
TOTAL ASSETS | $ | - | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | - | - | - | - | ||||
TOTAL LIABILITIES | - | - | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 4,106 | 3,140 | 2,164 | 3,340 | ||||
Equity Interest to Artist / Third party | 270,000 | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 94,690 | 25,190 | 39,390 | 45,790 | ||||
Membership Contributions, Manager | 10 | 10 | 10 | 10 | ||||
Less: Brokerage Fees | (947) | (252) | (394) | (458) | ||||
Total Membership Contributions, net | 93,753 | 24,948 | 39,006 | 45,342 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (230,367) | (25,518) | (26,710) | (36,545) | ||||
Distributions | (137,492) | (2,570) | (14,460) | (12,137) | ||||
Total Retained Earnings/(Accumulated Deficit) | (367,859) | (28,088) | (41,170) | (48,682) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | - | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-21
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 094 | Series Gallery Drop 095 | Series Gallery Drop 096 | Series Gallery Drop 097 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | - | - | ||||
TOTAL OTHER ASSETS | - | - | - | - | ||||
TOTAL ASSETS | $ | - | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | - | - | - | - | ||||
TOTAL LIABILITIES | - | - | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 2,786 | 3,339 | 3,360 | 541 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 22,790 | 47,590 | 30,490 | 31,600 | ||||
Membership Contributions, Manager | 10 | 10 | 10 | - | ||||
Less: Brokerage Fees | (228) | (476) | (305) | (316) | ||||
Total Membership Contributions, net | 22,572 | 47,124 | 30,195 | 31,284 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (11,017) | (35,707) | (20,318) | 269,197 | ||||
Distributions | (14,341) | (14,756) | (13,237) | (301,022) | ||||
Total Retained Earnings/(Accumulated Deficit) | (25,358) | (50,463) | (33,555) | (31,825) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | - | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-22
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 098 | Series Gallery Drop 099 | Series Gallery Drop 100 | Series Gallery Drop 101 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | 50 | $ | - | $ | 50 |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | 50 | - | 50 | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | 130,228 | - | 180,003 | ||||
TOTAL OTHER ASSETS | - | 130,228 | - | 180,003 | ||||
TOTAL ASSETS | $ | - | $ | 130,278 | $ | - | $ | 180,053 |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | 6,421 | $ | - | $ | 7,078 |
Income Tax Payable | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | - | 6,421 | - | 7,078 | ||||
TOTAL LIABILITIES | - | 6,421 | - | 7,078 | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 3,042 | - | 3,079 | - | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 14,690 | 136,790 | 19,490 | 211,290 | ||||
Membership Contributions, Manager | 10 | 10 | 10 | 10 | ||||
Less: Brokerage Fees | (147) | (1,368) | (195) | (2,113) | ||||
Total Membership Contributions, net | 14,553 | 135,432 | 19,305 | 209,187 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (14,317) | (11,575) | (8,636) | (36,212) | ||||
Distributions | (3,278) | - | (13,748) | - | ||||
Total Retained Earnings/(Accumulated Deficit) | (17,595) | (11,575) | (22,384) | (36,212) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | 123,857 | - | 172,975 | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | - | $ | 130,278 | $ | - | $ | 180,053 |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-23
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 102 | Series Gallery Drop 103 | Series Gallery Drop 104 | Series Gallery Drop 105 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | - | - | ||||
TOTAL OTHER ASSETS | - | - | - | - | ||||
TOTAL ASSETS | $ | - | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | - | - | - | - | ||||
TOTAL LIABILITIES | - | - | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 2,531 | 6,440 | 5,460 | 4,049 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 14,790 | 18,390 | 13,090 | 64,990 | ||||
Membership Contributions, Manager | 10 | 10 | 10 | 10 | ||||
Less: Brokerage Fees | (148) | (184) | (131) | (650) | ||||
Total Membership Contributions, net | 14,652 | 18,216 | 12,969 | 64,350 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (15,052) | 10,378 | 7,116 | 3,101 | ||||
Distributions | (2,131) | (35,034) | (25,545) | (71,500) | ||||
Total Retained Earnings/(Accumulated Deficit) | (17,183) | (24,656) | (18,429) | (68,399) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | - | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-24
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 107 | Series Gallery Drop 108 | Series Gallery Drop 109 | Series Gallery Drop 110 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | - | - | ||||
TOTAL OTHER ASSETS | - | - | - | - | ||||
TOTAL ASSETS | $ | - | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | - | - | - | - | ||||
TOTAL LIABILITIES | - | - | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 3,084 | 2,682 | 2,838 | 2,955 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 23,790 | 31,690 | 32,390 | 10,590 | ||||
Membership Contributions, Manager | 10 | 10 | 10 | 10 | ||||
Less: Brokerage Fees | (238) | (317) | (324) | (106) | ||||
Total Membership Contributions, net | 23,562 | 31,383 | 32,076 | 10,494 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (17,816) | (25,791) | (22,764) | 2,833 | ||||
Distributions | (8,830) | (8,274) | (12,150) | (16,282) | ||||
Total Retained Earnings/(Accumulated Deficit) | (26,646) | (34,065) | (34,914) | (13,449) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | - | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-25
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 111 | Series Gallery Drop 112 | Series Gallery Drop 113 | Series Gallery Drop 114 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | - | - | ||||
TOTAL OTHER ASSETS | - | - | - | - | ||||
TOTAL ASSETS | $ | - | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | - | - | - | - | ||||
TOTAL LIABILITIES | - | - | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 2,513 | 3,277 | 3,060 | 3,361 | ||||
Equity Interest to Artist / Third party | - | 15,000 | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 18,890 | 59,990 | 57,890 | 12,490 | ||||
Membership Contributions, Manager | 10 | 10 | 10 | 1,010 | ||||
Less: Brokerage Fees | (189) | (600) | (579) | (135) | ||||
Total Membership Contributions, net | 18,711 | 59,400 | 57,321 | 13,365 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (12,927) | (63,652) | (49,033) | (5,642) | ||||
Distributions | (8,297) | (14,025) | (11,348) | (11,084) | ||||
Total Retained Earnings/(Accumulated Deficit) | (21,224) | (77,677) | (60,381) | (16,726) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | - | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-26
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 115 | Series Gallery Drop 116 | Series Gallery Drop 117 | Series Gallery Drop 118 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | 50 | $ | 50 | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | 50 | 50 | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | 162,000 | 27,804 | - | ||||
TOTAL OTHER ASSETS | - | 162,000 | 27,804 | - | ||||
TOTAL ASSETS | $ | - | $ | 162,050 | $ | 27,854 | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | 5,708 | $ | 3,629 | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | - | 5,708 | 3,629 | - | ||||
TOTAL LIABILITIES | - | 5,708 | 3,629 | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 2,734 | - | - | 48 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 16,490 | 213,689 | 78,760 | - | ||||
Membership Contributions, Manager | 10 | 23,111 | 14,940 | - | ||||
Less: Brokerage Fees | (165) | (2,368) | (937) | - | ||||
Total Membership Contributions, net | 16,335 | 234,432 | 92,763 | - | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (12,271) | (78,090) | (68,538) | (48) | ||||
Distributions | (6,798) | - | - | - | ||||
Total Retained Earnings/(Accumulated Deficit) | (19,069) | (78,090) | (68,538) | (48) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | 156,342 | 24,225 | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | - | $ | 162,050 | $ | 27,854 | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-27
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 119 | Series Gallery Drop 120 | Series Gallery Drop 121 | Series Gallery Drop 122 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | - | $ | - | $ | 50 |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | - | - | 50 | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | - | 110,184 | ||||
TOTAL OTHER ASSETS | - | - | - | 110,184 | ||||
TOTAL ASSETS | $ | - | $ | - | $ | - | $ | 110,234 |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | - | $ | 5,292 |
Income Tax Payable | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | - | - | - | 5,292 | ||||
TOTAL LIABILITIES | - | - | - | 5,292 | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 3,308 | 99 | 2,125 | - | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 69,479 | - | 32,599 | 115,798 | ||||
Membership Contributions, Manager | 18,921 | - | 201 | 2 | ||||
Less: Brokerage Fees | (884) | - | (328) | (1,158) | ||||
Total Membership Contributions, net | 87,516 | - | 32,472 | 114,642 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (61,652) | (99) | (14,261) | (9,700) | ||||
Distributions | (29,172) | - | (20,336) | - | ||||
Total Retained Earnings/(Accumulated Deficit) | (90,824) | (99) | (34,597) | (9,700) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | - | - | 104,942 | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | - | $ | - | $ | - | $ | 110,234 |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-28
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 123 | Unallocated | Total Consolidated | ||||
ASSETS | ||||||
CURRENT ASSETS | ||||||
Cash and Cash Equivalents | $ | 50 | $ | - | $ | 27,384 |
Receivable from Asset Sale | - | - | - | |||
Prepayments to Manager | - | - | 18,379 | |||
TOTAL CURRENT ASSETS | 50 | - | 45,763 | |||
OTHER ASSETS | ||||||
Art and Other Collectible Assets | 44,518 | - | 2,911,244 | |||
TOTAL OTHER ASSETS | 44,518 | - | 2,911,244 | |||
TOTAL ASSETS | $ | 44,568 | $ | - | $ | 2,957,007 |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||
CURRENT LIABILITIES | ||||||
Due to Manager | $ | 4,810 | $ | - | $ | 180,384 |
Income Tax Payable | - | - | 10,158 | |||
TOTAL CURRENT LIABILITIES | 4,810 | - | 190,542 | |||
TOTAL LIABILITIES | 4,810 | - | 190,542 | |||
MEMBERS’ EQUITY/(DEFICIT) | ||||||
Capital Contributions | - | 31,028 | 395,366 | |||
Equity Interest to Artist / Third party | - | - | 573,020 | |||
Membership Contributions, net | ||||||
Membership Contributions, Third party | 46,689 | - | 6,738,681 | |||
Membership Contributions, Manager | 111 | - | 412,120 | |||
Less: Brokerage Fees | (468) | - | (66,035) | |||
Total Membership Contributions, net | 46,332 | - | 7,084,766 | |||
Retained Earnings/(Accumulated Deficit) | ||||||
Retained Earnings/(Accumulated Deficit) | (6,574) | (31,028) | (1,578,600) | |||
Distributions | - | - | (3,708,087) | |||
Total Retained Earnings/(Accumulated Deficit) | (6,574) | (31,028) | (5,286,687) | |||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | 39,758 | - | 2,766,465 | |||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | $ | 44,568 | $ | - | $ | 2,957,007 |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-29
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series #KW | Series Drop 002 | Series Drop 003 | Series Drop 004 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | 125 | $ | - | $ | 61 | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | 125 | - | 61 | - | ||||
�� | ||||||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | 237,500 | - | 34,000 | - | ||||
TOTAL OTHER ASSETS | 237,500 | - | 34,000 | - | ||||
TOTAL ASSETS | $ | 237,625 | $ | - | $ | 34,061 | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | 7,094 | $ | - | $ | 5,474 | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL OTHER CURRENT LIABILITIES | 7,094 | - | 5,474 | - | ||||
TOTAL CURRENT LIABILITIES | 7,094 | - | 5,474 | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 418 | 4,771 | 319 | 4,970 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 225,000 | 32,340 | 34,300 | 46,060 | ||||
Membership Contributions, Manager | 25,000 | 660 | 700 | 940 | ||||
Less: Brokerage Fees | - | (323) | (343) | (461) | ||||
Total Membership Contributions, net | 250,000 | 32,677 | 34,657 | 46,539 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (19,887) | (7,448) | (6,389) | (34,579) | ||||
Distributions | - | (30,000) | - | (16,930) | ||||
Total Retained Earnings/(Accumulated Deficit) | (19,887) | (37,448) | (6,389) | (51,509) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | 230,531 | - | 28,587 | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | 237,625 | $ | - | $ | 34,061 | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-30
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series Drop 005 | Series Drop 008 | Series Drop 009 | Series Drop 010 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | 445 | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | 445 | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | 80,250 | - | - | - | ||||
TOTAL OTHER ASSETS | 80,250 | - | - | - | ||||
TOTAL ASSETS | $ | 80,695 | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | 6,377 | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL OTHER CURRENT LIABILITIES | 6,377 | - | - | - | ||||
TOTAL CURRENT LIABILITIES | 6,377 | - | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 319 | 4,802 | 8,890 | 5,444 | ||||
Equity Interest to Artist / Third party | - | 8,000 | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 83,600 | 24,200 | 227,100 | 24,500 | ||||
Membership Contributions, Manager | 11,400 | 7,800 | 97,900 | 500 | ||||
Less: Brokerage Fees | (836) | (242) | (2,271) | (245) | ||||
Total Membership Contributions, net | 94,164 | 31,758 | 322,729 | 24,755 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (20,165) | (13,610) | (244,064) | (6,199) | ||||
Distributions | - | (30,950) | (87,555) | (24,000) | ||||
Total Retained Earnings/(Accumulated Deficit) | (20,165) | (44,560) | (331,619) | (30,199) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | 74,318 | - | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | 80,695 | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-31
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series Gallery Drop 011 | Series Gallery Drop 012 | Series Gallery Drop 013 | Series Gallery Drop 014 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | 97 | $ | 2,494 | $ | 388 | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | 97 | 2,494 | 388 | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | 23,000 | 140,000 | 84,150 | - | ||||
TOTAL OTHER ASSETS | 23,000 | 140,000 | 84,150 | - | ||||
TOTAL ASSETS | $ | 23,097 | $ | 142,494 | $ | 84,538 | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | 5,297 | $ | 7,183 | $ | 5,589 | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL OTHER CURRENT LIABILITIES | 5,297 | 7,183 | 5,589 | - | ||||
TOTAL CURRENT LIABILITIES | 5,297 | 7,183 | 5,589 | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 419 | 420 | 179 | 5,492 | ||||
Equity Interest to Artist / Third party | 5,000 | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 19,500 | 38,625 | 81,300 | 32,340 | ||||
Membership Contributions, Manager | 500 | 111,375 | 8,700 | 660 | ||||
Less: Brokerage Fees | (195) | (386) | (882) | (323) | ||||
Total Membership Contributions, net | 19,805 | 149,614 | 89,118 | 32,677 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (7,424) | (14,723) | (10,348) | (8,169) | ||||
Distributions | - | - | - | (30,000) | ||||
Total Retained Earnings/(Accumulated Deficit) | (7,424) | (14,723) | (10,348) | (38,169) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | 17,800 | 135,311 | 78,949 | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | 23,097 | $ | 142,494 | $ | 84,538 | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-32
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series Gallery Drop 015 | Series Gallery Drop 016 | Series Gallery Drop 017 | Series Gallery Drop 018 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | - | $ | 259 | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | - | 259 | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | 49,500 | - | ||||
TOTAL OTHER ASSETS | - | - | 49,500 | - | ||||
TOTAL ASSETS | $ | - | $ | - | $ | 49,759 | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | 5,648 | $ | - |
Income Tax Payable | - | - | - | 2,974 | ||||
TOTAL OTHER CURRENT LIABILITIES | - | - | 5,648 | 2,974 | ||||
TOTAL CURRENT LIABILITIES | - | - | 5,648 | 2,974 | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 4,796 | 5,184 | 319 | 4,722 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 26,460 | 20,580 | 52,920 | 11,750 | ||||
Membership Contributions, Manager | 540 | 420 | 1,080 | 250 | ||||
Less: Brokerage Fees | (265) | (206) | (529) | (118) | ||||
Total Membership Contributions, net | 26,735 | 20,794 | 53,471 | 11,882 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (21,271) | (6,439) | (9,679) | 8,564 | ||||
Distributions | (10,260) | (19,539) | - | (28,142) | ||||
Total Retained Earnings/(Accumulated Deficit) | (31,531) | (25,978) | (9,679) | (19,578) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | - | 44,111 | (2,974) | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | - | $ | - | $ | 49,759 | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-33
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series Gallery Drop 019 | Series Gallery Drop 020 | Series Gallery Drop 021 | Series Gallery Drop 022 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | - | - | ||||
TOTAL OTHER ASSETS | - | - | - | - | ||||
TOTAL ASSETS | $ | - | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL OTHER CURRENT LIABILITIES | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | - | - | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 4,579 | 2,363 | 5,315 | 4,679 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | - | |||||||
Membership Contributions, Third party | 22,050 | 136,500 | 26,950 | 31,360 | ||||
Membership Contributions, Manager | 450 | - | 550 | 640 | ||||
Less: Brokerage Fees | (221) | (1,337) | (270) | (314) | ||||
Total Membership Contributions, net | 22,279 | 135,163 | 27,230 | 31,686 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (12,773) | 87,954 | (5,985) | (6,417) | ||||
Distributions | (14,085) | (225,480) | (26,560) | (29,948) | ||||
Total Retained Earnings/(Accumulated Deficit) | (26,858) | (137,526) | (32,545) | (36,365) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | - | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-34
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series Gallery Drop 023 | Series Gallery Drop 024 | Series Gallery Drop 025 | Series Gallery Drop 026 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | - | - | ||||
TOTAL OTHER ASSETS | - | - | - | - | ||||
TOTAL ASSETS | $ | - | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | - | $ | - |
Income Tax Payable | 2,933 | 981 | - | - | ||||
TOTAL OTHER CURRENT LIABILITIES | 2,933 | 981 | - | - | ||||
TOTAL CURRENT LIABILITIES | 2,933 | 981 | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 4,905 | 4,884 | 2,175 | 5,097 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 18,620 | 23,520 | 70,000 | 98,000 | ||||
Membership Contributions, Manager | 380 | 480 | - | 2,000 | ||||
Less: Brokerage Fees | (186) | (235) | (686) | (980) | ||||
Total Membership Contributions, net | 18,814 | 23,765 | 69,314 | 99,020 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | 8,448 | 2,920 | 421 | 96,583 | ||||
Distributions | (35,100) | (32,550) | (71,910) | (200,700) | ||||
Total Retained Earnings/(Accumulated Deficit) | (26,652) | (29,630) | (71,489) | (104,117) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | (2,933) | (981) | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-35
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series Gallery Drop 027 | Series Gallery Drop 028 | Series Gallery Drop 029 | Series Gallery Drop 030 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | - | $ | - | $ | 169 |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | - | - | 169 | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | - | 24,000 | ||||
TOTAL OTHER ASSETS | - | - | - | 24,000 | ||||
TOTAL ASSETS | $ | - | $ | - | $ | - | $ | 24,169 |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | - | $ | 5,523 |
Income Tax Payable | - | - | - | - | ||||
TOTAL OTHER CURRENT LIABILITIES | - | - | - | 5,523 | ||||
TOTAL CURRENT LIABILITIES | - | - | - | 5,523 | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 2,269 | 5,252 | 5,515 | 318 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 62,501 | 19,600 | 53,900 | 27,440 | ||||
Membership Contributions, Manager | - | 400 | 1,100 | 560 | ||||
Less: Brokerage Fees | (613) | (196) | (539) | (274) | ||||
Total Membership Contributions, net | 61,888 | 19,804 | 54,461 | 27,726 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | 116,283 | (6,556) | (6,667) | (9,398) | ||||
Distributions | (180,440) | (18,500) | (53,309) | - | ||||
Total Retained Earnings/(Accumulated Deficit) | (64,157) | (25,056) | (59,976) | (9,398) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | - | - | 18,646 | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | - | $ | - | $ | - | $ | 24,169 |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-36
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series Gallery Drop 031 | Series Gallery Drop 032 | Series Gallery Drop 033 | Series Gallery Drop 034 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | 294 | $ | - | $ | - | $ | 2,940 |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | 294 | - | - | 2,940 | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | 43,750 | - | - | 415,000 | ||||
TOTAL OTHER ASSETS | 43,750 | - | - | 415,000 | ||||
TOTAL ASSETS | $ | 44,044 | $ | - | $ | - | $ | 417,940 |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | 5,092 | $ | - | $ | - | $ | 11,480 |
Income Tax Payable | - | - | - | - | ||||
TOTAL OTHER CURRENT LIABILITIES | 5,092 | - | - | 11,480 | ||||
TOTAL CURRENT LIABILITIES | 5,092 | - | - | 11,480 | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 79 | 4,594 | 4,604 | 318 | ||||
Equity Interest to Artist / Third party | - | - | - | 10,000 | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 47,040 | 4,798 | 23,520 | 406,500 | ||||
Membership Contributions, Manager | 960 | 202 | 480 | 8,500 | ||||
Less: Brokerage Fees | (470) | (49) | (235) | (4,190) | ||||
Total Membership Contributions, net | 47,530 | 4,951 | 23,765 | 410,810 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (8,657) | (645) | (6,894) | (14,668) | ||||
Distributions | - | (8,900) | (21,475) | - | ||||
Total Retained Earnings/(Accumulated Deficit) | (8,657) | (9,545) | (28,369) | (14,668) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | 38,952 | - | - | 406,460 | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | 44,044 | $ | - | $ | - | $ | 417,940 |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-37
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series Gallery Drop 035 | Series Gallery Drop 036 | Series Gallery Drop 037 | Series Gallery Drop 038 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | - | - | ||||
TOTAL OTHER ASSETS | - | - | - | - | ||||
TOTAL ASSETS | $ | - | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL OTHER CURRENT LIABILITIES | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | - | - | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 5,498 | 5,499 | 5,251 | 5,190 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 55,320 | 49,980 | 25,970 | 72,030 | ||||
Membership Contributions, Manager | 19,680 | 1,020 | 530 | 1,470 | ||||
Less: Brokerage Fees | (735) | (500) | (260) | (735) | ||||
Total Membership Contributions, net | 74,265 | 50,500 | 26,240 | 72,765 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (51,263) | (7,797) | (6,733) | (28,489) | ||||
Distributions | (28,500) | (48,202) | (24,758) | (49,466) | ||||
Total Retained Earnings/(Accumulated Deficit) | (79,763) | (55,999) | (31,491) | (77,955) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | - | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-38
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series Gallery Drop 039 | Series Gallery Drop 040 | Series Gallery Drop 041 | Series Gallery Drop 042 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | 62 | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | 62 | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | 62,500 | - | - | - | ||||
TOTAL OTHER ASSETS | 62,500 | - | - | - | ||||
TOTAL ASSETS | $ | 62,562 | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | 5,858 | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL OTHER CURRENT LIABILITIES | 5,858 | - | - | - | ||||
TOTAL CURRENT LIABILITIES | 5,858 | - | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 318 | 4,742 | 5,040 | 5,248 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 67,490 | 29,570 | 5,499 | 20,990 | ||||
Membership Contributions, Manager | 10 | 5,930 | 1 | 10 | ||||
Less: Brokerage Fees | (700) | (355) | (55) | (210) | ||||
Total Membership Contributions, net | 66,800 | 35,145 | 5,445 | 20,790 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (10,414) | (6,676) | (5,516) | (6,038) | ||||
Distributions | - | (33,211) | (4,969) | (20,000) | ||||
Total Retained Earnings/(Accumulated Deficit) | (10,414) | (39,887) | (10,485) | (26,038) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | 56,704 | - | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | 62,562 | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-39
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series Gallery Drop 043 | Series Gallery Drop 044 | Series Gallery Drop 045 | Series Gallery Drop 046 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | 50 | $ | - | $ | 50 |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | 21,628 | - | - | ||||
TOTAL CURRENT ASSETS | - | 21,678 | - | 50 | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | 650,000 | - | 44,400 | ||||
TOTAL OTHER ASSETS | - | 650,000 | - | 44,400 | ||||
TOTAL ASSETS | $ | - | $ | 671,678 | $ | - | $ | 44,450 |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | - | $ | 4,437 |
Income Tax Payable | - | - | - | - | ||||
TOTAL OTHER CURRENT LIABILITIES | - | - | - | 4,437 | ||||
TOTAL CURRENT LIABILITIES | - | - | - | 4,437 | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 5,029 | 79 | 2,007 | 79 | ||||
Equity Interest to Artist / Third party | - | 182,500 | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 48,420 | 511,920 | 230,000 | 51,930 | ||||
Membership Contributions, Manager | 18,580 | 5,580 | - | 1,070 | ||||
Less: Brokerage Fees | (670) | (4,667) | (2,300) | (530) | ||||
Total Membership Contributions, net | 66,330 | 512,833 | 227,700 | 52,470 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (37,859) | (23,734) | 455,233 | (12,536) | ||||
Distributions | (33,500) | - | (684,940) | - | ||||
Total Retained Earnings/(Accumulated Deficit) | (71,359) | (23,734) | (229,707) | (12,536) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | 671,678 | - | 40,013 | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | - | $ | 671,678 | $ | - | $ | 44,450 |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-40
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series Gallery Drop 047 | Series Gallery Drop 048 | Series Gallery Drop 049 | Series Gallery Drop 050 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | 50 | $ | 50 | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | 50 | 50 | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | 34,800 | 214,876 | - | ||||
TOTAL OTHER ASSETS | - | 34,800 | 214,876 | - | ||||
TOTAL ASSETS | $ | - | $ | 34,850 | $ | 214,926 | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | 4,538 | $ | 6,478 | $ | - |
Income Tax Payable | 10,158 | - | - | - | ||||
TOTAL OTHER CURRENT LIABILITIES | 10,158 | 4,538 | 6,478 | - | ||||
TOTAL CURRENT LIABILITIES | 10,158 | 4,538 | 6,478 | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 3,269 | 79 | 79 | 3,490 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 29,390 | 57,140 | 220,490 | 28,900 | ||||
Membership Contributions, Manager | 610 | 860 | 4,510 | 600 | ||||
Less: Brokerage Fees | (300) | (580) | (2,250) | (295) | ||||
Total Membership Contributions, net | 29,700 | 57,420 | 222,750 | 29,205 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | 28,903 | (27,187) | (14,381) | (22,930) | ||||
Distributions | (72,030) | - | - | (9,765) | ||||
Total Retained Earnings/(Accumulated Deficit) | (43,127) | (27,187) | (14,381) | (32,695) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | (10,158) | 30,312 | 208,448 | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | - | $ | 34,850 | $ | 214,926 | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-41
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series Gallery Drop 051 | Series Gallery Drop 052 | Series Gallery Drop 053 | Series Gallery Drop 054 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | 50 | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | 50 | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | 26,400 | - | - | - | ||||
TOTAL OTHER ASSETS | 26,400 | - | - | - | ||||
TOTAL ASSETS | $ | 26,450 | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | 4,198 | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL OTHER CURRENT LIABILITIES | 4,198 | - | - | - | ||||
TOTAL CURRENT LIABILITIES | 4,198 | - | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 79 | 3,640 | 3,921 | 3,163 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 30,370 | 9,990 | 77,930 | 18,630 | ||||
Membership Contributions, Manager | 630 | 10 | 1,570 | 370 | ||||
Less: Brokerage Fees | (310) | (100) | (795) | (190) | ||||
Total Membership Contributions, net | 30,690 | 9,900 | 78,705 | 18,810 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (8,517) | (9,610) | (58,855) | (8,977) | ||||
Distributions | - | (3,930) | (23,771) | (12,996) | ||||
Total Retained Earnings/(Accumulated Deficit) | (8,517) | (13,540) | (82,626) | (21,973) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | 22,252 | - | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | 26,450 | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-42
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series Gallery Drop 055 | Series Gallery Drop 056 | Series Gallery Drop 057 | Series Gallery Drop 058 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | - | - | ||||
TOTAL OTHER ASSETS | - | - | - | - | ||||
TOTAL ASSETS | $ | - | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL OTHER CURRENT LIABILITIES | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | - | - | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 3,427 | 3,194 | 3,150 | 3,196 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 47,490 | 21,190 | 17,990 | 22,390 | ||||
Membership Contributions, Manager | 10 | 10 | 10 | 10 | ||||
Less: Brokerage Fees | (475) | (212) | (180) | (224) | ||||
Total Membership Contributions, net | 47,025 | 20,988 | 17,820 | 22,176 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (28,792) | (12,861) | (11,034) | (20,108) | ||||
Distributions | (21,660) | (11,321) | (9,936) | (5,264) | ||||
Total Retained Earnings/(Accumulated Deficit) | (50,452) | (24,182) | (20,970) | (25,372) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | - | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-43
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series Gallery Drop 059 | Series Gallery Drop 060 | Series Gallery Drop 061 | Series Gallery Drop 062 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | 50 | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | 50 | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | 73,964 | - | - | - | ||||
TOTAL OTHER ASSETS | 73,964 | - | - | - | ||||
TOTAL ASSETS | $ | 74,014 | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | 4,707 | $ | - | $ | - | $ | - |
Income Tax Payable | - | 22,526 | - | 766 | ||||
TOTAL OTHER CURRENT LIABILITIES | 4,707 | 22,526 | - | 766 | ||||
TOTAL CURRENT LIABILITIES | 4,707 | 22,526 | - | 766 | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 79 | 2,978 | 3,195 | 3,386 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 76,820 | 51,090 | 23,090 | 16,190 | ||||
Membership Contributions, Manager | 780 | 10 | 10 | 10 | ||||
Less: Brokerage Fees | (776) | (511) | (231) | (162) | ||||
Total Membership Contributions, net | 76,824 | 50,589 | 22,869 | 16,038 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (7,596) | 63,921 | (13,936) | 2,312 | ||||
Distributions | - | (140,014) | (12,128) | (22,502) | ||||
Total Retained Earnings/(Accumulated Deficit) | (7,596) | (76,093) | (26,064) | (20,190) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | 69,307 | (22,526) | - | (766) | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | 74,014 | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-44
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series Gallery Drop 063 | Series Gallery Drop 064 | Series Gallery Drop 065 | Series Gallery Drop 066 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | 50 | $ | 50 | $ | - | $ | 50 |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | 50 | 50 | - | 50 | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | 20,035 | 20,100 | - | 60,158 | ||||
TOTAL OTHER ASSETS | 20,035 | 20,100 | - | 60,158 | ||||
TOTAL ASSETS | $ | 20,085 | $ | 20,150 | $ | - | $ | 60,208 |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | 4,089 | $ | 4,237 | $ | - | $ | 4,878 |
Income Tax Payable | - | - | - | - | ||||
TOTAL OTHER CURRENT LIABILITIES | 4,089 | 4,237 | - | 4,878 | ||||
TOTAL CURRENT LIABILITIES | 4,089 | 4,237 | - | 4,878 | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 79 | 79 | 3,179 | 79 | ||||
Equity Interest to Artist / Third party | - | - | 5,020 | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 21,090 | 33,690 | 21,090 | 94,690 | ||||
Membership Contributions, Manager | 10 | 10 | 10 | 10 | ||||
Less: Brokerage Fees | (211) | (337) | (211) | (947) | ||||
Total Membership Contributions, net | 20,889 | 33,363 | 20,889 | 93,753 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (4,972) | (17,529) | (1,558) | (38,502) | ||||
Distributions | - | - | (27,530) | - | ||||
Total Retained Earnings/(Accumulated Deficit) | (4,972) | (17,529) | (29,088) | (38,502) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | 15,996 | 15,913 | - | 55,330 | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | 20,085 | $ | 20,150 | $ | - | $ | 60,208 |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-45
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series Gallery Drop 067 | Series Gallery Drop 068 | Series Gallery Drop 069 | Series Gallery Drop 070 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | - | - | ||||
TOTAL OTHER ASSETS | - | - | - | - | ||||
TOTAL ASSETS | $ | - | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL OTHER CURRENT LIABILITIES | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | - | - | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 3,762 | 3,218 | 3,348 | 3,244 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 63,190 | 25,290 | 36,990 | 32,790 | ||||
Membership Contributions, Manager | 10 | 10 | 10 | 10 | ||||
Less: Brokerage Fees | (632) | (253) | (370) | (328) | ||||
Total Membership Contributions, net | 62,568 | 25,047 | 36,630 | 32,472 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (47,054) | (19,435) | (32,504) | (24,892) | ||||
Distributions | (19,276) | (8,830) | (7,474) | (10,824) | ||||
Total Retained Earnings/(Accumulated Deficit) | (66,330) | (28,265) | (39,978) | (35,716) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | - | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-46
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series Gallery Drop 071 | Series Gallery Drop 072 | Series Gallery Drop 073 | Series Gallery Drop 074 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | 50 | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | 50 | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | 78,000 | - | - | - | ||||
TOTAL OTHER ASSETS | 78,000 | - | - | - | ||||
TOTAL ASSETS | $ | 78,050 | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | 4,784 | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL OTHER CURRENT LIABILITIES | 4,784 | - | - | - | ||||
TOTAL CURRENT LIABILITIES | 4,784 | - | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 79 | 5,560 | 3,538 | 3,328 | ||||
Equity Interest to Artist / Third party | 25,000 | 52,500 | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 78,890 | 297,490 | 46,590 | 21,990 | ||||
Membership Contributions, Manager | 10 | 10 | 10 | 10 | ||||
Less: Brokerage Fees | (789) | (2,975) | (466) | (220) | ||||
Total Membership Contributions, net | 78,111 | 294,525 | 46,134 | 21,780 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (29,924) | (225,185) | (30,846) | (12,964) | ||||
Distributions | - | (127,400) | (18,826) | (12,144) | ||||
Total Retained Earnings/(Accumulated Deficit) | (29,924) | (352,585) | (49,672) | (25,108) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | 73,266 | - | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | 78,050 | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-47
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series Gallery Drop 075 | Series Gallery Drop 076 | Series Gallery Drop 077 | Series Gallery Drop 078 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | 4,175 | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | 4,175 | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | - | - | ||||
TOTAL OTHER ASSETS | - | - | - | - | ||||
TOTAL ASSETS | $ | 4,175 | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | 2,427 | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL OTHER CURRENT LIABILITIES | 2,427 | - | - | - | ||||
TOTAL CURRENT LIABILITIES | 2,427 | - | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | - | 3,468 | 3,317 | 3,160 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 54,520 | 57,684 | 38,790 | 21,990 | ||||
Membership Contributions, Manager | 3,780 | 616 | 10 | 10 | ||||
Less: Brokerage Fees | (583) | (583) | (388) | (220) | ||||
Total Membership Contributions, net | 57,717 | 57,717 | 38,412 | 21,780 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (55,969) | (57,046) | (35,637) | (3,996) | ||||
Distributions | - | (4,139) | (6,092) | (20,944) | ||||
Total Retained Earnings/(Accumulated Deficit) | (55,969) | (61,185) | (41,729) | (24,940) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | 1,748 | - | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | 4,175 | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-48
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series Gallery Drop 079 | Series Gallery Drop 080 | Series Gallery Drop 082 | Series Gallery Drop 083 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | - | - | ||||
TOTAL OTHER ASSETS | - | - | - | - | ||||
TOTAL ASSETS | $ | - | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | - | $ | - |
Income Tax Payable | - | 2,547 | 4,886 | - | ||||
TOTAL OTHER CURRENT LIABILITIES | - | 2,547 | 4,886 | - | ||||
TOTAL CURRENT LIABILITIES | - | 2,547 | 4,886 | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 3,315 | 3,103 | 2,728 | 3,574 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 21,190 | 15,790 | 84,190 | 47,390 | ||||
Membership Contributions, Manager | 10 | 10 | 10 | 10 | ||||
Less: Brokerage Fees | (212) | (158) | (842) | (474) | ||||
Total Membership Contributions, net | 20,988 | 15,642 | 83,358 | 46,926 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (8,594) | 7,353 | 13,975 | (36,375) | ||||
Distributions | (15,709) | (28,645) | (104,947) | (14,125) | ||||
Total Retained Earnings/(Accumulated Deficit) | (24,303) | (21,292) | (90,972) | (50,500) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | (2,547) | (4,886) | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-49
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series Gallery Drop 086 | Series Gallery Drop 089 | Series Gallery Drop 091 | Series Gallery Drop 093 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | - | - | ||||
TOTAL OTHER ASSETS | - | - | - | - | ||||
TOTAL ASSETS | $ | - | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL OTHER CURRENT LIABILITIES | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | - | - | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 4,106 | 3,140 | 2,164 | 3,340 | ||||
Equity Interest to Artist / Third party | 270,000 | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 94,690 | 25,190 | 39,390 | 45,790 | ||||
Membership Contributions, Manager | 10 | 10 | 10 | 10 | ||||
Less: Brokerage Fees | (947) | (252) | (394) | (458) | ||||
Total Membership Contributions, net | 93,753 | 24,948 | 39,006 | 45,342 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (230,367) | (25,518) | (26,710) | (36,545) | ||||
Distributions | (137,492) | (2,570) | (14,460) | (12,137) | ||||
Total Retained Earnings/(Accumulated Deficit) | (367,859) | (28,088) | (41,170) | (48,682) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | - | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-50
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series Gallery Drop 094 | Series Gallery Drop 095 | Series Gallery Drop 096 | Series Gallery Drop 097 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | - | - | ||||
TOTAL OTHER ASSETS | - | - | - | - | ||||
TOTAL ASSETS | $ | - | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL OTHER CURRENT LIABILITIES | - | - | - | - | ||||
TOTAL CURRENT LIABILITIES | - | - | - | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 2,786 | 3,339 | 3,360 | 541 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 22,790 | 47,590 | 30,490 | 31,600 | ||||
Membership Contributions, Manager | 10 | 10 | 10 | - | ||||
Less: Brokerage Fees | (228) | (476) | (305) | (316) | ||||
Total Membership Contributions, net | 22,572 | 47,124 | 30,195 | 31,284 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (11,017) | (35,707) | (20,318) | 269,197 | ||||
Distributions | (14,341) | (14,756) | (13,237) | (301,022) | ||||
Total Retained Earnings/(Accumulated Deficit) | (25,358) | (50,463) | (33,555) | (31,825) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | - | - | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-51
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series Gallery Drop 098 | Series Gallery Drop 099 | Series Gallery Drop 100 | Series Gallery Drop 101 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | 50 | $ | - | $ | 50 |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | 50 | - | 50 | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | 130,228 | - | 180,003 | ||||
TOTAL OTHER ASSETS | - | 130,228 | - | 180,003 | ||||
TOTAL ASSETS | $ | - | $ | 130,278 | $ | - | $ | 180,053 |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | 4,587 | $ | - | $ | 5,109 |
Income Tax Payable | - | - | - | - | ||||
TOTAL OTHER CURRENT LIABILITIES | - | 4,587 | - | 5,109 | ||||
TOTAL CURRENT LIABILITIES | - | 4,587 | - | 5,109 | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 3,042 | - | 3,079 | - | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 14,690 | 136,790 | 19,490 | 211,290 | ||||
Membership Contributions, Manager | 10 | 10 | 10 | 10 | ||||
Less: Brokerage Fees | (147) | (1,368) | (195) | (2,113) | ||||
Total Membership Contributions, net | 14,553 | 135,432 | 19,305 | 209,187 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (14,317) | (9,741) | (8,636) | (34,243) | ||||
Distributions | (3,278) | - | (13,748) | - | ||||
Total Retained Earnings/(Accumulated Deficit) | (17,595) | (9,741) | (22,384) | (34,243) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | 125,691 | - | 174,944 | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | - | $ | 130,278 | $ | - | $ | 180,053 |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-52
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series Gallery Drop 102 | Series Gallery Drop 103 | Series Gallery Drop 104 | Series Gallery Drop 105 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | - | - | ||||
TOTAL OTHER ASSETS | - | - | - | - | ||||
TOTAL ASSETS | $ | - | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | - | $ | - |
Income Tax Payable | - | 3,615 | 2,463 | 1,045 | ||||
TOTAL OTHER CURRENT LIABILITIES | - | 3,615 | 2,463 | 1,045 | ||||
TOTAL CURRENT LIABILITIES | - | 3,615 | 2,463 | 1,045 | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 2,531 | 2,825 | 2,997 | 3,004 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 14,790 | 18,390 | 13,090 | 64,990 | ||||
Membership Contributions, Manager | 10 | 10 | 10 | 10 | ||||
Less: Brokerage Fees | (148) | (184) | (131) | (650) | ||||
Total Membership Contributions, net | 14,652 | 18,216 | 12,969 | 64,350 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (15,052) | 10,378 | 7,116 | 3,101 | ||||
Distributions | (2,131) | (35,034) | (25,545) | (71,500) | ||||
Total Retained Earnings/(Accumulated Deficit) | (17,183) | (24,656) | (18,429) | (68,399) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | (3,615) | (2,463) | (1,045) | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-53
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series Gallery Drop 107 | Series Gallery Drop 108 | Series Gallery Drop 109 | Series Gallery Drop 110 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | - | $ | - | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | - | - | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | - | - | ||||
TOTAL OTHER ASSETS | - | - | - | - | ||||
TOTAL ASSETS | $ | - | $ | - | $ | - | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | - | $ | - |
Income Tax Payable | - | - | - | 951 | ||||
TOTAL OTHER CURRENT LIABILITIES | - | - | - | 951 | ||||
TOTAL CURRENT LIABILITIES | - | - | - | 951 | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 3,084 | 2,682 | 2,838 | 2,004 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 23,790 | 31,690 | 32,390 | 10,590 | ||||
Membership Contributions, Manager | 10 | 10 | 10 | 10 | ||||
Less: Brokerage Fees | (238) | (317) | (324) | (106) | ||||
Total Membership Contributions, net | 23,562 | 31,383 | 32,076 | 10,494 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (17,816) | (25,791) | (22,764) | 2,833 | ||||
Distributions | (8,830) | (8,274) | (12,150) | (16,282) | ||||
Total Retained Earnings/(Accumulated Deficit) | (26,646) | (34,065) | (34,914) | (13,449) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | - | - | (951) | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-54
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series Gallery Drop 111 | Series Gallery Drop 112 | Series Gallery Drop 113 | Series Gallery Drop 114 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | - | $ | 50 | $ | - |
Receivable from Asset Sale | - | - | 11,340 | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | - | 11,390 | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | - | - | ||||
TOTAL OTHER ASSETS | - | - | - | - | ||||
TOTAL ASSETS | $ | - | $ | - | $ | 11,390 | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | - | $ | 3,102 | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL OTHER CURRENT LIABILITIES | - | - | 3,102 | - | ||||
TOTAL CURRENT LIABILITIES | - | - | 3,102 | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 2,513 | 3,277 | - | 3,361 | ||||
Equity Interest to Artist / Third party | - | 15,000 | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 18,890 | 59,990 | 57,890 | 12,490 | ||||
Membership Contributions, Manager | 10 | 10 | 10 | 1,010 | ||||
Less: Brokerage Fees | (189) | (600) | (579) | (135) | ||||
Total Membership Contributions, net | 18,711 | 59,400 | 57,321 | 13,365 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (12,927) | (63,652) | (49,033) | (5,642) | ||||
Distributions | (8,297) | (14,025) | - | (11,084) | ||||
Total Retained Earnings/(Accumulated Deficit) | (21,224) | (77,677) | (49,033) | (16,726) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | - | 8,288 | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | - | $ | - | $ | 11,390 | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-55
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series Gallery Drop 115 | Series Gallery Drop 116 | Series Gallery Drop 117 | Series Gallery Drop 118 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | - | $ | 50 | $ | 50 | $ | - |
Receivable from Asset Sale | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | - | 50 | 50 | - | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | 162,000 | 59,141 | - | ||||
TOTAL OTHER ASSETS | - | 162,000 | 59,141 | - | ||||
TOTAL ASSETS | $ | - | $ | 162,050 | $ | 59,191 | $ | - |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | - | $ | 3,648 | $ | 1,985 | $ | - |
Income Tax Payable | - | - | - | - | ||||
TOTAL OTHER CURRENT LIABILITIES | - | 3,648 | 1,985 | - | ||||
TOTAL CURRENT LIABILITIES | - | 3,648 | 1,985 | - | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 2,734 | - | - | 48 | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 16,490 | 213,689 | 78,760 | - | ||||
Membership Contributions, Manager | 10 | 23,111 | 14,940 | - | ||||
Less: Brokerage Fees | (165) | (2,368) | (937) | - | ||||
Total Membership Contributions, net | 16,335 | 234,432 | 92,763 | - | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (12,271) | (76,030) | (35,557) | (48) | ||||
Distributions | (6,798) | - | - | - | ||||
Total Retained Earnings/(Accumulated Deficit) | (19,069) | (76,030) | (35,557) | (48) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | - | 158,402 | 57,206 | - | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | - | $ | 162,050 | $ | 59,191 | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-56
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series Gallery Drop 119 | Series Gallery Drop 120 | Series Gallery Drop 121 | Series Gallery Drop 122 | |||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and Cash Equivalents | $ | 50 | $ | - | $ | - | $ | 50 |
Receivable from Asset Sale | 29,160 | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
TOTAL CURRENT ASSETS | 29,210 | - | - | 50 | ||||
OTHER ASSETS | ||||||||
Art and Other Collectible Assets | - | - | - | 110,184 | ||||
TOTAL OTHER ASSETS | - | - | - | 110,184 | ||||
TOTAL ASSETS | $ | 29,210 | $ | - | $ | - | $ | 110,234 |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Due to Manager | $ | 3,206 | $ | - | $ | - | $ | 3,513 |
Income Tax Payable | - | - | - | - | ||||
TOTAL OTHER CURRENT LIABILITIES | 3,206 | - | - | 3,513 | ||||
TOTAL CURRENT LIABILITIES | 3,206 | - | - | 3,513 | ||||
MEMBERS’ EQUITY/(DEFICIT) | ||||||||
Capital Contributions | 140 | 99 | 2,125 | - | ||||
Equity Interest to Artist / Third party | - | - | - | - | ||||
Membership Contributions, net | ||||||||
Membership Contributions, Third party | 69,479 | - | 32,599 | 115,798 | ||||
Membership Contributions, Manager | 18,921 | - | 201 | 2 | ||||
Less: Brokerage Fees | (884) | - | (328) | (1,158) | ||||
Total Membership Contributions, net | 87,516 | - | 32,472 | 114,642 | ||||
Retained Earnings/(Accumulated Deficit) | ||||||||
Retained Earnings/(Accumulated Deficit) | (61,652) | (99) | (14,261) | (7,921) | ||||
Distributions | - | - | (20,336) | - | ||||
Total Retained Earnings/(Accumulated Deficit) | (61,652) | (99) | (34,597) | (7,921) | ||||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | 26,004 | - | - | 106,721 | ||||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | 29,210 | $ | - | $ | - | $ | 110,234 |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-57
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2022 (AUDITED)
Series Gallery Drop 123 | Unallocated | Total Consolidated | ||||
ASSETS | ||||||
CURRENT ASSETS | ||||||
Cash and Cash Equivalents | $ | 50 | $ | - | $ | 12,409 |
Receivable from Asset Sale | - | - | 40,500 | |||
Prepayments to Manager | - | - | 21,628 | |||
TOTAL CURRENT ASSETS | 50 | - | 74,537 | |||
OTHER ASSETS | ||||||
Art and Other Collectible Assets | 44,518 | - | 3,102,457 | |||
TOTAL OTHER ASSETS | 44,518 | - | 3,102,457 | |||
TOTAL ASSETS | $ | 44,568 | $ | - | $ | 3,176,994 |
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT) | ||||||
CURRENT LIABILITIES | ||||||
Due to Manager | $ | 3,210 | $ | - | $ | 143,748 |
Income Tax Payable | - | - | 55,845 | |||
TOTAL OTHER CURRENT LIABILITIES | 3,210 | - | 199,593 | |||
TOTAL CURRENT LIABILITIES | 3,210 | - | 199,593 | |||
MEMBERS’ EQUITY/(DEFICIT) | ||||||
Capital Contributions | - | 31,028 | 341,060 | |||
Equity Interest to Artist / Third party | - | - | 573,020 | |||
Membership Contributions, net | ||||||
Membership Contributions, Third party | 46,689 | - | 6,738,681 | |||
Membership Contributions, Manager | 111 | - | 412,120 | |||
Less: Brokerage Fees | (468) | - | (66,035) | |||
Total Membership Contributions, net | 46,332 | - | 7,084,766 | |||
Retained Earnings/(Accumulated Deficit) | - | |||||
Retained Earnings/(Accumulated Deficit) | (4,974) | (31,028) | (1,358,017) | |||
Distributions | - | - | (3,663,428) | |||
Total Retained Earnings/(Accumulated Deficit) | (4,974) | (31,028) | (5,021,445) | |||
TOTAL MEMBERS’ EQUITY/(DEFICIT) | 41,358 | - | 2,977,401 | |||
TOTAL LIABILITIES AND MEMBERS’ EQUITY/DEFICIT) | $ | 44,568 | $ | - | $ | 3,176,994 |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-58
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2023 (UNAUDITED)
Series #KW | Series Drop 003 | Series Drop 005 | Series Gallery Drop 011 | |||||
Operating Expenses | ||||||||
Organizational Costs | $ | 1,257 | $ | 1,257 | $ | 1,257 | $ | 1,257 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 819 | 385 | 412 | 235 | ||||
Total Operating Expenses | 2,076 | 1,642 | 1,669 | 1,492 | ||||
Loss from Operations | (2,076) | (1,642) | (1,669) | (1,492) | ||||
Other Income/(Expenses) | ||||||||
Gain/(Loss) on Sale of Asset | - | - | - | - | ||||
Gain/(Loss) on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | (18,000) | - | - | ||||
Total Other Income/(Expenses) | - | (18,000) | - | - | ||||
Income/(Loss) Before Income Taxes | (2,076) | (19,642) | (1,669) | (1,492) | ||||
Provision for Income Taxes | 50 | 50 | 50 | 50 | ||||
Net Income/(Loss) | $ | (2,126) | $ | (19,692) | $ | (1,719) | $ | (1,542) |
Basic and Diluted Income/(Loss) per Membership Interest | $ | (0.21) | $ | (19.69) | $ | (1.38) | $ | (1.54) |
Weighted Average Membership Interests | 10,000 | 1,000 | 1,250 | 1,000 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-59
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 012 | Series Gallery Drop 013 | Series Gallery Drop 017 | Series Gallery Drop 030 | |||||
Operating Expenses | ||||||||
Organizational Costs | $ | 1,257 | $ | 1,257 | $ | 1,257 | $ | 1,257 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 553 | 401 | 307 | 237 | ||||
Total Operating Expenses | 1,810 | 1,658 | 1,564 | 1,494 | ||||
Loss from Operations | (1,810) | (1,658) | (1,564) | (1,494) | ||||
Other Income/(Expenses) | ||||||||
Gain/(Loss) on Sale of Asset | - | - | - | - | ||||
Gain/(Loss) on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | - | - | - | ||||
Total Other Income/(Expenses) | - | - | - | - | ||||
Income/(Loss) Before Income Taxes | (1,810) | (1,658) | (1,564) | (1,494) | ||||
Provision for Income Taxes | 50 | 50 | 50 | 50 | ||||
Net Income/(Loss) | $ | (1,860) | $ | (1,708) | $ | (1,614) | $ | (1,544) |
Basic and Diluted Income/(Loss) per Membership Interest | $ | (0.93) | $ | (1.14) | $ | (1.61) | $ | (0.77) |
Weighted Average Membership Interests | 2,000 | 1,500 | 1,000 | 2,000 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-60
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 031 | Series Gallery Drop 034 | Series Gallery Drop 039 | Series Gallery Drop 044 | |||||
Operating Expenses | ||||||||
Organizational Costs | $ | 1,257 | $ | 1,257 | $ | 1,257 | $ | 1,257 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 291 | 1,302 | 342 | 1,942 | ||||
Total Operating Expenses | 1,548 | 2,559 | 1,599 | 3,199 | ||||
Loss from Operations | (1,548) | (2,559) | (1,599) | (3,199) | ||||
Other Income/(Expenses) | ||||||||
Gain/(Loss) on Sale of Asset | - | - | - | - | ||||
Gain/(Loss) on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | - | - | - | ||||
Total Other Income/(Expenses) | - | - | - | - | ||||
Income/(Loss) Before Income Taxes | (1,548) | (2,559) | (1,599) | (3,199) | ||||
Provision for Income Taxes | 50 | 50 | 50 | 50 | ||||
Net Income/(Loss) | $ | (1,598) | $ | (2,609) | $ | (1,649) | $ | (3,249) |
Basic and Diluted Income/(Loss) per Membership Interest | $ | (0.80) | $ | (0.12) | $ | (0.24) | $ | (0.05) |
Weighted Average Membership Interests | 2,000 | 21,250 | 6,750 | 70,000 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-61
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 046 | Series Gallery Drop 048 | Series Gallery Drop 049 | Series Gallery Drop 051 | |||||
Operating Expenses | ||||||||
Organizational Costs | $ | 1,257 | $ | 1,257 | $ | 1,257 | $ | 1,257 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 307 | 316 | 757 | 250 | ||||
Total Operating Expenses | 1,564 | 1,573 | 2,014 | 1,507 | ||||
Loss from Operations | (1,564) | (1,573) | (2,014) | (1,507) | ||||
Other Income/(Expenses) | ||||||||
Gain/(Loss) on Sale of Asset | - | - | - | - | ||||
Gain/(Loss) on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | (5,900) | (110,476) | (3,600) | ||||
Total Other Income/(Expenses) | - | (5,900) | (110,476) | (3,600) | ||||
Income/(Loss) Before Income Taxes | (1,564) | (7,473) | (112,490) | (5,107) | ||||
Provision for Income Taxes | 50 | 50 | 50 | 50 | ||||
Net Income/(Loss) | $ | (1,614) | $ | (7,523) | $ | (112,540) | $ | (5,157) |
Basic and Diluted Income/(Loss) per Membership Interest | $ | (0.30) | $ | (1.30) | $ | (5.00) | $ | (1.66) |
Weighted Average Membership Interests | 5,300 | 5,800 | 22,500 | 3,100 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-62
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 059 | Series Gallery Drop 063 | Series Gallery Drop 064 | Series Gallery Drop 066 | |||||
Operating Expenses | ||||||||
Organizational Costs | $ | 1,257 | $ | 1,257 | $ | 1,199 | $ | 1,257 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 373 | 227 | 169 | 336 | ||||
Total Operating Expenses | 1,630 | 1,484 | 1,368 | 1,593 | ||||
Loss from Operations | (1,630) | (1,484) | (1,368) | (1,593) | ||||
Other Income/(Expenses) | ||||||||
Gain/(Loss) on Sale of Asset | - | - | (850) | - | ||||
Gain/(Loss) on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | (1,800) | - | - | ||||
Total Other Income/(Expenses) | - | (1,800) | (850) | - | ||||
Income/(Loss) Before Income Taxes | (1,630) | (3,284) | (2,218) | (1,593) | ||||
Provision for Income Taxes | 50 | 50 | 50 | 50 | ||||
Net Income/(Loss) | $ | (1,680) | $ | (3,334) | $ | (2,268) | $ | (1,643) |
Basic and Diluted Income/(Loss) per Membership Interest | $ | (0.22) | $ | (1.58) | $ | (0.67) | $ | (0.17) |
Weighted Average Membership Interests | 7,760 | 2,110 | 3,370 | 9,470 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-63
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 071 | Series Gallery Drop 099 | Series Gallery Drop 101 | Series Gallery Drop 116 | |||||
Operating Expenses | ||||||||
Organizational Costs | $ | 1,257 | $ | 1,257 | $ | 1,257 | $ | 1,257 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 384 | 527 | 662 | 753 | ||||
Total Operating Expenses | 1,641 | 1,784 | 1,919 | 2,010 | ||||
Loss from Operations | (1,641) | (1,784) | (1,919) | (2,010) | ||||
Other Income/(Expenses) | ||||||||
Gain/(Loss) on Sale of Asset | - | - | - | - | ||||
Gain/(Loss) on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | - | - | - | ||||
Total Other Income/(Expenses) | - | - | - | - | ||||
Income/(Loss) Before Income Taxes | (1,641) | (1,784) | (1,919) | (2,010) | ||||
Provision for Income Taxes | 50 | 50 | 50 | 50 | ||||
Net Income/(Loss) | $ | (1,691) | $ | (1,834) | $ | (1,969) | $ | (2,060) |
Basic and Diluted Income/(Loss) per Membership Interest | $ | (0.16) | $ | (0.13) | $ | (0.09) | $ | (0.01) |
Weighted Average Membership Interests | 10,390 | 13,680 | 21,130 | 236,800 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-64
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 117 | Series Gallery Drop 122 | Series Gallery Drop 123 | Total Consolidated | |||||
Operating Expenses | ||||||||
Organizational Costs | $ | 1,257 | $ | 1,257 | $ | 1,257 | $ | 33,881 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 337 | 472 | 293 | 13,389 | ||||
Total Operating Expenses | 1,594 | 1,729 | 1,550 | 47,270 | ||||
Loss from Operations | (1,594) | (1,729) | (1,550) | (47,270) | ||||
Other Income/(Expenses) | ||||||||
Gain/(Loss) on Sale of Asset | - | - | - | (850) | ||||
Gain/(Loss) on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | (31,337) | - | - | (171,113) | ||||
Total Other Income/(Expenses) | (31,337) | - | - | (171,963) | ||||
Income/(Loss) Before Income Taxes | (32,931) | (1,729) | (1,550) | (219,233) | ||||
Provision for Income Taxes | 50 | 50 | 50 | 1,350 | ||||
Net Income/(Loss) | $ | (32,981) | $ | (1,779) | $ | (1,600) | $ | (220,583) |
Basic and Diluted Income/(Loss) per Membership Interest | $ | (0.35) | $ | (0.02) | $ | (0.03) | ||
Weighted Average Membership Interests | 93,700 | 115,800 | 46,800 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-65
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series #KW | Series Drop 002 | Series Drop 003 | Series Drop 004 | |||||
Operating Expense | ||||||||
Organizational Costs | $ | 1,911 | $ | 1,911 | $ | 1,911 | $ | 1,911 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 796 | 101 | 114 | 149 | ||||
Total Operating Expenses | 2,707 | 2,012 | 2,025 | 2,060 | ||||
Loss from Operations | (2,707) | (2,012) | (2,025) | (2,060) | ||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | - | - | - | ||||
Total Other Income/(Expenses) | - | - | - | - | ||||
Income/(Loss) Before Income Taxes | (2,707) | (2,012) | (2,025) | (2,060) | ||||
Provision for Income Taxes | 50 | 50 | 50 | 50 | ||||
Net Income/(Loss) | $ | (2,757) | $ | (2,062) | $ | (2,075) | $ | (2,110) |
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | (0.28) | $ | (2.06) | $ | (2.08) | $ | (2.11) |
Weighted Average Membership Interests | 10,000 | 1,000 | 1,000 | 1,000 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-66
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Drop 005 | Series Drop 008 | Series Drop 009 | Series Drop 010 | |||||
Operating Expense | ||||||||
Organizational Costs | $ | 1,911 | $ | 1,911 | $ | 1,911 | $ | 1,911 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 302 | 117 | 1,039 | 80 | ||||
Total Operating Expenses | 2,213 | 2,028 | 2,950 | 1,991 | ||||
Loss from Operations | (2,213) | (2,028) | (2,950) | (1,991) | ||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | - | - | - | ||||
Total Other Income/(Expenses) | - | - | - | - | ||||
Income/(Loss) Before Income Taxes | (2,213) | (2,028) | (2,950) | (1,991) | ||||
Provision for Income Taxes | 50 | 50 | 50 | 50 | ||||
Net Income/(Loss) | $ | (2,263) | $ | (2,078) | $ | (3,000) | $ | (2,041) |
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | (1.81) | $ | (2.08) | $ | (0.92) | $ | (2.04) |
Weighted Average Membership Interests | 1,250 | 1,000 | 3,250 | 1,000 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-67
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 011 | Series Gallery Drop 012 | Series Gallery Drop 013 | Series Gallery Drop 014 | |||||
Operating Expense | ||||||||
Organizational Costs | $ | 1,911 | $ | 1,911 | $ | 1,911 | $ | 1,911 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 77 | 469 | 282 | 101 | ||||
Total Operating Expenses | 1,988 | 2,380 | 2,193 | 2,012 | ||||
Loss from Operations | (1,988) | (2,380) | (2,193) | (2,012) | ||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | - | - | - | ||||
Total Other Income/(Expenses) | - | - | - | - | ||||
Income/(Loss) Before Income Taxes | (1,988) | (2,380) | (2,193) | (2,012) | ||||
Provision for Income Taxes | 50 | 50 | 50 | 50 | ||||
Net Income/(Loss) | $ | (2,038) | $ | (2,430) | $ | (2,243) | $ | (2,062) |
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | (2.04) | $ | (1.22) | $ | (1.50) | $ | (2.06) |
Weighted Average Membership Interests | 1,000 | 2,000 | 1,500 | 1,000 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-68
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 015 | Series Gallery Drop 016 | Series Gallery Drop 017 | Series Gallery Drop 018 | |||||
Operating Expense | ||||||||
Organizational Costs | $ | 1,911 | $ | 1,911 | $ | 1,911 | $ | 1,911 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 83 | 65 | 166 | 39 | ||||
Total Operating Expenses | 1,994 | 1,976 | 2,077 | 1,950 | ||||
Loss from Operations | (1,994) | (1,976) | (2,077) | (1,950) | ||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | - | - | - | ||||
Total Other Income/(Expenses) | - | - | - | - | ||||
Income/(Loss) Before Income Taxes | (1,994) | (1,976) | (2,077) | (1,950) | ||||
Provision for Income Taxes | 50 | 50 | 50 | 50 | ||||
Net Income/(Loss) | $ | (2,044) | $ | (2,026) | $ | (2,127) | $ | (2,000) |
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | (2.04) | $ | (2.03) | $ | (2.13) | $ | (4.17) |
Weighted Average Membership Interests | 1,000 | 1,000 | 1,000 | 480 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-69
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 019 | Series Gallery Drop 020 | Series Gallery Drop 021 | Series Gallery Drop 022 | |||||
Operating Expense | ||||||||
Organizational Costs | $ | 1,911 | $ | - | $ | 1,911 | $ | 1,911 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 63 | - | 89 | 100 | ||||
Total Operating Expenses | 1,974 | - | 2,000 | 2,011 | ||||
Loss from Operations | (1,974) | - | (2,000) | (2,011) | ||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | - | - | - | ||||
Total Other Income/(Expenses) | - | - | - | - | ||||
Income/(Loss) Before Income Taxes | (1,974) | - | (2,000) | (2,011) | ||||
Provision for Income Taxes | 50 | - | 50 | 50 | ||||
Net Income/(Loss) | $ | (2,024) | $ | - | $ | (2,050) | $ | (2,061) |
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | (2.70) | $ | - | $ | (1.86) | $ | (2.06) |
Weighted Average Membership Interests | 750 | 1,820 | 1,100 | 1,000 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-70
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 023 | Series Gallery Drop 024 | Series Gallery Drop 025 | Series Gallery Drop 026 | |||||
Operating Expense | ||||||||
Organizational Costs | $ | 1,911 | $ | 1,911 | $ | - | $ | 1,623 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 50 | 77 | - | 212 | ||||
Total Operating Expenses | 1,961 | 1,988 | - | 1,835 | ||||
Loss from Operations | (1,961) | (1,988) | - | (1,835) | ||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | - | - | 105,000 | ||||
Gain on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | - | - | - | ||||
Total Other Income/(Expenses) | - | - | - | 105,000 | ||||
Income/(Loss) Before Income Taxes | (1,961) | (1,988) | - | 103,165 | ||||
Provision for Income Taxes | 50 | 50 | - | 50 | ||||
Net Income/(Loss) | $ | (2,011) | $ | (2,038) | $ | - | $ | 103,115 |
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | (2.01) | $ | (2.04) | $ | - | $ | 51.56 |
Weighted Average Membership Interests | 1,000 | 1,000 | 1,000 | 2,000 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-71
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 027 | Series Gallery Drop 028 | Series Gallery Drop 029 | Series Gallery Drop 030 | |||||
Operating Expense | ||||||||
Organizational Costs | $ | - | $ | 1,911 | $ | 1,911 | $ | 1,911 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | - | 62 | 179 | 80 | ||||
Total Operating Expenses | - | 1,973 | 2,090 | 1,991 | ||||
Loss from Operations | - | (1,973) | (2,090) | (1,991) | ||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | - | - | - | ||||
Total Other Income/(Expenses) | - | - | - | - | ||||
Income/(Loss) Before Income Taxes | - | (1,973) | (2,090) | (1,991) | ||||
Provision for Income Taxes | - | 50 | 50 | 50 | ||||
Net Income/(Loss) | $ | - | $ | (2,023) | $ | (2,140) | $ | (2,041) |
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | - | $ | (1.01) | $ | (0.43) | $ | (1.02) |
Weighted Average Membership Interests | 5,000 | 2,000 | 5,000 | 2,000 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-72
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 031 | Series Gallery Drop 032 | Series Gallery Drop 033 | Series Gallery Drop 034 | |||||
Operating Expense | ||||||||
Organizational Costs | $ | 1,911 | $ | 1,911 | $ | 1,911 | $ | 1,911 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 147 | 16 | 72 | 1,357 | ||||
Total Operating Expenses | 2,058 | 1,927 | 1,983 | 3,268 | ||||
Loss from Operations | (2,058) | (1,927) | (1,983) | (3,268) | ||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | - | - | - | ||||
Total Other Income/(Expenses) | - | - | - | - | ||||
Income/(Loss) Before Income Taxes | (2,058) | (1,927) | (1,983) | (3,268) | ||||
Provision for Income Taxes | 50 | 50 | 50 | 50 | ||||
Net Income/(Loss) | $ | (2,108) | $ | (1,977) | $ | (2,033) | $ | (3,318) |
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | (1.05) | $ | (0.40) | $ | (0.85) | $ | (0.16) |
Weighted Average Membership Interests | 2,000 | 5,000 | 2,400 | 21,250 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-73
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 035 | Series Gallery Drop 036 | Series Gallery Drop 037 | Series Gallery Drop 038 | |||||
Operating Expense | ||||||||
Organizational Costs | $ | 1,911 | $ | 1,911 | $ | 1,911 | $ | 1,911 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 244 | 161 | 83 | 243 | ||||
Total Operating Expenses | 2,155 | 2,072 | 1,994 | 2,154 | ||||
Loss from Operations | (2,155) | (2,072) | (1,994) | (2,154) | ||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | - | - | - | ||||
Total Other Income/(Expenses) | - | - | - | - | ||||
Income/(Loss) Before Income Taxes | (2,155) | (2,072) | (1,994) | (2,154) | ||||
Provision for Income Taxes | 50 | 50 | 50 | 50 | ||||
Net Income/(Loss) | $ | (2,205) | $ | (2,122) | $ | (2,044) | $ | (2,204) |
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | (0.59) | $ | (0.42) | $ | (0.77) | $ | (0.30) |
Weighted Average Membership Interests | 3,750 | 5,100 | 2,650 | 7,350 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-74
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 039 | Series Gallery Drop 040 | Series Gallery Drop 041 | Series Gallery Drop 042 | |||||
Operating Expense | ||||||||
Organizational Costs | $ | 1,911 | $ | 1,911 | $ | 1,911 | $ | 1,911 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 209 | 111 | 17 | 67 | ||||
Total Operating Expenses | 2,120 | 2,022 | 1,928 | 1,978 | ||||
Loss from Operations | (2,120) | (2,022) | (1,928) | (1,978) | ||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | - | - | - | ||||
Total Other Income/(Expenses) | - | - | - | - | ||||
Income/(Loss) Before Income Taxes | (2,120) | (2,022) | (1,928) | (1,978) | ||||
Provision for Income Taxes | 50 | 50 | 50 | 50 | ||||
Net Income/(Loss) | $ | (2,170) | $ | (2,072) | $ | (1,978) | $ | (2,028) |
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | (0.32) | $ | (0.58) | $ | (0.36) | $ | (0.97) |
Weighted Average Membership Interests | 6,750 | 3,550 | 5,500 | 2,100 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-75
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 043 | Series Gallery Drop 044 | Series Gallery Drop 045 | Series Gallery Drop 046 | |||||
Operating Expense | ||||||||
Organizational Costs | $ | 1,911 | $ | 1,911 | $ | - | $ | 1,811 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 211 | 2,178 | - | 169 | ||||
Total Operating Expenses | 2,122 | 4,089 | - | 1,980 | ||||
Loss from Operations | (2,122) | (4,089) | - | (1,980) | ||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | (6,700) | - | - | - | ||||
Total Other Income/(Expenses) | (6,700) | - | - | - | ||||
Income/(Loss) Before Income Taxes | (8,822) | (4,089) | - | (1,980) | ||||
Provision for Income Taxes | 50 | 50 | - | 50 | ||||
Net Income/(Loss) | $ | (8,872) | $ | (4,139) | $ | - | $ | (2,030) |
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | (1.32) | $ | (0.06) | $ | - | $ | (0.38) |
Weighted Average Membership Interests | 6,700 | 70,000 | 23,000 | 5,300 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-76
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 047 | Series Gallery Drop 048 | Series Gallery Drop 049 | Series Gallery Drop 050 | |||||
Operating Expense | ||||||||
Organizational Costs | $ | 1,836 | $ | 1,836 | $ | 1,836 | $ | 1,836 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 96 | 188 | 719 | 84 | ||||
Total Operating Expenses | 1,932 | 2,024 | 2,555 | 1,920 | ||||
Loss from Operations | (1,932) | (2,024) | (2,555) | (1,920) | ||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | - | - | - | ||||
Total Other Income/(Expenses) | - | - | - | - | ||||
Income/(Loss) Before Income Taxes | (1,932) | (2,024) | (2,555) | (1,920) | ||||
Provision for Income Taxes | 50 | 50 | 50 | 50 | ||||
Net Income/(Loss) | $ | (1,982) | $ | (2,074) | $ | (2,605) | $ | (1,970) |
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | (0.66) | $ | (0.36) | $ | (0.12) | $ | (0.67) |
Weighted Average Membership Interests | 3,000 | 5,800 | 22,500 | 2,950 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-77
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 051 | Series Gallery Drop 052 | Series Gallery Drop 053 | Series Gallery Drop 054 | |||||
Operating Expense | ||||||||
Organizational Costs | $ | 1,836 | $ | 1,836 | $ | 1,836 | $ | 1,836 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 97 | 30 | 261 | 60 | ||||
Total Operating Expenses | 1,933 | 1,866 | 2,097 | 1,896 | ||||
Loss from Operations | (1,933) | (1,866) | (2,097) | (1,896) | ||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | - | - | - | ||||
Total Other Income/(Expenses) | - | - | - | - | ||||
Income/(Loss) Before Income Taxes | (1,933) | (1,866) | (2,097) | (1,896) | ||||
Provision for Income Taxes | 50 | 50 | 50 | 50 | ||||
Net Income/(Loss) | $ | (1,983) | $ | (1,916) | $ | (2,147) | $ | (1,946) |
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | (0.64) | $ | (1.92) | $ | (0.27) | $ | (1.02) |
Weighted Average Membership Interests | 3,100 | 1,000 | 7,950 | 1,900 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-78
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 055 | Series Gallery Drop 056 | Series Gallery Drop 057 | Series Gallery Drop 058 | |||||
Operating Expense | ||||||||
Organizational Costs | $ | 1,836 | $ | 1,836 | $ | 1,836 | $ | 1,836 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 151 | 67 | 57 | 71 | ||||
Total Operating Expenses | 1,987 | 1,903 | 1,893 | 1,907 | ||||
Loss from Operations | (1,987) | (1,903) | (1,893) | (1,907) | ||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | - | - | (4,800) | ||||
Total Other Income/(Expenses) | - | - | - | (4,800) | ||||
Income/(Loss) Before Income Taxes | (1,987) | (1,903) | (1,893) | (6,707) | ||||
Provision for Income Taxes | 50 | 50 | 50 | 50 | ||||
Net Income/(Loss) | $ | (2,037) | $ | (1,953) | $ | (1,943) | $ | (6,757) |
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | (0.43) | $ | (0.92) | $ | (1.08) | $ | (3.02) |
Weighted Average Membership Interests | 4,750 | 2,120 | 1,800 | 2,240 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-79
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 059 | Series Gallery Drop 060 | Series Gallery Drop 061 | Series Gallery Drop 062 | |||||
Operating Expense | ||||||||
Organizational Costs | $ | 1,836 | $ | 1,548 | $ | 1,836 | $ | 1,836 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 247 | 108 | 74 | 52 | ||||
Total Operating Expenses | 2,083 | 1,656 | 1,910 | 1,888 | ||||
Loss from Operations | (2,083) | (1,656) | (1,910) | (1,888) | ||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | 91,415 | - | - | ||||
Gain on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | - | - | - | ||||
Total Other Income/(Expenses) | - | 91,415 | - | - | ||||
Income/(Loss) Before Income Taxes | (2,083) | 89,759 | (1,910) | (1,888) | ||||
Provision for Income Taxes | 50 | 50 | 50 | 50 | ||||
Net Income/(Loss) | $ | (2,133) | $ | 89,709 | $ | (1,960) | $ | (1,938) |
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | (0.27) | $ | 17.56 | $ | (0.85) | $ | (1.20) |
Weighted Average Membership Interests | 7,760 | 5,110 | 2,310 | 1,620 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-80
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 063 | Series Gallery Drop 064 | Series Gallery Drop 065 | Series Gallery Drop 066 | |||||
Operating Expense | ||||||||
Organizational Costs | $ | 1,836 | $ | 1,836 | $ | 1,836 | $ | 1,836 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 67 | 107 | 67 | 302 | ||||
Total Operating Expenses | 1,903 | 1,943 | 1,903 | 2,138 | ||||
Loss from Operations | (1,903) | (1,943) | (1,903) | (2,138) | ||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | - | - | - | ||||
Total Other Income/(Expenses) | - | - | - | - | ||||
Income/(Loss) Before Income Taxes | (1,903) | (1,943) | (1,903) | (2,138) | ||||
Provision for Income Taxes | 50 | 50 | 50 | 50 | ||||
Net Income/(Loss) | $ | (1,953) | $ | (1,993) | $ | (1,953) | $ | (2,188) |
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | (0.91) | $ | (0.59) | $ | (0.75) | $ | (0.23) |
Weighted Average Membership Interests | 2,152 | 3,370 | 2,612 | 9,660 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-81
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 067 | Series Gallery Drop 068 | Series Gallery Drop 069 | Series Gallery Drop 070 | |||||
Operating Expense | ||||||||
Organizational Costs | $ | 1,835 | $ | 1,836 | $ | 1,836 | $ | 1,836 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 201 | 80 | 118 | 105 | ||||
Total Operating Expenses | 2,036 | 1,916 | 1,954 | 1,941 | ||||
Loss from Operations | (2,036) | (1,916) | (1,954) | (1,941) | ||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | (1,800) | (3,800) | - | ||||
Total Other Income/(Expenses) | - | (1,800) | (3,800) | - | ||||
Income/(Loss) Before Income Taxes | (2,036) | (3,716) | (5,754) | (1,941) | ||||
Provision for Income Taxes | 50 | 50 | 50 | 50 | ||||
Net Income/(Loss) | $ | (2,086) | $ | (3,766) | $ | (5,804) | $ | (1,991) |
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | (0.33) | $ | (1.49) | $ | (1.57) | $ | (0.61) |
Weighted Average Membership Interests | 6,320 | 2,530 | 3,700 | 3,280 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-82
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 071 | Series Gallery Drop 072 | Series Gallery Drop 073 | Series Gallery Drop 074 | |||||
Operating Expense | ||||||||
Organizational Costs | $ | 1,836 | $ | 1,836 | $ | 1,835 | $ | 1,836 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 251 | 938 | 148 | 70 | ||||
Total Operating Expenses | 2,087 | 2,774 | 1,983 | 1,906 | ||||
Loss from Operations | (2,087) | (2,774) | (1,983) | (1,906) | ||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | - | - | - | ||||
Total Other Income/(Expenses) | - | - | - | - | ||||
Income/(Loss) Before Income Taxes | (2,087) | (2,774) | (1,983) | (1,906) | ||||
Provision for Income Taxes | 50 | 50 | 50 | 50 | ||||
Net Income/(Loss) | $ | (2,137) | $ | (2,824) | $ | (2,033) | $ | (1,956) |
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | (0.21) | $ | (0.08) | $ | (0.44) | $ | (0.89) |
Weighted Average Membership Interests | 10,390 | 35,000 | 4,660 | 2,200 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-83
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 075 | Series Gallery Drop 076 | Series Gallery Drop 077 | Series Gallery Drop 078 | |||||
Operating Expense | ||||||||
Organizational Costs | $ | 1,356 | $ | 1,836 | $ | 1,836 | $ | 1,835 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 185 | 185 | 124 | 70 | ||||
Total Operating Expenses | 1,541 | 2,021 | 1,960 | 1,905 | ||||
Loss from Operations | (1,541) | (2,021) | (1,960) | (1,905) | ||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | - | - | - | ||||
Total Other Income/(Expenses) | - | - | - | - | ||||
Income/(Loss) Before Income Taxes | (1,541) | (2,021) | (1,960) | (1,905) | ||||
Provision for Income Taxes | 50 | 50 | 50 | 50 | ||||
Net Income/(Loss) | $ | (1,591) | $ | (2,071) | $ | (2,010) | $ | (1,955) |
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | (0.27) | $ | (0.36) | $ | (0.52) | $ | (0.89) |
Weighted Average Membership Interests | 5,830 | 5,830 | 3,880 | 2,200 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-84
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 079 | Series Gallery Drop 080 | Series Gallery Drop 082 | Series Gallery Drop 083 | |||||
Operating Expense | ||||||||
Organizational Costs | $ | 1,836 | $ | 1,836 | $ | 1,218 | $ | 1,835 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 67 | 50 | 89 | 151 | ||||
Total Operating Expenses | 1,903 | 1,886 | 1,307 | 1,986 | ||||
Loss from Operations | (1,903) | (1,886) | (1,307) | (1,986) | ||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | - | 24,859 | - | ||||
Gain on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | - | - | - | ||||
Total Other Income/(Expenses) | - | - | 24,859 | - | ||||
Income/(Loss) Before Income Taxes | (1,903) | (1,886) | 23,552 | (1,986) | ||||
Provision for Income Taxes | 50 | 50 | 50 | 50 | ||||
Net Income/(Loss) | $ | (1,953) | $ | (1,936) | $ | 23,502 | $ | (2,036) |
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | (0.92) | $ | (1.23) | $ | 2.79 | $ | (0.43) |
Weighted Average Membership Interests | 2,120 | 1,580 | 8,420 | 4,740 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-85
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 086 | Series Gallery Drop 089 | Series Gallery Drop 091 | Series Gallery Drop 093 | |||||
Operating Expense | ||||||||
Organizational Costs | $ | 1,835 | $ | 1,835 | $ | 1,355 | $ | 1,835 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 299 | 80 | 86 | 146 | ||||
Total Operating Expenses | 2,134 | 1,915 | 1,441 | 1,981 | ||||
Loss from Operations | (2,134) | (1,915) | (1,441) | (1,981) | ||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | (19,100) | - | (13,400) | ||||
Total Other Income/(Expenses) | - | (19,100) | - | (13,400) | ||||
Income/(Loss) Before Income Taxes | (2,134) | (21,015) | (1,441) | (15,381) | ||||
Provision for Income Taxes | 50 | 50 | 50 | 50 | ||||
Net Income/(Loss) | $ | (2,184) | $ | (21,065) | $ | (1,491) | $ | (15,431) |
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | (0.06) | $ | (8.36) | $ | (0.38) | $ | (3.37) |
Weighted Average Membership Interests | 36,470 | 2,520 | 3,940 | 4,580 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-86
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 094 | Series Gallery Drop 095 | Series Gallery Drop 096 | Series Gallery Drop 097 | |||||
Operating Expense | ||||||||
Organizational Costs | $ | 1,835 | $ | 1,836 | $ | 1,835 | $ | - |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 72 | 151 | 97 | - | ||||
Total Operating Expenses | 1,907 | 1,987 | 1,932 | - | ||||
Loss from Operations | (1,907) | (1,987) | (1,932) | - | ||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | - | (8,600) | - | ||||
Total Other Income/(Expenses) | - | - | (8,600) | - | ||||
Income/(Loss) Before Income Taxes | (1,907) | (1,987) | (10,532) | - | ||||
Provision for Income Taxes | 50 | 50 | 50 | - | ||||
Net Income/(Loss) | $ | (1,957) | $ | (2,037) | $ | (10,582) | $ | - |
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | (0.86) | $ | (0.43) | $ | (3.47) | $ | - |
Weighted Average Membership Interests | 2,280 | 4,760 | 3,050 | 3,160 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-87
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 098 | Series Gallery Drop 099 | Series Gallery Drop 100 | Series Gallery Drop 101 | |||||
Operating Expense | ||||||||
Organizational Costs | $ | 1,835 | $ | 1,836 | $ | 1,835 | $ | 1,835 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 47 | 436 | 62 | 461 | ||||
Total Operating Expenses | 1,882 | 2,272 | 1,897 | 2,296 | ||||
Loss from Operations | (1,882) | (2,272) | (1,897) | (2,296) | ||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | - | (5,800) | - | ||||
Total Other Income/(Expenses) | - | - | (5,800) | - | ||||
Income/(Loss) Before Income Taxes | (1,882) | (2,272) | (7,697) | (2,296) | ||||
Provision for Income Taxes | 50 | 50 | 50 | 50 | ||||
Net Income/(Loss) | $ | (1,932) | $ | (2,322) | $ | (7,747) | $ | (2,346) |
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | (1.31) | $ | (0.17) | $ | (3.97) | $ | (0.11) |
Weighted Average Membership Interests | 1,470 | 13,680 | 1,950 | 21,130 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-88
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 102 | Series Gallery Drop 103 | Series Gallery Drop 104 | Series Gallery Drop 105 | |||||
Operating Expense | ||||||||
Organizational Costs | $ | 1,835 | $ | 2,285 | $ | 1,835 | $ | 1,835 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 47 | 33 | 42 | 143 | ||||
Total Operating Expenses | 1,882 | 2,318 | 1,877 | 1,978 | ||||
Loss from Operations | (1,882) | (2,318) | (1,877) | (1,978) | ||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | 17,469 | - | - | ||||
Gain on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | - | - | (8,000) | ||||
Total Other Income/(Expenses) | - | 17,469 | - | (8,000) | ||||
Income/(Loss) Before Income Taxes | (1,882) | 15,151 | (1,877) | (9,978) | ||||
Provision for Income Taxes | 50 | 50 | 50 | 50 | ||||
Net Income/(Loss) | $ | (1,932) | $ | 15,101 | $ | (1,927) | $ | (10,028) |
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | (1.31) | $ | 8.21 | $ | (1.47) | $ | (1.54) |
Weighted Average Membership Interests | 1,480 | 1,840 | 1,310 | 6,500 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-89
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 107 | Series Gallery Drop 108 | Series Gallery Drop 109 | Series Gallery Drop 110 | |||||
Operating Expense | ||||||||
Organizational Costs | $ | 1,835 | $ | 1,835 | $ | 1,835 | $ | 1,508 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 76 | 101 | 70 | 18 | ||||
Total Operating Expenses | 1,911 | 1,936 | 1,905 | 1,526 | ||||
Loss from Operations | (1,911) | (1,936) | (1,905) | (1,526) | ||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | - | - | 6,136 | ||||
Gain on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | - | (8,500) | - | ||||
Total Other Income/(Expenses) | - | - | (8,500) | 6,136 | ||||
Income/(Loss) Before Income Taxes | (1,911) | (1,936) | (10,405) | 4,610 | ||||
Provision for Income Taxes | 50 | 50 | 50 | 50 | ||||
Net Income/(Loss) | $ | (1,961) | $ | (1,986) | $ | (10,455) | $ | 4,560 |
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | (0.82) | $ | (0.63) | $ | (3.23) | $ | 4.30 |
Weighted Average Membership Interests | 2,380 | 3,170 | 3,240 | 1,060 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-90
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 111 | Series Gallery Drop 112 | Series Gallery Drop 113 | Series Gallery Drop 114 | |||||
Operating Expense | ||||||||
Organizational Costs | $ | 1,836 | $ | 1,836 | $ | 1,836 | $ | 1,836 |
Sourcing Fees | - | - | - | - | ||||
Transportation, Storage and Insurance | 63 | 251 | 194 | 45 | ||||
Total Operating Expenses | 1,899 | 2,087 | 2,030 | 1,881 | ||||
Loss from Operations | (1,899) | (2,087) | (2,030) | (1,881) | ||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Promissory Note | - | - | - | - | ||||
(Loss) on Impairment | - | - | - | - | ||||
Total Other Income/(Expenses) | - | - | - | - | ||||
Income/(Loss) Before Income Taxes | (1,899) | (2,087) | (2,030) | (1,881) | ||||
Provision for Income Taxes | 50 | 50 | 50 | 50 | ||||
Net Income/(Loss) | $ | (1,949) | $ | (2,137) | $ | (2,080) | $ | (1,931) |
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | (1.03) | $ | (0.28) | $ | (0.36) | $ | (1.43) |
Weighted Average Membership Interests | 1,890 | 7,500 | 5,790 | 1,350 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-91
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 115 | Series Gallery Drop 116 | Series Gallery Drop 117 | Series Gallery Drop 118 | |||||
Operating Expense | ||||||||
Organizational Costs | $ | 1,836 | $ | 1,837 | $ | 497 | $ | - |
Sourcing Fees | - | 8,464 | 3,514 | - | ||||
Transportation, Storage and Insurance | 55 | 754 | 298 | 47 | ||||
Total Operating Expenses | 1,891 | 11,055 | 4,309 | 47 | ||||
Loss from Operations | (1,891) | (11,055) | (4,309) | (47) | ||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Promissory Note | - | - | - | 9,400 | ||||
(Loss) on Impairment | (6,100) | - | (11,800) | - | ||||
Total Other Income/(Expenses) | (6,100) | - | (11,800) | 9,400 | ||||
Income/(Loss) Before Income Taxes | (7,991) | (11,055) | (16,109) | 9,353 | ||||
Provision for Income Taxes | 50 | - | 50 | - | ||||
Net Income/(Loss) | $ | (8,041) | $ | (11,055) | $ | (16,159) | $ | 9,353 |
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | (4.87) | $ | (0.05) | $ | (0.17) | $ | - |
Weighted Average Membership Interests | 1,650 | 236,800 | 93,700 | - |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-92
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 119 | Series Gallery Drop 120 | Series Gallery Drop 121 | Series Gallery Drop 122 | |||||
Operating Expense | ||||||||
Organizational Costs | $ | 1,837 | $ | - | $ | 1,837 | $ | 1,837 |
Sourcing Fees | 3,416 | - | 1,054 | 4,127 | ||||
Transportation, Storage and Insurance | 281 | 44 | 289 | 600 | ||||
Total Operating Expenses | 5,534 | 44 | 3,180 | 6,564 | ||||
Loss from Operations | (5,534) | (44) | (3,180) | (6,564) | ||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Promissory Note | �� | |||||||
(Loss) on Impairment | - | - | - | - | ||||
Total Other Income/(Expenses) | - | - | - | - | ||||
Income/(Loss) Before Income Taxes | (5,534) | (44) | (3,180) | (6,564) | ||||
Provision for Income Taxes | 50 | 25 | 50 | 50 | ||||
Net Income/(Loss) | $ | (5,584) | $ | (69) | $ | (3,230) | $ | (6,614) |
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | (0.06) | $ | - | $ | (0.10) | $ | (0.06) |
Weighted Average Membership Interests | 88,400 | - | 32,800 | 115,800 |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-93
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 123 | Unallocated | Total Consolidated | ||||||
Operating Expense | ||||||||
Organizational Costs | $ | 1,837 | $ | - | $ | 194,130 | ||
Sourcing Fees | 1,714 | - | 22,289 | |||||
Transportation, Storage and Insurance | 223 | - | 21,525 | |||||
Total Operating Expenses | 3,774 | - | 237,944 | |||||
Loss from Operations | (3,774) | - | (237,944) | |||||
Other Income/(Expenses) | ||||||||
Gain on Sale of Asset | - | - | 244,879 | |||||
Gain on Cancellation of Promissory Note | 9,400 | |||||||
(Loss) on Impairment | - | - | (98,400) | |||||
Total Other Income/(Expenses) | - | - | 155,879 | |||||
Income/(Loss) Before Income Taxes | (3,774) | - | (82,065) | |||||
Provision for Income Taxes | 50 | - | 5,275 | |||||
Net Income/(Loss) | $ | (3,824) | $ | - | $ | (87,340) | ||
Basic and Diluted Earnings/(Loss) per Membership Interest | $ | (0.08) | $ | N/A | N/A | |||
Weighted Average Membership Interests | 46,800 | N/A | N/A |
See accompanying notes, which are an integral part of these consolidated financial statements. In the opinion of management, all adjustments necessary in order to make the interim consolidated financial statements not misleading have been included.
F-94
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)
Series #KW | Series Drop 002 | Series Drop 003 | Series Drop 004 | |||||
Balance, January 1, 2022 | $ | 234,897 | $ | 28,542 | $ | 31,789 | $ | 42,710 |
Membership Contribution | - | - | - | - | ||||
Less Brokerage Fees | - | - | - | - | ||||
Equity to Artist / Third Party | - | - | - | - | ||||
Capital Contribution | - | - | - | - | ||||
Distribution | - | - | - | - | ||||
Net Income / (Loss) | (2,757) | (2,062) | (2,075) | (2,110) | ||||
Balance, June 30, 2022 | $ | 232,140 | $ | 26,480 | $ | 29,714 | $ | 40,600 |
Balance, January 1, 2023 | $ | 230,531 | $ | - | $ | 28,587 | $ | - |
Membership Contributions | - | - | - | - | ||||
Less: Brokerage Fees | - | - | - | - | ||||
Capital Contributions | - | - | - | - | ||||
Distributions | - | - | - | - | ||||
Net Income/(Loss) | (2,126) | - | (19,692) | - | ||||
Balance, June 30, 2023 | $ | 228,405 | $ | - | $ | 8,895 | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-95
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)
Series Drop 005 | Series Drop 008 | Series Drop 009 | Series Drop 010 | |||||
Balance, January 1, 2022 | $ | 87,590 | $ | 33,533 | $ | 307,443 | $ | 21,843 |
Membership Contribution | - | - | - | - | ||||
Less Brokerage Fees | - | - | - | - | ||||
Equity to Artist / Third Party | - | - | - | - | ||||
Capital Contribution | - | - | - | - | ||||
Distribution | - | - | - | - | ||||
Net Income / (Loss) | (2,263) | (2,078) | (3,000) | (2,041) | ||||
Balance, June 30, 2022 | $ | 85,327 | $ | 31,455 | $ | 304,443 | $ | 19,802 |
Balance, January 1, 2023 | $ | 74,318 | $ | - | $ | - | $ | - |
Membership Contributions | - | - | - | - | ||||
Less: Brokerage Fees | - | - | - | - | ||||
Capital Contributions | - | - | - | - | ||||
Distributions | - | - | - | - | ||||
Net Income/(Loss) | (1,719) | - | - | - | ||||
Balance, June 30, 2023 | $ | 72,599 | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-96
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)
Series Gallery Drop 011 | Series Gallery Drop 012 | Series Gallery Drop 013 | Series Gallery Drop 014 | |||||
Balance, January 1, 2022 | $ | 20,939 | $ | 139,119 | $ | 82,438 | $ | 27,923 |
Membership Contribution | - | - | - | - | ||||
Less Brokerage Fees | - | - | - | - | ||||
Equity to Artist / Third Party | - | - | - | - | ||||
Capital Contribution | - | - | - | - | ||||
Distribution | - | - | - | - | ||||
Net Income / (Loss) | (2,038) | (2,430) | (2,243) | (2,062) | ||||
Balance, June 30, 2022 | $ | 18,901 | $ | 136,689 | $ | 80,195 | $ | 25,861 |
Balance, January 1, 2023 | $ | 17,800 | $ | 135,311 | $ | 78,949 | $ | - |
Membership Contributions | - | - | - | - | ||||
Less: Brokerage Fees | - | - | - | - | ||||
Capital Contributions | - | - | - | - | ||||
Distributions | - | - | - | - | ||||
Net Income/(Loss) | (1,542) | (1,860) | (1,708) | - | ||||
Balance, June 30, 2023 | $ | 16,258 | $ | 133,451 | $ | 77,241 | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-97
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)
Series Gallery Drop 015 | Series Gallery Drop 016 | Series Gallery Drop 017 | Series Gallery Drop 018 | |||||
Balance, January 1, 2022 | $ | 22,618 | $ | 17,619 | $ | 47,401 | $ | 9,626 |
Membership Contribution | - | - | - | - | ||||
Less Brokerage Fees | - | - | - | - | ||||
Equity to Artist / Third Party | - | - | - | - | ||||
Capital Contribution | - | - | - | - | ||||
Distribution | - | - | - | - | ||||
Net Income / (Loss) | (2,044) | (2,026) | (2,127) | (2,000) | ||||
Balance, June 30, 2022 | $ | 20,574 | $ | 15,593 | $ | 45,274 | $ | 7,626 |
Balance, January 1, 2023 | $ | - | $ | - | $ | 44,111 | $ | (2,974) |
Membership Contributions | - | - | - | - | ||||
Less: Brokerage Fees | - | - | - | - | ||||
Capital Contributions | - | - | - | 2,974 | ||||
Distributions | - | - | - | - | ||||
Net Income/(Loss) | - | - | (1,614) | - | ||||
Balance, June 30, 2023 | $ | - | $ | - | $ | 42,497 | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-98
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)
Series Gallery Drop 019 | Series Gallery Drop 020 | Series Gallery Drop 021 | Series Gallery Drop 022 | |||||
Balance, January 1, 2022 | $ | 16,793 | $ | 6 | $ | 24,545 | $ | 28,583 |
Membership Contribution | - | - | - | - | ||||
Less Brokerage Fees | - | - | - | - | ||||
Equity to Artist / Third Party | - | - | - | - | ||||
Capital Contribution | - | (6) | (1) | - | ||||
Distribution | - | - | - | - | ||||
Net Income / (Loss) | (2,024) | - | (2,050) | (2,061) | ||||
Balance, June 30, 2022 | $ | 14,769 | $ | - | $ | 22,494 | $ | 26,522 |
Balance, January 1, 2023 | $ | - | $ | - | $ | - | $ | - |
Membership Contributions | - | - | - | - | ||||
Less: Brokerage Fees | - | - | - | - | ||||
Capital Contributions | - | - | - | - | ||||
Distributions | - | - | - | - | ||||
Net Income/(Loss) | - | - | - | - | ||||
Balance, June 30, 2023 | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-99
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)
Series Gallery Drop 023 | Series Gallery Drop 024 | Series Gallery Drop 026 | Series Gallery Drop 028 | |||||
Balance, January 1, 2022 | $ | 13,027 | $ | 20,995 | $ | 92,807 | $ | 16,508 |
Membership Contribution | - | - | - | - | ||||
Less Brokerage Fees | - | - | - | - | ||||
Equity to Artist / Third Party | - | - | - | - | ||||
Capital Contribution | - | - | 4,078 | - | ||||
Distribution | - | - | (200,000) | - | ||||
Net Income / (Loss) | (2,011) | (2,038) | 103,115 | (2,023) | ||||
Balance, June 30, 2022 | $ | 11,016 | $ | 18,957 | $ | - | $ | 14,485 |
Balance, January 1, 2023 | $ | (2,933) | $ | (981) | $ | - | $ | - |
Membership Contributions | - | - | - | - | ||||
Less: Brokerage Fees | - | - | - | - | ||||
Capital Contributions | 2,933 | 981 | - | - | ||||
Distributions | - | - | - | - | ||||
Net Income/(Loss) | - | - | - | - | ||||
Balance, June 30, 2023 | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-100
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)
Series Gallery Drop 029 | Series Gallery Drop 030 | Series Gallery Drop 031 | Series Gallery Drop 032 | |||||
Balance, January 1, 2022 | $ | 51,219 | $ | 22,001 | $ | 42,209 | $ | 2,897 |
Membership Contribution | - | - | - | - | ||||
Less Brokerage Fees | - | - | - | - | ||||
Equity to Artist / Third Party | - | - | - | - | ||||
Capital Contribution | - | - | - | - | ||||
Distribution | - | - | - | - | ||||
Net Income / (Loss) | (2,140) | (2,041) | (2,108) | (1,977) | ||||
Balance, June 30, 2022 | $ | 49,079 | $ | 19,960 | $ | 40,101 | $ | 920 |
Balance, January 1, 2023 | $ | - | $ | 18,646 | $ | 38,952 | $ | - |
Membership Contributions | - | - | - | - | ||||
Less: Brokerage Fees | - | - | - | - | ||||
Capital Contributions | - | - | - | - | ||||
Distributions | - | - | - | - | ||||
Net Income/(Loss) | - | (1,544) | (1,598) | - | ||||
Balance, June 30, 2023 | $ | - | $ | 17,102 | $ | 37,354 | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-101
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)
Series Gallery Drop 033 | Series Gallery Drop 034 | Series Gallery Drop 035 | Series Gallery Drop 036 | |||||
Balance, January 1, 2022 | $ | 19,906 | $ | 411,808 | $ | 40,231 | $ | 46,104 |
Membership Contribution | - | - | - | - | ||||
Less Brokerage Fees | - | - | - | - | ||||
Equity to Artist / Third Party | - | - | - | - | ||||
Capital Contribution | - | - | - | - | ||||
Distribution | - | - | - | - | ||||
Net Income / (Loss) | (2,033) | (3,318) | (2,205) | (2,122) | ||||
Balance, June 30, 2022 | $ | 17,873 | $ | 408,490 | $ | 38,026 | $ | 43,982 |
Balance, January 1, 2023 | $ | - | $ | 406,460 | $ | - | $ | - |
Membership Contributions | - | - | - | - | ||||
Less: Brokerage Fees | - | - | - | - | ||||
Capital Contributions | - | - | - | - | ||||
Distributions | - | - | - | - | ||||
Net Income/(Loss) | - | (2,609) | - | - | ||||
Balance, June 30, 2023 | $ | - | $ | 403,851 | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-102
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)
Series Gallery Drop 037 | Series Gallery Drop 038 | Series Gallery Drop 039 | Series Gallery Drop 040 | |||||
Balance, January 1, 2022 | $ | 22,798 | $ | 69,843 | $ | 60,068 | $ | 31,560 |
Membership Contribution | - | - | - | - | ||||
Less Brokerage Fees | - | - | - | - | ||||
Equity to Artist / Third Party | - | - | - | - | ||||
Capital Contribution | - | - | - | - | ||||
Distribution | - | - | - | - | ||||
Net Income / (Loss) | (2,044) | (2,204) | (2,170) | (2,072) | ||||
Balance, June 30, 2022 | $ | 20,754 | $ | 67,639 | $ | 57,898 | $ | 29,488 |
Balance, January 1, 2023 | $ | - | $ | - | $ | 56,704 | $ | - |
Membership Contributions | - | - | - | - | ||||
Less: Brokerage Fees | - | - | - | - | ||||
Capital Contributions | - | - | - | - | ||||
Distributions | - | - | - | - | ||||
Net Income/(Loss) | - | - | (1,649) | - | ||||
Balance, June 30, 2023 | $ | - | $ | - | $ | 55,055 | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-103
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)
Series Gallery Drop 041 | Series Gallery Drop 042 | Series Gallery Drop 043 | Series Gallery Drop 044 | |||||
Balance, January 1, 2022 | $ | 3,123 | $ | 18,019 | $ | 38,362 | $ | 675,817 |
Membership Contribution | - | - | - | - | ||||
Less Brokerage Fees | - | - | - | - | ||||
Equity to Artist / Third Party | - | - | - | - | ||||
Capital Contribution | - | - | - | - | ||||
Distribution | - | - | - | - | ||||
Net Income / (Loss) | (1,978) | (2,028) | (8,872) | (4,139) | ||||
Balance, June 30, 2022 | $ | 1,145 | $ | 15,991 | $ | 29,490 | $ | 671,678 |
Balance, January 1, 2023 | $ | - | $ | - | $ | - | $ | 671,678 |
Membership Contributions | - | - | - | - | ||||
Less: Brokerage Fees | - | - | - | - | ||||
Capital Contributions | - | - | - | - | ||||
Distributions | - | - | - | - | ||||
Net Income/(Loss) | - | - | - | (3,249) | ||||
Balance, June 30, 2023 | $ | - | $ | - | $ | - | $ | 668,429 |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-104
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)
Series Gallery Drop 045 | Series Gallery Drop 046 | Series Gallery Drop 047 | Series Gallery Drop 048 | |||||
Balance, January 1, 2022 | $ | 685,050 | $ | 49,664 | $ | 28,165 | $ | 55,715 |
Membership Contribution | - | - | - | - | ||||
Less Brokerage Fees | - | - | - | - | ||||
Equity to Artist / Third Party | - | - | - | - | ||||
Capital Contribution | - | - | - | - | ||||
Distribution | (685,050) | - | - | - | ||||
Net Income / (Loss) | - | (2,030) | (1,982) | (2,074) | ||||
Balance, June 30, 2022 | $ | - | $ | 47,634 | $ | 26,183 | $ | 53,641 |
Balance, January 1, 2023 | $ | - | $ | 40,013 | $ | (10,158) | $ | 30,312 |
Membership Contributions | - | - | - | - | ||||
Less: Brokerage Fees | - | - | - | - | ||||
Capital Contributions | - | - | - | - | ||||
Distributions | - | - | - | - | ||||
Net Income/(Loss) | - | (1,614) | - | (7,523) | ||||
Balance, June 30, 2023 | $ | - | $ | 38,399 | $ | (10,158) | $ | 22,789 |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-105
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)
Series Gallery Drop 049 | Series Gallery Drop 050 | Series Gallery Drop 051 | Series Gallery Drop 052 | |||||
Balance, January 1, 2022 | $ | 212,609 | $ | 26,528 | $ | 28,051 | $ | 7,515 |
Membership Contribution | - | - | - | - | ||||
Less Brokerage Fees | - | - | - | - | ||||
Equity to Artist / Third Party | - | - | - | - | ||||
Capital Contribution | - | - | - | - | ||||
Distribution | - | - | - | - | ||||
Net Income / (Loss) | (2,605) | (1,970) | (1,983) | (1,916) | ||||
Balance, June 30, 2022 | $ | 210,004 | $ | 24,558 | $ | 26,068 | $ | 5,599 |
Balance, January 1, 2023 | $ | 208,448 | $ | - | $ | 22,252 | $ | - |
Membership Contributions | - | - | - | - | ||||
Less: Brokerage Fees | - | - | - | - | ||||
Capital Contributions | - | - | - | - | ||||
Distributions | - | - | - | - | ||||
Net Income/(Loss) | (112,540) | - | (5,157) | - | ||||
Balance, June 30, 2023 | $ | 95,908 | $ | - | $ | 17,095 | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-106
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)
Series Gallery Drop 053 | Series Gallery Drop 054 | Series Gallery Drop 055 | Series Gallery Drop 056 | |||||
Balance, January 1, 2022 | $ | 40,778 | $ | 17,074 | $ | 44,022 | $ | 19,141 |
Membership Contribution | - | - | - | - | ||||
Less Brokerage Fees | - | - | - | - | ||||
Equity to Artist / Third Party | - | - | - | - | ||||
Capital Contribution | - | - | - | - | ||||
Distribution | - | - | - | - | ||||
Net Income / (Loss) | (2,147) | (1,946) | (2,037) | (1,953) | ||||
Balance, June 30, 2022 | $ | 38,631 | $ | 15,128 | $ | 41,985 | $ | 17,188 |
Balance, January 1, 2023 | $ | - | $ | - | $ | - | $ | - |
Membership Contributions | - | - | - | - | ||||
Less: Brokerage Fees | - | - | - | - | ||||
Capital Contributions | - | - | - | - | ||||
Distributions | - | - | - | - | ||||
Net Income/(Loss) | - | - | - | - | ||||
Balance, June 30, 2023 | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-107
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)
Series Gallery Drop 057 | Series Gallery Drop 058 | Series Gallery Drop 059 | Series Gallery Drop 060 | |||||
Balance, January 1, 2022 | $ | 7,757 | $ | 15,846 | $ | 72,661 | $ | 47,406 |
Membership Contribution | - | - | - | - | ||||
Less Brokerage Fees | - | - | - | - | ||||
Equity to Artist / Third Party | - | - | - | - | ||||
Capital Contribution | - | - | - | 2,935 | ||||
Distribution | - | - | - | (140,050) | ||||
Net Income / (Loss) | (1,943) | (6,757) | (2,133) | 89,709 | ||||
Balance, June 30, 2022 | $ | 5,814 | $ | 9,089 | $ | 70,528 | $ | - |
Balance, January 1, 2023 | $ | - | $ | - | $ | 69,307 | $ | (22,526) |
Membership Contributions | - | - | - | - | ||||
Less: Brokerage Fees | - | - | - | - | ||||
Capital Contributions | - | - | - | 22,526 | ||||
Distributions | - | - | - | - | ||||
Net Income/(Loss) | - | - | (1,680) | - | ||||
Balance, June 30, 2023 | $ | - | $ | - | $ | 67,627 | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-108
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)
Series Gallery Drop 061 | Series Gallery Drop 062 | Series Gallery Drop 063 | Series Gallery Drop 064 | |||||
Balance, January 1, 2022 | $ | 21,023 | $ | 14,464 | $ | 19,042 | $ | 30,984 |
Membership Contribution | - | - | - | - | ||||
Less Brokerage Fees | - | - | - | - | ||||
Equity to Artist / Third Party | - | - | - | - | ||||
Capital Contribution | - | - | - | - | ||||
Distribution | - | - | - | - | ||||
Net Income / (Loss) | (1,960) | (1,938) | (1,953) | (1,993) | ||||
Balance, June 30, 2022 | $ | 19,063 | $ | 12,526 | $ | 17,089 | $ | 28,991 |
Balance, January 1, 2023 | $ | - | $ | (766) | $ | 15,996 | $ | 15,913 |
Membership Contributions | - | - | - | - | ||||
Less: Brokerage Fees | - | - | - | - | ||||
Capital Contributions | - | 766 | - | - | ||||
Distributions | - | - | - | - | ||||
Net Income/(Loss) | - | - | (3,334) | (2,268) | ||||
Balance, June 30, 2023 | $ | - | $ | - | $ | 12,662 | $ | 13,645 |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-109
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)
Series Gallery Drop 065 | Series Gallery Drop 066 | Series Gallery Drop 067 | Series Gallery Drop 068 | |||||
Balance, January 1, 2022 | $ | 24,141 | $ | 58,707 | $ | 58,852 | $ | 23,023 |
Membership Contribution | - | - | - | - | ||||
Less Brokerage Fees | - | - | - | - | ||||
Equity to Artist / Third Party | - | - | - | - | ||||
Capital Contribution | - | - | - | - | ||||
Distribution | - | - | - | - | ||||
Net Income / (Loss) | (1,953) | (2,188) | (2,086) | (3,766) | ||||
Balance, June 30, 2022 | $ | 22,188 | $ | 56,519 | $ | 56,766 | $ | 19,257 |
Balance, January 1, 2023 | $ | - | $ | 55,330 | $ | - | $ | - |
Membership Contributions | - | - | - | - | ||||
Less: Brokerage Fees | - | - | - | - | ||||
Capital Contributions | - | - | - | - | ||||
Distributions | - | - | - | - | ||||
Net Income/(Loss) | - | (1,643) | - | - | ||||
Balance, June 30, 2023 | $ | - | $ | 53,687 | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-110
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)
Series Gallery Drop 069 | Series Gallery Drop 070 | Series Gallery Drop 071 | Series Gallery Drop 072 | |||||
Balance, January 1, 2022 | $ | 30,499 | $ | 27,829 | $ | 98,819 | $ | 255,148 |
Membership Contribution | - | - | - | - | ||||
Less Brokerage Fees | - | - | - | - | ||||
Equity to Artist / Third Party | - | - | - | - | ||||
Capital Contribution | - | - | - | - | ||||
Distribution | - | - | - | - | ||||
Net Income / (Loss) | (5,804) | (1,991) | (2,137) | (2,824) | ||||
Balance, June 30, 2022 | $ | 24,695 | $ | 25,838 | $ | 96,682 | $ | 252,324 |
Balance, January 1, 2023 | $ | - | $ | - | $ | 73,266 | $ | - |
Membership Contributions | - | - | - | - | ||||
Less: Brokerage Fees | - | - | - | - | ||||
Capital Contributions | - | - | - | - | ||||
Distributions | - | - | - | - | ||||
Net Income/(Loss) | - | - | (1,691) | - | ||||
Balance, June 30, 2023 | $ | - | $ | - | $ | 71,575 | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-111
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)
Series Gallery Drop 073 | Series Gallery Drop 074 | Series Gallery Drop 075 | Series Gallery Drop 076 | |||||
Balance, January 1, 2022 | $ | 26,947 | $ | 14,189 | $ | 54,975 | $ | 8,262 |
Membership Contribution | - | - | - | - | ||||
Less Brokerage Fees | - | - | - | - | ||||
Equity to Artist / Third Party | - | - | - | - | ||||
Capital Contribution | - | - | - | - | ||||
Distribution | - | - | - | - | ||||
Net Income / (Loss) | (2,033) | (1,956) | (1,591) | (2,071) | ||||
Balance, June 30, 2022 | $ | 24,914 | $ | 12,233 | $ | 53,384 | $ | 6,191 |
Balance, January 1, 2023 | $ | - | $ | - | $ | 1,748 | $ | - |
Membership Contributions | - | - | - | - | ||||
Less: Brokerage Fees | - | - | - | - | ||||
Capital Contributions | - | - | 2,391 | - | ||||
Distributions | - | - | (4,139) | - | ||||
Net Income/(Loss) | - | - | - | - | ||||
Balance, June 30, 2023 | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-112
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)
Series Gallery Drop 077 | Series Gallery Drop 078 | Series Gallery Drop 079 | Series Gallery Drop 080 | |||||
Balance, January 1, 2022 | $ | 18,201 | $ | 19,989 | $ | 19,179 | $ | 14,105 |
Membership Contribution | - | - | - | - | ||||
Less Brokerage Fees | - | - | - | - | ||||
Equity to Artist / Third Party | - | - | - | - | ||||
Capital Contribution | - | - | - | - | ||||
Distribution | - | - | - | - | ||||
Net Income / (Loss) | (2,010) | (1,955) | (1,953) | (1,936) | ||||
Balance, June 30, 2022 | $ | 16,191 | $ | 18,034 | $ | 17,226 | $ | 12,169 |
Balance, January 1, 2023 | $ | - | $ | - | $ | - | $ | (2,547) |
Membership Contributions | - | - | - | - | ||||
Less: Brokerage Fees | - | - | - | - | ||||
Capital Contributions | - | - | - | 2,547 | ||||
Distributions | - | - | - | - | ||||
Net Income/(Loss) | - | - | - | - | ||||
Balance, June 30, 2023 | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-113
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)
Series Gallery Drop 082 | Series Gallery Drop 083 | Series Gallery Drop 086 | Series Gallery Drop 089 | |||||
Balance, January 1, 2022 | $ | 78,796 | $ | 22,662 | $ | 341,087 | $ | 23,007 |
Membership Contribution | - | - | - | - | ||||
Less Brokerage Fees | - | - | - | - | ||||
Equity to Artist / Third Party | - | - | - | - | ||||
Capital Contribution | 2,702 | - | - | - | ||||
Distribution | (105,000) | - | - | - | ||||
Net Income / (Loss) | 23,502 | (2,036) | (2,184) | (21,065) | ||||
Balance, June 30, 2022 | $ | - | $ | 20,626 | $ | 338,903 | $ | 1,942 |
Balance, January 1, 2023 | $ | (4,886) | $ | - | $ | - | $ | - |
Membership Contributions | - | - | - | - | ||||
Less: Brokerage Fees | - | - | - | - | ||||
Capital Contributions | 4,886 | - | - | - | ||||
Distributions | - | - | - | - | ||||
Net Income/(Loss) | - | - | - | - | ||||
Balance, June 30, 2023 | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-114
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)
Series Gallery Drop 091 | Series Gallery Drop 093 | Series Gallery Drop 094 | Series Gallery Drop 095 | |||||
Balance, January 1, 2022 | $ | 17,685 | $ | 42,480 | $ | 21,178 | $ | 33,701 |
Membership Contribution | - | - | - | - | ||||
Less Brokerage Fees | - | - | - | - | ||||
Equity to Artist / Third Party | - | - | - | - | ||||
Capital Contribution | - | - | - | - | ||||
Distribution | - | - | - | - | ||||
Net Income / (Loss) | (1,491) | (15,431) | (1,957) | (2,037) | ||||
Balance, June 30, 2022 | $ | 16,194 | $ | 27,049 | $ | 19,221 | $ | 31,664 |
Balance, January 1, 2023 | $ | - | $ | - | $ | - | $ | - |
Membership Contributions | - | - | - | - | ||||
Less: Brokerage Fees | - | - | - | - | ||||
Capital Contributions | - | - | - | - | ||||
Distributions | - | - | - | - | ||||
Net Income/(Loss) | - | - | - | - | ||||
Balance, June 30, 2023 | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-115
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)
Series Gallery Drop 096 | Series Gallery Drop 098 | Series Gallery Drop 099 | Series Gallery Drop 100 | |||||
Balance, January 1, 2022 | $ | 20,060 | $ | 13,152 | $ | 129,368 | $ | 16,651 |
Membership Contribution | - | - | - | - | ||||
Less Brokerage Fees | - | - | - | - | ||||
Equity to Artist / Third Party | - | - | - | - | ||||
Capital Contribution | - | - | - | - | ||||
Distribution | - | - | - | - | ||||
Net Income / (Loss) | (10,582) | (1,932) | (2,322) | (7,747) | ||||
Balance, June 30, 2022 | $ | 9,478 | $ | 11,220 | $ | 127,046 | $ | 8,904 |
Balance, January 1, 2023 | $ | - | $ | - | $ | 125,691 | $ | - |
Membership Contributions | - | - | - | - | ||||
Less: Brokerage Fees | - | - | - | - | ||||
Capital Contributions | - | - | - | - | ||||
Distributions | - | - | - | - | ||||
Net Income/(Loss) | - | - | (1,834) | - | ||||
Balance, June 30, 2023 | $ | - | $ | - | $ | 123,857 | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-116
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)
Series Gallery Drop 101 | Series Gallery Drop 102 | Series Gallery Drop 103 | Series Gallery Drop 104 | |||||
Balance, January 1, 2022 | $ | 178,763 | $ | 8,545 | $ | 17,108 | $ | 11,687 |
Membership Contribution | - | - | - | - | ||||
Less Brokerage Fees | - | - | - | - | ||||
Equity to Artist / Third Party | - | - | - | - | ||||
Capital Contribution | - | - | 2,841 | - | ||||
Distribution | - | - | (35,050) | - | ||||
Net Income / (Loss) | (2,346) | (1,932) | 15,101 | (1,927) | ||||
Balance, June 30, 2022 | $ | 176,417 | $ | 6,613 | $ | - | $ | 9,760 |
Balance, January 1, 2023 | $ | 174,944 | $ | - | $ | (3,615) | $ | (2,463) |
Membership Contributions | - | - | - | - | ||||
Less: Brokerage Fees | - | - | - | - | ||||
Capital Contributions | - | - | 3,615 | 2,463 | ||||
Distributions | - | - | - | - | ||||
Net Income/(Loss) | (1,969) | - | - | - | ||||
Balance, June 30, 2023 | $ | 172,975 | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-117
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)
Series Gallery Drop 105 | Series Gallery Drop 107 | Series Gallery Drop 108 | Series Gallery Drop 109 | |||||
Balance, January 1, 2022 | $ | 42,316 | $ | 21,755 | $ | 29,625 | $ | 30,263 |
Membership Contribution | - | - | - | - | ||||
Less Brokerage Fees | - | - | - | - | ||||
Equity to Artist / Third Party | - | - | - | - | ||||
Capital Contribution | - | - | - | - | ||||
Distribution | - | - | - | - | ||||
Net Income / (Loss) | (10,028) | (1,961) | (1,986) | (10,455) | ||||
Balance, June 30, 2022 | $ | 32,288 | $ | 19,794 | $ | 27,639 | $ | 19,808 |
Balance, January 1, 2023 | $ | (1,045) | $ | - | $ | - | $ | - |
Membership Contributions | - | - | - | - | ||||
Less: Brokerage Fees | - | - | - | - | ||||
Capital Contributions | 1,045 | - | - | - | ||||
Distributions | - | - | - | - | ||||
Net Income/(Loss) | - | - | - | - | ||||
Balance, June 30, 2023 | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-118
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)
Series Gallery Drop 110 | Series Gallery Drop 111 | Series Gallery Drop 112 | Series Gallery Drop 113 | |||||
Balance, January 1, 2022 | $ | 9,718 | $ | 17,637 | $ | 71,270 | $ | 54,439 |
Membership Contribution | - | - | - | - | ||||
Less Brokerage Fees | - | - | - | - | ||||
Equity to Artist / Third Party | - | - | - | - | ||||
Capital Contribution | 2,006 | - | - | - | ||||
Distribution | (16,284) | - | - | - | ||||
Net Income / (Loss) | 4,560 | (1,949) | (2,137) | (2,080) | ||||
Balance, June 30, 2022 | $ | - | $ | 15,688 | $ | 69,133 | $ | 52,359 |
Balance, January 1, 2023 | $ | (951) | $ | - | $ | - | $ | 8,288 |
Membership Contributions | - | - | - | - | ||||
Less: Brokerage Fees | - | - | - | - | ||||
Capital Contributions | 951 | - | - | 3,060 | ||||
Distributions | - | - | - | (11,348) | ||||
Net Income/(Loss) | - | - | - | - | ||||
Balance, June 30, 2023 | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-119
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)
Series Gallery Drop 114 | Series Gallery Drop 115 | Series Gallery Drop 116 | Series Gallery Drop 117 | |||||
Balance, January 1, 2022 | $ | 12,470 | $ | 15,349 | $ | 395 | $ | (16,351) |
Membership Contribution | - | - | 236,800 | 93,700 | ||||
Less Brokerage Fees | - | - | (2,368) | (937) | ||||
Equity to Artist / Third Party | - | - | - | - | ||||
Capital Contribution | - | - | (395) | (149) | ||||
Distribution | - | - | - | - | ||||
Net Income / (Loss) | (1,931) | (8,041) | (11,055) | (16,159) | ||||
Balance, June 30, 2022 | $ | 10,539 | $ | 7,308 | $ | 223,377 | $ | 60,104 |
Balance, January 1, 2023 | $ | - | $ | - | $ | 158,402 | $ | 57,206 |
Membership Contributions | - | - | - | - | ||||
Less: Brokerage Fees | - | - | - | - | ||||
Capital Contributions | - | - | - | - | ||||
Distributions | - | - | - | - | ||||
Net Income/(Loss) | - | - | (2,060) | (32,981) | ||||
Balance, June 30, 2023 | $ | - | $ | - | $ | 156,342 | $ | 24,225 |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-120
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)
Series Gallery Drop 118 | Series Gallery Drop 119 | Series Gallery Drop 120 | Series Gallery Drop 121 | |||||
Balance, January 1, 2022 | $ | (9,352) | $ | 140 | $ | 99 | $ | 52 |
Membership Contribution | - | 88,400 | - | 32,800 | ||||
Less Brokerage Fees | - | (884) | - | (328) | ||||
Equity to Artist / Third Party | - | - | - | - | ||||
Capital Contribution | (1) | (140) | (30) | (52) | ||||
Distribution | - | - | - | - | ||||
Net Income / (Loss) | 9,353 | (5,584) | (69) | (3,230) | ||||
Balance, June 30, 2022 | $ | - | $ | 81,932 | $ | - | $ | 29,242 |
Balance, January 1, 2023 | $ | - | $ | 26,004 | $ | - | $ | - |
Membership Contributions | - | - | - | - | ||||
Less: Brokerage Fees | - | - | - | - | ||||
Capital Contributions | - | 3,168 | - | - | ||||
Distributions | - | (29,172) | - | - | ||||
Net Income/(Loss) | - | - | - | - | ||||
Balance, June 30, 2023 | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-121
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED)
Series Gallery Drop 122 | Series Gallery Drop 123 | Unallocated | Total Consolidated | |||||
Balance, January 1, 2022 | $ | 115,984 | $ | 74 | $ | (23,747) | $ | 6,469,685 |
Membership Contribution | - | 46,800 | - | 498,500 | ||||
Less Brokerage Fees | (1,158) | (468) | - | (6,143) | ||||
Equity to Artist / Third Party | - | - | - | - | ||||
Capital Contribution | (184) | (74) | 23,747 | 37,277 | ||||
Distribution | - | - | - | (1,181,434) | ||||
Net Income / (Loss) | (6,614) | (3,824) | - | (87,340) | ||||
Balance, June 30, 2022 | $ | 108,028 | $ | 42,508 | $ | - | $ | 5,730,545 |
Balance, January 1, 2023 | $ | 106,721 | $ | 41,358 | $ | - | $ | 2,977,401 |
Membership Contributions | - | - | - | - | ||||
Less: Brokerage Fees | - | - | - | - | ||||
Capital Contributions | - | - | - | 54,306 | ||||
Distributions | - | - | - | (44,659) | ||||
Net Income/(Loss) | (1,779) | (1,600) | - | (220,583) | ||||
Balance, June 30, 2023 | $ | 104,942 | $ | 39,758 | $ | - | $ | 2,766,465 |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-122
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2023 (UNAUDITED)
Series #KW | Series Drop 003 | Series Drop 005 | Series Gallery Drop 011 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (2,126) | $ | (19,692) | $ | (1,719) | $ | (1,542) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
(Gain)/Loss on Sale of Asset | - | - | - | - | ||||
(Gain)/Loss on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Increase/(Decrease) in Income Tax Payable | - | - | - | - | ||||
Loss on Impairment | - | 18,000 | - | - | ||||
Total Adjustments | - | 18,000 | - | - | ||||
Net Cash Flows From Operating Activities: | (2,126) | (1,692) | (1,719) | (1,542) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Net Proceeds From/(Repayments to) Manager | 2,126 | 1,692 | 1,719 | 1,542 | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions, net | - | - | - | - | ||||
Distributions | - | - | - | - | ||||
Net Cash Flows From Financing Activities | 2,126 | 1,692 | 1,719 | 1,542 | ||||
Cash at Beginning of Period | 125 | 61 | 445 | 97 | ||||
Net Increase/(Decrease) In Cash | - | - | - | - | ||||
Cash at End of Period | $ | 125 | $ | 61 | $ | 445 | $ | 97 |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-123
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 012 | Series Gallery Drop 013 | Series Gallery Drop 017 | Series Gallery Drop 018 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (1,860) | $ | (1,708) | $ | (1,614) | $ | - |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
(Gain)/Loss on Sale of Asset | - | - | - | - | ||||
(Gain)/Loss on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Increase/(Decrease) in Income Tax Payable | - | - | - | (2,974) | ||||
Loss on Impairment | - | - | - | - | ||||
Total Adjustments | - | - | - | (2,974) | ||||
Net Cash Flows From Operating Activities: | (1,860) | (1,708) | (1,614) | (2,974) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Net Proceeds From/(Repayments to) Manager | 1,860 | 1,708 | 1,614 | - | ||||
Capital Contributions | - | - | - | 2,974 | ||||
Membership Contributions, net | - | - | - | - | ||||
Distributions | - | - | - | - | ||||
Net Cash Flows From Financing Activities | 1,860 | 1,708 | 1,614 | 2,974 | ||||
Cash at Beginning of Period | 2,494 | 388 | 259 | - | ||||
Net Increase/(Decrease) In Cash | - | - | - | - | ||||
Cash at End of Period | $ | 2,494 | $ | 388 | $ | 259 | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-124
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 023 | Series Gallery Drop 024 | Series Gallery Drop 030 | Series Gallery Drop 031 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | - | $ | - | $ | (1,544) | $ | (1,598) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
(Gain)/Loss on Sale of Asset | - | - | - | - | ||||
(Gain)/Loss on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Increase/(Decrease) in Income Tax Payable | (2,933) | (981) | - | - | ||||
Loss on Impairment | - | - | - | - | ||||
Total Adjustments | (2,933) | (981) | - | - | ||||
Net Cash Flows From Operating Activities: | (2,933) | (981) | (1,544) | (1,598) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Net Proceeds From/(Repayments to) Manager | - | - | 1,544 | 1,598 | ||||
Capital Contributions | 2,933 | 981 | - | - | ||||
Membership Contributions, net | - | - | - | - | ||||
Distributions | - | - | - | - | ||||
Net Cash Flows From Financing Activities | 2,933 | 981 | 1,544 | 1,598 | ||||
Cash at Beginning of Period | - | - | 169 | 294 | ||||
Net Increase/(Decrease) In Cash | - | - | - | - | ||||
Cash at End of Period | $ | - | $ | - | $ | 169 | $ | 294 |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-125
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 034 | Series Gallery Drop 039 | Series Gallery Drop 044 | Series Gallery Drop 046 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (2,609) | $ | (1,649) | $ | (3,249) | $ | (1,614) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
(Gain)/Loss on Sale of Asset | - | - | - | - | ||||
(Gain)/Loss on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | 3,249 | - | ||||
Increase/(Decrease) in Income Tax Payable | - | - | - | - | ||||
Loss on Impairment | - | - | - | - | ||||
Total Adjustments | - | - | 3,249 | - | ||||
Net Cash Flows From Operating Activities: | (2,609) | (1,649) | - | (1,614) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Net Proceeds From/(Repayments to) Manager | 2,609 | 1,649 | - | 1,614 | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions, net | - | - | - | - | ||||
Distributions | - | - | - | - | ||||
Net Cash Flows From Financing Activities | 2,609 | 1,649 | - | 1,614 | ||||
Cash at Beginning of Period | 2,940 | 62 | 50 | 50 | ||||
Net Increase/(Decrease) In Cash | - | - | - | - | ||||
Cash at End of Period | $ | 2,940 | $ | 62 | $ | 50 | $ | 50 |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-126
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 048 | Series Gallery Drop 049 | Series Gallery Drop 051 | Series Gallery Drop 059 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (7,523) | $ | (112,540) | $ | (5,157) | $ | (1,680) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
(Gain)/Loss on Sale of Asset | - | - | - | - | ||||
(Gain)/Loss on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Increase/(Decrease) in Income Tax Payable | - | - | - | - | ||||
Loss on Impairment | 5,900 | 110,476 | 3,600 | - | ||||
Total Adjustments | 5,900 | 110,476 | 3,600 | - | ||||
Net Cash Flows From Operating Activities: | (1,623) | (2,064) | (1,557) | (1,680) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Net Proceeds From/(Repayments to) Manager | 1,623 | 2,064 | 1,557 | 1,680 | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions, net | - | - | - | - | ||||
Distributions | - | - | - | - | ||||
Net Cash Flows From Financing Activities | 1,623 | 2,064 | 1,557 | 1,680 | ||||
Cash at Beginning of Period | 50 | 50 | 50 | 50 | ||||
Net Increase/(Decrease) In Cash | - | - | - | - | ||||
Cash at End of Period | $ | 50 | $ | 50 | $ | 50 | $ | 50 |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-127
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 060 | Series Gallery Drop 062 | Series Gallery Drop 063 | Series Gallery Drop 064 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | - | $ | - | $ | (3,334) | $ | (2,268) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
(Gain)/Loss on Sale of Asset | - | - | - | 850 | ||||
(Gain)/Loss on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Increase/(Decrease) in Income Tax Payable | (22,526) | (766) | - | - | ||||
Loss on Impairment | - | - | 1,800 | - | ||||
Total Adjustments | (22,526) | (766) | 1,800 | 850 | ||||
Net Cash Flows From Operating Activities: | (22,526) | (766) | (1,534) | (1,418) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | 19,250 | ||||
Net Cash Flows From Investing Activities | - | - | - | 19,250 | ||||
Cash Flows From Financing Activities: | ||||||||
Net Proceeds From/(Repayments to) Manager | - | - | 1,534 | 1,418 | ||||
Capital Contributions | 22,526 | 766 | - | - | ||||
Membership Contributions, net | - | - | - | - | ||||
Distributions | - | - | - | - | ||||
Net Cash Flows From Financing Activities | 22,526 | 766 | 1,534 | 1,418 | ||||
Cash at Beginning of Period | - | - | 50 | 50 | ||||
Net Increase/(Decrease) In Cash | - | - | - | 19,250 | ||||
Cash at End of Period | $ | - | $ | - | $ | 50 | $ | 19,300 |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-128
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 066 | Series Gallery Drop 071 | Series Gallery Drop 075 | Series Gallery Drop 080 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (1,643) | $ | (1,691) | $ | - | $ | - |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
(Gain)/Loss on Sale of Asset | - | - | - | - | ||||
(Gain)/Loss on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Increase/(Decrease) in Income Tax Payable | - | - | - | (2,547) | ||||
Loss on Impairment | - | - | - | - | ||||
Total Adjustments | - | - | - | (2,547) | ||||
Net Cash Flows From Operating Activities: | (1,643) | (1,691) | - | (2,547) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Net Proceeds From/(Repayments to) Manager | 1,643 | 1,691 | (2,427) | - | ||||
Capital Contributions | - | - | 2,391 | 2,547 | ||||
Membership Contributions, net | - | - | - | - | ||||
Distributions | - | - | (4,139) | - | ||||
Net Cash Flows From Financing Activities | 1,643 | 1,691 | (4,175) | 2,547 | ||||
Cash at Beginning of Period | 50 | 50 | 4,175 | - | ||||
Net Increase/(Decrease) In Cash | - | - | (4,175) | - | ||||
Cash at End of Period | $ | 50 | $ | 50 | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-129
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 082 | Series Gallery Drop 099 | Series Gallery Drop 101 | Series Gallery Drop 103 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | - | $ | (1,834) | $ | (1,969) | $ | - |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
(Gain)/Loss on Sale of Asset | - | - | - | - | ||||
(Gain)/Loss on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Increase/(Decrease) in Income Tax Payable | (4,886) | - | - | (3,615) | ||||
Loss on Impairment | - | - | - | - | ||||
Total Adjustments | (4,886) | - | - | (3,615) | ||||
Net Cash Flows From Operating Activities: | (4,886) | (1,834) | (1,969) | (3,615) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Net Proceeds From/(Repayments to) Manager | - | 1,834 | 1,969 | - | ||||
Capital Contributions | 4,886 | - | - | 3,615 | ||||
Membership Contributions, net | - | - | - | - | ||||
Distributions | - | - | - | - | ||||
Net Cash Flows From Financing Activities | 4,886 | 1,834 | 1,969 | 3,615 | ||||
Cash at Beginning of Period | - | 50 | 50 | - | ||||
Net Increase/(Decrease) In Cash | - | - | - | - | ||||
Cash at End of Period | $ | - | $ | 50 | $ | 50 | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-130
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 104 | Series Gallery Drop 105 | Series Gallery Drop 110 | Series Gallery Drop 113 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | - | $ | - | $ | - | $ | - |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
(Gain)/Loss on Sale of Asset | - | - | - | - | ||||
(Gain)/Loss on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Increase/(Decrease) in Income Tax Payable | (2,463) | (1,045) | (951) | - | ||||
Loss on Impairment | - | - | - | - | ||||
Total Adjustments | (2,463) | (1,045) | (951) | - | ||||
Net Cash Flows From Operating Activities: | (2,463) | (1,045) | (951) | - | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | 11,340 | ||||
Net Cash Flows From Investing Activities | - | - | - | 11,340 | ||||
Cash Flows From Financing Activities: | ||||||||
Net Proceeds From/(Repayments to) Manager | - | - | - | (3,102) | ||||
Capital Contributions | 2,463 | 1,045 | 951 | 3,060 | ||||
Membership Contributions, net | - | - | - | - | ||||
Distributions | - | - | - | (11,348) | ||||
Net Cash Flows From Financing Activities | 2,463 | 1,045 | 951 | (11,390) | ||||
Cash at Beginning of Period | - | - | - | 50 | ||||
Net Increase/(Decrease) In Cash | - | - | - | (50) | ||||
Cash at End of Period | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-131
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 116 | Series Gallery Drop 117 | Series Gallery Drop 119 | Series Gallery Drop 122 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (2,060) | $ | (32,981) | $ | - | $ | (1,779) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
(Gain)/Loss on Sale of Asset | - | - | - | - | ||||
(Gain)/Loss on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Increase/(Decrease) in Income Tax Payable | - | - | - | - | ||||
Loss on Impairment | - | 31,337 | - | - | ||||
Total Adjustments | - | 31,337 | - | - | ||||
Net Cash Flows From Operating Activities: | (2,060) | (1,644) | - | (1,779) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | 29,160 | - | ||||
Net Cash Flows From Investing Activities | - | - | 29,160 | - | ||||
Cash Flows From Financing Activities: | ||||||||
Net Proceeds From/(Repayments to) Manager | 2,060 | 1,644 | (3,206) | 1,779 | ||||
Capital Contributions | - | - | 3,168 | - | ||||
Membership Contributions, net | - | - | - | - | ||||
Distributions | - | - | - | - | ||||
Net Cash Flows From Financing Activities | 2,060 | 1,644 | (38) | 1,779 | ||||
Cash at Beginning of Period | 50 | 50 | 50 | 50 | ||||
Net Increase/(Decrease) In Cash | - | - | (50) | - | ||||
Cash at End of Period | $ | 50 | $ | 50 | $ | - | $ | 50 |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-132
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2023 (UNAUDITED)
Series Gallery Drop 123 | Total Consolidated | |||
Cash Flows From Operating Activities: | ||||
Net Income/(Loss) For the Period | $ | (1,600) | $ | (220,583) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||
(Gain)/Loss on Sale of Asset | - | 850 | ||
(Gain)/Loss on Cancellation of Note Payable | - | - | ||
Prepayments to Manager | - | 3,249 | ||
Increase/(Decrease) in Income Tax Payable | - | (45,687) | ||
Loss on Impairment | - | 171,113 | ||
Total Adjustments | - | 129,525 | ||
Net Cash Flows From Operating Activities: | (1,600) | (91,058) | ||
Cash Flows From Investing Activities: | ||||
Proceeds from Sale of Art and Other Collectibles | - | 59,750 | ||
Net Cash Flows From Investing Activities | - | 59,750 | ||
Cash Flows From Financing Activities: | ||||
Net Proceeds From/(Repayments to) Manager | 1,600 | 36,636 | ||
Capital Contributions | - | 54,306 | ||
Membership Contributions, net | - | - | ||
Distributions | - | (15,487) | ||
Net Cash Flows From Financing Activities | 1,600 | 75,455 | ||
Cash at Beginning of Period | 50 | 12,409 | ||
Net Increase/(Decrease) In Cash | - | 44,147 | ||
Cash at End of Period | $ | 50 | $ | 56,556 |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-133
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series #KW | Series Drop 002 | Series Drop 003 | Series Drop 004 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (2,757) | $ | (2,062) | $ | (2,075) | $ | (2,110) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Interest Payable | - | - | - | - | ||||
Loss on Impairment | - | - | - | - | ||||
Total Adjustments | - | - | - | - | ||||
Net Cash Flows From Operating Activities | (2,757) | (2,062) | (2,075) | (2,110) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | - | - | - | - | ||||
Net Proceeds from/(Repayments to) Manager | 2,757 | 2,062 | 2,075 | 2,110 | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions | 234,897 | 28,542 | 31,789 | 42,710 | ||||
Distributions | - | - | - | - | ||||
Net Cash Flows From Financing Activities | 237,654 | 30,604 | 33,864 | 44,820 | ||||
Cash at Beginning of Period | 125 | 774 | 61 | 710 | ||||
Net Increase/(Decrease) In Cash | 234,897 | 28,542 | 31,789 | 42,710 | ||||
Cash at End of Period | $ | 235,022 | $ | 29,316 | $ | 31,850 | $ | 43,420 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-134
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Drop 005 | Series Drop 008 | Series Drop 009 | Series Drop 010 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (2,263) | $ | (2,078) | $ | (3,000) | $ | (2,041) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Interest Payable | - | - | - | - | ||||
Loss on Impairment | - | - | - | - | ||||
Total Adjustments | - | - | - | - | ||||
Net Cash Flows From Operating Activities | (2,263) | (2,078) | (3,000) | (2,041) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | - | - | - | - | ||||
Net Proceeds from/(Repayments to) Manager | 2,263 | 2,078 | 3,000 | 2,041 | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions | 87,590 | 33,533 | 307,443 | 21,843 | ||||
Distributions | - | - | - | - | ||||
Net Cash Flows From Financing Activities | 89,853 | 35,611 | 310,443 | 23,884 | ||||
Cash at Beginning of Period | 445 | 818 | 2,587 | 11 | ||||
Net Increase/(Decrease) In Cash | 87,590 | 33,533 | 307,443 | 21,843 | ||||
Cash at End of Period | $ | 88,035 | $ | 34,351 | $ | 310,030 | $ | 21,854 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-135
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 011 | Series Gallery Drop 012 | Series Gallery Drop 013 | Series Gallery Drop 014 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (2,038) | $ | (2,430) | $ | (2,243) | $ | (2,062) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Interest Payable | - | - | - | - | ||||
Loss on Impairment | - | - | - | - | ||||
Total Adjustments | - | - | - | - | ||||
Net Cash Flows From Operating Activities | (2,038) | (2,430) | (2,243) | (2,062) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | - | - | - | - | ||||
Net Proceeds from/(Repayments to) Manager | 2,038 | 2,429 | 2,243 | 2,062 | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions | 20,939 | 139,119 | 82,438 | 27,923 | ||||
Distributions | - | - | - | - | ||||
Net Cash Flows From Financing Activities | 22,977 | 141,548 | 84,681 | 29,985 | ||||
Cash at Beginning of Period | 97 | 2,494 | 388 | 154 | ||||
Net Increase/(Decrease) In Cash | 20,939 | 139,118 | 82,438 | 27,923 | ||||
Cash at End of Period | $ | 21,036 | $ | 141,612 | $ | 82,826 | $ | 28,077 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-136
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 015 | Series Gallery Drop 016 | Series Gallery Drop 017 | Series Gallery Drop 018 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (2,044) | $ | (2,026) | $ | (2,127) | $ | (2,000) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Interest Payable | - | - | - | - | ||||
Loss on Impairment | - | - | - | - | ||||
Total Adjustments | - | - | - | - | ||||
Net Cash Flows From Operating Activities | (2,044) | (2,026) | (2,127) | (2,000) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | - | - | - | - | ||||
Net Proceeds from/(Repayments to) Manager | 2,044 | 2,026 | 2,127 | 2,000 | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions | 22,618 | 17,619 | 47,401 | 9,626 | ||||
Distributions | - | - | - | - | ||||
Net Cash Flows From Financing Activities | 24,662 | 19,645 | 49,528 | 11,626 | ||||
Cash at Beginning of Period | 5 | 127 | 259 | 65 | ||||
Net Increase/(Decrease) In Cash | 22,618 | 17,619 | 47,401 | 9,626 | ||||
Cash at End of Period | $ | 22,623 | $ | 17,746 | $ | 47,660 | $ | 9,691 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-137
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 019 | Series Gallery Drop 020 | Series Gallery Drop 021 | Series Gallery Drop 022 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (2,024) | $ | - | $ | (2,050) | $ | (2,061) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Interest Payable | - | - | - | - | ||||
Loss on Impairment | - | - | - | - | ||||
Total Adjustments | - | - | - | - | ||||
Net Cash Flows From Operating Activities | (2,024) | - | (2,050) | (2,061) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | - | - | - | - | ||||
Net Proceeds from/(Repayments to) Manager | 2,024 | - | 2,051 | 2,061 | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions | 16,793 | 6 | 24,545 | 28,583 | ||||
Distributions | - | (6) | (1) | - | ||||
Net Cash Flows From Financing Activities | 18,817 | - | 26,595 | 30,644 | ||||
Cash at Beginning of Period | 7 | 6 | 180 | 866 | ||||
Net Increase/(Decrease) In Cash | 16,793 | - | 24,545 | 28,583 | ||||
Cash at End of Period | $ | 16,800 | $ | 6 | $ | 24,725 | $ | 29,449 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-138
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 023 | Series Gallery Drop 024 | Series Gallery Drop 025 | Series Gallery Drop 026 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (2,011) | $ | (2,038) | $ | - | $ | 103,115 |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | - | - | (105,000) | ||||
Gain on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Interest Payable | - | - | - | - | ||||
Loss on Impairment | - | - | - | - | ||||
Total Adjustments | - | - | - | (105,000) | ||||
Net Cash Flows From Operating Activities | (2,011) | (2,038) | - | (1,885) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | 200,000 | ||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | - | - | - | - | ||||
Net Proceeds from/(Repayments to) Manager | 2,011 | 2,038 | (140) | (2,193) | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions | 13,027 | 20,995 | - | 92,807 | ||||
Distributions | - | - | - | 4,078 | ||||
Net Cash Flows From Financing Activities | 15,038 | 23,033 | (140) | 94,692 | ||||
Cash at Beginning of Period | 103 | 153 | 140 | 715 | ||||
Net Increase/(Decrease) In Cash | 13,027 | 20,995 | (140) | 292,807 | ||||
Cash at End of Period | $ | 13,130 | $ | 21,148 | $ | - | $ | 293,522 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-139
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 027 | Series Gallery Drop 028 | Series Gallery Drop 029 | Series Gallery Drop 030 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | - | $ | (2,023) | $ | (2,140) | $ | (2,041) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Interest Payable | - | - | - | - | ||||
Loss on Impairment | - | - | - | - | ||||
Total Adjustments | - | - | - | - | ||||
Net Cash Flows From Operating Activities | - | (2,023) | (2,140) | (2,041) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | - | - | - | - | ||||
Net Proceeds from/(Repayments to) Manager | - | 2,023 | 2,140 | 2,041 | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions | - | 16,508 | 51,219 | 22,001 | ||||
Distributions | - | - | - | - | ||||
Net Cash Flows From Financing Activities | - | 18,531 | 53,359 | 24,042 | ||||
Cash at Beginning of Period | - | 119 | 383 | 169 | ||||
Net Increase/(Decrease) In Cash | - | 16,508 | 51,219 | 22,001 | ||||
Cash at End of Period | $ | - | $ | 16,627 | $ | 51,602 | $ | 22,170 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-140
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 031 | Series Gallery Drop 032 | Series Gallery Drop 033 | Series Gallery Drop 034 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (2,108) | $ | (1,977) | $ | (2,033) | $ | (3,318) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Interest Payable | - | - | - | - | ||||
Loss on Impairment | - | - | - | - | ||||
Total Adjustments | - | - | - | - | ||||
Net Cash Flows From Operating Activities | (2,108) | (1,977) | (2,033) | (3,318) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | - | - | - | - | ||||
Net Proceeds from/(Repayments to) Manager | 2,108 | 1,977 | 2,033 | 3,318 | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions | 42,209 | 2,897 | 19,906 | 411,808 | ||||
Distributions | - | - | - | - | ||||
Net Cash Flows From Financing Activities | 44,317 | 4,874 | 21,939 | 415,126 | ||||
Cash at Beginning of Period | 294 | 12 | 120 | 2,940 | ||||
Net Increase/(Decrease) In Cash | 42,209 | 2,897 | 19,906 | 411,808 | ||||
Cash at End of Period | $ | 42,503 | $ | 2,909 | $ | 20,026 | $ | 414,748 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-141
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 035 | Series Gallery Drop 036 | Series Gallery Drop 037 | Series Gallery Drop 038 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (2,205) | $ | (2,122) | $ | (2,044) | $ | (2,204) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Interest Payable | - | - | - | - | ||||
Loss on Impairment | - | - | - | - | ||||
Total Adjustments | - | - | - | - | ||||
Net Cash Flows From Operating Activities | (2,205) | (2,122) | (2,044) | (2,204) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | - | - | - | - | ||||
Net Proceeds from/(Repayments to) Manager | 2,205 | 2,122 | 2,044 | 2,204 | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions | 40,231 | 46,104 | 22,798 | 69,843 | ||||
Distributions | - | - | - | - | ||||
Net Cash Flows From Financing Activities | 42,436 | 48,226 | 24,842 | 72,047 | ||||
Cash at Beginning of Period | 506 | 322 | 143 | 35 | ||||
Net Increase/(Decrease) In Cash | 40,231 | 46,104 | 22,798 | 69,843 | ||||
Cash at End of Period | $ | 40,737 | $ | 46,426 | $ | 22,941 | $ | 69,878 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-142
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 039 | Series Gallery Drop 040 | Series Gallery Drop 041 | Series Gallery Drop 042 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (2,170) | $ | (2,072) | $ | (1,978) | $ | (2,028) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Interest Payable | - | - | - | - | ||||
Loss on Impairment | - | - | - | - | ||||
Total Adjustments | - | - | - | - | ||||
Net Cash Flows From Operating Activities | (2,170) | (2,072) | (1,978) | (2,028) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | - | - | - | - | ||||
Net Proceeds from/(Repayments to) Manager | 2,170 | 2,072 | 1,978 | 2,028 | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions | 60,068 | 31,560 | 3,123 | 18,019 | ||||
Distributions | - | - | - | - | ||||
Net Cash Flows From Financing Activities | 62,238 | 33,632 | 5,101 | 20,047 | ||||
Cash at Beginning of Period | 62 | 43 | 49 | 71 | ||||
Net Increase/(Decrease) In Cash | 60,068 | 31,560 | 3,123 | 18,019 | ||||
Cash at End of Period | $ | 60,130 | $ | 31,603 | $ | 3,172 | $ | 18,090 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-143
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 043 | Series Gallery Drop 044 | Series Gallery Drop 045 | Series Gallery Drop 046 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (8,872) | $ | (4,139) | $ | - | $ | (2,030) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | 4,139 | - | - | ||||
Interest Payable | - | - | - | - | ||||
Loss on Impairment | 6,700 | - | - | - | ||||
Total Adjustments | 6,700 | 4,139 | - | - | ||||
Net Cash Flows From Operating Activities | (2,172) | - | - | (2,030) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | - | - | - | - | ||||
Net Proceeds from/(Repayments to) Manager | 2,172 | - | - | 2,030 | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions | 38,362 | 675,817 | 685,050 | 49,664 | ||||
Distributions | - | - | - | - | ||||
Net Cash Flows From Financing Activities | 40,534 | 675,817 | 685,050 | 51,694 | ||||
Cash at Beginning of Period | 50 | 50 | 685,050 | 50 | ||||
Net Increase/(Decrease) In Cash | 38,362 | 675,817 | 685,050 | 49,664 | ||||
Cash at End of Period | $ | 38,412 | $ | 675,867 | $ | 1,370,100 | $ | 49,714 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-144
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 047 | Series Gallery Drop 048 | Series Gallery Drop 049 | Series Gallery Drop 050 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (1,982) | $ | (2,074) | $ | (2,605) | $ | (1,970) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Interest Payable | - | - | - | - | ||||
Loss on Impairment | - | - | - | - | ||||
Total Adjustments | - | - | - | - | ||||
Net Cash Flows From Operating Activities | (1,982) | (2,074) | (2,605) | (1,970) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | - | - | - | - | ||||
Net Proceeds from/(Repayments to) Manager | 1,982 | 2,074 | 2,605 | 1,970 | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions | 28,165 | 55,715 | 212,609 | 26,528 | ||||
Distributions | - | - | - | - | ||||
Net Cash Flows From Financing Activities | 30,147 | 57,789 | 215,214 | 28,498 | ||||
Cash at Beginning of Period | 50 | 50 | 50 | 50 | ||||
Net Increase/(Decrease) In Cash | 28,165 | 55,715 | 212,609 | 26,528 | ||||
Cash at End of Period | $ | 28,215 | $ | 55,765 | $ | 212,659 | $ | 26,578 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-145
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 051 | Series Gallery Drop 052 | Series Gallery Drop 053 | Series Gallery Drop 054 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (1,983) | $ | (1,916) | $ | (2,147) | $ | (1,946) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Interest Payable | - | - | - | - | ||||
Loss on Impairment | - | - | - | - | ||||
Total Adjustments | - | - | - | - | ||||
Net Cash Flows From Operating Activities | (1,983) | (1,916) | (2,147) | (1,946) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | - | - | - | - | ||||
Net Proceeds from/(Repayments to) Manager | 1,983 | 1,916 | 2,147 | 1,946 | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions | 28,051 | 7,515 | 40,778 | 17,074 | ||||
Distributions | - | - | - | - | ||||
Net Cash Flows From Financing Activities | 30,034 | 9,431 | 42,925 | 19,020 | ||||
Cash at Beginning of Period | 50 | 50 | 50 | 50 | ||||
Net Increase/(Decrease) In Cash | 28,051 | 7,515 | 40,778 | 17,074 | ||||
Cash at End of Period | $ | 28,101 | $ | 7,565 | $ | 40,828 | $ | 17,124 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-146
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 055 | Series Gallery Drop 056 | Series Gallery Drop 057 | Series Gallery Drop 058 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (2,037) | $ | (1,953) | $ | (1,943) | $ | (6,757) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Interest Payable | - | - | - | - | ||||
Loss on Impairment | - | - | - | 4,800 | ||||
Total Adjustments | - | - | - | 4,800 | ||||
Net Cash Flows From Operating Activities | (2,037) | (1,953) | (1,943) | (1,957) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | - | - | - | - | ||||
Net Proceeds from/(Repayments to) Manager | 2,037 | 1,953 | 1,943 | 1,957 | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions | 44,022 | 19,141 | 7,757 | 15,846 | ||||
Distributions | - | - | - | - | ||||
Net Cash Flows From Financing Activities | 46,059 | 21,094 | 9,700 | 17,803 | ||||
Cash at Beginning of Period | 50 | 50 | 50 | 50 | ||||
Net Increase/(Decrease) In Cash | 44,022 | 19,141 | 7,757 | 15,846 | ||||
Cash at End of Period | $ | 44,072 | $ | 19,191 | $ | 7,807 | $ | 15,896 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-147
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 059 | Series Gallery Drop 060 | Series Gallery Drop 061 | Series Gallery Drop 062 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (2,133) | $ | 89,709 | $ | (1,960) | $ | (1,938) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | (91,415) | - | - | ||||
Gain on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Interest Payable | - | - | - | - | ||||
Loss on Impairment | - | - | - | - | ||||
Total Adjustments | - | (91,415) | - | - | ||||
Net Cash Flows From Operating Activities | (2,133) | (1,706) | (1,960) | (1,938) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | 140,000 | - | - | ||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | 140,000 | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | - | - | - | - | ||||
Net Proceeds from/(Repayments to) Manager | 2,133 | (1,229) | 1,960 | 1,938 | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions | 72,661 | 47,406 | 21,023 | 14,464 | ||||
Distributions | - | 2,935 | - | - | ||||
Net Cash Flows From Financing Activities | 74,794 | 49,112 | 22,983 | 16,402 | ||||
Cash at Beginning of Period | 50 | 50 | 50 | 50 | ||||
Net Increase/(Decrease) In Cash | 72,661 | 187,406 | 21,023 | 14,464 | ||||
Cash at End of Period | $ | 72,711 | $ | 187,456 | $ | 21,073 | $ | 14,514 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-148
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 063 | Series Gallery Drop 064 | Series Gallery Drop 065 | Series Gallery Drop 066 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (1,953) | $ | (1,993) | $ | (1,953) | $ | (2,188) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Interest Payable | - | - | - | - | ||||
Loss on Impairment | - | - | - | - | ||||
Total Adjustments | - | - | - | - | ||||
Net Cash Flows From Operating Activities | (1,953) | (1,993) | (1,953) | (2,188) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | - | - | - | - | ||||
Net Proceeds from/(Repayments to) Manager | 1,953 | 1,993 | 1,953 | 2,188 | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions | 19,042 | 30,984 | 24,141 | 58,707 | ||||
Distributions | - | - | - | - | ||||
Net Cash Flows From Financing Activities | 20,995 | 32,977 | 26,094 | 60,895 | ||||
Cash at Beginning of Period | 50 | 50 | 50 | 50 | ||||
Net Increase/(Decrease) In Cash | 19,042 | 30,984 | 24,141 | 58,707 | ||||
Cash at End of Period | $ | 19,092 | $ | 31,034 | $ | 24,191 | $ | 58,757 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-149
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 067 | Series Gallery Drop 068 | Series Gallery Drop 069 | Series Gallery Drop 070 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (2,086) | $ | (3,766) | $ | (5,804) | $ | (1,991) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Interest Payable | - | - | - | - | ||||
Loss on Impairment | - | 1,800 | 3,800 | - | ||||
Total Adjustments | - | 1,800 | 3,800 | - | ||||
Net Cash Flows From Operating Activities | (2,086) | (1,966) | (2,004) | (1,991) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | - | - | - | - | ||||
Net Proceeds from/(Repayments to) Manager | 2,086 | 1,966 | 2,004 | 1,991 | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions | 58,852 | 23,023 | 30,499 | 27,829 | ||||
Distributions | - | - | - | - | ||||
Net Cash Flows From Financing Activities | 60,938 | 24,989 | 32,503 | 29,820 | ||||
Cash at Beginning of Period | 50 | 50 | 50 | 50 | ||||
Net Increase/(Decrease) In Cash | 58,852 | 23,023 | 30,499 | 27,829 | ||||
Cash at End of Period | $ | 58,902 | $ | 23,073 | $ | 30,549 | $ | 27,879 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-150
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 071 | Series Gallery Drop 072 | Series Gallery Drop 073 | Series Gallery Drop 074 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (2,137) | $ | (2,824) | $ | (2,033) | $ | (1,956) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Interest Payable | - | - | - | - | ||||
Loss on Impairment | - | - | - | - | ||||
Total Adjustments | - | - | - | - | ||||
Net Cash Flows From Operating Activities | (2,137) | (2,824) | (2,033) | (1,956) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | - | - | - | - | ||||
Net Proceeds from/(Repayments to) Manager | 2,137 | 2,824 | 2,033 | 1,956 | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions | 98,819 | 255,148 | 26,947 | 14,189 | ||||
Distributions | - | - | - | - | ||||
Net Cash Flows From Financing Activities | 100,956 | 257,972 | 28,980 | 16,145 | ||||
Cash at Beginning of Period | 50 | 50 | 50 | 50 | ||||
Net Increase/(Decrease) In Cash | 98,819 | 255,148 | 26,947 | 14,189 | ||||
Cash at End of Period | $ | 98,869 | $ | 255,198 | $ | 26,997 | $ | 14,239 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-151
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 075 | Series Gallery Drop 076 | Series Gallery Drop 077 | Series Gallery Drop 078 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (1,591) | $ | (2,071) | $ | (2,010) | $ | (1,955) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Interest Payable | - | - | - | - | ||||
Loss on Impairment | - | - | - | - | ||||
Total Adjustments | - | - | - | - | ||||
Net Cash Flows From Operating Activities | (1,591) | (2,071) | (2,010) | (1,955) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | - | - | - | - | ||||
Net Proceeds from/(Repayments to) Manager | 1,591 | 2,071 | 2,010 | 1,955 | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions | 54,975 | 8,262 | 18,201 | 19,989 | ||||
Distributions | - | - | - | - | ||||
Net Cash Flows From Financing Activities | 56,566 | 10,333 | 20,211 | 21,944 | ||||
Cash at Beginning of Period | 50 | 50 | 50 | 50 | ||||
Net Increase/(Decrease) In Cash | 54,975 | 8,262 | 18,201 | 19,989 | ||||
Cash at End of Period | $ | 55,025 | $ | 8,312 | $ | 18,251 | $ | 20,039 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-152
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 079 | Series Gallery Drop 080 | Series Gallery Drop 082 | Series Gallery Drop 083 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (1,953) | $ | (1,936) | $ | 23,502 | $ | (2,036) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | - | (24,859) | - | ||||
Gain on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Interest Payable | - | - | - | - | ||||
Loss on Impairment | - | - | - | - | ||||
Total Adjustments | - | - | (24,859) | - | ||||
Net Cash Flows From Operating Activities | (1,953) | (1,936) | (1,357) | (2,036) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | 105,000 | - | ||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | 105,000 | - | ||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | - | - | - | - | ||||
Net Proceeds from/(Repayments to) Manager | 1,953 | 1,936 | (1,395) | 2,036 | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions | 19,179 | 14,105 | 78,796 | 22,662 | ||||
Distributions | - | - | 2,702 | - | ||||
Net Cash Flows From Financing Activities | 21,132 | 16,041 | 80,103 | 24,698 | ||||
Cash at Beginning of Period | 50 | 50 | 50 | 50 | ||||
Net Increase/(Decrease) In Cash | 19,179 | 14,105 | 183,746 | 22,662 | ||||
Cash at End of Period | $ | 19,229 | $ | 14,155 | $ | 183,796 | $ | 22,712 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-153
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 086 | Series Gallery Drop 089 | Series Gallery Drop 091 | Series Gallery Drop 093 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (2,184) | $ | (21,065) | $ | (1,491) | $ | (15,431) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Interest Payable | - | - | - | - | ||||
Loss on Impairment | - | 19,100 | - | 13,400 | ||||
Total Adjustments | - | 19,100 | - | 13,400 | ||||
Net Cash Flows From Operating Activities | (2,184) | (1,965) | (1,491) | (2,031) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | - | - | - | - | ||||
Net Proceeds from/(Repayments to) Manager | 2,184 | 1,965 | 1,491 | 2,031 | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions | 341,087 | 23,007 | 17,685 | 42,480 | ||||
Distributions | - | - | - | - | ||||
Net Cash Flows From Financing Activities | 343,271 | 24,972 | 19,176 | 44,511 | ||||
Cash at Beginning of Period | 50 | 50 | 50 | 50 | ||||
Net Increase/(Decrease) In Cash | 341,087 | 23,007 | 17,685 | 42,480 | ||||
Cash at End of Period | $ | 341,137 | $ | 23,057 | $ | 17,735 | $ | 42,530 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-154
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 094 | Series Gallery Drop 095 | Series Gallery Drop 096 | Series Gallery Drop 097 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (1,957) | $ | (2,037) | $ | (10,582) | $ | - |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Interest Payable | - | - | - | - | ||||
Loss on Impairment | - | - | 8,600 | - | ||||
Total Adjustments | - | - | 8,600 | - | ||||
Net Cash Flows From Operating Activities | (1,957) | (2,037) | (1,982) | - | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | - | - | - | - | ||||
Net Proceeds from/(Repayments to) Manager | 1,957 | 2,037 | 1,982 | - | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions | 21,178 | 33,701 | 20,060 | - | ||||
Distributions | - | - | - | - | ||||
Net Cash Flows From Financing Activities | 23,135 | 35,738 | 22,042 | - | ||||
Cash at Beginning of Period | 50 | 50 | 50 | - | ||||
Net Increase/(Decrease) In Cash | 21,178 | 33,701 | 20,060 | - | ||||
Cash at End of Period | $ | 21,228 | $ | 33,751 | $ | 20,110 | $ | - |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-155
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 098 | Series Gallery Drop 099 | Series Gallery Drop 100 | Series Gallery Drop 101 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (1,932) | $ | (2,322) | $ | (7,747) | $ | (2,346) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Interest Payable | - | - | - | - | ||||
Loss on Impairment | - | - | 5,800 | - | ||||
Total Adjustments | - | - | 5,800 | - | ||||
Net Cash Flows From Operating Activities | (1,932) | (2,322) | (1,947) | (2,346) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | - | - | - | - | ||||
Net Proceeds from/(Repayments to) Manager | 1,932 | 2,322 | 1,947 | 2,346 | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions | 13,152 | 129,368 | 16,651 | 178,763 | ||||
Distributions | - | - | - | - | ||||
Net Cash Flows From Financing Activities | 15,084 | 131,690 | 18,598 | 181,109 | ||||
Cash at Beginning of Period | 50 | 50 | 50 | 50 | ||||
Net Increase/(Decrease) In Cash | 13,152 | 129,368 | 16,651 | 178,763 | ||||
Cash at End of Period | $ | 13,202 | $ | 129,418 | $ | 16,701 | $ | 178,813 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-156
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 102 | Series Gallery Drop 103 | Series Gallery Drop 104 | Series Gallery Drop 105 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (1,932) | $ | 15,101 | $ | (1,927) | $ | (10,028) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | (17,469) | - | - | ||||
Gain on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Interest Payable | - | - | - | - | ||||
Loss on Impairment | - | - | - | 8,000 | ||||
Total Adjustments | - | (17,469) | - | 8,000 | ||||
Net Cash Flows From Operating Activities | (1,932) | (2,368) | (1,927) | (2,028) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | 35,000 | - | - | ||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | 35,000 | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | - | - | - | - | ||||
Net Proceeds from/(Repayments to) Manager | 1,932 | (473) | 1,927 | 2,028 | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions | 8,545 | 17,108 | 11,687 | 42,316 | ||||
Distributions | - | 2,841 | - | - | ||||
Net Cash Flows From Financing Activities | 10,477 | 19,476 | 13,614 | 44,344 | ||||
Cash at Beginning of Period | 50 | 50 | 50 | 50 | ||||
Net Increase/(Decrease) In Cash | 8,545 | 52,108 | 11,687 | 42,316 | ||||
Cash at End of Period | $ | 8,595 | $ | 52,158 | $ | 11,737 | $ | 42,366 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-157
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 107 | Series Gallery Drop 108 | Series Gallery Drop 109 | Series Gallery Drop 110 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (1,961) | $ | (1,986) | $ | (10,455) | $ | 4,560 |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | - | - | (6,136) | ||||
Gain on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Interest Payable | - | - | - | - | ||||
Loss on Impairment | - | - | 8,500 | - | ||||
Total Adjustments | - | - | 8,500 | (6,136) | ||||
Net Cash Flows From Operating Activities | (1,961) | (1,986) | (1,955) | (1,576) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | 16,234 | ||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | - | - | - | - | ||||
Net Proceeds from/(Repayments to) Manager | 1,961 | 1,986 | 1,955 | (430) | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions | 21,755 | 29,625 | 30,263 | 9,718 | ||||
Distributions | - | - | - | 2,006 | ||||
Net Cash Flows From Financing Activities | 23,716 | 31,611 | 32,218 | 11,294 | ||||
Cash at Beginning of Period | 50 | 50 | 50 | 50 | ||||
Net Increase/(Decrease) In Cash | 21,755 | 29,625 | 30,263 | 25,952 | ||||
Cash at End of Period | $ | 21,805 | $ | 29,675 | $ | 30,313 | $ | 26,002 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-158
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 111 | Series Gallery Drop 112 | Series Gallery Drop 113 | Series Gallery Drop 114 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (1,949) | $ | (2,137) | $ | (2,080) | $ | (1,931) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Interest Payable | - | - | - | - | ||||
Loss on Impairment | - | - | - | - | ||||
Total Adjustments | - | - | - | - | ||||
Net Cash Flows From Operating Activities | (1,949) | (2,137) | (2,080) | (1,931) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | - | - | - | - | ||||
Net Proceeds from/(Repayments to) Manager | 1,949 | 2,137 | 2,080 | 1,931 | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions | 17,637 | 71,270 | 54,439 | 12,470 | ||||
Distributions | - | - | - | - | ||||
Net Cash Flows From Financing Activities | 19,586 | 73,407 | 56,519 | 14,401 | ||||
Cash at Beginning of Period | 50 | 50 | 50 | 50 | ||||
Net Increase/(Decrease) In Cash | 17,637 | 71,270 | 54,439 | 12,470 | ||||
Cash at End of Period | $ | 17,687 | $ | 71,320 | $ | 54,489 | $ | 12,520 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | - | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-159
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 115 | Series Gallery Drop 116 | Series Gallery Drop 117 | Series Gallery Drop 118 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (8,041) | $ | (11,055) | $ | (16,159) | $ | 9,353 |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Note Payable | - | - | - | (9,400) | ||||
Prepayments to Manager | - | - | - | - | ||||
Interest Payable | - | - | - | - | ||||
Loss on Impairment | 6,100 | - | 11,800 | - | ||||
Total Adjustments | 6,100 | - | 11,800 | (9,400) | ||||
Net Cash Flows From Operating Activities | (1,941) | (11,055) | (4,359) | (47) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | - | (225,000) | (89,000) | - | ||||
Net Proceeds from/(Repayments to) Manager | 1,941 | 2,068 | 795 | 48 | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions | 15,349 | 237,195 | 77,349 | (9,352) | ||||
Distributions | - | (395) | (149) | (1) | ||||
Net Cash Flows From Financing Activities | 17,290 | 13,868 | (11,005) | (9,305) | ||||
Cash at Beginning of Period | 50 | - | - | - | ||||
Net Increase/(Decrease) In Cash | 15,349 | 2,813 | (15,364) | (9,352) | ||||
Cash at End of Period | $ | 15,399 | $ | 2,813 | $ | (15,364) | $ | (9,352) |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | - | $ | - | $ | (28,545) |
See accompanying notes, which are an integral part of these consolidated financial statements.
F-160
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 119 | Series Gallery Drop 120 | Series Gallery Drop 121 | Series Gallery Drop 122 | |||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (5,584) | $ | (69) | $ | (3,230) | $ | (6,614) |
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | - | - | - | ||||
Gain on Cancellation of Note Payable | - | - | - | - | ||||
Prepayments to Manager | - | - | - | - | ||||
Interest Payable | - | - | - | - | ||||
Loss on Impairment | - | - | - | - | ||||
Total Adjustments | - | - | - | - | ||||
Net Cash Flows From Operating Activities | (5,584) | (69) | (3,230) | (6,614) | ||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | - | 115,800 | ||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | - | ||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | - | ||||
Net Cash Flows From Investing Activities | - | - | - | - | ||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | (84,000) | - | (31,200) | (110,000) | ||||
Net Proceeds from/(Repayments to) Manager | 2,258 | 99 | 2,060 | 2,206 | ||||
Capital Contributions | - | - | - | - | ||||
Membership Contributions | 88,540 | 99 | 32,852 | 115,984 | ||||
Distributions | (140) | (30) | (52) | (184) | ||||
Net Cash Flows From Financing Activities | 6,658 | 168 | 3,660 | 8,006 | ||||
Cash at Beginning of Period | - | - | - | - | ||||
Net Increase/(Decrease) In Cash | 1,074 | 99 | 430 | 117,192 | ||||
Cash at End of Period | $ | 1,074 | $ | 99 | $ | 430 | $ | 117,192 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | (26,400) | $ | - | $ | - |
See accompanying notes, which are an integral part of these consolidated financial statements.
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OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2022 (UNAUDITED)
Series Gallery Drop 123 | Unallocated | Total Consolidated | ||||||
Cash Flows From Operating Activities: | ||||||||
Net Income/(Loss) For the Period | $ | (3,824) | $ | - | $ | (87,340) | ||
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities: | ||||||||
Gain on Sale of Asset | - | - | (244,879) | |||||
Gain on Cancellation of Note Payable | - | - | (9,400) | |||||
Prepayments to Manager | - | - | 4,139 | |||||
Interest Payable | - | - | - | |||||
Loss on Impairment | - | - | 98,400 | |||||
Total Adjustments | - | - | (151,740) | |||||
Net Cash Flows From Operating Activities | (3,824) | - | (239,080) | |||||
Cash Flows From Investing Activities: | ||||||||
Proceeds from Sale of Art and Other Collectibles | - | - | 612,034 | |||||
Purchase of Art and Other Collectibles – Acq. Cost (related party) | - | - | - | |||||
Purchase of Art and Other Collectibles – Addended Acq. Cost (related party) | - | - | - | |||||
Net Cash Flows From Investing Activities | - | - | 612,034 | |||||
Cash Flows From Financing Activities: | ||||||||
Repayment of loans – related party | (44,444) | - | (583,644) | |||||
Net Proceeds from/(Repayments to) Manager | 2,060 | - | 201,140 | |||||
Capital Contributions | - | - | - | |||||
Membership Contributions | 46,874 | (23,747) | 6,968,185 | |||||
Distributions | (74) | 23,747 | 37,277 | |||||
Net Cash Flows From Financing Activities | 4,416 | - | 6,622,958 | |||||
Cash at Beginning of Period | - | - | 704,758 | |||||
Net Increase/(Decrease) In Cash | 592 | - | 6,995,912 | |||||
Cash at End of Period | $ | 592 | $ | - | $ | 7,700,670 | ||
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
Cancellation of Note Payable in exchange for return of Assets | $ | - | $ | - | $ | (54,945) |
See accompanying notes, which are an integral part of these consolidated financial statements.
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OTIS GALLERY LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2023 AND 2022
NOTE 1: NATURE OF OPERATIONS
Otis Gallery LLC (the “Company”) is a series limited liability company formed on December 18, 2018 pursuant to Section 18-215 of the Delaware Limited Liability Company Act. The Company was formed to engage in the business of acquiring and managing a collection of investment-grade art, collectibles and non-fungible tokens (“NFTs”; such assets or group of assets, the “Underlying Assets”). The Company has created separate series of the Company (each, a “Series”). Each Underlying Asset is owned by a separate Series and the assets and liabilities of each Series are separate in accordance with Delaware law. Investors acquire membership interests (the “Interests”) in each Series and will be entitled to share in the return of that particular Series but will not be entitled to share in the return of any other Series.
The Company is dependent upon additional capital resources for its planned principal operations and subject to significant risks and uncertainties. Because of the Company’s structure, the Company is dependent on Otis Wealth, Inc. (the “Manager”), the managing member and asset manager (the “Asset Manager”) of the Company, and is totally reliant on the Manager to manage its business and fund the Company’s ongoing operating expenses and other capital needs.
The Asset Manager manages the Underlying Assets held by each Series. The Series acquired the Underlying Assets from the Manager financed through either non-interest-bearing or interest-bearing promissory notes issued to the Manager, and the Manager developed the financial, offering and other materials to offer the Interests through the mobile app-based investment platform called Otis.
The Company has sold Interests in a number of separate individual Series. Investors in any Series acquire a proportional share of income and liabilities as they pertain to a particular Series, and the sole assets and liabilities of any given Series at the time of the closing of an offering related to that particular Series are an Underlying Asset (plus any cash reserves for future operating expenses). All voting rights, except as specified in the Company’s limited liability company agreement, dated February 1, 2019, as amended and restated from time to time (the “Operating Agreement”), or required by law, remain with the Manager (e.g., determining the type and quantity of general maintenance and other expenses required for the appropriate upkeep of each Underlying Asset, determining how to best commercialize the applicable Underlying Assets, evaluating potential sale offers and the liquidation of a Series). The Manager manages the ongoing operations of each Series in accordance with the Operating Agreement.
Operating Agreement
General
In accordance with the Operating Agreement, each Interest holder in a Series grants a power of attorney to the Manager. The Manager has the right to appoint officers of the Company and each Series.
Voting Rights
The Manager has broad authority to take action with respect to the Company and any Series. Interest holders do not have any voting rights as an Interest holder in the Company or a Series except with respect to:
●
the removal of the Manager;
●
the dissolution of the Company upon the for-cause removal of the Managing Member; and
●
an amendment to the Operating Agreement that would:
o
adversely affect the rights of an Interest holder in any material respect;
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o
reduce the voting percentage required for any action to be taken by the holders of Interests in the Company under the Operating Agreement;
o
change the situations in which the Company and any Series can be dissolved or terminated;
o
change the term of the Company (other than the circumstances provided in the Operating Agreement); or
o
give any person the right to dissolve the Company.
When entitled to vote on a matter, each Interest holder will be entitled to one vote per Interest held by it on all matters submitted to a vote of the Interest holders of an applicable Series or of the Interest holders of all Series of the Company, as applicable. The removal of the Manager as manager of the Company and all Series must be approved by two thirds of the votes that may be cast by all Interest holders in any Series. All other matters to be voted on by the Interest holders must be approved by a majority of the votes cast by all Interest holders in any Series present in person or represented by proxy.
Distributions Upon Liquidation
Upon the occurrence of a liquidation event relating to the Company as a whole or any Series, the Manager (or a liquidator selected by the Manager) is charged with winding up the affairs of the Series or the Company as a whole, as applicable, and liquidating its assets. Upon the liquidation of a Series or the Company as a whole, as applicable, the Underlying Assets will be liquidated and any after-tax proceeds distributed: (i) first, to any third-party creditors; (ii) second, to any creditors that are the Manager or its affiliates (e.g., payment of any outstanding Operating Expenses Reimbursement Obligation (as hereinafter defined)); and thereafter, (iii) first, 100% to the Interest holders of the relevant Series, allocated pro rata based on the number of Interests held by each Interest holder (which may include the Manager, any of its affiliates and asset sellers and which distribution within a Series will be made consistent with any preferences which exist within such Series) until the Interest holders receive back 100% of their capital contribution and second, (A) 10% to the Manager and (B) 90% to the Interest holders of the relevant Series, allocated pro rata based on the number of Interests held by each Interest holder (which may include the Manager, any of its affiliates and asset sellers and which distribution within a Series will be made consistent with any preferences which exist within such Series). In each applicable instance to date, the Manager has waived its rights to the foregoing 10% distribution.
Free Cash Flow Distributions
The Manager has sole discretion in determining what distributions of free cash flow, if any, are made to holders of Interests of each Series. Free cash flow consists of the net income (as determined under accounting principles generally accepted in the United States of America (“GAAP”)) generated by such Series plus any change in net working capital and depreciation and amortization (and any other non-cash operating expenses) and less any capital expenditures related to the Underlying Asset related to such Series. The Manager may maintain free cash flow funds in a deposit account or an investment account for the benefit of the Series.
Any free cash flow generated by a Series from the utilization of the Underlying Asset related to such Series shall be applied within the Series in the following order of priority:
●
repay any amounts outstanding under Operating Expenses Reimbursement Obligations plus accrued interest;
●
thereafter to create such reserves as the Manager deems necessary, in its sole discretion, to meet future operating expenses; and
●
thereafter by way of distribution to holders of the Interests of such Series (net of corporate income taxes applicable to the Series), which may include asset sellers of the Underlying Asset related to such Series or the Manager or any of its affiliates.
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Manager’s Interest
At the closing of each offering, and unless otherwise set forth in the applicable Series designation, the Manager shall acquire a minimum of 2% and up to a maximum of 19.99% of the Interests sold in connection with each offering (of which the Manager may sell all or any portion from time to time following the closing of such offering) for the same price per share offered to all other potential investors, although such minimum and maximum thresholds may be waived or modified by the Manager in its sole discretion.
NOTE 2: GOING CONCERN
The accompanying consolidated financial statements and Series financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. With the exception of Series Gallery Drop 018, Series Gallery Drop 020, Series Gallery Drop 023, Series Gallery Drop 024, Series Gallery Drop 026, Series Gallery Drop 027, Series Gallery Drop 032, Series Gallery Drop 045, Series Gallery Drop 047, Series Gallery Drop 060, Series Gallery Drop 062, Series Gallery Drop 080, Series Gallery Drop 082, Series Gallery Drop 097, Series Gallery Drop 103, Series Gallery Drop 104, Series Gallery Drop 105 and Series Gallery Drop 110, each of which sold the underlying assets of such Series for gains, neither the Company nor any Series has generated substantial revenues or profits since inception.
Each Series incurred a net loss for the six-month period ended June 30, 2023. On a total consolidated basis, the Company sustained a net loss of $220,583 for the six-month period ended June 30, 2023. On a total consolidated basis, the Company had an accumulated deficit of $5,286,687 and $5,021,445 as of June 30, 2023 and December 31, 2022, respectively. On a total consolidated basis, the Company’s current liabilities exceed current assets by $144,779 as of June 30, 2023. The Company has limited liquid assets, with cash of $27,384 on a total consolidated basis, $19,300 of which is held by Series Gallery Drop 063 from the sale of the underlying asset of such series, and under $3,000 for each Series (most Series hold only $50). The Company and each listed Series are reliant upon the Manager to fund its current and future obligations.
The Company’s and each Series’ ability to continue as a going concern for the next twelve months following the date the consolidated financial statements and Series financial statements were available to be issued is dependent upon the ability to obtain additional capital financing from the Manager to cover the Company’s and each Series’ costs and obligations through disposition of the Underlying Asset of such Series and the costs of administering the Company and each Series. No assurance can be given that the Company and each Series will be successful in these efforts.
These factors, among others, raise substantial doubt about the ability of the Company and each Series to continue as a going concern for a reasonable period of time. The consolidated financial statements and Series financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The accounting and reporting policies of the Company conform to GAAP. The Company adopted the calendar year as its basis of reporting.
The accompanying consolidated financial statements include the accounts of Otis Gallery LLC as well as its Series required to be consolidated under GAAP. Separate financial statements are presented for each Series. Significant intercompany accounts and transactions have been eliminated.
Use of Estimates
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The preparation of consolidated financial statements and the Series financial statements in conformity with GAAP requires the Manager to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the Series financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company and each Series consider short-term, highly liquid investment with original maturities of three months or less at the time of purchase to be cash equivalents. Cash consists of funds held in the Company’s checking account. As of June 30, 2023 and December 31, 2022, the Company had no cash on hand. However, Series’ checking accounts hold funds, as presented in the consolidated financials. Based on timing of asset sales and settlements, there are instances where cash is held at the Manager for the benefit of the Series until such cash can be distributed.
Subscriptions Receivable
The Company and each Series record membership contributions at the effective date. If subscriptions are not funded upon issuance, the Company and each Series record a subscription receivable as an asset on the balance sheet. When subscription receivables are not received prior to the issuance of financial statements at a reporting date, in satisfaction of the requirements under the Financial Accounting Standards Board (“FASB”) ASC 505-10-45-2, the subscription receivables are reclassified as a contra account to members’ equity/(deficit) on the balance sheet. Each Series has a minimum offering size that, once met, will result in the eventual successful subscription to and closing of the Series. Subscriptions receivable consists of membership subscriptions sold prior to the year ended date for which the minimum subscription requirement was met. As of June 30, 2023 and December 31, 2022, the Company had no Subscriptions receivable.
Receivables from Asset Sales
Each Series records sales of Underlying Assets at the effective date. If sale proceeds are not delivered simultaneous with closing (e.g., in the case of an Underlying Asset being sold at auction), the Company and each Series record a receivable from asset sale as an asset on the balance sheet.
Receivables from asset sale consists of amounts owed, but not yet paid, for sales of Underlying Assets prior to the year ended date for which the assets were sold. As of June 30, 2023, the Company had no receivables from asset sales. As of December 31, 2022, the Company had Receivables from Asset Sales of $40,500, as detailed in the table below.
Series | Receivables from Asset Sales as of December 31, 2022 | |
Series Gallery Drop 113 | $ | 11,340 |
Series Gallery Drop 119 | 29,160 | |
Total | $ | 40,500 |
Art and Other Collectible Assets
The Underlying Assets, including art and other collectible assets (including NFTs), are recorded at cost. The cost of each Underlying Asset includes the purchase price, including any deposits for the Underlying Asset funded by the Manager and acquisition expenses, which include all fees, costs and expenses incurred in connection with the evaluation, discovery, investigation, development and acquisition of the Underlying Asset related to each Series incurred prior to the closing, including brokerage and sales fees and commissions (but excluding the brokerage fee referred to below), appraisal fees, research fees, transfer taxes, third-party industry and due diligence experts, auction house fees and travel and lodging for inspection purposes.
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The Company treats the Underlying Assets as long-lived assets, and the Underlying Assets are subject to a semiannual test for impairment and will not be depreciated or amortized. These long-lived assets will be reviewed for impairment semiannually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated fair value of the asset. If the carrying amount of an asset exceeds its estimated fair value, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.
There is no guarantee that each Underlying Asset is free of any claims regarding title and authenticity (e.g., claims regarding being counterfeit or previously stolen), or that such claims will not arise. The Company does not have complete ownership history or restoration and repair records for every Underlying Asset. In the event of a title or authenticity claim, the applicable Series and the Company may not have recourse against the asset seller or the benefit of insurance, and the value of the given Underlying Asset may be diminished.
The Underlying Assets are purchased by the Series from the Manager in exchange for either a non-interest-bearing or an interest-bearing promissory note. The Series use the proceeds of the offering to pay off the notes. Acquisition expenses are typically paid for in advance by the Manager and are reimbursed by the Series from the proceeds of the offering. The Series also distribute the appropriate amounts for the brokerage fee and, if applicable, the sourcing fee, using cash from the offering.
Acquisition expenses related to a particular Series that are incurred prior to the closing of an offering are initially funded by the Manager but will be reimbursed with the proceeds from an offering related to such Series, to the extent described in the applicable offering document.
To the extent that certain expenses are anticipated prior to the closing of an offering but are to be incurred after the closing (e.g., storage fees), additional cash from the proceeds of the offering will be retained on the Series balance sheet as reserves to cover such future anticipated expenses after the closing of the offering. Acquisition expenses are capitalized into the cost of the Underlying Asset. Should a proposed offering prove to be unsuccessful, the Company will not reimburse the Manager, and these expenses will be accounted for as capital contributions, and the acquisition expenses expensed.
As of June 30, 2023 and December 31, 2022, the Company’s total investment in the Underlying Assets across all Series was $2,911,244 and $3,102,457, respectively, as detailed in the table below (presented below net of impairments of $378,801 and $219,644 as of June 30, 2023 and December 31, 2022, respectively).
Series | Underlying Asset | As of June 30, 2023 | As of December 31, 2022 | ||
Series #KW | 2018 Saint Jerome Hearing the Trumpet of Last Judgement painting by Kehinde Wiley | $ | 237,500 | $ | 237,500 |
Series Drop 003 | The Incredible Hulk 181 Comic | 16,000 | 34,000 | ||
Series Drop 005 | 2018 DOB and Arrows: Patchworks Skulls painting by Takashi Murakami and Virgil Abloh | 80,250 | 80,250 | ||
Series Gallery Drop 011 | 2019 commissioned painting by Shelby and Sandy “Basketball” | 23,000 | 23,000 | ||
Series Gallery Drop 012 | 2011 Love Is What You Want neon sculpture by Tracey Emin | 140,000 | 140,000 | ||
Series Gallery Drop 013 | 2019 Grey Selenite Newspaper Machine sculpture by Daniel Arsham | 84,150 | 84,150 | ||
Series Gallery Drop 017 | 2017 Colorbar Constellation 6 Painting by Derrick Adams | 49,500 | 49,500 | ||
Series Gallery Drop 030 | 2020 A Perfect Trade painting by Cleon Peterson | 24,000 | 24,000 |
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Series Gallery Drop 031 | 2020 Sneakers, Computers, Capri Sun painting by Katherine Bernhardt | 43,750 | 43,750 | ||
Series Gallery Drop 034 | 2003 Police Car painting by Banksy | 415,000 | 415,000 | ||
Series Gallery Drop 039 | 1985 Nike Air Jordan 1 TYPS PE sneakers | 62,500 | 62,500 | ||
Series Gallery Drop 044 | Nike Air Jordan 1 High “‘Shattered Backboard’ Origin Story” sneakers | 650,000 | 650,000 | ||
Series Gallery Drop 046 | 2000 SP Authentic 118 Tom Brady rookie trading card | 44,400 | 44,400 | ||
Series Gallery Drop 048 | 2011 Hermès 35cm So Black Birkin handbag | 28,900 | 34,800 | ||
Series Gallery Drop 049 | 2003 SP Authentic Limited LeBron James 148 trading card | 104,400 | 214,876 | ||
Series Gallery Drop 051 | 2009 Topps Chrome Stephen Curry 101 trading card | 22,800 | 26,400 | ||
Series Gallery Drop 059 | Super Mario Bros. NES game | 73,964 | 73,964 | ||
Series Gallery Drop 063 | 2002-03 Panini Futebol Portugal Cristiano Ronaldo 137 trading card | 18,235 | 20,035 | ||
Series Gallery Drop 064(1) | 2004-05 Panini Megacracks La Liga Lionel Messi 71 trading card | - | 20,100 | ||
Series Gallery Drop 066 | 2013 Panini Immaculate Collection Giannis Antetokounmpo #131 RPA trading card | 60,158 | 60,158 | ||
Series Gallery Drop 071 | 2018 Panini Prizm Luka Doncic Prizm Mojo #280 trading card | 78,000 | 78,000 | ||
Series Gallery Drop 099 | Mike Tyson’s Punch-Out!! game | 130,228 | 130,228 | ||
Series Gallery Drop 101 | Nintendo World Championship game | 180,003 | 180,003 | ||
Series Gallery Drop 116 | 1999 Pokémon 1st Edition Shadowless Holo Charizard trading card | 162,000 | 162,000 | ||
Series Gallery Drop 117 | NFT by XCOPY titled BOTTOM FEEDER #35 | 27,804 | 59,141 | ||
Series Gallery Drop 122 | Harry Potter and the Philosopher's Stone book | 110,184 | 110,184 | ||
Series Gallery Drop 123 | NFT by FEWOCiOUS titled i miss your voice call back soon okay #3 | 44,518 | 44,518 | ||
Totals | $ | 2,911,244 | 3,102,457 |
(1)
The Underlying Asset of such Series was sold.
For the six-month period ended June 30, 2023, the Company recorded $171,113 in impairment loss charges for its Underlying Assets, as detailed in the table below:
Series | Loss on Impairment | |
Series Drop 003 | $ | 18,000 |
Series Gallery Drop 048 | 5,900 | |
Series Gallery Drop 049 | 110,476 | |
Series Gallery Drop 051 | 3,600 | |
Series Gallery Drop 063 | 1,800 | |
Series Gallery Drop 117 | 31,337 | |
Total | $ | 171,113 |
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For the year ended December 31, 2022, the Company recorded $707,914 in impairment loss charges for its Underlying Assets, as detailed in the table below:
Series | Loss on Impairment | |
Series Drop 004 | $ | 22,921 |
Series Drop 005 | 9,750 | |
Series Gallery Drop 015 | 3,330 | |
Series Gallery Drop 038 | 24,405 | |
Series Gallery Drop 043 | 6,700 | |
Series Gallery Drop 046 | 6,455 | |
Series Gallery Drop 048 | 22,147 | |
Series Gallery Drop 050 | 8,349 | |
Series Gallery Drop 051 | 2,701 | |
Series Gallery Drop 052 | 3,480 | |
Series Gallery Drop 053 | 154 | |
Series Gallery Drop 055 | 22,324 | |
Series Gallery Drop 056 | 3,935 | |
Series Gallery Drop 057 | 730 | |
Series Gallery Drop 058 | 11,327 | |
Series Gallery Drop 064 | 11,956 | |
Series Gallery Drop 067 | 29,908 | |
Series Gallery Drop 068 | 15,542 | |
Series Gallery Drop 069 | 3,800 | |
Series Gallery Drop 070 | 13,255 | |
Series Gallery Drop 071 | 22,132 | |
Series Gallery Drop 073 | 458 | |
Series Gallery Drop 076 | 3,448 | |
Series Gallery Drop 077 | 7,265 | |
Series Gallery Drop 083 | 4,579 | |
Series Gallery Drop 086 | 162,458 | |
Series Gallery Drop 089 | 19,446 | |
Series Gallery Drop 091 | 1,839 | |
Series Gallery Drop 093 | 35,247 | |
Series Gallery Drop 096 | 8,600 | |
Series Gallery Drop 098 | 7,305 | |
Series Gallery Drop 100 | 5,800 | |
Series Gallery Drop 102 | 7,755 | |
Series Gallery Drop 105 | 8,000 | |
Series Gallery Drop 109 | 15,749 | |
Series Gallery Drop 112 | 49,300 | |
Series Gallery Drop 113 | 31,097 | |
Series Gallery Drop 114 | 1,746 | |
Series Gallery Drop 115 | 6,478 | |
Series Gallery Drop 116 | 63,395 | |
Series Gallery Drop 117 | 13,508 | |
Series Gallery Drop 119 | 9,140 | |
Total | $ | 707,914 |
Fair Value of Financial Instruments
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FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).
Level 3 – Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.
See discussion of the valuation methods in the section above titled Art and Other Collectible Assets.
Revenue Recognition
The Company adopted ASU 2014-09, Revenue from Contracts with Customers, and its related amendments (collectively known as “ASC 606”), effective January 1, 2019.
The Company determines revenue recognition through the following steps:
●
identification of a contract with a customer;
●
identification of the performance obligations in the contract;
●
determination of the transaction price;
●
allocation of the transaction price to the performance obligations in the contract; and
●
recognition of revenue when or as the performance obligations are satisfied.
No revenue models have been developed at the Company or Series level, and we do not expect the Company or any Series to generate revenue under current operating plans. Gains from sales of Underlying Assets will be presented as other income in the statements of operations as they do not qualify as operating revenues. As of June 30, 2023 and 2022, neither the Company nor any Series had recognized any revenue.
Operating Expenses
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After the closing of an offering of Interests, each Series is responsible for its own operating expenses, including any and all fees, costs and expenses incurred in connection with the management of the Underlying Assets. This includes transportation, import taxes, income taxes, storage (including property rental fees should the Manager decide to rent a property to store a number of Underlying Assets), security, valuation, custodial, marketing and utilization of the Underlying Assets; any fees, costs and expenses incurred in connection with preparing any reports and accounts of each Series, including any blue sky filings required in order for a Series to be made available to investors in certain states, any annual audit of the accounts of such Series (if applicable) and any reports to be filed with the Securities and Exchange Commission (the “Commission”); any and all insurance premiums or expenses, including directors and officers insurance of the directors and officers of the Manager or Asset Manager, in connection with the Underlying Assets; any withholding or transfer taxes imposed on the Company, a Series or any Interest holders as a result of its or their earnings, investments or withdrawals; any governmental fees imposed on the capital of the Company or a Series or incurred in connection with compliance with applicable regulatory requirements; any legal fees and costs (including settlement costs) arising in connection with any litigation or regulatory investigation instituted against the Company, a Series or the Manager in connection with the affairs of the Company or a Series; the fees and expenses of any administrator, if any, engaged to provide administrative services to the Company or a Series; all custodial fees, costs and expenses in connection with the holding of an Underlying Asset; any fees, costs and expenses of a third-party registrar and transfer agent appointed by the Manager in connection with a Series; the cost of the audit of the annual consolidated financial statements of the Company or a Series and the preparation of tax returns and circulation of reports to Interest holders; any indemnification payments; the fees and expenses of counsel to the Company or a Series in connection with advice directly relating to its legal affairs; the costs of any other outside appraisers, valuation firms, accountants, attorneys or other experts or consultants engaged by the Manager in connection with the operations of the Company or a Series; and any similar expenses that may be determined to be operating expenses, as determined by the Manager in its reasonable discretion.
Prior to the closing, operating expenses are borne by the Manager and not reimbursed by the Series. The Manager will bear its own expenses of an ordinary nature, including all costs and expenses on account of rent (other than for storage of the Underlying Assets), supplies, secretarial expenses, stationery, charges for furniture, fixtures and equipment, payroll taxes, remuneration and expenses paid to employees and utilities expenditures (excluding utilities expenditures in connection with the storage of the Underlying Assets).
If the operating expenses exceed the amount of net sales proceeds generated from an Underlying Asset and cannot be covered by any operating expense reserves on the balance sheet of such Series, the Manager may (a) pay such operating expenses and not seek reimbursement; (b) loan the amount of the operating expenses to the applicable Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future gains generated by the sale of such Underlying Asset (“Operating Expenses Reimbursement Obligation(s)”); and/or (c) cause additional Interests to be issued in the such Series in order to cover such additional amounts.
Sourcing Fee: The Asset Manager will be paid a fee as compensation for sourcing each Underlying Asset in an amount equal to up to 10% of the gross offering proceeds of each offering; provided that such sourcing fee may be waived by the Asset Manager.
Brokerage Fee: The broker of record for each offering is expected to receive a brokerage fee equal to 1% of the amount raised from investors through each offering. The Company complies with the requirements of FASB ASC 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity/(deficit) upon the completion of an offering or to expense if the offering is not completed.
Organizational Costs: In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees and costs of incorporation, are expensed as incurred.
Income Taxes
F-171
The Company is a series limited liability company. Accordingly, under the Internal Revenue Code (the “IRC”), all Company taxable income or loss flows through to its sole member, the Manager. Therefore, no provision for income tax has been recorded in the financial statements. Income from the Company is reported and taxed to the members on its individual tax return. However, the Company has elected, in accordance with the IRC, to treat each individual Series as separate subchapter C corporation for tax purposes, although in certain instances described below, the Company has reverted such elections for individual Series. Accordingly, where applicable, a provision for the minimum payment has been recorded for each Series, except as set forth in the tables below. For the six-month period ended June 30, 2023, the Company recorded tax provisions on a total consolidated basis of $1,350 for minimum taxes and income taxes payable of $10,158 with respect to the 2022 tax year for the Series below reflecting utilization of 2019 to December 31, 2022, as applicable, net operating loss carryforwards (“NOLs”).
Series Drop 002, Series Drop 004, Series Drop 008, Series Drop 009, Series Drop 010, Series Gallery Drop 014, Series Gallery Drop 015, Series Gallery Drop 016, Series Gallery Drop 018, Series Gallery Drop 019, Series Gallery Drop 021, Series Gallery Drop 022, Series Gallery Drop 023, Series Gallery Drop 024, Series Gallery Drop 028, Series Gallery Drop 029, Series Gallery Drop 032, Series Gallery Drop 033, Series Gallery Drop 035, Series Gallery Drop 036, Series Gallery Drop 037, Series Gallery Drop 038, Series Gallery Drop 040, Series Gallery Drop 041, Series Gallery Drop 042, Series Gallery Drop 043, Series Gallery Drop 047, Series Gallery Drop 050, Series Gallery Drop 052, Series Gallery Drop 053, Series Gallery Drop 054, Series Gallery Drop 055, Series Gallery Drop 056, Series Gallery Drop 057, Series Gallery Drop 058, Series Gallery Drop 060, Series Gallery Drop 061, Series Gallery Drop 062, Series Gallery Drop 065, Series Gallery Drop 067, Series Gallery Drop 068, Series Gallery Drop 069, Series Gallery Drop 070, Series Gallery Drop 072, Series Gallery Drop 073, Series Gallery Drop 074, Series Gallery Drop 076, Series Gallery Drop 077, Series Gallery Drop 078, Series Gallery Drop 079, Series Gallery Drop 080, Series Gallery Drop 082, Series Gallery Drop 083, Series Gallery Drop 086, Series Gallery Drop 089, Series Gallery Drop 091, Series Gallery Drop 093, Series Gallery Drop 094, Series Gallery Drop 095, Series Gallery Drop 096, Series Gallery Drop 098, Series Gallery Drop 100, Series Gallery Drop 102, Series Gallery Drop 103, Series Gallery Drop 104, Series Gallery Drop 105, Series Gallery Drop 107, Series Gallery Drop 108, Series Gallery Drop 109, Series Gallery Drop 110, Series Gallery Drop 111, Series Gallery Drop 112, Series Gallery Drop 114, Series Gallery Drop 115 and Series Gallery Drop 121 filed final tax returns for the year ended December 31, 2022 and had no tax filing obligations, and thus did not incur the minimum tax, for the 2023 tax year.
For the year ended December 31, 2022, on a total consolidated basis, the Company recorded tax provisions above minimum taxes on a total consolidated basis of $56,445 and income taxes payable of $55,845 for the following Series reflecting utilization of 2019 to 2022, as applicable, NOLs:
Series | Provision for Income Taxes for the Year Ended December 31, 2022 | Income Taxes Payable as of December 31, 2022 | Effective Tax Rate for the Year Ended December 31, 2022 | ||
Series Gallery Drop 018 | $ | 3,024 | $ | 2,974 | 21% |
Series Gallery Drop 023 | 2,983 | 2,933 | 17% | ||
Series Gallery Drop 024 | 1,031 | 981 | 15% | ||
Series Gallery Drop 047 | 10,208 | 10,158 | 25% | ||
Series Gallery Drop 060 | 22,576 | 22,526 | 25% | ||
Series Gallery Drop 062 | 816 | 766 | 17% | ||
Series Gallery Drop 080 | 2,597 | 2,547 | 22% | ||
Series Gallery Drop 082 | 4,936 | 4,886 | 21% | ||
Series Gallery Drop 103 | 3,665 | 3,615 | 24% | ||
Series Gallery Drop 104 | 2,513 | 2,463 | 23% | ||
Series Gallery Drop 105 | 1,095 | 1,045 | 4% | ||
Series Gallery Drop 110 | 1,001 | 951 | 22% | ||
Total | $ | 56,445 | $ | 55,845 |
F-172
Series Gallery Drop 020, Series Gallery Drop 025, Series Gallery Drop 027, Series Gallery Drop 045 and Series Gallery Drop 097 filed final tax returns for the year ended December 31, 2021 and had no tax filing obligations, and thus did not incur the minimum tax, for the year ended December 31, 2022. Employer identification numbers were not obtained for Series Gallery Drop 118 or Series Gallery Drop 120, so such series have no tax filing obligations and did and will not incur the minimum tax for any year.
Prior to the sale of the Underlying Asset of Series Gallery Drop 026, the Manager elected for such Series to be treated as a partnership for tax purposes, instead of as a subchapter C corporation as previously elected. Accordingly, under the IRC, such Series’ taxable income or loss flows through to the members of such Series. Therefore, no provision for income tax has been recorded in the Series financial statements for such Series other than the minimum payment.
Each individual Series records a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets, primarily resulting from NOLs, will not be realized. On a total consolidated basis, the Company’s NOLs as of June 30, 2023 were approximately $479,972, which produced net deferred tax assets of $125,273, using the Company’s estimated future effective tax rate of 26.1%, as detailed in the table below.
Series | NOL Balance as of June 30, 2023 | Deferred Tax Assets from NOLs as of June 30, 2023 | Valuation Allowance | Net Deferred Tax Assets as of June 30, 2023 | ||||
Series #KW | $ | 21,963 | $ | 5,732 | $ | (5,732) | $ | - |
Series Drop 003 | 8,031 | 2,096 | (2,096) | - | ||||
Series Drop 005 | 12,084 | 3,154 | (3,154) | - | ||||
Series Gallery Drop 011 | 8,816 | 2,301 | (2,301) | - | ||||
Series Gallery Drop 012 | 16,432 | 4,289 | (4,289) | - | ||||
Series Gallery Drop 013 | 11,906 | 3,108 | (3,108) | - | ||||
Series Gallery Drop 017 | 11,243 | 2,934 | (2,934) | - | ||||
Series Gallery Drop 030 | 10,892 | 2,843 | (2,843) | - | ||||
Series Gallery Drop 031 | 10,205 | 2,664 | (2,664) | - | ||||
Series Gallery Drop 034 | 17,227 | 4,496 | (4,496) | - | ||||
Series Gallery Drop 039 | 12,013 | 3,135 | (3,135) | - | ||||
Series Gallery Drop 044 | 26,933 | 7,030 | (7,030) | - | ||||
Series Gallery Drop 046 | 7,645 | 1,995 | (1,995) | - | ||||
Series Gallery Drop 048 | 6,613 | 1,726 | (1,726) | - | ||||
Series Gallery Drop 049 | 16,395 | 4,279 | (4,279) | - | ||||
Series Gallery Drop 051 | 7,323 | 1,911 | (1,911) | - | ||||
Series Gallery Drop 059 | 9,226 | 2,408 | (2,408) | - | ||||
Series Gallery Drop 063 | 6,456 | 1,685 | (1,685) | - | ||||
Series Gallery Drop 064 | 7,791 | 2,033 | (2,033) | - | ||||
Series Gallery Drop 066 | 10,095 | 2,635 | (2,635) | - | ||||
Series Gallery Drop 071 | 9,433 | 2,462 | (2,462) | - | ||||
Series Gallery Drop 075 | 55,919 | 14,595 | (14,595) | - | ||||
Series Gallery Drop 099 | 11,525 | 3,008 | (3,008) | - | ||||
Series Gallery Drop 101 | 15,062 | 3,931 | (3,931) | - | ||||
Series Gallery Drop 113 | 48,983 | 12,785 | (12,785) | - | ||||
Series Gallery Drop 116 | 14,695 | 3,835 | (3,835) | - | ||||
Series Gallery Drop 117 | 7,143 | 1,864 | (1,864) | - | ||||
Series Gallery Drop 118 | 48 | 13 | (13) | - | ||||
Series Gallery Drop 119 | 61,602 | 16,078 | (16,078) | - | ||||
Series Gallery Drop 120 | 99 | 26 | (26) | - | ||||
Series Gallery Drop 122 | 9,650 | 2,519 | (2,519) | - | ||||
Series Gallery Drop 123 | 6,524 | 1,703 | (1,703) | - |
F-173
Total | $ | 479,972 | $ | 125,273 | $ | (125,273) | $ | - |
On a total consolidated basis, the Company’s NOLs as of December 31, 2022 were approximately $2,256,492, which produced net deferred tax assets of $588,947, using the Company’s estimated future effective tax rate of 26.1%, as detailed in the table below.
Series | NOL Balance as of December 31, 2022 | Deferred Tax Assets from NOLs as of December 31, 2022 | Valuation Allowance | Net Deferred Tax Assets as of December 31, 2022 | ||||
Series #KW | $ | 19,837 | $ | 5,177 | $ | (5,177) | $ | - |
Series Drop 002 | 7,398 | 1,931 | (1,931) | - | ||||
Series Drop 003 | 6,339 | 1,654 | (1,654) | - | ||||
Series Drop 004 | 34,529 | 9,012 | (9,012) | - | ||||
Series Drop 005 | 10,365 | 2,705 | (2,705) | - | ||||
Series Drop 008 | 13,560 | 3,539 | (3,539) | - | ||||
Series Drop 009 | 244,014 | 63,688 | (63,688) | - | ||||
Series Drop 010 | 6,149 | 1,605 | (1,605) | - | ||||
Series Gallery Drop 011 | 7,274 | 1,899 | (1,899) | - | ||||
Series Gallery Drop 012 | 14,572 | 3,803 | (3,803) | - | ||||
Series Gallery Drop 013 | 10,198 | 2,662 | (2,662) | - | ||||
Series Gallery Drop 014 | 8,019 | 2,093 | (2,093) | - | ||||
Series Gallery Drop 015 | 21,121 | 5,513 | (5,513) | - | ||||
Series Gallery Drop 016 | 6,389 | 1,668 | (1,668) | - | ||||
Series Gallery Drop 017 | 9,629 | 2,513 | (2,513) | - | ||||
Series Gallery Drop 019 | 12,723 | 3,321 | (3,321) | - | ||||
Series Gallery Drop 021 | 5,935 | 1,549 | (1,549) | - | ||||
Series Gallery Drop 022 | 6,367 | 1,662 | (1,662) | - | ||||
Series Gallery Drop 028 | 6,506 | 1,698 | (1,698) | - | ||||
Series Gallery Drop 029 | 6,617 | 1,727 | (1,727) | - | ||||
Series Gallery Drop 030 | 9,348 | 2,440 | (2,440) | - | ||||
Series Gallery Drop 031 | 8,607 | 2,246 | (2,246) | - | ||||
Series Gallery Drop 032 | 595 | 155 | (155) | - | ||||
Series Gallery Drop 033 | 6,844 | 1,786 | (1,786) | - | ||||
Series Gallery Drop 034 | 14,618 | 3,815 | (3,815) | - | ||||
Series Gallery Drop 035 | 51,213 | 13,367 | (13,367) | - | ||||
Series Gallery Drop 036 | 7,747 | 2,022 | (2,022) | - | ||||
Series Gallery Drop 037 | 6,682 | 1,744 | (1,744) | - | ||||
Series Gallery Drop 038 | 28,439 | 7,423 | (7,423) | - | ||||
Series Gallery Drop 039 | 10,364 | 2,705 | (2,705) | - | ||||
Series Gallery Drop 040 | 6,626 | 1,729 | (1,729) | - | ||||
Series Gallery Drop 041 | 5,466 | 1,427 | (1,427) | - | ||||
Series Gallery Drop 042 | 5,988 | 1,563 | (1,563) | - | ||||
Series Gallery Drop 043 | 8,309 | 2,169 | (2,169) | - | ||||
Series Gallery Drop 044 | 23,684 | 6,182 | (6,182) | - | ||||
Series Gallery Drop 046 | 6,031 | 1,574 | (1,574) | - | ||||
Series Gallery Drop 048 | 4,990 | 1,302 | (1,302) | - | ||||
Series Gallery Drop 049 | 14,331 | 3,740 | (3,740) | - | ||||
Series Gallery Drop 050 | 22,880 | 5,972 | (5,972) | - | ||||
Series Gallery Drop 051 | 5,766 | 1,505 | (1,505) | - |
F-174
Series Gallery Drop 052 | 9,560 | 2,495 | (2,495) | - | ||||
Series Gallery Drop 053 | 58,805 | 15,348 | (15,348) | - | ||||
Series Gallery Drop 054 | 8,927 | 2,330 | (2,330) | - | ||||
Series Gallery Drop 055 | 28,742 | 7,502 | (7,502) | - | ||||
Series Gallery Drop 056 | 12,811 | 3,344 | (3,344) | - | ||||
Series Gallery Drop 057 | 10,984 | 2,867 | (2,867) | - | ||||
Series Gallery Drop 058 | 20,058 | 5,235 | (5,235) | - | ||||
Series Gallery Drop 059 | 7,546 | 1,970 | (1,970) | - | ||||
Series Gallery Drop 061 | 13,886 | 3,624 | (3,624) | - | ||||
Series Gallery Drop 063 | 4,922 | 1,285 | (1,285) | - | ||||
Series Gallery Drop 064 | 5,523 | 1,442 | (1,442) | - | ||||
Series Gallery Drop 065 | 1,508 | 394 | (394) | - | ||||
Series Gallery Drop 066 | 8,452 | 2,206 | (2,206) | - | ||||
Series Gallery Drop 067 | 47,004 | 12,268 | (12,268) | - | ||||
Series Gallery Drop 068 | 19,385 | 5,059 | (5,059) | - | ||||
Series Gallery Drop 069 | 32,454 | 8,470 | (8,470) | - | ||||
Series Gallery Drop 070 | 24,842 | 6,484 | (6,484) | - | ||||
Series Gallery Drop 071 | 7,742 | 2,021 | (2,021) | - | ||||
Series Gallery Drop 072 | 225,135 | 58,760 | (58,760) | - | ||||
Series Gallery Drop 073 | 30,796 | 8,038 | (8,038) | - | ||||
Series Gallery Drop 074 | 12,914 | 3,371 | (3,371) | - | ||||
Series Gallery Drop 075 | 55,919 | 14,595 | (14,595) | - | ||||
Series Gallery Drop 076 | 56,996 | 14,876 | (14,876) | - | ||||
Series Gallery Drop 077 | 35,587 | 9,288 | (9,288) | - | ||||
Series Gallery Drop 078 | 3,946 | 1,030 | (1,030) | - | ||||
Series Gallery Drop 079 | 8,544 | 2,230 | (2,230) | - | ||||
Series Gallery Drop 083 | 36,325 | 9,481 | (9,481) | - | ||||
Series Gallery Drop 086 | 230,317 | 60,113 | (60,113) | - | ||||
Series Gallery Drop 089 | 25,468 | 6,647 | (6,647) | - | ||||
Series Gallery Drop 091 | 26,660 | 6,958 | (6,958) | - | ||||
Series Gallery Drop 093 | 36,495 | 9,525 | (9,525) | - | ||||
Series Gallery Drop 094 | 10,967 | 2,862 | (2,862) | - | ||||
Series Gallery Drop 095 | 35,657 | 9,306 | (9,306) | - | ||||
Series Gallery Drop 096 | 20,268 | 5,290 | (5,290) | - | ||||
Series Gallery Drop 098 | 14,267 | 3,724 | (3,724) | - | ||||
Series Gallery Drop 099 | 9,691 | 2,529 | (2,529) | - | ||||
Series Gallery Drop 100 | 8,586 | 2,241 | (2,241) | - | ||||
Series Gallery Drop 101 | 13,093 | 3,417 | (3,417) | - | ||||
Series Gallery Drop 102 | 15,002 | 3,916 | (3,916) | - | ||||
Series Gallery Drop 107 | 17,766 | 4,637 | (4,637) | - | ||||
Series Gallery Drop 108 | 25,741 | 6,718 | (6,718) | - | ||||
Series Gallery Drop 109 | 22,714 | 5,928 | (5,928) | - | ||||
Series Gallery Drop 111 | 12,877 | 3,361 | (3,361) | - | ||||
Series Gallery Drop 112 | 63,602 | 16,600 | (16,600) | - | ||||
Series Gallery Drop 113 | 48,983 | 12,785 | (12,785) | - | ||||
Series Gallery Drop 114 | 3,846 | 1,004 | (1,004) | - | ||||
Series Gallery Drop 115 | 12,221 | 3,190 | (3,190) | - | ||||
Series Gallery Drop 116 | 12,635 | 3,298 | (3,298) | - | ||||
Series Gallery Drop 117 | 5,499 | 1,435 | (1,435) | - | ||||
Series Gallery Drop 118 | 48 | 13 | (13) | - | ||||
Series Gallery Drop 119 | 61,602 | 16,078 | (16,078) | - |
F-175
Series Gallery Drop 120 | 99 | 26 | (26) | - | ||||
Series Gallery Drop 121 | 14,211 | 3,709 | (3,709) | - | ||||
Series Gallery Drop 122 | 7,871 | 2,054 | (2,054) | - | ||||
Series Gallery Drop 123 | 4,924 | 1,285 | (1,285) | - | ||||
Total | $ | 2,256,492 | $ | 588,947 | $ | (588,947) | $ | - |
Based on consideration of the available evidence, including historical losses, the Company’s net deferred tax assets from its NOLs as of June 30, 2023 and December 31, 2022 are fully offset by a valuation allowance, and therefore, no tax benefit applicable to the loss for each individual Series in a loss position for the six-month period ended June 30, 2023 and the year ended December 31, 2022 has been recognized. The net losses do not expire for federal income tax purposes.
Prior to the sale of the Underlying Assets of Series Gallery Drop 020, Series Gallery Drop 027, Series Gallery Drop 045 and Series Gallery Drop 097, the Manager elected for each such Series to be treated as a partnership for tax purposes, instead of as a subchapter C corporation as previously elected. Accordingly, under the IRC, all such Series’ taxable income or loss flows through to the members of such Series. Therefore, no provision for income tax has been recorded in the Series financial statements for such Series.
The Company complies with FASB ASC 740 for accounting for uncertainty in income taxes recognized in a company’s consolidated financial statements, which prescribes a recognition threshold and measurement process for consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements or any Series financial statements. The Company believes that its income tax positions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position.
The Company is not presently subject to any income tax audit in any taxing jurisdiction.
Members’ Equity/(Deficit)
Members’ equity/(deficit) for the Company and any Series consists of capital contributions, equity to artists or third parties, membership contributions, distributions and retained earnings / (accumulated deficit).
Capital contributions are made by the Manager to cover operating expenses for which the Manager has elected not to be reimbursed.
With respect to equity issued to artists or third parties, in certain instances, Interests in a particular Series are issued as part of the total purchase consideration for and/or in connection with the acquisition of the Underlying Asset of such Series (for example, Interests issued to an asset seller or consignor as partial consideration for an Underlying Asset), in each case as described in the respective offering statement filed with the Commission on Form 1-A, as amended and supplemented from time to time.
Membership contributions are made to a Series from a successful closing of the offering of such Series’ Interests and are calculated as the value of Interests sold in such offering net of brokerage fee (paid from the proceeds of the successfully such offering). Membership contributions may be made by both third parties and the Manager.
Distributions are made by a Series upon the occurrence of a liquidation event relating to the Series.
Earnings / (Loss) per Interest
F-176
Upon completion of an offering, each Series complies with accounting and disclosure requirement of ASC Topic 260, “Earnings per Share.” For each Series, earnings / (loss) per Interest (“EPI”) is computed by dividing net (loss) / income for a particular Series by the weighted average number of outstanding Interests in that particular Series during the year.
As of June 30, 2023 and 2022, the following Series had closed offerings, and the EPI for each Series was as follows (the following table excludes each Series that had only one Interest outstanding, held by the Manager, as of June 30, 2023 and 2022):
June 30, 2023 | June 30, 2022 | ||||||||
Series | Membership Interests | Net (Loss) / Income | EPI | Net (Loss) / Income | EPI | ||||
Series #KW | 10,000 | $ | (2,126) | $ | (0.21) | $ | (2,757) | $ | (0.28) |
Series Drop 002 | 1,000 | - | - | (2,062) | (2.06) | ||||
Series Drop 003 | 1,000 | (19,692) | (19.69) | (2,075) | (2.08) | ||||
Series Drop 004 | 1,000 | - | - | (2,110) | (2.11) | ||||
Series Drop 005 | 1,250 | (1,719) | (1.38) | (2,263) | (1.81) | ||||
Series Drop 008 | 1,000 | - | - | (2,078) | (2.08) | ||||
Series Drop 009 | 3,250 | - | - | (3,000) | (0.92) | ||||
Series Drop 010 | 1,000 | - | - | (2,041) | (2.04) | ||||
Series Gallery Drop 011 | 1,000 | (1,542) | (1.54) | (2,038) | (2.04) | ||||
Series Gallery Drop 012 | 2,000 | (1,860) | (0.93) | (2,430) | (1.22) | ||||
Series Gallery Drop 013 | 1,500 | (1,708) | (1.14) | (2,243) | (1.50) | ||||
Series Gallery Drop 014 | 1,000 | - | - | (2,062) | (2.06) | ||||
Series Gallery Drop 015 | 1,000 | - | - | (2,044) | (2.04) | ||||
Series Gallery Drop 016 | 1,000 | - | - | (2,026) | (2.03) | ||||
Series Gallery Drop 017 | 1,000 | (1,614) | (1.61) | (2,127) | (2.13) | ||||
Series Gallery Drop 018 | 480 | - | - | (2,000) | (4.17) | ||||
Series Gallery Drop 019 | 750 | - | - | (2,024) | (2.70) | ||||
Series Gallery Drop 020 | 1,820 | - | - | - | - | ||||
Series Gallery Drop 021 | 1,100 | - | - | (2,050) | (1.86) | ||||
Series Gallery Drop 022 | 1,000 | - | - | (2,061) | (2.06) | ||||
Series Gallery Drop 023 | 1,000 | - | - | (2,011) | (2.01) | ||||
Series Gallery Drop 024 | 1,000 | - | - | (2,038) | (2.04) | ||||
Series Gallery Drop 025 | 1,000 | - | - | - | - | ||||
Series Gallery Drop 026 | 2,000 | - | - | 103,115 | 51.56 | ||||
Series Gallery Drop 027 | 5,000 | - | - | - | - | ||||
Series Gallery Drop 028 | 2,000 | - | - | (2,023) | (1.01) | ||||
Series Gallery Drop 029 | 5,000 | - | - | (2,140) | (0.43) | ||||
Series Gallery Drop 030 | 2,000 | (1,544) | (0.77) | (2,041) | (1.02) | ||||
Series Gallery Drop 031 | 2,000 | (1,598) | (0.80) | (2,108) | (1.05) | ||||
Series Gallery Drop 032 | 5,000 | - | - | (1,977) | (0.40) | ||||
Series Gallery Drop 033 | 2,400 | - | - | (2,033) | (0.85) | ||||
Series Gallery Drop 034 | 21,250 | (2,609) | (0.12) | (3,318) | (0.16) | ||||
Series Gallery Drop 035 | 3,750 | - | - | (2,205) | (0.59) | ||||
Series Gallery Drop 036 | 5,100 | - | - | (2,122) | (0.42) | ||||
Series Gallery Drop 037 | 2,650 | - | - | (2,044) | (0.77) | ||||
Series Gallery Drop 038 | 7,350 | - | - | (2,204) | (0.30) | ||||
Series Gallery Drop 039 | 6,750 | (1,649) | (0.24) | (2,170) | (0.32) | ||||
Series Gallery Drop 040 | 3,550 | - | - | (2,072) | (0.58) | ||||
Series Gallery Drop 041 | 5,500 | - | - | (1,978) | (0.36) |
F-177
Series Gallery Drop 042 | 2,100 | - | - | (2,028) | (0.97) | ||||
Series Gallery Drop 043 | 6,700 | - | - | (8,872) | (1.32) | ||||
Series Gallery Drop 044 | 70,000 | (3,249) | (0.05) | (4,139) | (0.06) | ||||
Series Gallery Drop 045 | 23,000 | - | - | - | - | ||||
Series Gallery Drop 046 | 5,300 | (1,614) | (0.30) | (2,030) | (0.38) | ||||
Series Gallery Drop 047 | 3,000 | - | - | (1,982) | (0.66) | ||||
Series Gallery Drop 048 | 5,800 | (7,523) | (1.30) | (2,074) | (0.36) | ||||
Series Gallery Drop 049 | 22,500 | (112,540) | (5.00) | (2,605) | (0.12) | ||||
Series Gallery Drop 050 | 2,950 | - | - | (1,970) | (0.67) | ||||
Series Gallery Drop 051 | 3,100 | (5,157) | (1.66) | (1,983) | (0.64) | ||||
Series Gallery Drop 052 | 1,000 | - | - | (1,916) | (1.92) | ||||
Series Gallery Drop 053 | 7,950 | - | - | (2,147) | (0.27) | ||||
Series Gallery Drop 054 | 1,900 | - | - | (1,946) | (1.02) | ||||
Series Gallery Drop 055 | 4,750 | - | - | (2,037) | (0.43) | ||||
Series Gallery Drop 056 | 2,120 | - | - | (1,953) | (0.92) | ||||
Series Gallery Drop 057 | 1,800 | - | - | (1,943) | (1.08) | ||||
Series Gallery Drop 058 | 2,240 | - | - | (6,757) | (3.02) | ||||
Series Gallery Drop 059 | 7,760 | (1,680) | (0.22) | (2,133) | (0.27) | ||||
Series Gallery Drop 060 | 5,110 | - | - | 89,709 | 17.56 | ||||
Series Gallery Drop 061 | 2,310 | - | - | (1,960) | (0.85) | ||||
Series Gallery Drop 062 | 1,620 | - | - | (1,938) | (1.20) | ||||
Series Gallery Drop 063 | 2,110 | (3,334) | (1.58) | (1,953) | (0.91) | ||||
Series Gallery Drop 064 | 3,370 | (2,268) | (0.67) | (1,993) | (0.59) | ||||
Series Gallery Drop 065 | 2,612 | - | - | (1,953) | (0.75) | ||||
Series Gallery Drop 066 | 9,470 | (1,643) | (0.17) | (2,188) | (0.23) | ||||
Series Gallery Drop 067 | 6,320 | - | - | (2,086) | (0.33) | ||||
Series Gallery Drop 068 | 2,530 | - | - | (3,766) | (1.49) | ||||
Series Gallery Drop 069 | 3,700 | - | - | (5,804) | (1.57) | ||||
Series Gallery Drop 070 | 3,280 | - | - | (1,991) | (0.61) | ||||
Series Gallery Drop 071 | 10,390 | (1,691) | (0.16) | (2,137) | (0.21) | ||||
Series Gallery Drop 072 | 35,000 | - | - | (2,824) | (0.08) | ||||
Series Gallery Drop 073 | 4,660 | - | - | (2,033) | (0.44) | ||||
Series Gallery Drop 074 | 2,200 | - | - | (1,956) | (0.89) | ||||
Series Gallery Drop 075 | 5,830 | - | - | (1,591) | (0.27) | ||||
Series Gallery Drop 076 | 5,830 | - | - | (2,071) | (0.36) | ||||
Series Gallery Drop 077 | 3,880 | - | - | (2,010) | (0.52) | ||||
Series Gallery Drop 078 | 2,200 | - | - | (1,955) | (0.89) | ||||
Series Gallery Drop 079 | 2,120 | - | - | (1,953) | (0.92) | ||||
Series Gallery Drop 080 | 1,580 | - | - | (1,936) | (1.23) | ||||
Series Gallery Drop 082 | 8,420 | - | - | 23,502 | 2.79 | ||||
Series Gallery Drop 083 | 4,740 | - | - | (2,036) | (0.43) | ||||
Series Gallery Drop 086 | 36,470 | - | - | (2,184) | (0.06) | ||||
Series Gallery Drop 089 | 2,520 | - | - | (21,065) | (8.36) | ||||
Series Gallery Drop 091 | 3,940 | - | - | (1,491) | (0.38) | ||||
Series Gallery Drop 093 | 4,580 | - | - | (15,431) | (3.37) | ||||
Series Gallery Drop 094 | 2,280 | - | - | (1,957) | (0.86) | ||||
Series Gallery Drop 095 | 4,760 | - | - | (2,037) | (0.43) | ||||
Series Gallery Drop 096 | 3,050 | - | - | (10,582) | (3.47) | ||||
Series Gallery Drop 097 | 3,160 | - | - | - | - | ||||
Series Gallery Drop 098 | 1,470 | - | - | (1,932) | (1.31) | ||||
Series Gallery Drop 099 | 13,680 | (1,834) | (0.13) | (2,322) | (0.17) |
F-178
Series Gallery Drop 100 | 1,950 | - | - | (7,747) | (3.97) | ||||
Series Gallery Drop 101 | 21,130 | (1,969) | (0.09) | (2,346) | (0.11) | ||||
Series Gallery Drop 102 | 1,480 | - | - | (1,932) | (1.31) | ||||
Series Gallery Drop 103 | 1,840 | - | - | 15,101 | 8.21 | ||||
Series Gallery Drop 104 | 1,310 | - | - | (1,927) | (1.47) | ||||
Series Gallery Drop 105 | 6,500 | - | - | (10,028) | (1.54) | ||||
Series Gallery Drop 107 | 2,380 | - | - | (1,961) | (0.82) | ||||
Series Gallery Drop 108 | 3,170 | - | - | (1,986) | (0.63) | ||||
Series Gallery Drop 109 | 3,240 | - | - | (10,455) | (3.23) | ||||
Series Gallery Drop 110 | 1,060 | - | - | 4,560 | 4.30 | ||||
Series Gallery Drop 111 | 1,890 | - | - | (1,949) | (1.03) | ||||
Series Gallery Drop 112 | 7,500 | - | - | (2,137) | (0.28) | ||||
Series Gallery Drop 113 | 5,790 | - | - | (2,080) | (0.36) | ||||
Series Gallery Drop 114 | 1,350 | - | - | (1,931) | (1.43) | ||||
Series Gallery Drop 115 | 1,650 | - | - | (8,041) | (4.87) | ||||
Series Gallery Drop 116 | 236,800 | (2,060) | (0.01) | (11,055) | (0.05) | ||||
Series Gallery Drop 117 | 93,700 | (32,981) | (0.35) | (16,159) | (0.17) | ||||
Series Gallery Drop 119 | 88,400 | - | - | (5,584) | (0.06) | ||||
Series Gallery Drop 121 | 32,800 | - | - | (3,230) | (0.10) | ||||
Series Gallery Drop 122 | 115,800 | (1,779) | (0.02) | (6,614) | (0.06) | ||||
Series Gallery Drop 123 | 46,800 | $ | (1,600) | $ | (0.03) | $ | (3,824) | $ | (0.08) |
Allocation Methodology
To the extent relevant, offering expenses, acquisition expenses, operating expenses, revenue generated from Underlying Assets and any indemnification payments made by the Company will be allocated amongst the various Interests in accordance with the Manager’s allocation policy. The allocation policy requires the Manager to allocate items that are allocable to a specific Series to be borne by, or distributed to, as applicable, the applicable Series. If, however, an item is not allocable to a specific Series but to the Company in general, it will be allocated pro rata based on the value of Underlying Assets or the number of Interests, as reasonably determined by the Manager or as otherwise set forth in the allocation policy. By way of example, it is anticipated that revenues and expenses will be allocated as follows:
Revenue or Expense Item | Details | Allocation Policy (if revenue or expense is not clearly allocable to a specific Underlying Asset) | ||
Revenue | Revenue from events and leasing opportunities for the asset | Allocable pro rata to the value of each Underlying Asset | ||
Asset sponsorship models | Allocable pro rata to the value of each Underlying Asset |
Offering Expenses | Filing expenses related to submission of regulatory paperwork for a series | Allocable pro rata to the number of Underlying Assets | ||
Underwriting expense incurred outside of Brokerage Fee | Allocable pro rata to the number of Underlying Assets | |||
Legal expenses related to the submission of regulatory paperwork for a series | Allocable pro rata to the number of Underlying Assets | |||
Audit and accounting work related to the regulatory paperwork or a series | Allocable pro rata to the number of Underlying Assets | |||
Escrow agent fees for the administration of escrow accounts related to the offering | Allocable pro rata to the number of Underlying Assets |
F-179
Compliance work, including diligence related to the preparation of a series | Allocable pro rata to the number of Underlying Assets |
F-180
Acquisition Expense | Transportation of Underlying Asset as at time of acquisition | Allocable pro rata to the number of Underlying Assets | ||
Insurance of Underlying Asset as at time of acquisition | Allocable pro rata to the value of each Underlying Asset | |||
Preparation of marketing materials | Allocable pro rata to the number of Underlying Assets | |||
Pre-purchase inspection | Allocable pro rata to the number of Underlying Assets | |||
Interest expense in the case an Underlying Asset was pre-purchased us prior to the closing of an offering through a loan | Allocable directly to the applicable Underlying Asset | |||
Storage | Allocable pro rata to the number of Underlying Assets | |||
Security (e.g., surveillance and patrols) | Allocable pro rata to the number of Underlying Assets | |||
Custodial fees | Allocable pro rata to the number of Underlying Assets |
Operating | Appraisal and valuation fees | Allocable pro rata to the number of Underlying Assets | ||
Expense | Marketing expenses in connection with any revenue-generating event | Allocable pro rata to the value of each Underlying Asset | ||
Insurance | Allocable pro rata to the value of each Underlying Asset | |||
Maintenance | Allocable directly to the applicable Underlying Asset | |||
Transportation to any revenue-generating event | Allocable pro rata to the number of Underlying Assets | |||
Ongoing reporting requirements (e.g., Reg A+ or Exchange Act reporting) | Allocable pro rata to the number of Underlying Assets | |||
Audit, accounting and bookkeeping related to the reporting requirements of the series | Allocable pro rata to the number of Underlying Assets | |||
Other revenue-generating event related expenses (e.g., location, catering, facility management, film and photography crew) | Allocable pro rata to the value of each Underlying Asset |
Indemnification Payments | Indemnification payments under the operating agreement | Allocable pro rata to the value of each Underlying Asset |
Notwithstanding the foregoing, the Manager may revise and update the allocation policy from time to time in its reasonable discretion without further notice.
NOTE 4: RELATED PARTY TRANSACTIONS
In the normal course of business, the Series acquire Underlying Assets from the Manager in exchange for promissory notes, which may or may not be interest bearing. Each note matures, and principal and accrued interest for each is due, within fourteen days of the closing of the offering for the associated Series.
No principal balance was owed to the Manager as of June 30, 2023 or December 31, 2022. No promissory notes were issued during the six-month period ended June 30, 2023 or the year ended December 31, 2022. During the year ended December 31, 2022, Series repaid the following promissory notes, as detailed in the table below:
Series | Note Issuance Date | Note Principal Amount | Interest Rate(1) | Note Repayment Date | |
Series Gallery Drop 116 | 09/15/21 | $ | 225,000 | 0% | 02/28/22 |
Series Gallery Drop 117 | 10/25/21 | 89,000 | 0% | 02/28/22 | |
Series Gallery Drop 118 | 10/25/21 | 28,545 | 0% | Canceled(2) | |
Series Gallery Drop 119 | 11/30/21 | 84,000 | 0% | 03/09/22 |
F-181
Series Gallery Drop 120 | 11/30/21 | 26,400 | 0% | Canceled(2) | |
Series Gallery Drop 121 | 11/30/21 | 31,200 | 0% | 03/02/22 | |
Series Gallery Drop 122 | 11/30/21 | 110,000 | 0% | 02/28/22 | |
Series Gallery Drop 123 | 11/30/21 | $ | 44,444 | 0% | 03/09/22 |
(1)
Notes with a 0% interest rate are non-interest bearing.
(2)
On February 9, 2022, Series Gallery Drop 118 and Series Gallery Drop 120 each resold the Underlying Asset held by such Series to the Manager, the seller of such assets, in exchange for cancellation of the promissory notes issued to the Manager in connection with the purchase of such Underlying Assets. The notes did not bear any interest, and the obligation of such Series to make any payments under the notes terminated upon the closings of the sales. The Series were and are not in default under the notes.
Because these are related party transactions, no guarantee can be made that the terms of the arrangements are at arm’s length.
On April 15, 2021, Series Gallery Drop 044 entered into a Purchase and Sale Agreement Addendum with the Manager, in its capacity as seller of the Series Gallery Drop 044 Underlying Asset. The Manager originally acquired the Series Gallery Drop 044 Underlying Asset from the prior owner of the Asset for a total cost of $650,000, of which $500,000 was paid in cash by the Manager and the remainder of which was paid in the form of in-kind consideration consisting of another asset then owned by the Manager, which was transferred to the prior Series Gallery Drop 044 Underlying Asset owner. The Manager acquired the in-kind consideration from an advisor to the Manager for a total cost of $150,000, all of which was paid on behalf of the Manager by Series Gallery Drop 044 in the form of the Series Gallery Drop 044 Interests to the advisor. In addition, the advisor invested $83,300 in cash in Series Gallery Drop 044 in a private placement transaction, with $50,800 paid in cash by the advisor and $32,500 paid by the advisor’s agreement to waive and not be paid the commission fee of the same amount owed to the advisor with respect to the acquisition of the Series Gallery Drop 044 Underlying Asset. Thus, the advisor received 23,330 Series Gallery Drop 044 Interests in the aggregate from the private placement transaction and the in-kind consideration. As the result of a mutual mistake, Series Gallery Drop 044 issued to the Manager, in its capacity as seller of the Series Gallery Drop 044 Underlying Asset, a promissory note in the original principal amount of $416,700 instead of $467,500, being the actual cash amount spent by the Manager to acquire the Asset ($500,000) less the $32,500 commission. Series Gallery Drop 044 incorrectly paid this commission to the Manager on April 22, 2021 from the proceeds of the offering of Series Gallery Drop 044 Interests. This amount is being treated as a prepayment of operating expenses by Series Gallery Drop 044, and a liability of the Manager. Since the Manager received $50,800 less in cash than was paid to acquire the Series Gallery Drop 044 Underlying Asset from the prior Series Gallery Drop 044 Underlying Asset owner, Series Gallery Drop 044 agreed to satisfy such shortfall by paying to the Manager, in its capacity as seller of the Series Gallery Drop 044 Underlying Asset, $50,800 in cash pursuant to the addendum. Series Gallery Drop 044 utilized the cash proceeds from the sale of Series Gallery Drop 044 Interests to the advisor referred to above to satisfy such shortfall.
To fund its organizational costs and start-up activities as well as to advance funds on behalf of a Series to purchase assets, the Manager has covered the expenses and costs of the Company and its Series thus far on a non-interest-bearing extension of revolving credit. The Company will evaluate when is best to repay the Manager depending on operations and fundraising ability. In general, the Company will repay the Manager for funds extended to acquire assets from the Series subscription proceeds (less the applicable management fees), as they are received. As of June 30, 2023, the Company had $180,384 due to the Manager, with $45,371 in other (legal and taxes), accounting, storage and insurance fees and expenses associated with and incurred on behalf of the Series during the six-month period ended June 30, 2023, as detailed in the table below:
Series | Other | Accounting | Storage | Provision for Income Tax | Insurance | Total | ||||||
Series #KW | $ | 171 | $ | 1,086 | $ | 172 | $ | 50 | $ | 647 | $ | 2,126 |
Series Drop 003 | 171 | 1,086 | 292 | 50 | 93 | 1,692 |
F-182
Series Drop 005 | 171 | 1,086 | 172 | 50 | 240 | 1,719 | ||||||
Series Gallery Drop 011 | 171 | 1,086 | 172 | 50 | �� | 63 | 1,542 | |||||
Series Gallery Drop 012 | 171 | 1,086 | 172 | 50 | 381 | 1,860 | ||||||
Series Gallery Drop 013 | 171 | 1,086 | 172 | 50 | 229 | 1,708 | ||||||
Series Gallery Drop 017 | 171 | 1,086 | 172 | 50 | 135 | 1,614 | ||||||
Series Gallery Drop 030 | 171 | 1,086 | 172 | 50 | 65 | 1,544 | ||||||
Series Gallery Drop 031 | 171 | 1,086 | 172 | 50 | 119 | 1,598 | ||||||
Series Gallery Drop 034 | 171 | 1,086 | 172 | 50 | 1,130 | 2,609 | ||||||
Series Gallery Drop 039 | 171 | 1,086 | 172 | 50 | 170 | 1,649 | ||||||
Series Gallery Drop 046 | 171 | 1,086 | 172 | 50 | 135 | 1,614 | ||||||
Series Gallery Drop 048 | 171 | 1,086 | 172 | 50 | 144 | 1,623 | ||||||
Series Gallery Drop 049 | 171 | 1,086 | 172 | 50 | 585 | 2,064 | ||||||
Series Gallery Drop 051 | 171 | 1,086 | 172 | 50 | 78 | 1,557 | ||||||
Series Gallery Drop 059 | 171 | 1,086 | 172 | 50 | 201 | 1,680 | ||||||
Series Gallery Drop 063 | 171 | 1,086 | 172 | 50 | 55 | 1,534 | ||||||
Series Gallery Drop 064 | 113 | 1,086 | 114 | 50 | 55 | 1,418 | ||||||
Series Gallery Drop 066 | 171 | 1,086 | 172 | 50 | 164 | 1,643 | ||||||
Series Gallery Drop 071 | 171 | 1,086 | 172 | 50 | 212 | 1,691 | ||||||
Series Gallery Drop 099 | 171 | 1,086 | 172 | 50 | 355 | 1,834 | ||||||
Series Gallery Drop 101 | 171 | 1,086 | 172 | 50 | 490 | 1,969 | ||||||
Series Gallery Drop 116 | 171 | 1,086 | 172 | 50 | 581 | 2,060 | ||||||
Series Gallery Drop 117 | 171 | 1,086 | 172 | 50 | 165 | 1,644 | ||||||
Series Gallery Drop 122 | 171 | 1,086 | 172 | 50 | 300 | 1,779 | ||||||
Series Gallery Drop 123 | 171 | 1,086 | 172 | 50 | 121 | 1,600 | ||||||
Total | $ | 4,388 | $ | 28,236 | $ | 4,534 | $ | 1,300 | $ | 6,913 | $ | 45,371 |
As of December 31, 2022, the Company had $143,748 due to the Manager, with $96,320 in other (legal and taxes), accounting, storage and insurance fees and expenses associated with and incurred on behalf of the Series during the year ended December 31, 2022, as detailed in the table below:
Series | Other | Accounting | Storage | Provision for Income Tax | Insurance | Total | ||||||
Series #KW | $ | 809 | $ | 2,029 | $ | 523 | $ | 50 | $ | 955 | $ | 4,366 |
Series Drop 003 | 809 | 2,029 | 177 | 50 | 137 | 3,202 | ||||||
Series Drop 005 | 809 | 2,029 | 272 | 50 | 362 | 3,522 | ||||||
Series Gallery Drop 011 | 809 | 2,029 | 158 | 50 | 93 | 3,139 | ||||||
Series Gallery Drop 012 | 809 | 2,029 | 357 | 50 | 563 | 3,808 | ||||||
Series Gallery Drop 013 | 809 | 2,029 | 262 | 50 | 339 | 3,489 | ||||||
Series Gallery Drop 017 | 809 | 2,029 | 203 | 50 | 199 | 3,290 | ||||||
Series Gallery Drop 030 | 809 | 2,029 | 370 | 50 | 97 | 3,355 | ||||||
Series Gallery Drop 031 | 809 | 2,029 | 193 | 50 | 176 | 3,257 | ||||||
Series Gallery Drop 034 | 809 | 2,029 | 807 | 50 | 1,653 | 5,348 | ||||||
Series Gallery Drop 039 | 809 | 2,029 | 225 | 50 | 251 | 3,364 | ||||||
Series Gallery Drop 046 | 728 | 2,010 | 205 | 50 | 203 | 3,196 | ||||||
Series Gallery Drop 048 | 753 | 2,010 | 215 | 50 | 228 | 3,256 | ||||||
Series Gallery Drop 049 | 753 | 2,010 | 484 | 50 | 864 | 4,161 | ||||||
Series Gallery Drop 051 | 753 | 2,010 | 168 | 50 | 117 | 3,098 | ||||||
Series Gallery Drop 059 | 753 | 2,010 | 244 | 50 | 297 | 3,354 | ||||||
Series Gallery Drop 063 | 753 | 2,010 | 153 | 50 | 80 | 3,046 | ||||||
Series Gallery Drop 064 | 753 | 2,010 | 173 | 50 | 129 | 3,115 | ||||||
Series Gallery Drop 066 | 753 | 2,010 | 272 | 50 | 292 | 3,377 | ||||||
Series Gallery Drop 071 | 753 | 2,010 | 246 | 50 | 362 | 3,421 | ||||||
Series Gallery Drop 099 | 753 | 2,010 | 340 | 50 | 524 | 3,677 | ||||||
Series Gallery Drop 101 | 752 | 2,010 | 460 | 50 | 547 | 3,819 | ||||||
Series Gallery Drop 113 | 474 | 1,622 | 121 | 50 | 127 | 2,394 | ||||||
Series Gallery Drop 116(1) | 1,702 | 1,012 | 501 | - | 906 | 4,121 |
F-183
Series Gallery Drop 117 | 362 | 1,012 | 270 | 50 | 291 | 1,985 | ||||||
Series Gallery Drop 119 | 1,609 | 1,012 | 278 | 50 | 257 | 3,206 | ||||||
Series Gallery Drop 122(2) | 1,702 | 1,012 | 537 | 50 | 443 | 3,744 | ||||||
Series Gallery Drop 123 | 1,702 | 1,012 | 194 | 50 | 252 | 3,210 | ||||||
Total | $ | 24,707 | $ | 51,111 | $ | 8,408 | $ | 1,350 | $ | 10,744 | $ | 96,320 |
(1)
During the year ended December 31, 2022, Series Gallery Drop 122 had a non-cash transfer of $473 from the amount due to the Manager to capital contributions.
(2)
During the year ended December 31, 2022, Series Gallery Drop 113 had a non-cash transfer of $231 from the amount due to the Manager to capital contributions.
On November 22, 2022, the following Series exchanged the Underlying Assets of such Series for the amounts below for non-voting membership interests in Public Sneaker Collection LLC (“Public Sneaker”), an affiliate, by subscribing to the offering by Public Sneaker of its interests pursuant to Regulation A (“Regulation A”) of the Securities Act of 1933, as amended (the “Securities Act”). In connection with each such exchange, the applicable Series made de minimis operating expense reimbursement payments to the Manager for outstanding but unpaid expenses of such Series. The Manager assumed all remaining outstanding but unpaid expenses of such Series. The Manager, as the manager of each such Series, was appointed as liquidator and distributed to holders of interests in each such Series all of the remaining assets of such Series, which consisted, after the aforementioned reimbursements to the Manager, only of interests in Public Sneaker. After making such distributions, the Manager wound up such Series as the Series no longer have any assets or liabilities.
Series | Underlying Asset Exchange Value | |
Series Drop 002 | $ | 63,000 |
Series Drop 010 | 58,000 | |
Series Gallery Drop 014 | 98,000 | |
Series Gallery Drop 016 | 34,000 | |
Series Gallery Drop 021 | 34,100 | |
Series Gallery Drop 022 | 44,000 | |
Series Gallery Drop 028 | 30,000 | |
Series Gallery Drop 029 | 55,000 | |
Series Gallery Drop 033 | 86,400 | |
Series Gallery Drop 036 | 61,200 | |
Series Gallery Drop 037 | 23,850 | |
Series Gallery Drop 040 | 39,050 | |
Series Gallery Drop 041 | 11,000 | |
Series Gallery Drop 042 | 16,800 | |
Series Gallery Drop 043 | 60,300 | |
Series Gallery Drop 114 | $ | 13,500 |
NOTE 5: MEMBERS’ LIABILITY
The Company is organized as a series limited liability company. As such, the liability of the members of the Company for the financial obligations of the Company is limited to each member’s contribution of capital.
NOTE 6: MEMBERS’ EQUITY
F-184
The members of each Series have certain rights with respect to the Series to which they are subscribed. Each Series generally holds a single asset or a collection of assets. A Series member is entitled to their pro rata share of the net profits derived from the Underlying Asset held in that series after deduction of expense allocations and direct expenses attributable to the Underlying Asset, based on their percentage of the total outstanding Interests in that Series.
The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, are solely the debts, obligations and liabilities of the Company, and no member of the Company is obligated personally for any such debt, obligation or liability.
Interests Outstanding, Series Subscriptions & Subscriptions Receivable
The table below details Interests outstanding as of June 30, 2023. During the six-month period ended June 30, 2023, the Company had no period subscriptions and thus received no cash on subscriptions.
Series Name | Interests Sold During Six-Month Period Ended June 30, 2023 | Interests Outstanding as of June 30, 2023 | Subscription Amount | Closed Date | ||
Series #KW | - | 10,000 | $ | - | 11/27/19 | |
Series Drop 002 | - | 1,000 | - | 04/13/20 | ||
Series Drop 003 | - | 1,000 | - | 03/18/20 | ||
Series Drop 004 | - | 1,000 | - | 03/11/20 | ||
Series Drop 005 | - | 1,250 | - | 03/06/20 | ||
Series Drop 008 | - | 1,000 | - | 03/17/20 | ||
Series Drop 009 | - | 3,250 | - | 10/02/20 | ||
Series Drop 010 | - | 1,000 | - | 03/06/20 | ||
Series Gallery Drop 011 | - | 1,000 | - | 05/21/20 | ||
Series Gallery Drop 012 | - | 2,000 | - | 08/24/20 | ||
Series Gallery Drop 013 | - | 1,500 | - | 02/22/21 | ||
Series Gallery Drop 014 | - | 1,000 | - | 04/21/20 | ||
Series Gallery Drop 015 | - | 1,000 | - | 04/03/20 | ||
Series Gallery Drop 016 | - | 1,000 | - | 06/01/20 | ||
Series Gallery Drop 017 | - | 1,000 | - | 10/16/20 | ||
Series Gallery Drop 018 | - | 480 | - | 08/14/20 | ||
Series Gallery Drop 019 | - | 750 | - | 08/18/20 | ||
Series Gallery Drop 020 | - | 1,820 | - | 09/30/20 | ||
Series Gallery Drop 021 | - | 1,100 | - | 11/04/20 | ||
Series Gallery Drop 022 | - | 1,000 | - | 08/14/20 | ||
Series Gallery Drop 023 | - | 1,000 | - | 10/23/20 | ||
Series Gallery Drop 024 | - | 1,000 | - | 08/17/20 | ||
Series Gallery Drop 025 | - | 1,000 | - | 12/15/20 | ||
Series Gallery Drop 026 | - | 2,000 | - | 09/14/20 | ||
Series Gallery Drop 027 | - | 5,000 | - | 09/15/20 | ||
Series Gallery Drop 028 | - | 2,000 | - | 11/20/20 | ||
Series Gallery Drop 029 | - | 5,000 | - | 11/06/20 | ||
Series Gallery Drop 030 | - | 2,000 | - | 12/01/20 | ||
Series Gallery Drop 031 | - | 2,000 | - | 01/21/21 | ||
Series Gallery Drop 032 | - | 5,000 | - | 12/31/20 | ||
Series Gallery Drop 033 | - | 2,400 | - | 01/28/21 | ||
Series Gallery Drop 034 | - | 21,250 | - | 11/02/20 | ||
Series Gallery Drop 035 | - | 3,750 | - | 12/22/20 | ||
Series Gallery Drop 036 | - | 5,100 | - | 12/16/20 |
F-185
Series Gallery Drop 037 | - | 2,650 | - | 11/05/20 | ||
Series Gallery Drop 038 | - | 7,350 | - | 11/05/20 | ||
Series Gallery Drop 039 | - | 6,750 | - | 12/14/20 | ||
Series Gallery Drop 040 | - | 3,550 | - | 01/29/21 | ||
Series Gallery Drop 041 | - | 5,500 | - | 12/16/20 | ||
Series Gallery Drop 042 | - | 2,100 | - | 12/01/20 | ||
Series Gallery Drop 043 | - | 6,700 | - | 01/22/21 | ||
Series Gallery Drop 044 | - | 70,000 | - | 04/22/21 | ||
Series Gallery Drop 045 | - | 23,000 | - | 01/19/21 | ||
Series Gallery Drop 046 | - | 5,300 | - | 02/12/21 | ||
Series Gallery Drop 047 | - | 3,000 | - | 02/12/21 | ||
Series Gallery Drop 048 | - | 5,800 | - | 05/25/21 | ||
Series Gallery Drop 049 | - | 22,500 | - | 02/01/21 | ||
Series Gallery Drop 050 | - | 2,950 | - | 03/01/21 | ||
Series Gallery Drop 051 | - | 3,100 | - | 01/26/21 | ||
Series Gallery Drop 052 | - | 1,000 | - | 01/12/21 | ||
Series Gallery Drop 053 | - | 7,950 | - | 04/08/21 | ||
Series Gallery Drop 054 | - | 1,900 | - | 02/02/21 | ||
Series Gallery Drop 055 | - | 4,750 | - | 04/05/21 | ||
Series Gallery Drop 056 | - | 2,120 | - | 02/09/21 | ||
Series Gallery Drop 057 | - | 1,800 | - | 02/09/21 | ||
Series Gallery Drop 058 | - | 2,240 | - | 03/12/21 | ||
Series Gallery Drop 059 | - | 7,760 | - | 03/09/21 | ||
Series Gallery Drop 060 | - | 5,110 | - | 03/05/21 | ||
Series Gallery Drop 061 | - | 2,310 | - | 02/09/21 | ||
Series Gallery Drop 062 | - | 1,620 | - | 02/19/21 | ||
Series Gallery Drop 063 | - | 2,110 | - | 03/02/21 | ||
Series Gallery Drop 064 | - | 3,370 | - | 03/01/21 | ||
Series Gallery Drop 065 | - | 2,612 | - | 03/23/21 | ||
Series Gallery Drop 066 | - | 9,470 | - | 03/05/21 | ||
Series Gallery Drop 067 | - | 6,320 | - | 06/03/21 | ||
Series Gallery Drop 068 | - | 2,530 | - | 03/05/21 | ||
Series Gallery Drop 069 | - | 3,700 | - | 03/05/21 | ||
Series Gallery Drop 070 | - | 3,280 | - | 04/05/21 | ||
Series Gallery Drop 071 | - | 10,390 | - | 03/25/21 | ||
Series Gallery Drop 072 | - | 35,000 | - | 04/15/21 | ||
Series Gallery Drop 073 | - | 4,660 | - | 06/11/21 | ||
Series Gallery Drop 074 | - | 2,200 | - | 03/25/21 | ||
Series Gallery Drop 075 | - | 5,830 | - | 07/08/21 | ||
Series Gallery Drop 076 | - | 5,830 | - | 04/27/21 | ||
Series Gallery Drop 077 | - | 3,880 | - | 04/05/21 | ||
Series Gallery Drop 078 | - | 2,200 | - | 04/15/21 | ||
Series Gallery Drop 079 | - | 2,120 | - | 03/19/21 | ||
Series Gallery Drop 080 | - | 1,580 | - | 03/19/21 | ||
Series Gallery Drop 082 | - | 8,420 | - | 04/30/21 | ||
Series Gallery Drop 083 | - | 4,740 | - | 05/14/21 | ||
Series Gallery Drop 086 | - | 36,470 | - | 05/26/21 | ||
Series Gallery Drop 089 | - | 2,520 | - | 04/19/21 | ||
Series Gallery Drop 091 | - | 3,940 | - | 08/04/21 | ||
Series Gallery Drop 093 | - | 4,580 | - | 04/27/21 | ||
Series Gallery Drop 094 | - | 2,280 | - | 07/08/21 |
F-186
Series Gallery Drop 095 | - | 4,760 | - | 06/18/21 | ||
Series Gallery Drop 096 | - | 3,050 | - | 04/27/21 | ||
Series Gallery Drop 097 | - | 3,160 | - | 05/05/21 | ||
Series Gallery Drop 098 | - | 1,470 | - | 04/27/21 | ||
Series Gallery Drop 099 | - | 13,680 | - | 08/12/21 | ||
Series Gallery Drop 100 | - | 1,950 | - | 06/22/21 | ||
Series Gallery Drop 101 | - | 21,130 | - | 08/04/21 | ||
Series Gallery Drop 102 | - | 1,480 | - | 07/01/21 | ||
Series Gallery Drop 103 | - | 1,840 | - | 08/19/21 | ||
Series Gallery Drop 104 | - | 1,310 | - | 06/17/21 | ||
Series Gallery Drop 105 | - | 6,500 | - | 09/23/21 | ||
Series Gallery Drop 107 | - | 2,380 | - | 06/24/21 | ||
Series Gallery Drop 108 | - | 3,170 | - | 07/13/21 | ||
Series Gallery Drop 109 | - | 3,240 | - | 09/30/21 | ||
Series Gallery Drop 110 | - | 1,060 | - | 08/10/21 | ||
Series Gallery Drop 111 | - | 1,890 | - | 09/14/21 | ||
Series Gallery Drop 112 | - | 7,500 | - | 08/31/21 | ||
Series Gallery Drop 113 | - | 5,790 | - | 08/31/21 | ||
Series Gallery Drop 114 | - | 1,350 | - | 09/03/21 | ||
Series Gallery Drop 115 | - | 1,650 | - | 08/27/21 | ||
Series Gallery Drop 116 | - | 236,800 | - | 02/28/22 | ||
Series Gallery Drop 117 | - | 93,700 | - | 02/28/22 | ||
Series Gallery Drop 119 | - | 88,400 | - | 03/09/22 | ||
Series Gallery Drop 121 | - | 32,800 | - | 03/02/22 | ||
Series Gallery Drop 122 | - | 115,800 | - | 02/25/22 | ||
Series Gallery Drop 123 | - | 46,800 | - | 02/28/22 | ||
Total | $ | - |
The table below details Interests outstanding as of December 31, 2022. During the year ended December 31, 2022, the Company received subscriptions of $498,500 (which amount excludes $115,800 in subscriptions recorded as Subscriptions Receivable as of December 31, 2021), as detailed in the table below:
Series Name | Interests Sold During Year Ended December 31, 2022 | Interests Outstanding as of December 31, 2022 | Subscription Amount | Closed Date | ||
Series #KW | - | 10,000 | $ | - | 11/27/19 | |
Series Drop 002 | - | 1,000 | - | 04/13/20 | ||
Series Drop 003 | - | 1,000 | - | 03/18/20 | ||
Series Drop 004 | - | 1,000 | - | 03/11/20 | ||
Series Drop 005 | - | 1,250 | - | 03/06/20 | ||
Series Drop 008 | - | 1,000 | - | 03/17/20 | ||
Series Drop 009 | - | 3,250 | - | 10/02/20 | ||
Series Drop 010 | - | 1,000 | - | 03/06/20 | ||
Series Gallery Drop 011 | - | 1,000 | - | 05/21/20 | ||
Series Gallery Drop 012 | - | 2,000 | - | 08/24/20 | ||
Series Gallery Drop 013 | - | 1,500 | - | 02/22/21 | ||
Series Gallery Drop 014 | - | 1,000 | - | 04/21/20 | ||
Series Gallery Drop 015 | - | 1,000 | - | 04/03/20 | ||
Series Gallery Drop 016 | - | 1,000 | - | 06/01/20 | ||
Series Gallery Drop 017 | - | 1,000 | - | 10/16/20 |
F-187
Series Gallery Drop 018 | - | 480 | - | 08/14/20 | ||
Series Gallery Drop 019 | - | 750 | - | 08/18/20 | ||
Series Gallery Drop 020 | - | 1,820 | - | 09/30/20 | ||
Series Gallery Drop 021 | - | 1,100 | - | 11/04/20 | ||
Series Gallery Drop 022 | - | 1,000 | - | 08/14/20 | ||
Series Gallery Drop 023 | - | 1,000 | - | 10/23/20 | ||
Series Gallery Drop 024 | - | 1,000 | - | 08/17/20 | ||
Series Gallery Drop 025 | - | 1,000 | - | 12/15/20 | ||
Series Gallery Drop 026 | - | 2,000 | - | 09/14/20 | ||
Series Gallery Drop 027 | - | 5,000 | - | 09/15/20 | ||
Series Gallery Drop 028 | - | 2,000 | - | 11/20/20 | ||
Series Gallery Drop 029 | - | 5,000 | - | 11/06/20 | ||
Series Gallery Drop 030 | - | 2,000 | - | 12/01/20 | ||
Series Gallery Drop 031 | - | 2,000 | - | 01/21/21 | ||
Series Gallery Drop 032 | - | 5,000 | - | 12/31/20 | ||
Series Gallery Drop 033 | - | 2,400 | - | 01/28/21 | ||
Series Gallery Drop 034 | - | 21,250 | - | 11/02/20 | ||
Series Gallery Drop 035 | - | 3,750 | - | 12/22/20 | ||
Series Gallery Drop 036 | - | 5,100 | - | 12/16/20 | ||
Series Gallery Drop 037 | - | 2,650 | - | 11/05/20 | ||
Series Gallery Drop 038 | - | 7,350 | - | 11/05/20 | ||
Series Gallery Drop 039 | - | 6,750 | - | 12/14/20 | ||
Series Gallery Drop 040 | - | 3,550 | - | 01/29/21 | ||
Series Gallery Drop 041 | - | 5,500 | - | 12/16/20 | ||
Series Gallery Drop 042 | - | 2,100 | - | 12/01/20 | ||
Series Gallery Drop 043 | - | 6,700 | - | 01/22/21 | ||
Series Gallery Drop 044 | - | 70,000 | - | 04/22/21 | ||
Series Gallery Drop 045 | - | 23,000 | - | 01/19/21 | ||
Series Gallery Drop 046 | - | 5,300 | - | 02/12/21 | ||
Series Gallery Drop 047 | - | 3,000 | - | 02/12/21 | ||
Series Gallery Drop 048 | - | 5,800 | - | 05/25/21 | ||
Series Gallery Drop 049 | - | 22,500 | - | 02/01/21 | ||
Series Gallery Drop 050 | - | 2,950 | - | 03/01/21 | ||
Series Gallery Drop 051 | - | 3,100 | - | 01/26/21 | ||
Series Gallery Drop 052 | - | 1,000 | - | 01/12/21 | ||
Series Gallery Drop 053 | - | 7,950 | - | 04/08/21 | ||
Series Gallery Drop 054 | - | 1,900 | - | 02/02/21 | ||
Series Gallery Drop 055 | - | 4,750 | - | 04/05/21 | ||
Series Gallery Drop 056 | - | 2,120 | - | 02/09/21 | ||
Series Gallery Drop 057 | - | 1,800 | - | 02/09/21 | ||
Series Gallery Drop 058 | - | 2,240 | - | 03/12/21 | ||
Series Gallery Drop 059 | - | 7,760 | - | 03/09/21 | ||
Series Gallery Drop 060 | - | 5,110 | - | 03/05/21 | ||
Series Gallery Drop 061 | - | 2,310 | - | 02/09/21 | ||
Series Gallery Drop 062 | - | 1,620 | - | 02/19/21 | ||
Series Gallery Drop 063 | - | 2,110 | - | 03/02/21 | ||
Series Gallery Drop 064 | - | 3,370 | - | 03/01/21 | ||
Series Gallery Drop 065 | - | 2,612 | - | 03/23/21 | ||
Series Gallery Drop 066 | - | 9,470 | - | 03/05/21 | ||
Series Gallery Drop 067 | - | 6,320 | - | 06/03/21 | ||
Series Gallery Drop 068 | - | 2,530 | - | 03/05/21 |
F-188
Series Gallery Drop 069 | - | 3,700 | - | 03/05/21 | ||
Series Gallery Drop 070 | - | 3,280 | - | 04/05/21 | ||
Series Gallery Drop 071 | - | 10,390 | - | 03/25/21 | ||
Series Gallery Drop 072 | - | 35,000 | - | 04/15/21 | ||
Series Gallery Drop 073 | - | 4,660 | - | 06/11/21 | ||
Series Gallery Drop 074 | - | 2,200 | - | 03/25/21 | ||
Series Gallery Drop 075 | - | 5,830 | - | 07/08/21 | ||
Series Gallery Drop 076 | - | 5,830 | - | 04/27/21 | ||
Series Gallery Drop 077 | - | 3,880 | - | 04/05/21 | ||
Series Gallery Drop 078 | - | 2,200 | - | 04/15/21 | ||
Series Gallery Drop 079 | - | 2,120 | - | 03/19/21 | ||
Series Gallery Drop 080 | - | 1,580 | - | 03/19/21 | ||
Series Gallery Drop 082 | - | 8,420 | - | 04/30/21 | ||
Series Gallery Drop 083 | - | 4,740 | - | 05/14/21 | ||
Series Gallery Drop 086 | - | 36,470 | - | 05/26/21 | ||
Series Gallery Drop 089 | - | 2,520 | - | 04/19/21 | ||
Series Gallery Drop 091 | - | 3,940 | - | 08/04/21 | ||
Series Gallery Drop 093 | - | 4,580 | - | 04/27/21 | ||
Series Gallery Drop 094 | - | 2,280 | - | 07/08/21 | ||
Series Gallery Drop 095 | - | 4,760 | - | 06/18/21 | ||
Series Gallery Drop 096 | - | 3,050 | - | 04/27/21 | ||
Series Gallery Drop 097 | - | 3,160 | - | 05/05/21 | ||
Series Gallery Drop 098 | - | 1,470 | - | 04/27/21 | ||
Series Gallery Drop 099 | - | 13,680 | - | 08/12/21 | ||
Series Gallery Drop 100 | - | 1,950 | - | 06/22/21 | ||
Series Gallery Drop 101 | - | 21,130 | - | 08/04/21 | ||
Series Gallery Drop 102 | - | 1,480 | - | 07/01/21 | ||
Series Gallery Drop 103 | - | 1,840 | - | 08/19/21 | ||
Series Gallery Drop 104 | - | 1,310 | - | 06/17/21 | ||
Series Gallery Drop 105 | - | 6,500 | - | 09/23/21 | ||
Series Gallery Drop 107 | - | 2,380 | - | 06/24/21 | ||
Series Gallery Drop 108 | - | 3,170 | - | 07/13/21 | ||
Series Gallery Drop 109 | - | 3,240 | - | 09/30/21 | ||
Series Gallery Drop 110 | - | 1,060 | - | 08/10/21 | ||
Series Gallery Drop 111 | - | 1,890 | - | 09/14/21 | ||
Series Gallery Drop 112 | - | 7,500 | - | 08/31/21 | ||
Series Gallery Drop 113 | - | 5,790 | - | 08/31/21 | ||
Series Gallery Drop 114 | - | 1,350 | - | 09/03/21 | ||
Series Gallery Drop 115 | - | 1,650 | - | 08/27/21 | ||
Series Gallery Drop 116 | 236,800 | 236,800 | 236,800 | 02/28/22 | ||
Series Gallery Drop 117 | 93,700 | 93,700 | 93,700 | 02/28/22 | ||
Series Gallery Drop 119 | 88,400 | 88,400 | 88,400 | 03/09/22 | ||
Series Gallery Drop 121 | 32,800 | 32,800 | 32,800 | 03/02/22 | ||
Series Gallery Drop 122 | - | 115,800 | - | 02/25/22 | ||
Series Gallery Drop 123 | 46,800 | 46,800 | 46,800 | 02/28/22 | ||
Total | $ | 498,500 |
Interest Issuances Related to Underlying Asset Acquisitions
F-189
In certain instances, Interests in a particular Series are issued as part of the total purchase consideration for and/or in connection with the acquisition of the Underlying Asset of such Series (for example, Interests issued to an asset seller as partial consideration for an Underlying Asset or to an advisor through which the Company acquired an Underlying Asset), in each case as described in the respective offering statement filed with the Commission on Form 1-A, as amended and supplemented from time to time. During the six-month period ended June 30, 2023 and the year ended December 31, 2022, the Company issued no such Interests.
Distributions
During the six-month period ended June 30, 2023, on a total consolidated basis, the Company made distributions of $44,659, in connection with the dispositions of the underlying assets of the following Series:
Series | Distributions During Six-Month Period Ended June 30, 2023 | |
Series Gallery Drop 075 | $ | 4,139 |
Series Gallery Drop 113 | 11,348 | |
Series Gallery Drop 119 | 29,172 | |
Total | $ | 44,659 |
During the year ended December 31, 2022, on a total consolidated basis, the Company made distributions of $2,884,548, in connection with the dispositions of the underlying assets of the following Series:
Series | Distributions During Year Ended December 31, 2022 | |
Series Drop 002(1) | $ | 30,000 |
Series Drop 004 | 16,930 | |
Series Drop 008 | 30,950 | |
Series Drop 009 | 87,555 | |
Series Drop 010(1) | 24,000 | |
Series Gallery Drop 014(1) | 30,000 | |
Series Gallery Drop 015 | 10,260 | |
Series Gallery Drop 016(1) | 19,539 | |
Series Gallery Drop 018 | 28,142 | |
Series Gallery Drop 019 | 14,085 | |
Series Gallery Drop 021(1) | 26,560 | |
Series Gallery Drop 022(1) | 29,948 | |
Series Gallery Drop 023 | 35,100 | |
Series Gallery Drop 024 | 32,550 | |
Series Gallery Drop 026 | 200,700 | |
Series Gallery Drop 028(1) | 18,500 | |
Series Gallery Drop 029(1) | 53,309 | |
Series Gallery Drop 032 | 8,900 | |
Series Gallery Drop 033(1) | 21,475 | |
Series Gallery Drop 035 | 28,500 | |
Series Gallery Drop 036(1) | 48,202 | |
Series Gallery Drop 037(1) | 24,758 | |
Series Gallery Drop 038 | 49,466 | |
Series Gallery Drop 040(1) | 33,211 | |
Series Gallery Drop 041(1) | 4,969 | |
Series Gallery Drop 042(1) | 20,000 | |
Series Gallery Drop 043(1) | 33,500 |
F-190
Series Gallery Drop 045 | 684,940 | |
Series Gallery Drop 047 | 72,030 | |
Series Gallery Drop 050 | 9,765 | |
Series Gallery Drop 052 | 3,930 | |
Series Gallery Drop 053 | 23,771 | |
Series Gallery Drop 054 | 12,996 | |
Series Gallery Drop 055 | 21,660 | |
Series Gallery Drop 056 | 11,321 | |
Series Gallery Drop 057 | 9,936 | |
Series Gallery Drop 058 | 5,264 | |
Series Gallery Drop 060 | 140,014 | |
Series Gallery Drop 061 | 12,128 | |
Series Gallery Drop 062 | 22,502 | |
Series Gallery Drop 065 | 27,530 | |
Series Gallery Drop 067 | 19,276 | |
Series Gallery Drop 068 | 8,830 | |
Series Gallery Drop 069 | 7,474 | |
Series Gallery Drop 070 | 10,824 | |
Series Gallery Drop 072 | 127,400 | |
Series Gallery Drop 073 | 18,826 | |
Series Gallery Drop 074 | 12,144 | |
Series Gallery Drop 076 | 4,139 | |
Series Gallery Drop 077 | 6,092 | |
Series Gallery Drop 078 | 20,944 | |
Series Gallery Drop 079 | 15,709 | |
Series Gallery Drop 080 | 28,645 | |
Series Gallery Drop 082 | 104,947 | |
Series Gallery Drop 083 | 14,125 | |
Series Gallery Drop 086 | 137,492 | |
Series Gallery Drop 089 | 2,570 | |
Series Gallery Drop 091 | 14,460 | |
Series Gallery Drop 093 | 12,137 | |
Series Gallery Drop 094 | 14,341 | |
Series Gallery Drop 095 | 14,756 | |
Series Gallery Drop 096 | 13,237 | |
Series Gallery Drop 097(2) | (28) | |
Series Gallery Drop 098 | 3,278 | |
Series Gallery Drop 100 | 13,748 | |
Series Gallery Drop 102 | 2,131 | |
Series Gallery Drop 103 | 35,034 | |
Series Gallery Drop 104 | 25,545 | |
Series Gallery Drop 105 | 71,500 | |
Series Gallery Drop 107 | 8,830 | |
Series Gallery Drop 108 | 8,274 | |
Series Gallery Drop 109 | 12,150 | |
Series Gallery Drop 110 | 16,282 | |
Series Gallery Drop 111 | 8,297 | |
Series Gallery Drop 112 | 14,025 | |
Series Gallery Drop 114(1) | 11,084 | |
Series Gallery Drop 115 | 6,798 |
F-191
Series Gallery Drop 121 | 20,336 | |
Total | $ | 2,884,548 |
(1)
On November 22, 2022, the referenced Series exchanged the Underlying Assets of such Series for the amounts above for interests in Public Sneaker by subscribing to the offering by Public Sneaker of its interests pursuant to Regulation A. The Manager, as the manager of each such Series, distributed to holders of interests in each such Series all of the remaining assets of such Series, which consisted only of interests in Public Sneaker. Accordingly, the distributions referenced above indicate the remaining book value of the assets of such Series, which are the interests in Public Sneaker distributed.
(2)
The distribution for Series Gallery Drop 097 is a non-cash, de minimis adjustment to correct historical discrepancies.
NOTE 7: RECENT ACCOUNTING PRONOUNCEMENTS
The Company does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements and Series financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.
NOTE 8: COMMITMENTS AND CONTINGENCIES
The Company is not currently involved with and does not know of any pending or threatened litigation against the Company or the Manager.
In December 2019, a novel strain of coronavirus, referred to as COVID-19, was reported in Wuhan, China. COVID-19 spread to other countries, including the United States, and was declared a pandemic by the World Health Organization. The continuing impact and effects of the COVID-19 pandemic on the operation and financial performance of the Company are unknown. However, the Company currently does not expect the COVID-19 pandemic to have a material adverse effect on the business or financial results at this time.
NOTE 9: RISKS AND UNCERTAINTIES
The Company’s and each Series’ operations are limited in scope. The Company holds no assets, and the Series hold no material assets other than art and other collectible assets. The Company and each Series have no employees, debts or contractual obligations. The Company and each Series are dependent upon the Manager to manage their business and provide funding for any current or future obligations.
Each Series is subject to an exceptionally high level of concentration risk. Each Series’ art and other collectible assets can decline in value, become worthless or be difficult or impossible to liquidate due to economic factors, trends in the art and collectibles markets, trends relating to the specific genres of assets, trends relating to broader markets, changes in the condition of the Underlying Assets and/or other factors. In periods of global financial weakness and disruption in financial and capital markets, the art and collectibles market tends to experience declines in transaction volume and prices, making it extremely difficult during such periods to liquidate art and collectibles at acceptable values or at all.
NOTE 10: SUBSEQUENT EVENTS
The Company and each Series has evaluated subsequent events through September 21, 2023, the date the consolidated financial statements and Series financial statements were available to be issued. Based on this evaluation, no additional material events were identified which require adjustment or disclosure in these consolidated financial statements and Series financial statements, except as set forth below.
F-192
On July 25, 2023, Series Gallery Drop 117 sold the Underlying Asset of such Series, an NFT by XCOPY titled BOTTOM FEEDER #35, for $19,899 net of platform fees versus the Series Gallery Drop 117 offering amount of $93,700. In connection with the sale, the Manager assumed all outstanding but unpaid Series Gallery Drop 117 acquisition and offering expenses. This resulted in a net loss to holders of Interests in Series Gallery Drop 117. After completing such distribution, the Manager intends to begin winding up Series Gallery Drop 117 as the Series will no longer have any assets or liabilities.
F-193
Exhibit No. | Description |
2.1 | |
2.2 | |
2.3 | |
2.4 | |
2.5 | Third Amendment to the Limited Liability Company Agreement of Otis Gallery LLC (incorporated by reference to Exhibit 2.5 to the Current Report on Form 1-U filed on August 11, 2022) |
3.1 | |
3.2 | |
3.3 | |
3.4 | |
3.5 | |
3.6 | |
3.7 | |
3.8 | |
3.9 | |
3.10 | |
3.11 | |
3.12 | |
3.13 | |
3.14 | |
3.15 | |
3.16 |
22
3.17 | |
3.18 | |
3.19 | |
3.20 | |
3.21 | |
3.22 | |
3.23 | |
3.24 | |
3.25 | |
3.26 | |
3.27 | |
3.28 | |
3.29 | |
3.30 | |
3.31 | |
3.32 | |
3.33 | |
3.34 | |
3.35 | |
3.36 | |
3.37 | |
3.38 | |
3.39 |
23
3.40 | |
3.41 | |
3.42 | |
3.43 | |
3.44 | |
3.45 | |
3.46 | |
3.47 | |
3.48 | |
3.49 | |
3.50 | |
3.51 | |
3.52 | |
3.53 | |
3.54 | |
3.55 | |
3.56 | |
3.57 | |
3.58 | |
3.59 | |
3.60 | |
3.61 | |
3.62 |
24
3.63 | |
3.64 | |
3.65 | |
3.66 | |
3.67 | |
3.68 | |
3.69 | |
3.70 | |
3.71 | |
3.72 | |
3.73 | |
3.74 | |
3.75 | |
3.76 | |
3.77 | |
3.78 | |
3.79 | |
3.80 | |
3.81 | |
3.82 | |
3.83 | |
3.84 | |
3.85 |
25
3.86 | |
3.87 | |
3.88 | |
3.89 | |
3.90 | |
3.91 | |
3.92 | |
3.93 | |
3.94 | |
3.95 | |
3.96 | |
3.97 | |
3.98 | |
3.99 | |
3.100 | |
3.101 | |
3.102 | |
3.103 | |
3.104 | |
3.105 | |
3.114 | |
3.115 | |
3.116 |
26
3.117 | |
3.118 | |
3.119 | |
4.1 | |
4.2 | |
4.3 | |
4.4 | |
4.5 | |
4.6 | |
4.7 | |
4.8 | |
4.9 | |
4.10 | |
4.11 | |
4.12 | |
4.13 | |
4.14 | |
4.15 | |
4.16 | |
4.17 |
27
4.18 | |
4.19 | |
4.20 | |
4.21 | |
4.22 | |
4.23 | |
4.24 | |
4.25 | |
4.26 | |
4.27 | |
4.28 | |
4.29 | |
4.30 | |
4.31 | |
4.32 | |
4.33 | |
4.34 | |
4.35 | |
4.36 | |
4.37 | |
4.38 | |
4.39 | |
4.40 |
28
4.41 | |
4.42 | |
4.43 | |
4.44 | |
4.45 | |
4.46 | |
4.47 | |
4.48 | |
4.49 | |
4.50 | |
4.51 | |
4.52 | |
4.53 | |
4.54 | |
4.55 | |
4.56 |
29
4.57 | |
4.58 | |
4.59 | |
4.60 | |
4.61 | |
4.62 | |
4.63 | |
4.64 | |
4.65 | |
4.66 | |
4.67 | |
4.68 | |
4.69 | |
4.70 | |
4.71 | |
4.72 |
30
4.73 | |
4.74 | |
4.75 | |
4.76 | |
4.77 | |
4.78 | |
4.79 | |
4.80 | |
4.81 | |
4.82 | |
4.83 | |
4.84 | |
4.85 | |
4.86 | |
4.87 | |
4.88 |
31
4.89 | |
4.90 | |
4.91 | |
4.92 | |
4.93 | |
4.94 | |
4.95 | |
4.96 | |
4.97 | |
4.98 | |
4.99 | |
4.100 | |
4.101 | |
4.102 | |
4.103 | |
4.104 | |
4.105 | |
4.114 | |
4.115 | |
4.116 |
32
33
6.10 | |
6.11 | |
6.12 | |
6.13 | |
6.14 | |
6.15 | |
6.16 | |
6.17 | |
6.18 | |
6.19 | |
6.20 | |
6.21 | |
6.22 | |
6.23 | |
6.24 | |
6.25 |
34
6.26 | |
6.27 | |
6.28 | |
6.29 | |
6.30 | |
6.31 | |
6.32 | |
6.33 | |
6.34 | |
6.35 | |
6.36 | |
6.37 | |
6.38 | |
6.39 | |
6.40 | |
6.41 |
35
6.42 | |
6.43 | |
6.44 | |
6.45 | |
6.46 | |
6.47 | |
6.48 | |
6.49 | |
6.50 | |
6.51 | |
6.52 | |
6.53 | |
6.54 | |
6.55 | |
6.56 | |
6.57 |
36
6.58 | |
6.59 | |
6.60 | |
6.61 | |
6.62 | |
6.63 | |
6.64 | |
6.65 | |
6.66 | |
6.67 | |
6.68 | |
6.69 | |
6.70 | |
6.71 | |
6.72 | |
6.73 |
37
6.74 | |
6.75 | |
6.76 | |
6.77 | |
6.78 | |
6.79 | |
6.80 | |
6.81 | |
6.82 | |
6.83 | |
6.84 | |
6.85 | |
6.86 | |
6.87 | |
6.88 | |
6.89 |
38
6.90 | |
6.91 | |
6.92 | |
6.93 | |
6.94 | |
6.95 | |
6.96 | |
6.97 | |
6.98 | |
6.99 | |
6.100 | |
6.101 | |
6.102 | |
6.103 | |
6.104 | |
6.105 |
39
6.106 | |
6.107 | |
6.108 | |
6.109 | |
6.110 | |
6.111 | |
6.112 | |
6.113 | |
6.114 | |
6.115 | |
6.116 | |
6.117 | |
6.118 | |
6.119 | |
6.120 | |
6.121 |
40
6.122 | |
6.123 | |
6.124 | |
6.125 | |
6.126.1 | |
6.126.2 | |
6.127 | |
6.128 | |
6.129 | |
6.130 | |
6.131 | |
6.132 | |
6.133 | |
6.134 | |
6.135 | |
6.136 |
41
6.137 | |
6.138 | |
6.139 | |
6.140 | |
6.141 | |
6.142 | |
6.143 | |
6.144 | |
6.145 | |
6.146 | |
6.147 | |
6.148 | |
6.149 | |
6.150 | |
6.151 | |
6.152 |
42
6.153 | |
6.154 | |
6.155 | |
6.156 | |
6.157 | |
6.158 | |
6.159 | |
6.160 | |
6.161 | |
6.162 | |
6.163 | |
6.164 | |
6.165 | |
6.166 | |
6.167 | |
6.168 |
43
6.169 | |
6.170 | |
6.171 | |
6.172 | |
6.173 | |
6.174 | |
6.175 | |
6.176 | |
6.177 | |
6.178 | |
6.179 | |
6.180 | |
6.181 | |
6.182 | |
6.183 | |
6.184 |
44
6.185 | |
6.186 | |
6.187 | |
6.188 | |
6.189 | |
6.190 | |
6.191 | |
6.192 | |
6.193 | |
6.194 | |
6.195 | |
6.196 | |
6.197 | |
6.198 | |
6.199 | |
6.200 |
45
6.201 | |
6.202 | |
6.203 | |
6.204 | |
6.205 | |
6.206 | |
6.207 | |
6.208 | |
6.209 | |
6.210 | |
6.211 | |
6.212 | |
6.213 | |
6.214 | |
6.215 | |
6.216 |
46
6.217 | |
6.218 | |
6.219 | |
6.220 | |
6.221 | |
6.222 | |
6.223 | |
6.224 | |
6.225 | |
6.226 | |
6.227 | |
6.228 | |
6.229 | |
6.230 | |
6.231 | |
6.232 |
47
6.233 | |
6.234 | |
6.235 | |
6.236 | |
6.237 | |
6.238 | |
6.239 | |
6.240 | |
6.241 | |
6.242 | |
6.243 | |
6.244 | |
6.245 | |
6.246 | |
6.247 | |
6.248 |
48
6.249 | |
6.250 | |
6.251 | |
6.252 | |
6.253 | |
6.254 | |
6.255 | |
6.256 | |
6.257 | |
6.258 | |
6.259 | |
6.260 | |
6.261 | |
6.262 | |
6.263 | |
6.264 |
49
6.265 | |
6.266 | |
6.267 | |
6.268 | |
6.269 | |
6.270 | |
6.271 | |
6.272 | |
6.273 | |
6.274 | |
6.275 | |
6.276 | |
6.277 | |
6.278 | |
6.279 | |
6.280 |
50
6.281 | |
6.282 | |
6.283 | |
6.284 | |
6.285 | |
6.286 | |
6.287 | |
6.288 | |
6.289 | |
6.290 | |
6.291 | |
6.292 | |
6.293 | |
6.294 | |
6.295 | |
6.296 |
51
6.297 | |
6.298 | |
6.299 | |
6.300 | |
6.301 | |
6.302 | |
6.303 | |
6.304 | |
6.305 | |
6.306 | |
6.307 | |
6.308 | |
6.309 | |
6.310 | |
6.311 | |
6.312 |
52
6.313 | |
6.314 | |
6.315 | |
6.316 | |
6.317 | |
6.318 | |
6.319 | |
6.320 | |
6.321 | |
6.322 | |
6.323 | |
6.324 | |
6.325 | |
6.326 | |
6.327 | |
6.328 |
53
6.329 | |
6.330 | |
6.331 | |
6.332 | |
6.333 | |
6.334 | |
8.1 | |
8.2 | |
8.3 | |
8.4 | |
8.5 | |
8.6 | |
8.7 |
54
8.8 | |
8.9 | |
8.10 | |
8.11 | |
8.12 | |
8.13 | |
8.14 | |
8.15 | |
8.16 | |
8.17 | |
8.18 | |
8.19 |
55
8.20 | |
8.21 | |
8.22 | |
8.23 | |
8.24 | |
8.25 | |
8.26 | |
8.27 | |
8.28 | |
8.29 | |
8.30 | |
8.31 | |
8.32 | |
8.33 | |
8.34 |
56
8.35 | |
8.36 | |
8.37 | |
8.38 | |
8.39 | |
8.40 | |
8.41 | |
8.42 | |
8.43 | |
8.44 | |
8.45 | |
8.46 | |
8.47 |
57
8.48 | |
8.49 | |
8.50 | |
8.51 | |
8.52 | |
8.53 | |
8.54 | |
8.55 | |
8.56 | |
8.57 | |
8.58 | |
8.59 |
58
8.60 | |
8.61 | |
8.62 | |
8.63 | |
8.64 | |
8.65 | |
8.66 | |
8.67 | |
8.68 | |
8.69 | |
8.70 | |
8.71 |
59
8.72 | |
8.73 | |
8.74 | |
8.75 | |
8.76 | |
8.77 | |
8.78 | |
8.79 | |
8.80 | |
8.81 | |
8.82 | |
8.83 |
60
8.84 | |
8.85 | |
8.86 | |
8.87 | |
8.88 | |
8.89 | |
8.90 | |
8.91 | |
8.92 | |
8.93 | |
8.94 | |
8.95 |
61
8.96 | |
8.97 | |
8.98 | |
8.99 | |
8.100 | |
8.101 | |
8.102 | |
8.103 | |
8.104 | |
8.105 | |
8.106 | |
8.107 |
62
8.108 | |
8.109 | |
8.110 | |
8.111 | |
8.112 | |
8.113 | |
8.122 | |
8.123 | |
8.124 | |
8.125 | |
8.126 | |
8.127 |
63
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, in the City of New York, State of New York, on September 26, 2023.
OTIS GALLERY LLC By: Otis Wealth, Inc., its managing member | ||
By: | /s/ Keith Marshall | |
Keith Marshall President, Secretary, Treasurer & Sole Director |
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 | ||
/s/ Keith Marshall | President, Secretary, Treasurer & Sole Director of Otis Wealth, Inc. (as principal executive officer, principal financial officer, principal accounting officer and sole member of the board of directors of Otis Wealth, Inc.) | September 26, 2023 | ||
Keith Marshall | ||||
Otis Wealth, Inc. | Managing Member | September 26, 2023 | ||
By: | /s/ Keith Marshall | |||
Name: Keith Marshall | ||||
Title: President, Secretary, Treasurer & Sole Director |