UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1−K
ANNUAL REPORT PURSUANT TO REGULATION A
OF THE SECURITIES ACT OF 1933
For the fiscal year ended December 31, 2023
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Otis Gallery LLC
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(Exact name of issuer as specified in its charter)
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Delaware
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37-1921598
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(State or other jurisdiction of incorporation
or organization)
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(I.R.S. Employer Identification No.)
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6 Harrison Street, 5th Floor, New York, NY 10013
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(Full mailing address of principal executive offices)
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201-479-4408
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(Issuer’s telephone number, including area code)
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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
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(Title of each class of securities issued pursuant to Regulation A)
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TABLE OF CONTENTS
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
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.
History and Structure
Our 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 “LLC Act”).
As a series limited liability company, title to our underlying assets will be held by, or for the benefit of, the applicable series. We intend that each series will own its own underlying assets, which will be works of art or other collectibles.
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Section 18-215(b) of the LLC Act provides that, if certain conditions are met (including that certain provisions are in the formation and governing documents of the series limited liability company, and if the records maintained for any such series account for the assets associated with such series separately from the assets of the limited liability company, or any other series), then the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable only against the assets of such series and not against the assets of the limited liability company generally or any other series. As such, the assets of a series include only the work(s) of art or other collectible(s) associated with that series and other related assets (e.g., cash reserves).
Series Offering Table
The table below shows key information related to the offering of each series that was done pursuant to Regulation A of the Securities Act. Please also refer to “—The Underlying Assets” below for further details.
| Series Name | Underlying Asset(s) | Offering Price per Interest | Maximum Offering Size | Subscribed Membership Interests(1)(2) | Initial Qualification Date(3) | Open Date(4) | Closing Date | Status(5) |
| Series #KW | 2018 Saint Jerome Hearing the Trumpet of Last Judgement painting by Kehinde Wiley | $25.00 | $250,000 | 10,000 | 07/17/19 | Unavail. | 11/27/19 | Closed |
| Series Drop 002 | Nike MAG Back to the Future (2016) sneakers | $33.00 | $33,000 | 1,000 | 11/22/19 | Unavail. | 04/13/20 | Sold |
| Series Drop 003 | The Incredible Hulk #181 comic | $35.00 | $35,000 | 1,000 | 11/22/19 | Unavail. | 03/18/20 | Sold |
| Series Drop 004 | Collection of Supreme skate decks (select limited-edition artist collaborations) | $47.00 | $47,000 | 1,000 | 11/22/19 | Unavail. | 03/11/20 | Sold |
| Series Drop 005 | 2018 DOB and Arrows: Patchworks Skulls painting by Takashi Murakami and Virgil Abloh | $76.00 | $95,000 | 1,250 | 11/22/19 | Unavail. | 03/06/20 | Closed |
| Series Drop 008 | 2019 series of commissioned paintings by fnnch | $40.00 | $32,000 | 800 | 11/22/19 | Unavail. | 03/17/20 | Sold |
| Series Drop 009 | 2012 Gone and Beyond painting by Kaws | $100.00 | $325,000 | 3,250 | 11/22/19 | Unavail. | 10/02/20 | Sold |
| Series Drop 010 | Collection of Nike SB Dunks sneakers | $25.00 | $25,000 | 1,000 | 11/22/19 | Unavail. | 03/06/20 | Sold |
| Series Gallery Drop 011 | 2019 commissioned painting by Shelby and Sandy | $25.00 | $20,000 | 800 | 01/16/20 | Unavail. | 05/21/20 | Sold |
| Series Gallery Drop 012 | 2011 Love Is What You Want neon sculpture by Tracey Emin | $75.00 | $150,000 | 2,000 | 01/16/20 | Unavail. | 08/24/20 | Closed |
| Series Gallery Drop 013 | 2019 Grey Selenite Newspaper Machine sculpture by Daniel Arsham | $60.00 | $90,000 | 1,500 | 01/16/20 | Unavail. | 02/22/21 | Closed |
| Series Gallery Drop 014 | Collection of 1985 Jordan 1 OG sneakers | $33.00 | $33,000 | 1,000 | 01/16/20 | Unavail. | 04/21/20 | Sold |
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| Series Gallery Drop 015 | Collection of Supreme skate decks – Bundle II | $27.00 | $27,000 | 1,000 | 01/16/20 | Unavail. | 04/03/20 | Sold |
| Series Gallery Drop 016 | Collection of Nike and Adidas Yeezy sneakers | $21.00 | $21,000 | 1,000 | 03/31/20 | Unavail. | 06/01/20 | Sold |
| Series Gallery Drop 017 | 2017 Colorbar Constellation 6 painting by Derrick Adams | $54.00 | $54,000 | 1,000 | 03/31/20 | Unavail. | 10/16/20 | Closed |
| Series Gallery Drop 018 | Tomb of Dracula #10 comic | $25.00 | $12,000 | 480 | 05/29/20 | Unavail. | 08/14/20 | Closed |
| Series Gallery Drop 019 | 2020 CHROMADYNAMICA MSS painting by Felipe Pantone | $30.00 | $22,500 | 750 | 06/11/20 | Unavail. | 08/18/20 | Sold |
| Series Gallery Drop 020 | X-Men #1 comic | $75.00 | $136,500 | – | 06/11/20 | Unavail. | 09/30/20 | Sold |
| Series Gallery Drop 021 | Collection of artist collaboration Nike sneakers | $25.00 | $27,500 | 1,100 | 06/11/20 | Unavail. | 11/04/20 | Sold |
| Series Gallery Drop 022 | Collection of Nike Air Jordan 1 sneakers | $32.00 | $32,000 | 1,000 | 06/11/20 | Unavail. | 08/14/20 | Sold |
| Series Gallery Drop 023 | 2019 Cape Woman painting by Katherine Bradford | $19.00 | $19,000 | 1,000 | 06/24/20 | Unavail. | 10/23/20 | Sold |
| Series Gallery Drop 024 | Fantastic Four #52 comic | $24.00 | $24,000 | 1,000 | 06/24/20 | Unavail. | 08/17/20 | Sold |
| Series Gallery Drop 025 | 2018 No. 90 painting by Derek Fordjour | $70.00 | $70,000 | – | 06/24/20 | Unavail. | 12/15/20 | Sold |
| Series Gallery Drop 026 | Avengers #1 comic | $50.00 | $100,000 | 2,000 | 06/24/20 | Unavail. | 09/14/20 | Sold |
| Series Gallery Drop 027 | Teenage Mutant Ninja Turtles #1 comic | $12.50 | $62,500 | – | 07/20/20 | Unavail. | 09/15/20 | Sold |
| Series Gallery Drop 028 | Nike SB Dunk Low “Freddy Krueger” sneakers | $10.00 | $20,000 | 2,000 | 07/20/20 | Unavail. | 11/20/20 | Sold |
| Series Gallery Drop 029 | Collection of Travis Scott collaboration Nike sneakers | $11.00 | $55,000 | 5,000 | 07/20/20 | Unavail. | 11/06/20 | Sold |
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| Series Gallery Drop 030 | 2020 A Perfect Trade painting by Cleon Peterson | $14.00 | $28,000 | 2,000 | 08/18/20 | Unavail. | 12/01/20 | Sold |
| Series Gallery Drop 031 | 2020 Sneakers, Computers, Capri Sun painting by Katherine Bernhardt | $24.00 | $48,000 | 2,000 | 08/18/20 | Unavail. | 01/21/21 | Closed |
| Series Gallery Drop 032 | Super Mario Bros. 3 “Right” NES game | $1.00 | $5,000 | 5,000 | 08/18/20 | Unavail. | 12/31/20 | Sold |
| Series Gallery Drop 033 | Collection of 1985 Nike Air Jordan I sneakers | $10.00 | $24,000 | 2,400 | 08/18/20 | Unavail. | 01/28/21 | Sold |
| Series Gallery Drop 034 | 2003 Police Car painting by Banksy | $20.00 | $415,000 | 20,750 | 08/18/20 | Unavail. | 11/02/20 | Closed |
| Series Gallery Drop 035 | 2020 Triptych: Medical Bill paintings by MSCHF | $20.00 | $75,000 | 3,750 | 08/18/20 | Unavail. | 12/22/20 | Sold |
| Series Gallery Drop 036 | Collection of streetwear collaboration Nike sneakers | $10.00 | $51,000 | 5,100 | 08/18/20 | Unavail. | 12/16/20 | Sold |
| Series Gallery Drop 037 | a collection of Nike Air Jordan sneakers | $10.00 | $26,500 | 2,650 | 08/18/20 | Unavail. | 11/05/20 | Sold |
| Series Gallery Drop 038 | 2003 LeBron James Topps Chrome #111 Refractor trading card | $10.00 | $73,500 | 7,350 | 09/23/20 | Unavail. | 11/05/20 | Sold |
| Series Gallery Drop 039 | 1985 Nike Air Jordan 1 TYPS PE sneakers | $10.00 | $67,500 | 6,750 | 09/23/20 | Unavail. | 12/14/20 | Closed |
| Series Gallery Drop 040 | Collection of Nike Air Max sneakers | $10.00 | $35,500 | 3,550 | 09/23/20 | Unavail. | 01/29/21 | Sold |
| Series Gallery Drop 041 | Dior Collaboration Nike Air Jordan 1 Low sneakers | $1.00 | $5,500 | 5,500 | 09/23/20 | Unavail. | 12/16/20 | Sold |
| Series Gallery Drop 042 | Collection of Nike Air Jordan sneakers known as “Kobe 3/ 8 PE Pack” | $10.00 | $21,000 | 2,100 | 09/23/20 | Unavail. | 12/01/20 | Sold |
| Series Gallery Drop 043 | Futura collaboration Nike SB Dunk High “FLOM” sneakers | $10.00 | $67,000 | 6,700 | 11/10/20 | Unavail. | 01/22/21 | Sold |
| Series Gallery Drop 044 | Nike Air Jordan 1 High “‘Shattered Backboard’ Origin Story” sneakers | $10.00 | $466,700 | 46,670 | 11/10/20 | Unavail. | 04/22/21 | Closed |
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| Series Gallery Drop 045 | Complete set of 1986 Fleer basketball trading cards | $10.00 | $230,000 | – | 11/10/20 | Unavail. | 01/19/21 | Sold |
| Series Gallery Drop 046 | 2000 SP Authentic #118 Tom Brady rookie trading card | $10.00 | $53,000 | 5,300 | 12/22/20 | Unavail. | 02/12/21 | Sold |
| Series Gallery Drop 047 | 1981 Topps #216 Joe Montana rookie trading card | $10.00 | $30,000 | 3,000 | 12/22/20 | Unavail. | 02/12/21 | Sold |
| Series Gallery Drop 048 | 2011 Hermès 35cm So Black Birkin handbag | $10.00 | $58,000 | 5,800 | 12/22/20 | Unavail. | 05/25/21 | Closed |
| Series Gallery Drop 049 | 2003 SP Authentic Limited LeBron James #148 trading card | $10.00 | $225,000 | 22,500 | 12/22/20 | Unavail. | 02/01/21 | Sold |
| Series Gallery Drop 050 | Zelda II: The Adventure of Link NES game | $10.00 | $29,500 | 2,950 | 12/22/20 | Unavail. | 03/01/21 | Sold |
| Series Gallery Drop 051 | 2009 Topps Chrome Stephen Curry #101 trading card | $10.00 | $31,000 | 3,100 | 12/22/20 | Unavail. | 01/26/21 | Sold |
| Series Gallery Drop 052 | Pokémon Blue Game Boy game | $10.00 | $10,000 | 1,000 | 12/22/20 | Unavail. | 01/12/21 | Sold |
| Series Gallery Drop 053 | Pokémon Yellow Game Boy game | $10.00 | $79,500 | 7,950 | 12/22/20 | Unavail. | 04/08/21 | Sold |
| Series Gallery Drop 054 | Golf NES game | $10.00 | $19,000 | 1,900 | 12/22/20 | Unavail. | 02/02/21 | Sold |
| Series Gallery Drop 055 | 1999 Pokémon 1st Edition Shadowless Holo Blastoise #2 trading card | $10.00 | $47,500 | 4,750 | 12/31/20 | Unavail. | 04/05/21 | Sold |
| Series Gallery Drop 056 | 1999 Pokémon 1st Edition Shadowless Holo Mewtwo #10 trading card | $10.00 | $21,200 | 2,120 | 12/31/20 | Unavail. | 02/09/21 | Sold |
| Series Gallery Drop 057 | 1999 Pokémon 1st Edition Shadowless Holo Raichu #14 trading card | $10.00 | $18,000 | 1,800 | 12/31/20 | Unavail. | 02/09/21 | Sold |
| Series Gallery Drop 058 | 2012-13 National Treasures Anthony Davis RPA trading card | $10.00 | $22,400 | 2,240 | 12/31/20 | Unavail. | 03/12/21 | Sold |
| Series Gallery Drop 059 | Super Mario Bros. NES game | $10.00 | $77,600 | 7,760 | 12/31/20 | Unavail. | 03/09/21 | Sold |
5
| Series Gallery Drop 060 | Daredevil #1 comic | $10.00 | $51,100 | 5,110 | 12/31/20 | Unavail. | 03/05/21 | Sold |
| Series Gallery Drop 061 | 1999 Pokémon 1st Edition Shadowless Holo Venusaur #15 trading card | $10.00 | $23,100 | 2,310 | 12/31/20 | Unavail. | 02/09/21 | Sold |
| Series Gallery Drop 062 | Tetris and Tetris II NES games | $10.00 | $16,200 | 1,620 | 12/31/20 | Unavail. | 02/19/21 | Sold |
| Series Gallery Drop 063 | 2002-03 Panini Futebol Portugal Cristiano Ronaldo #137 trading card | $10.00 | $21,100 | 2,110 | 12/31/20 | Unavail. | 03/02/21 | Sold |
| Series Gallery Drop 064 | 2004-05 Panini Megacracks La Liga Lionel Messi #71 trading card | $10.00 | $33,700 | 3,370 | 12/31/20 | Unavail. | 03/01/21 | Sold |
| Series Gallery Drop 065 | 1996 Topps Chrome Allen Iverson #171 Refractor trading card | $10.00 | $21,100 | 2,110 | 02/02/21 | Unavail. | 03/23/21 | Sold |
| Series Gallery Drop 066 | 2013 Panini Immaculate Collection Giannis Antetokounmpo #131 RPA trading card | $10.00 | $94,700 | 9,470 | 02/02/21 | Unavail. | 03/05/21 | Sold |
| Series Gallery Drop 067 | 2003-04 SP Authentic Signatures #LJA LeBron James trading card | $10.00 | $63,200 | 6,320 | 02/02/21 | Unavail. | 06/03/21 | Sold |
| Series Gallery Drop 068 | 2007 Topps Chrome Kevin Durant #131 Refractor trading card | $10.00 | $25,300 | 2,530 | 02/02/21 | Unavail. | 03/05/21 | Sold |
| Series Gallery Drop 069 | Emerging 15 Index: collection of 15 NBA Panini Prizm Silver trading cards | $10.00 | $37,000 | 3,700 | 02/02/21 | Unavail. | 03/05/21 | Sold |
| Series Gallery Drop 070 | Contra NES game | $10.00 | $32,800 | 3,280 | 02/22/21 | Unavail. | 04/05/21 | Sold |
| Series Gallery Drop 071 | 2018 Panini Prizm Luka Doncic Prizm Mojo #280 trading card | $10.00 | $78,900 | 7,890 | 02/22/21 | Unavail. | 03/25/21 | Sold |
| Series Gallery Drop 072 | 2003 Exquisite Collection Noble Nameplates #LB LeBron James trading card | $10.00 | $297,500 | 29,750 | 02/22/21 | Unavail. | 04/15/21 | Sold |
| Series Gallery Drop 073 | 2003 SP Authentic Signatures #MJ Michael Jordan trading card | $10.00 | $46,600 | 4,660 | 02/22/21 | Unavail. | 06/11/21 | Sold |
| Series Gallery Drop 074 | 2018 Panini Prizm World Cup Kylian Mbappe Orange Prizm #80 trading card | $10.00 | $22,000 | 2,200 | 02/22/21 | Unavail. | 03/25/21 | Sold |
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| Series Gallery Drop 075 | 2012 National Treasures Russell Wilson Rookie Signature Material Black #325 trading card | $10.00 | $58,300 | 5,830 | 02/22/21 | Unavail. | 07/08/21 | Sold |
| Series Gallery Drop 076 | 1996 Bowman’s Best Atomic Refractors Kobe Bryant #R23 trading card | $10.00 | $58,300 | 5,830 | 02/22/21 | Unavail. | 04/27/21 | Sold |
| Series Gallery Drop 077 | 1997 Brown’s Boxing Floyd Mayweather Jr. #51 trading card | $10.00 | $38,800 | 3,880 | 02/22/21 | Unavail. | 04/05/21 | Sold |
| Series Gallery Drop 078 | 1987 Converse Magic Johnson game-worn, signed sneakers | $10.00 | $22,000 | 2,200 | 02/22/21 | Unavail. | 04/15/21 | Sold |
| Series Gallery Drop 079 | 2012 National Treasures Kawhi Leonard #114 trading card | $10.00 | $21,200 | 2,120 | 02/22/21 | Unavail. | 03/19/21 | Sold |
| Series Gallery Drop 080 | 1972 Topps Julius Erving #195 trading card | $10.00 | $15,800 | 1,580 | 02/22/21 | Unavail. | 03/19/21 | Sold |
| Series Gallery Drop 081 | 1997 Metal Universe Precious Metal Gems Michael Jordan #23 trading card | $10.00 | $505,300 | – | 02/22/21 | Unavail. | 09/30/21 | Closed (Withdrawn) |
| Series Gallery Drop 082 | 2003 Finest LeBron James Refractor #133 trading card | $10.00 | $84,200 | – | 02/22/21 | Unavail. | 04/30/21 | Sold |
| Series Gallery Drop 083 | 1981 Topps Magic Johnson #21 trading card | $10.00 | $47,400 | 4,740 | 02/22/21 | Unavail. | 05/14/21 | Sold |
| Series Gallery Drop 084 | 2003-04 Topps Chrome Hobby Box sealed box of trading cards | $10.00 | $54,700 | – | 03/25/21 | Unavail. | 09/30/21 | Closed (Withdrawn) |
| Series Gallery Drop 085 | 1996-97 Topps Chrome Basketball Hobby Box sealed box of trading cards | $10.00 | $63,200 | – | 03/25/21 | Unavail. | 09/30/21 | Closed (Withdrawn) |
| Series Gallery Drop 086 | 2017 National Treasures #161 Patrick Mahomes II JSY AU Holo Silver trading card | $10.00 | $94,700 | 9,470 | 03/25/21 | Unavail. | 05/26/21 | Sold |
| Series Gallery Drop 087 | 1996 Flair Showcase Legacy Collection Row 0 #31 Kobe Bryant Rookie trading card | $10.00 | $243,200 | – | 03/25/21 | Unavail. | 09/30/21 | Closed (Withdrawn) |
| Series Gallery Drop 088 | 1980-81 Topps Basketball Wax Box sealed box of trading cards | $10.00 | $58,200 | – | 03/25/21 | Unavail. | 09/30/21 | Closed (Withdrawn) |
| Series Gallery Drop 089 | 2004 Panini Sports #89 Lionel Messi Mega Cracks Campeon trading card | $10.00 | $25,200 | 2,520 | 03/25/21 | Unavail. | 04/19/21 | Sold |
7
| Series Gallery Drop 090 | 1995 Pokémon Japanese Topsun Blue Back No Number Charizard trading card | $10.00 | $104,100 | – | 03/25/21 | Unavail. | 09/30/21 | Closed (Withdrawn) |
| Series Gallery Drop 091 | 1987 Fleer #59 Michael Jordan trading card | $10.00 | $39,400 | 3,940 | 03/25/21 | Unavail. | 08/04/21 | Sold |
| Series Gallery Drop 092 | 1986 Fleer Stickers #8 Michael Jordan Rookie trading card | $10.00 | $228,800 | – | 03/25/21 | Unavail. | 09/30/21 | Closed (Withdrawn) |
| Series Gallery Drop 093 | 2009 Bowman Chrome Draft Prospects Refractors #BDPP89 Mike Trout Signed Rookie trading card | $10.00 | $45,800 | 4,580 | 03/25/21 | Unavail. | 04/27/21 | Sold |
| Series Gallery Drop 094 | 2017 Kevin Durant Western Conference Semi-Finals game-worn jersey | $10.00 | $22,800 | 2,280 | 03/25/21 | Unavail. | 07/08/21 | Sold |
| Series Gallery Drop 095 | 2020 Kevin Durant Nets-debut game-worn jersey | $10.00 | $47,600 | 4,760 | 03/25/21 | Unavail. | 06/18/21 | Sold |
| Series Gallery Drop 096 | 2019 Panini Prizm Blue Ice #248 Zion Williamson Rookie trading card | $10.00 | $30,500 | 3,050 | 03/25/21 | Unavail. | 04/27/21 | Sold |
| Series Gallery Drop 097 | Halo: Combat Evolved game | $10.00 | $31,600 | – | 03/25/21 | Unavail. | 05/05/21 | Sold |
| Series Gallery Drop 098 | Super Mario Land game | $10.00 | $14,700 | 1,470 | 03/25/21 | Unavail. | 04/27/21 | Sold |
| Series Gallery Drop 099 | Mike Tyson’s Punch-Out!! game | $10.00 | $136,800 | 13,680 | 03/25/21 | Unavail. | 08/12/21 | Sold |
| Series Gallery Drop 100 | Collection of Street Fighter games | $10.00 | $19,500 | 1,950 | 03/25/21 | Unavail. | 06/22/21 | Sold |
| Series Gallery Drop 101 | Nintendo World Championship game | $10.00 | $211,300 | 21,130 | 03/25/21 | Unavail. | 08/04/21 | Sold |
| Series Gallery Drop 102 | 2003 NetPro Glossy International Preview #P2 Serena Williams trading card | $10.00 | $14,800 | 1,480 | 05/18/21 | Unavail. | 07/01/21 | Sold |
| Series Gallery Drop 103 | 2003 NetPro Glossy #G2 Serena Williams Rookie trading card | $10.00 | $18,400 | – | 05/18/21 | Unavail. | 08/19/21 | Sold |
| Series Gallery Drop 104 | Sealed Apple iPhone 2G A1203 | $10.00 | $13,100 | 1,310 | 05/18/21 | Unavail. | 06/17/21 | Sold |
8
| Series Gallery Drop 105 | 2014 Panini Prizm World Cup #12 Lionel Messi Green Crystal Prizm trading card | $10.00 | $65,000 | 6,500 | 05/18/21 | Unavail. | 09/23/21 | Sold |
| Series Gallery Drop 106 | 1993 SP Foil #279 Derek Jeter Rookie trading card | $10.00 | $28,100 | – | 05/18/21 | Unavail. | 09/30/21 | Closed (Withdrawn) |
| Series Gallery Drop 107 | 1994 Miami Bumble Bee #8 Dwayne Johnson Rookie trading card | $10.00 | $23,800 | 2,380 | 05/18/21 | Unavail. | 06/24/21 | Sold |
| Series Gallery Drop 108 | Kobe Bryant Last Game signed ticket | $10.00 | $31,700 | 3,170 | 05/18/21 | Unavail. | 07/13/21 | Sold |
| Series Gallery Drop 109 | 2001 SP Authentic Stars #45 Tiger Woods Rookie trading card | $10.00 | $32,400 | 3,240 | 05/18/21 | Unavail. | 09/30/21 | Sold |
| Series Gallery Drop 110 | 1984 Transformers G1 Optimus Prime “Pepsi Edition” toy | $10.00 | $10,600 | – | 06/21/21 | Unavail. | 08/10/21 | Sold |
| Series Gallery Drop 111 | 2002 Yu-Gi-Oh Blue-Eyes White Dragon LOB-001 First Edition trading card | $10.00 | $18,900 | 1,890 | 06/21/21 | Unavail. | 09/14/21 | Sold |
| Series Gallery Drop 112 | Pokémon Red game | $10.00 | $60,000 | 6,000 | 06/21/21 | Unavail. | 08/31/21 | Sold |
| Series Gallery Drop 113 | Mario Kart 64 game | $10.00 | $57,900 | 5,790 | 07/19/21 | Unavail. | 08/31/21 | Sold |
| Series Gallery Drop 114 | Collection of all three original Nike Air Yeezy 1's | $10.00 | $13,500 | 1,350 | 07/19/21 | Unavail. | 09/03/21 | Sold |
| Series Gallery Drop 115 | Special Marvel Edition #15 comic | $10.00 | $16,500 | 1,650 | 07/19/21 | Unavail. | 08/27/21 | Sold |
| Series Gallery Drop 116 | 1999 Pokémon 1st Edition Shadowless Holo Charizard trading card | $1.00 | $236,800 | 236,800 | 10/25/21 | 10/26/21 | 02/28/22 | Closed |
| Series Gallery Drop 117 | NFT by XCOPY titled BOTTOM FEEDER #35 | $1.00 | $93,700 | 93,700 | 12/13/21 | 12/14/21 | 02/28/22 | Sold |
| Series Gallery Drop 118 | NFT by Damien Hirst titled Be too young | $1.00 | $30,000 | – | 12/13/21 | 12/14/21 | 02/09/22 | Closed (Withdrawn) |
| Series Gallery Drop 119 | Halo: Combat Evolved game | $1.00 | $88,400 | 88,400 | 12/13/21 | 12/14/21 | 03/09/22 | Sold |
9
| Series Gallery Drop 120 | Minecraft Xbox 360 game | $1.00 | $27,800 | – | 12/13/21 | 12/14/21 | 02/09/22 | Closed (Withdrawn) |
| Series Gallery Drop 121 | NBA Jam game | $1.00 | $32,800 | 32,800 | 12/13/21 | 12/14/21 | 03/02/22 | Sold |
| Series Gallery Drop 122 | Harry Potter and the Philosopher's Stone book | $1.00 | $115,800 | 115,800 | 12/13/21 | 12/14/21 | 02/25/22 | Closed |
| Series Gallery Drop 123 | NFT by FEWOCiOUS titled i miss your voice call back soon okay #3 | $1.00 | $46,800 | 46,800 | 12/13/21 | 12/14/21 | 02/28/22 | Sold |
(1)
For closed offerings, each row states the actual number of interests sold.
(2)
We may issue, but will not be compensated for, additional interests pursuant to the terms of a Bonus Interest Program.
(3)
For each offering, each row states, with respect to the given offering, the date on which the offering was initially qualified by the Commission.
(4)
For each offering, each row states, with respect to the given offering, the date on which offers and sales for such offering commenced. “Unvail.” indicates that the date on which offers and sales for a given offering commenced was not tracked historically, and is thus unavailable.
(5)
“Sold” indicates that the underlying asset of the given series was sold. “Closed (Withdrawn)” indicates that the given offering was withdrwan.
The Underlying Assets
The discussions contained in this report relating to the underlying assets; their related artists, designers and/or makers; and their related industries are taken from third-party sources that we believe to be reliable, and we believe that the information from such sources contained herein is reasonable, and that the factual information is fair and accurate.
The Series #KW Asset
Summary Overview
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Series #KW has purchased a 2018 Saint Jerome Hearing the Trumpet of Last Judgement painting by Kehinde Wiley (the “Series #KW Asset”), the specifications of which are set forth below.
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In 2017, Kehinde Wiley was chosen and commissioned to paint Barack Obama’s official portrait for the Smithsonian.
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One of the most iconic pieces from Kehinde Wiley is the figure in front of a colorful background pattern, in the same style and year as the Obama painting, which brought Kehinde Wiley to national recognition.
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Only eleven portrait paintings were produced for the Saint Louis Art Museum’s “Saint Louis” collection which showcases residents of the city that were selected from a casting call and were painted in front of a decorative background.
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We chose this painting as one of our investments due to the “blue chip” nature of the artist, Kehinde Wiley. His work has been displayed in both solo and group exhibitions at major institutions around the world and he is represented by internationally reputable galleries.
Specifications
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Artist
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Kehinde Wiley
|
|
Artwork
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Saint Jerome Hearing the Trumpet of Last Judgement
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Size
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96 x 72 inches
|
|
Medium
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Oil on Linen
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Creation Year
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2018
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Purchased From
|
Roberts Projects
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Purchased For
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$237,500
|
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Year Purchased
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2019
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The Painting
Wiley’s Saint Jerome is part of Saint Louis, an exhibition at the Saint Louis Art Museum that is deeply connected to St. Louis and informed by visits Wiley made in 2017 to the city. Through a process of street casting, he invited strangers he met in neighborhoods in north St. Louis and Ferguson to pose for his paintings. Dressed in their own clothing, Wiley then created eleven original portraits that are inspired by carefully chosen artworks in the Museum’s collection. Kehinde paints black men and women in poses once associated with white aristocrats in historical paintings. Wiley’s portraits often feature ornate and decorative backgrounds, elements of which surround and sometimes weave around his subjects. His works address the politics of race and power in art, drawing attention to the pervasive lack of representation of people of color in the art world.
The painting measures 96 in by 72 in and was created in 2018.
The Artist
Kehinde Wiley is a painter best known for his naturalistic portraits of African American men in heroic poses. Born in Los Angeles, CA, he earned his BFA from the San Francisco Art Institute and his MFA from the Yale University School of Art. Wiley’s early work consists of Photo-Realistic paintings of men, whom he had met on the streets in Harlem, set against a floral background. In all of his work, Wiley combines a wide range of references from classical painting and pop culture. Over the course of his career, the size of Wiley’s canvases has expanded, and he began depicting his subjects, young black models or music icons, in heroic defeat as well as triumph. Most of his models are cast on the street, though Wiley has also portrayed celebrities such as Michael Jackson and Ice-T. In 2017, he was chosen to paint Barack Obama’s official portrait for the Smithsonian. He has continued to travel through Africa, Brazil, India, and Sri Lanka, and paint portraits that incorporate the cultural imagery associated with these places. Wiley’s work has been exhibited at the National Portrait Gallery in London, the Brooklyn Museum of Art, and the Studio Museum in Harlem, New York.
Condition Report
According to the Saint Louis Museum, the painting is in excellent condition. The canvas has been tensioned over a very thin stretcher, and retains overall planarity but is slightly slack on the stretcher. Evidence of underdrawings in what appears to be pencil can be seen in a few areas throughout, particularly in the background repeating patterns. The paint layers have been applied very thinly and are in excellent condition overall. There are a few small brush inclusions and a small area of light abrasion to the left of the figure. The surface gloss is slightly uneven, but likely due to the “glazing” before the works arrived. The frame is in excellent condition overall, with only a few very small light scuffs that reveal a white preparatory layer.
Ownership and Pricing History
11
We purchased the painting from the artist at Roberts Projects. Roberts Projects represents mid-career and established artists of international recognition as well as emerging artists. By exhibiting artists across multiple generations and continents, the gallery establishes a discursive critical voice in addressing diverse perspectives of art within a broader context of contemporary artistic practices.
Provenance: Prior to our purchase, the painting was on loan to the Saint Louis Art Museum courtesy of the Artist and Robert Projects. The painting was then sent to us.
Pricing History: We were the first to buy the asset.
Comparable Analysis: An official independent appraisal for this painting has not been obtained. However, there are other comparable portrait paintings produced in the same time frame that were sold in art auctions in 2018, including:
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CHARLES I (produced in 2018) was sold in 2018 for $300,000 ($69.4 per square inch).
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Portrait of Quentin Lee Moore (produced in 2017) was sold in 2018 for $112,500 ($90.7 per square inch).
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We purchased Wiley’s Saint Jerome for $237,500 ($34.4 per square inch).
Market Assessment
We believe there is a growing market for Wiley’s portfolio, specifically his portrait paintings with decorative backgrounds produced post-2017. As per the graphs below, the average price paid (calculated using turnover per artwork sold for the year) for Kehinde Wiley’s work increased by 86% from 2017 to 2018 and grew at a 14.7% CAGR from 2005 to 2018. Kehinde Wiley’s sell through rate for this work has increased to 100% in 2018, spiking after he was commissioned to paint Barack Obama for the Smithsonian.
We were able to obtain the painting in excellent condition and believe that it already has a strong provenance given its position in the Saint Louis Art Museum. We believe Kehinde’s work in general is particularly recognizable in American culture, especially after he was commissioned to do President Obama’s portrait in 2017.
Source: Widewalls
12
Artist Assessment: We use a combination of qualitative and quantitative metrics to assess the market for Kehinde Wiley’s work (data below as of 2019).
|
Price Range of Comparable Work
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$112,500 to $300,000, implied average of $69.4 to $90.7 per square inch of painting
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|
Sell Through Rate
|
84.6%
|
|
Turnover
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$4.75mm with 2018 being the peak
|
|
Number of Pieces Sold
|
112 total pieces sold
|
|
Notable Solo Exhibitions / Provenance
|
●
2019 Roberts Projects, Culver City, CA (forthcoming)
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2018 The Smithsonian’s National Portrait Gallery, Washington DC
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2018 Saint Louis Museum of Art, Saint Louis, MO
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2017 “Kehinde Wiley: A New Republic” Oklahoma City Museum of Art, Oklahoma City, OK,
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Toledo Museum of Art, Toledo, OH (2017)
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Phoenix Art Museum, Phoenix, AZ (2016)
○
Seattle Art Museum, WA (2016)
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Virginia Museum of Fine Arts, Richmond, VA (2016)
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Modern Art Museum of Fort Worth, TX (2015)
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Brooklyn Museum, New York, NY (2015)
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2017 “Trickster” Sean Kelly, New York, NY
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2017 “Kehinde Wiley: In Search of the Miraculous” Stephen Friedman Gallery, London, UK
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2016 “Kehinde Wiley” Petit Palais, Musée des Beaux-Arts de la Ville de Paris, Paris, France
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2015 “Fifteen x Fifteen” Bill Hodges Gallery, New York, NY
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Various Series’ Assets
On November 22, 2022, the following series of our company exchanged the underlying assets of such series for the amounts below for non-voting membership interests in Public Sneaker Collection LLC, a Delaware limited liability company (“Public Sneaker”), by subscribing to the offering by Public Sneaker of its interests. In connection with each such exchange, the applicable series will make de minimis operating expense reimbursement payments to our manager for outstanding but unpaid expenses of such series. Our manager assumed all remaining outstanding but unpaid expenses of such series and, where applicable, waived any and all rights to receive the 10% distribution pursuant to Section 7.02 of our company’s limited liability company agreement, dated February 1, 2019, as amended (our “operating agreement”). Our 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 our manager, only of interests in Public Sneaker. After making such distribution, our manager began winding up such series as the series no longer have any assets or liabilities.
Series | Underlying Asset | Exchange Date | Exchange Amount | Offering Amount | ||
Series Drop 002 | 2016 Nike MAG Back to the Future sneakers | 11/22/22 | $ | 63,000 | $ | 33,000 |
Series Drop 010 | Collection of Nike SB Dunks sneakers | 11/22/22 | 58,000 | 25,000 | ||
Series Gallery Drop 014 | Collection of 1985 Jordan 1 OG sneakers | 11/22/22 | 98,000 | 33,000 | ||
Series Gallery Drop 016 | Collection of Nike and Adidas Yeezy sneakers | 11/22/22 | 34,000 | 21,000 | ||
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Series Gallery Drop 021 | Collection of artist collaboration Nike sneakers | 11/22/22 | 34,100 | 27,500 | ||
Series Gallery Drop 022 | Collection of Nike Air Jordan 1 sneakers | 11/22/22 | 44,000 | 32,000 | ||
Series Gallery Drop 028 | Nike SB Dunk Low “Freddy Krueger” sneakers | 11/22/22 | 30,000 | 20,000 | ||
Series Gallery Drop 029 | Collection of Travis Scott collaboration Nike sneakers | 11/22/22 | 55,000 | 55,000 | ||
Series Gallery Drop 033 | Collection of 1985 Nike Air Jordan I sneakers | 11/22/22 | 86,400 | 24,000 | ||
Series Gallery Drop 036 | Collection of streetwear collaboration Nike sneakers | 11/22/22 | 61,200 | 51,000 | ||
Series Gallery Drop 037 | a collection of Nike Air Jordan sneakers | 11/22/22 | 23,850 | 26,500 | ||
Series Gallery Drop 040 | Collection of Nike Air Max sneakers | 11/22/22 | 39,050 | 35,500 | ||
Series Gallery Drop 041 | Dior Collaboration Nike Air Jordan 1 Low sneakers | 11/22/22 | 11,000 | 5,500 | ||
Series Gallery Drop 042 | Collection of Nike Air Jordan sneakers known as “Kobe 3/ 8 PE Pack” | 11/22/22 | 16,800 | 21,000 | ||
Series Gallery Drop 043 | Futura collaboration Nike SB Dunk High “FLOM” sneakers | 11/22/22 | 60,300 | 67,000 | ||
Series Gallery Drop 114 | Collection of all three original Nike Air Yeezy 1’s | 11/22/22 | $ | 13,500 | $ | 13,500 |
The Series Drop 003 Asset
On September 13, 2023, Series Drop 003 sold at auction (then pending payment) the underlying asset of such series, The Incredible Hulk #181 comic book, for $62,700 inclusive of shared premium from the auction house versus the Series Drop 003 offering amount of $25,000. In connection with the sale, our manager assumed all outstanding but unpaid Series Drop 003 acquisition and offering expenses and waived any and all rights to receive the 10% distribution pursuant to Section 7.02 of our operating agreement. This resulted in a net gain to holders of interests in Series Drop 003. The closing of the sale was consummated on September 21, 2023. Our manager, as the manager of Series Drop 003, was appointed as liquidator and distributed to holders of interests in Series Drop 003 all of the remaining assets (which consist only of cash) of Series Drop 003. After making such distribution, the Manager began winding up Series Drop 003 as the series no longer has any assets or liabilities.
The Series Drop 004 Asset
On August 3, 2022,
Series Gallery Drop 004 sold the underlying asset of such series, a series of
artist collaboration Supreme skate decks, for $16,227 net of auction fees
versus the Series Gallery Drop 004 offering amount of $47,000. In connection
with the sale, our manager assumed all outstanding but unpaid Series Gallery
Drop 004 acquisition and offering expenses. This resulted in a net loss to
holders of Series Gallery Drop 004 interests. Our manager, as the manager of Series
Gallery Drop 004, was appointed as liquidator and distributed to holders of Series
Gallery Drop 004 interests all of the remaining assets (which consisted only of
cash) of Series Gallery Drop 004. After making such distribution, our manager
began winding up Series Gallery Drop 004 as the series no longer has any assets
or liabilities.
The Series Drop 005 Asset
Summary Overview
14
Series Drop 005 has purchased one painting produced a part of a collaboration between Takashi Murakami and Virgil Abloh, DOB and Arrows: Patchwork Skulls (the “Series Drop 005 Asset”).
●
Betting on Virgil Abloh: While the designer is now iconic in the fashion industry, his career in contemporary art is still nascent. The Chief Curator of the MCA Chicago, Michael Darling, took notice of Virgil Abloh’s work as early as 2016, saying that “the public needed to know more about this artist and why he is important.” Virgil Abloh was subject of a retrospective at the MCA Chicago in June 2019, which will then travel to the Brooklyn Museum, Brooklyn, the Institute of Contemporary Art, Boston, and the High Museum of Art, Atlanta.
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Cultural influence and collaboration: Both Virgil Abloh and Takashi Murakami have been included in Time 100, which names the world’s most influential people. Artnet cited Murakami as one of the most influential contemporary artists to emerge from Asia in recent decades, and Virgil Abloh is the current Artistic Director of Louis Vuitton’s menswear Collection and Founder of the Lyst Index’s hottest brand of the year, Off-White. The work came from a limited collaboration that took place over three exhibitions at Gagosian gallery. According to Artnews, Drake purchased a work from the collaboration.
●
Primary market purchase from a reputed gallery: We purchased this work from Gagosian, which is considered the largest blue-chip contemporary art gallery. Gagosian also represents Jeff Koons, the Estate of Andy Warhol, and Damien Hirst. Buying directly on the primary market enabled us to get a 10% discount on the purchase price. According to an article published in the Yale Law Journal, works on the primary market are “often sold at a discount and are more likely to appreciate on a shorter time horizon.”
Specifications
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Artist
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Takashi Murakami and Virgil Abloh
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|
Artwork
|
DOB and Arrows: Patchwork Skulls
|
|
Size
|
34 x 23 x 2 in
|
|
Medium
|
Acrylic on canvas mounted on an aluminum frame
|
|
Creation Year
|
2018
|
|
Purchased From
|
Gagosian Gallery
|
|
Purchased For
|
$90,000
|
|
Year Purchased
|
2019
|
Virgil Abloh
American fashion designer and artist Virgil Abloh (born 1980) represents a critical voice in fashion and pop culture today. He is the Artistic Director of Louis Vuitton’s Menswear and CEO & Founder of Lyst Index’s hottest brand of the year, Off-White. Abloh came to prominence as Kanye West’s Creative Director. He has been included in Time 100 as among one of the most influential people in the world. While a fashion designer by training, Virgil is still developing as a contemporary artist as he is the subject of the exhibition, Figures of Speech, at the Museum of Contemporary Art in Chicago in June - September 2019. Figures of Speech will travel to the Brooklyn Museum, Brooklyn, Institute of Contemporary Art, Boston, and the High Museum of Art, Atlanta.
Takashi Murakami
15
Japanese artist Takashi Murakami (born 1963) creates paintings, sculptures, and films that sit at the intersection of pop culture, history, and fine art. He is often categorized among other artists working in the tradition of Pop Art, such as Andy Warhol, Damien Hirst, and Jeff Koons. Murakami founded the “Superflat” movement, which draws from both historical and contemporary Japanese aesthetics. Artnet cited Murakami as one of the most influential contemporary artists to emerge from Asia in recent decades, and he has been included in Time 100 as one of the most influential people in the world. His work interrogates the perceived barrier between high culture, materialized through fine art, and mass consumerism. He has collaborated with brands, including Louis Vuitton, Supreme, COMME des GARÇONS, Kanye West and Billie Eilish. “I am looking for the crossing point between fine art and entertainment,” explained Murakami to the New York Times in 2001. The artist’s work has been the subject of numerous exhibitions around the world, including those held at the Mori Art Museum in Tokyo, Gagosian Gallery in London, the Guggenheim Museum in Bilbao, and the Versailles Palace.
The Painting
The work, DOB and Arrow: Patchwork Skulls, was purchased from a limited collaboration between Takashi Murakami and Virgil Abloh that took place over three exhibitions presented at Gagosian Gallery. This work was purchased from the America Too exhibition at Gagosian Gallery in Beverly Hills, from October 10 - 25, 2018. According to Artnews, Drake purchased a work from the exhibition. The work combines both of their signature aesthetics, fusing Takashi Murakami’s ornate skull pattern and recognizable DOB character with Virgil Abloh’s minimal aesthetic. The background, a condensed skull pattern, is a widely repeated motif throughout Murakami’s work. Abloh’s crisp double-arrow sign, also the logo of his fashion label Off-White, cuts through the foreground of the canvas, creating depth on an otherwise flat plane. Murakami’s iconic riff on Mickey Mouse, his DOB character, peeks out from behind the double-arrow.
Market Assessment
Buying directly on the primary market enabled us to get a 10% discount on the purchase price. According to an article published in the Yale Law Journal, works on the primary market are “often sold at a discount and are more likely to appreciate on a shorter time horizon.”
Condition Report
According to a condition report prepared by Philippine du Merac of Gagosian Gallery on April 19, 2019, the work appears to be in good condition with Takashi Murakami’s signature visible on the back.
Ownership
We purchased the painting from Gagosian Gallery, who represents Takashi Murakami. The painting was shown as part of the America Too exhibition at Gagosian Gallery’s Beverly Hills location. Gagosian Gallery is currently the largest international art gallery with 16 locations globally. They represent mid-career and established artists of international recognition with a focus on contemporary art.
The Series Drop 008 Asset
On August 3, 2022,
Series Gallery Drop 008 sold the underlying asset of such series, a series of
artist collaboration Supreme skate decks, for $30,140 net of auction fees
versus the Series Gallery Drop 008 offering amount of $40,000, inclusive of
interests issued to the original asset seller. In connection with the sale, our
manager assumed all outstanding but unpaid Series Gallery Drop 008 acquisition
and offering expenses. This resulted in a net loss to holders of Series Gallery
Drop 008 interests. Our manager, as the manager of Series Gallery Drop 008, was
appointed as liquidator and distributed to holders of Series Gallery Drop 008 interests
all of the remaining assets (which consisted only of cash) of Series Gallery
Drop 008. After making such distribution, our manager began winding up Series Gallery
Drop 008 as the series no longer has any assets or liabilities.
The Series Drop 009 Asset
16
On September 28,
2022, Series Gallery Drop 009 sold the underlying asset of such series, one
painting by contemporary artist, KAWS, titled Gone and Beyond, for $85,000
net of auction fees versus the Series Gallery Drop 009 offering amount of $325,000.
In connection with the sale, our manager assumed all outstanding but unpaid Series
Gallery Drop 009 acquisition and offering expenses. This resulted in a net loss
to holders of Series Gallery Drop 009 interests. Our manager, as the manager of
Series Gallery Drop 009, was appointed as liquidator and distributed to holders
of Series Gallery Drop 009 interests all of the remaining assets (which
consisted only of cash) of Series Gallery Drop 009. After making such
distribution, our manager began winding up Series Gallery Drop 009 as the
series no longer has any assets or liabilities.
The Series Gallery Drop 011 Asset
On December 15, 2023, Series Gallery Drop 011 closed the sale of the underlying asset of such series, a 2019 painting by Shelby and Sandy, for $2,200 inclusive of fees versus the Series Gallery Drop 011 offering amount of $20,000. In connection with the sale, our manager assumed all outstanding but unpaid Series Gallery Drop 011 acquisition and offering expenses. This resulted in a net loss to holders of interests in Series Gallery Drop 011. Our manager, as the manager of Series Gallery Drop 011, was appointed as liquidator and distributed to holders of interests in Series Gallery Drop 011 all of the remaining assets (which consist only of cash) of Series Gallery Drop 011. After making such distribution, our manager began winding up Series Gallery Drop 011 as the series no longer has any assets or liabilities.
The Series Gallery Drop 012 Asset
Summary Overview
Series Gallery Drop 012 has purchased one neon work by Tracey Emin, Love Is What You Want (the “Series Gallery Drop 012 Asset”).
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Cultural influence: Artsy writes that Emin’s work is “both deeply personal but instantly recognizable—yet despite its confessional nature, it has become a signifier for a certain kind of luxury consumerism.” Emin’s eye catching neon aesthetic is appealing to millennials and celebrity collectors—Kylie Jenner, Kendall Jenner, Beyonce and P Diddy are collectors of her work.
●
Attention on female artists: While the blue-chip category tends to be dominated by male artists, the art market has begun to demand diversity and recognize female artists for their accomplishments. According to an article by Art Agency Partners, “like any overlooked area of the market, art by women artists represents an opportunity.”
●
Demand: According to data compiled by Artsy, which examined the most in-demand artists at art fairs in the first half of 2019, Tracey Emin was the 14th most in-demand blue-chip artists, and was one of only three women included in the top 30. Additionally, Emin’s auction data shows a 94% sell-through rate, 223% realized price over estimate, and $77,670 average sale price in the past 12 months, an uptick relative to her all-time average of $44,000.
●
White Cube show: Emin’s show A Fortnight of Tears in early 2019 at White Cube Bermondsey, London reignited the public adoration of her work as she displayed new raw emotion of personal pains with overt feminist overtones. The exhibition was her first London show in four years after a sabbatical and retreat from the public eye.
Specifications
|
Artist
|
Tracey Emin
|
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Artwork
|
Love Is What You Want
|
|
Size
|
52 3/8 x 58 11/16 in.
|
|
Medium
|
Neon
|
|
Creation Year
|
2011
|
17
|
Purchased From
|
Sotheby’s, Private Sale
|
|
Purchased For
|
$140,000
|
|
Year Purchased
|
2019
|
The Artist
British artist Tracey Emin (born 1963) creates sculptures, paintings, and drawings that are deeply personal and narrative. She is noted as a prominent figure of the Young British Artists (YBAs), alongside peers such as Damien Hirst and Sarah Lucas. Emin rose to fame with her notorious and deeply confessional sculpture, My Bed, which was first displayed at the Tate Gallery. Artsy writes that Emin’s work is “both deeply personal but instantly recognizable—yet despite its confessional nature, it has become a signifier for a certain kind of luxury consumerism.” Emin’s celebrity collectors include Sir Elton John, the Beckhams, and Kylie Jenner, among others. Her work has been the focus of exhibitions around the world, including at the Musée d’Orsay in Paris, the Leopold Museum in Vienna, Gagosian Gallery in Los Angeles, the Museum of Contemporary Art in Miami, and the Scottish National Gallery of Modern Art in Edinburgh. She opened several solo exhibitions in 2020, including that at the Munch Museum and a permanent public commission at Oslo’s Museum Island.
The Work
The work, Love Is What You Want, is a limited edition neon, a form that she first pioneered in 1995. Emin’s use of neon is inspired by her childhood memories of the neon illuminations in the English seaside town of Margate where she grew up. The work features the phrase “Love Is What You Want” in pink neon, inscribed in her signature cursive script and framed by a neon heart. The featured phrase was also the title of her retrospective show at the Hayward Gallery in London in 2011. In 2013, a retrospective of Emin’s neon work at MOCA in North Miami, demonstrated the central importance neon holds in her practice.
Market Assessment
Emin’s auction data shows a 94% sell-through rate, 223% realized price over estimate, and $77,670 average sale price in the past 12 months, an uptick relative to her all-time average of $44,000, according to CollectorIQ.
Condition Report
The work was inspected by our art advisors, Art Agency Partners, before the time of purchase, who noted its good condition.
Ownership
We purchased the work through a private sale with Sotheby’s. It was previously owned by a private collector.
The Series Gallery Drop 013 Asset
Summary Overview
Series Gallery Drop 013 has purchased a unique sculpture by Daniel Arsham, Grey Selenite Newspaper Machine (the “Series Gallery Drop 013 Asset”).
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Cultural significance: Daniel Arsham has built a large following for his work through brand collaborations, social media, and lower-priced, largely accessible editioned works. Arsham has collaborated with brands such as Dior, Rimowa, KITH and Louis Vuitton and has 603,000 Instagram followers. With attention from celebrities such as Swizz Beatz, Jay Z and Pharrell Williams, the New York Times wrote an article that explained “Why Celebrities Are So Into Daniel Arsham.” In 2017, Arsham was included in Hypebeast 100, which celebrates leaders and innovators across creative industries.
18
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Auction record: In November 2019, Arsham beat his previous auction record when his work, Quartz Eroded Vogue Magazine 101’, sold for over $200,000, which was originally estimated between $19,200 - $32,100, in Phillips 20th Century & Contemporary Art auction in Hong Kong.
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Millennial appeal: With significant press coverage in publications such as Hypebeast and Highsnobiety, as well as 603,000 Instagram followers, Arsham’s work appeals to a millennial demographic.
●
Acquisition source: This work was brought to Art Basel Miami Beach by blue-chip gallery, Perrotin. We purchased the work directly from the gallery.
Specifications
|
Artist
|
Daniel Arsham
|
|
Artwork
|
Grey Selenite Newspaper Machine
|
|
Size
|
52 1/2 × 16 1/2 × 21 inch
|
|
Medium
|
Grey selenite, quartz, hydrostone
|
|
Creation Year
|
2019
|
|
Purchased From
|
Perrotin Gallery
|
|
Purchased For
|
$84,150
|
|
Year Purchased
|
2019
|
The Artist
Daniel Arsham (American, born 1980) is a contemporary visual artist based in New York City whose work exists in between art, architecture, and performance. Arsham was born in Miami and attended Cooper Union in New York City, where he received the Gelman Fellowship Award in 2003. His sculptural works, which are usually white or bronze, focus on archeological objects, except instead of sculpting relics of the past, Arsham re-creates objects from contemporary forms such as the basketball, a pair of sneakers, or a teddy bear. Using geological materials such as sand, selenite, or volcanic ash, his works often look as if they are decaying or have been unearthed. A large part of Arsham’s practice focuses on selling lower-priced editioned works to his millennial fans and collectors. The artist is represented by international blue-chip gallery, Perrotin, and has had solo shows at MOCO Museum, Amsterdam; High Museum of Art, Atlanta; and the Watermill Center, Watermill, NY.
The Sculpture
Grey Selenite Newspaper Machine sculpture measures at 52.5 x 16.5 x 21 inches, and is composed of grey selenite, quartz and hydrostone. This work is one of Arsham’s “future relics,” which focuses on preserving items of the past using non-traditional materials to make the work appear as if it was archaeologically found in the future. Arsham’s core style takes once everyday items and replicates their details through another medium. Grey Selenite Newspaper Machine is representative of a style of work Arsham has been practicing for much of his career.
Market Assessment
Buying directly on the primary market enabled us to get a 10% discount on the purchase price. According to an article published in the Yale Law Journal, works on the primary market are “often sold at a discount and are more likely to appreciate on a shorter time horizon.”
Condition Report
The work was purchased on the primary market, and was in excellent condition at the time of purchase.
Ownership
We purchased the painting from Perrotin Gallery, where it was a part of their offerings for Art Basel Miami Beach.
19
The Series Gallery Drop 015 Asset
On September 28,
2022, Series Gallery Drop 015 sold the underlying asset of such series, a
collection of two Supreme skate decks, for $10,260 net of auction fees versus
the Series Gallery Drop 015 offering amount of $27,000. In connection with the
sale, our manager assumed all outstanding but unpaid Series Gallery Drop 015 acquisition
and offering expenses. This resulted in a net loss to holders of Series Gallery
Drop 015 interests. Our manager, as the manager of Series Gallery Drop 015, was
appointed as liquidator and distributed to holders of Series Gallery Drop 015 interests
all of the remaining assets (which consisted only of cash) of Series Gallery
Drop 015. After making such distribution, our manager began winding up Series Gallery
Drop 015 as the series no longer has any assets or liabilities.
The Series Gallery Drop 017 Asset
Summary Overview
Series Gallery Drop 017 has purchased one painting by Derrick Adams, Colorbar Constellation 6 (Sandford and Son) (the “Series Gallery Drop 017 Asset”).
●
Strong demand: According to Artsy, Derrick Adams was among the most in-demand artists at art fairs in 2019, ranking 9th on the list ahead of artists like Banksy, Picasso and George Condo. At auction, his works have a 100% sell-through rate over the last 12 months, and a 221% realized price over estimate.
●
Credentials and career highlights: Adams received his MFA from Columbia University and BFA from Pratt Institute. He is represented by Rhona Hoffman Gallery, Luxembourg & Dayan and Salon 94. Career highlights include having a solo show at a major institution (the Studio Museum in Harlem), being reviewed by major art publications (Artforum, Frieze, Art in America) and being included in major biennales (Performa, Prospect New Orleans).
●
Institutional attention: Adams’ work is in the permanent collections of a number of museums, including The Metropolitan Museum of Art and the Whitney Museum of American Art. Additionally, works from Derrick Adams’ 2016 Colorbar Constellation series have received institutional attention via an exhibition titled Transmission at the Museum of Contemporary Art in Denver in 2018.
●
Mainstream press: Adams and his Colorbar Constellation series have also received mainstream press attention and were the subject of articles in Hyperallergic, HuffPost and Interview Magazine. He has also been featured in The New York Times and Bloomberg.
Specifications
|
Artist
|
Derrick Adams
|
|
Artwork
|
Colorbar Constellation 6 (Sandford and Son)
|
|
Size
|
78 x 44 inches
|
|
Medium
|
Acrylic paint, paper (vintage TV guide covers), fabric, on pigment printed canvas, with vinyl (wood grain patterned fabric-backed vinyl), TV antenna, aluminum foil, wood cleat
|
|
Creation Year
|
2016
|
|
Purchased From
|
Gagosian Gallery
|
|
Purchased For
|
$49,500
|
|
Year Purchased
|
2020
|
The Artist
20
Derrick Adams (American, born 1970) is an artist who primarily works in a variety of mediums, including painting, sculpture, collage, performance, video and sound installations. His work seeks to explore the influence of contemporary culture on our lives and the intersection of the African American experience with art history, American iconography and consumerism. Adams’ practice employs deconstructivist philosophies focused on the fragmentation and manipulation of structure and surface.
Adams received his MFA from Columbia University and BFA from Pratt Institute. He is represented by Rhona Hoffman Gallery, Luxembourg & Dayan and Salon 94. Career highlights include having a solo show at a major institution (the Studio Museum in Harlem), being reviewed by major art publications (Artforum, Frieze, Art in America) and being included in major biennales (Performa, Prospect New Orleans). His work is in the permanent collections of a number of museums, including The Metropolitan Museum of Art, Studio Museum in Harlem and the Whitney Museum of American Art. His solo exhibitions include Derrick Adams: Transformers at Luxembourg & Dayan, Where I’m From at Baltimore City Hall Gallery, New Icons at Mary Boone Gallery and Transmission at the Museum of Contemporary Art in Denver. Adams has also been featured in press such as Hyperallergic, Interview Magazine, The New York Times, HuffPost and Bloomberg. His work is in Swizz Beats’ Dean Collection and featured as a storyline on the TV show, Empire.
The Painting
Adams created Colorbar Constellation, a series of multimedia collage works depicting television screens, in 2016. The works are intended to expose the inadequate representation of African American figures in the visual world. They are made from panels of dashiki cloth fabric and paper from TV Guide covers featuring Oprah Winfrey, Will Smith and The Cosby Show. Works from Adams’ 2016 Colorbar Constellation series have received institutional attention via an exhibition titled Transmission at the Museum of Contemporary Art in Denver in 2018.
In discussing the theme of television, Adams told interview magazine, “I was always fascinated with the power that artists had at that time to create these illusionistic structures that mimicked reality around them in some way, and were able to get emotional responses from people and enlighten them about things they thought were important. In our generation, television has that same godly presence; it’s always there, always visible, seeing you as much as you’re seeing it.”
Market Assessment
According to Artsy, Derrick Adams was among the most in-demand artists at art fairs in 2019, ranking 9th on the list ahead of artists like Banksy, Picasso and George Condo. Key market performance metrics at auction include a $81.25k all-time highest realized price, a 100% sell-through rate over the last 12 months and a 221% realized price over estimate.
Condition Report
The work was sent directly from the artist’s studio to our storage. The work has never been exhibited before and is in excellent condition.
Ownership
We purchased the painting from Gagosian Gallery in December 2019. Prior ownership history is unknown.
The Series Gallery Drop 018 Asset
21
On September 10, 2022,
Series Gallery Drop 018 sold the underlying asset of such series, a 9.8 CGC-graded
Tomb of Dracula #10 comic, for $28,080 versus the Series Gallery Drop 018 offering
amount of $12,000. In connection with the sale, our manager assumed all
outstanding but unpaid Series Gallery Drop 018 acquisition and offering
expenses and waived any and all rights to receive the 10% distribution pursuant
to Section 7.02 of the operating agreement. This resulted in a net gain to
holders of Series Gallery Drop 018 interests. Our manager, as the manager of
Series Gallery Drop 018, was appointed as liquidator and distributed to holders
of Series Gallery Drop 018 interests all of the remaining assets (which consisted
only of cash) of Series Gallery Drop 018. After making such distribution, our
manager began winding up Series Gallery Drop 018 as the series no longer had
any assets or liabilities.
The Series Gallery Drop 019 Asset
On August 4, 2022,
Series Gallery Drop 019 sold the underlying asset of such series, one painting
by Felipe Pantone, CHROMADYNAMICA MSS, for $14,080 net of auction fees
versus the Series Gallery Drop 019 offering amount of $22,500. In connection
with the sale, our manager assumed all outstanding but unpaid Series Gallery
Drop 019 acquisition and offering expenses. This resulted in a net loss to
holders of Series Gallery Drop 019 interests. Our manager, as the manager of Series
Gallery Drop 019, was appointed as liquidator and distributed to holders of Series
Gallery Drop 019 interests all of the remaining assets (which consisted only of
cash) of Series Gallery Drop 019. After making such distribution, our manager
began winding up Series Gallery Drop 019 as the series no longer has any assets
or liabilities.
The Series Gallery Drop 020 Asset
On July 9, 2021, Series Gallery Drop 020 sold the Series Gallery Drop 020 Asset, a 9.2 CGC-graded X-Men #1 comic book, for $225,000 versus the Series Gallery Drop 020 offering amount of $136,500. In connection with the sale, our manager assumed all outstanding but unpaid Series Gallery Drop 020 acquisition expenses and offering expenses and waived any and all rights to receive the 10% distribution pursuant to Section 7.02 of our operating agreement. This resulted in a net gain to holders of Series Gallery Drop 020 Interests. Our manager, as the manager of Series Gallery Drop 020, was appointed as liquidator and distributed to holders of Series Gallery Drop 020 Interests all of the remaining assets (which consisted only of cash) of Series Gallery Drop 020. After making such distribution, our manager wound up Series Gallery Drop 020 as the series no longer had any assets or liabilities.
The Series Gallery Drop 023 Asset
On September 28, 2022,
Series Gallery Drop 023 sold the underlying asset of such series, one painting
by Katherine Bradford, Cape Woman, for $35,000 net of auction fees versus
the Series Gallery Drop 023 offering amount of $19,000. In connection with the
sale, our manager assumed all outstanding but unpaid Series Gallery Drop 023 acquisition
and offering expenses and waived any and all rights to receive the 10%
distribution pursuant to Section 7.02 of the operating agreement. This resulted
in a net gain to holders of Series Gallery Drop 023 interests. Our manager, as
the manager of Series Gallery Drop 023, was appointed as liquidator and distributed
to holders of Series Gallery Drop 023 interests all of the remaining assets
(which consisted only of cash) of Series Gallery Drop 023. After making such
distribution, our manager began winding up Series Gallery Drop 023 as the
series no longer had any assets or liabilities.
The Series Gallery Drop 024 Asset
On September 10, 2022,
Series Gallery Drop 024 sold the underlying asset of such series, a 9.6
CGC-graded Fantastic Four #52 comic, for $32,400 net of auction fees versus the
Series Gallery Drop 024 offering amount of $24,000. In connection with the
sale, our manager assumed all outstanding but unpaid Series Gallery Drop 024 acquisition
and offering expenses and waived any and all rights to receive the 10%
distribution pursuant to Section 7.02 of the operating agreement. This resulted
in a net gain to holders of Series Gallery Drop 024 interests. Our manager, as
the manager of Series Gallery Drop 024, was appointed as liquidator and distributed
to holders of Series Gallery Drop 024 interests all of the remaining assets
(which consisted only of cash) of Series Gallery Drop 024. After making such
distribution, our manager began winding up Series Gallery Drop 024 as the
series no longer had any assets or liabilities.
22
The Series Gallery Drop 025 Asset
On December 4, 2020, Series Gallery Drop 025 sold the Series Gallery Drop 025 Asset, one painting by Derek Fordjour, No. 90, for $70,000 versus the Series Gallery Drop 025 offering amount of $70,000. In connection with the sale, our manager assumed all Series Gallery Drop 025 acquisition expenses and offering expenses and waived any and all rights to receive any sourcing fee, accrued but unpaid interest on the promissory note issued in connection with the acquisition of the Series Gallery Drop 025 Asset and the 10% distribution pursuant to Section 7.02 of our operating agreement. This resulted in a net gain to holders of Series Gallery Drop 025 Interests. Our manager, the manager of Series Gallery Drop 025, was appointed as liquidator and distributed to holders of Series Gallery Drop 025 Interests all of the remaining assets (which consisted only of cash) of Series Gallery Drop 025, after making provision for taxes and any other liabilities of Series Gallery Drop 025. After making such distribution and filing any applicable tax returns, our manager intends to wind up Series Gallery Drop 025 as the series will no longer have any assets or liabilities.
The Series Gallery Drop 026 Asset
On May 6, 2022,
Series Gallery Drop 026 sold the underlying asset of such series, a 9.4 CGC-graded
Avengers #1 comic, for $200,000 versus the Series Gallery Drop 026 offering
amount of $100,000. In connection with the sale, our manager assumed all
outstanding but unpaid Series Gallery Drop 026 acquisition and offering
expenses and waived any and all rights to receive the 10% distribution pursuant
to Section 7.02 of the operating agreement. This resulted in a net gain to
holders of Series Gallery Drop 026 interests. Our manager, as the manager of
Series Gallery Drop 026, was appointed as liquidator and distributed to holders
of Series Gallery Drop 026 interests all of the remaining assets (which consisted
only of cash) of Series Gallery Drop 026. After making such distribution, our
manager began winding up Series Gallery Drop 026 as the series no longer had
any assets or liabilities.
The Series Gallery Drop 027 Asset
On July 28, 2021, Series Gallery Drop 027 sold the Series Gallery Drop 027 Asset, a 9.8 CGC-graded Teenage Mutant Ninja Turtles #1 comic book, for $180,000 versus the Series Gallery Drop 027 offering amount of $62,500. In connection with the sale, our manager assumed all outstanding but unpaid Series Gallery Drop 027 acquisition and offering expenses and waived any and all rights to receive the 10% distribution pursuant to Section 7.02 of the operating agreement. This resulted in a net gain to holders of Series Gallery Drop 027 Interests. Our manager, as the manager of Series Gallery Drop 027, was appointed as liquidator and distributed to holders of Series Gallery Drop 027 Interests all of the remaining assets (which consisted only of cash) of Series Gallery Drop 027. After making such distribution, our manager wound up Series Gallery Drop 027 as the series no longer had any assets or liabilities.
The Series Gallery Drop 030 Asset
On December 6, 2023, Series Gallery Drop 030 closed the sale of the underlying asset of such series, a painting by Cleon Peterson, A Perfect Trade, for $6,650 inclusive of fees versus the Series Gallery Drop 030 offering amount of $28,000. In connection with the sale, our manager assumed all outstanding but unpaid Series Gallery Drop 030 acquisition and offering expenses. This resulted in a net loss to holders of interests in Series Gallery Drop 030. Our manager, as the manager of Series Gallery Drop 030, was appointed as liquidator and distributed to holders of interests in Series Gallery Drop 030 all of the remaining assets (which consist only of cash) of Series Gallery Drop 030. After making such distribution, our manager began winding up Series Gallery Drop 030 as the series no longer has any assets or liabilities.
The Series Gallery Drop 031 Asset
Summary Overview
Series Gallery Drop 31 has purchased one painting by Katherine Bernhardt, Sneakers, Computers, Capri Sun (the “Series Gallery Drop 31 Asset”).
23
● Museums Shows: Katherine Bernhardt had solo museum shows at the Mario Testino Museum (MATE), Lima, Peru; the highly visible Lever House commission on Park Avenue; and the notable regional museum, CAM, St. Louis.
● Institutional Attention: Bernhardt’s works are held in the collections of the Brant Foundation, Greenwich, CT; Carnegie Museum, Pittsburgh, PA; Hirshhorn Museum, Washington, DC; and the Rubell Collection, Miami, FL. She is reviewed in art publications such as Art Forum, Artsy, Frieze, Flash Art and Artnet, among others.
● Mainstream Press: She has been profiled in GQ and Interview, reviewed in the New York Times and been mentioned several times in the New Yorker.
Specifications
|
Artist
|
Katherine Bernhardt
|
|
Artwork
|
Sneakers, Computers, Capri Sun
|
|
Size
|
96 x 120 inches
|
|
Medium
|
Acrylic and spray paint on canvas
|
|
Creation Year
|
2014
|
|
Purchased From
|
Christie’s
|
|
Purchased For
|
$43,750
|
|
Year Purchased
|
2020
|
The Artist
Katherine Bernhardt (b. 1975) examines the powerful effects of popular culture, childhood, nostalgia and joy through her work. Her pieces often display bright gestural representations of iconic brands and characters and objects with common tropes, including Nike, Pink Panther, watermelons, cigarettes and Apple computers.
She received her BFA from School of the Art Institute of Chicago and her MFA from School of Visual Arts, New York, NY.
Market Assessment
Katherine Bernhardt is a late emerging artist whose consistent gallery exhibition history shows strong support. She has shown at top galleries in New York City (Canada, Carl Freeman and Team Gallery), Belgium (Xavier Hufkens), Sweden (Loyal), Dubai (Carbon12) and Japan (NANZUKA). Additionally, she is in major museum collections, including the Brant Foundation, the Hirshorn and the Carnegie Museum.
Condition Report
The work is in excellent condition. The work will be sent directly from Christie’s in New York to our storage facility in New York.
Ownership History
We purchased the painting on the secondary market from Christie’s. The work was previously acquired from the artist and sold to a private collector through China Art Objects Gallery, Los Angeles.
The Series Gallery Drop 032 Asset
24
On September 29, 2022,
Series Gallery Drop 032 sold the underlying asset of such series, a 9.6
Wata-graded Super Mario Bros 3 NES game, for $8,910 net of auction fees versus
the Series Gallery Drop 032 offering amount of $5,000. In connection with the
sale, our manager assumed all outstanding but unpaid Series Gallery Drop 032 acquisition
and offering expenses and waived any and all rights to receive the 10%
distribution pursuant to Section 7.02 of the operating agreement. This resulted
in a net gain to holders of Series Gallery Drop 032 interests. Our manager, as
the manager of Series Gallery Drop 032, was appointed as liquidator and distributed
to holders of Series Gallery Drop 032 interests all of the remaining assets
(which consisted only of cash) of Series Gallery Drop 032. After making such
distribution, our manager began winding up Series Gallery Drop 032 as the
series no longer had any assets or liabilities.
The Series Gallery Drop 034 Asset
Summary Overview
Series Gallery Drop 034 has purchased one painting by Banksy, Police Car (the “Series Gallery Drop 034 Asset”).
● Exhibition: The Series Gallery Drop 034 Asset was featured in Banksy’s Turf War exhibition in 2003, which is often regarded as his breakthrough exhibition and is among only a few exhibitions executed by Banksy himself.
● Paintings are Relatively Scarce: Only 419 paintings by Banksy have sold at auction over the last 20 years, which represents 13.1% of his lots sold at auction during the same period.
● Cultural Relevance: Banksy is an elusive and notoriously anonymous street artist, whose works have appeared across the world over the last 30 years, often serving witty political commentary. As of July 2020, Banksy had 10 million followers on his verified Instagram account, signaling his popularity.
Specifications
|
Artist
|
Banksy
|
|
Artwork
|
Police Car
|
|
Size
|
32.6 x 43.7 inches
|
|
Medium
|
Spray Paint on Cardboard
|
|
Creation Year
|
2003
|
|
Purchased From
|
Private Collector
|
|
Purchased For
|
$450,000
|
|
Year Purchased
|
2020
|
The Artist
Banksy (British, b. 1974) works in street art and installations. While his true identity is unconfirmed (although often speculated), his biography is widely known. Originally from Bristol, Banksy grew up as a graffiti artist in the 1990s as a part of DryBreadZ Crew (DBZ). In the late 1990s and early 2000s, he started to develop his signature stencil style. His works have appeared across the world, often concurrent with major world events.
In 2011, he was nominated for an Oscar for the documentary he directed, Exit Through the Gift Shop. In 2014, he won the Person of the Year Webby Award.
Market Assessment
25
With a career spanning over 30 years, Banksy has become a mainstay of popular culture, from small public stencils that appear overnight in prominent and poignant locations, to large scale installations like Dismaland and The Walled Off Hotel. According to MutualArt, Banksy’s 2019 auction turnover was $28.9 million, which represented a 76.2% increase over his 2018 turnover of $16.4 million. 42.9% of his 2019 auction lots sold above estimate.
Condition Report
The Series Gallery Drop 034 Asset is in good condition, as noted by a condition report from ArtCare Conservation in a condition report dated November 2019. It is also accompanied by a certificate of authenticity from Pest Control, a handling service acting on behalf of Banksy.
Ownership and Pricing History
The Series Gallery Drop 034 Asset was purchased from a private collector. Prior pricing history of this specific painting is unknown. A third-party appraisal, dated 22 July 2020, values the Series Gallery Drop 034 Asset at $448,213.
The Series Gallery Drop 035 Asset
On September 28,
2022, Series Gallery Drop 035 sold the underlying asset of such series, a
painting by MSCHF, Triptych: Medical Bill, for $28,000 net of auction
fees versus the Series Gallery Drop 035 offering amount of $75,000. In connection
with the sale, our manager assumed all outstanding but unpaid Series Gallery
Drop 035 acquisition and offering expenses. This resulted in a net loss to
holders of Series Gallery Drop 035 interests. Our manager, as the manager of Series
Gallery Drop 035, was appointed as liquidator and distributed to holders of Series
Gallery Drop 035 interests all of the remaining assets (which consisted only of
cash) of Series Gallery Drop 035. After making such distribution, our manager
began winding up Series Gallery Drop 035 as the series no longer has any assets
or liabilities.
The Series Gallery Drop 038 Asset
On August 20, 2022,
Series Gallery Drop 038 sold the underlying asset of such series, a PSA GEM-MT
10-graded 2003 LeBron James Topps Chrome #111 Refractor trading card, for $49,500
net of auction fees versus the Series Gallery Drop 038 offering amount of $73,500.
In connection with the sale, our manager assumed all outstanding but unpaid Series
Gallery Drop 038 acquisition and offering expenses. This resulted in a net loss
to holders of Series Gallery Drop 038 interests. Our manager, as the manager of
Series Gallery Drop 038, was appointed as liquidator and distributed to holders
of Series Gallery Drop 038 interests all of the remaining assets (which
consisted only of cash) of Series Gallery Drop 038. After making such
distribution, our manager began winding up Series Gallery Drop 038 as the
series no longer has any assets or liabilities.
The Series Gallery Drop 039 Asset
Summary Overview
Series Gallery Drop 039 has purchased a pair of 1985 Nike Air Jordan 1 TYPS PE sneakers (the “Series Gallery Drop 039 Asset”).
● The Jordan Brand: The Jordan Brand is the result of a collaboration between legendary basketball player Michael Jordan and Nike. The label was created at the inception of Jordan’s rookie year in 1984, with the goal of creating sneakers and apparel for Jordan that could then be marketed to the public under Jordan’s name. The brand experienced immediate success and soon became a staple in popular fashion and culture. Today, 16 years after Michael Jordan retired from the NBA, more Jordan-branded shoes and apparel are being sold than the signature lines of every other current NBA player, combined.
26
● Cultural Relevance of Michael Jordan: As the face of Nike for many years, the success of the Jordan Brand is built on the success of Michael Jordan as a player. Jordan is often revered as the greatest basketball player of all time. His accomplishments include being Rookie of the Year, five-time NBA MVP, six-time NBA champion, six-time Finals MVP, ten-time All-NBA First Team, nine-time NBA All-Defensive Team, Defensive Player of the Year, 14-time NBA All-Star, three-time NBA All-Star MVP and a Hall of Fame inductee.
● Scarcity: As a player sample designed specifically for Michael Jordan’s game wear, a Nike Air Jordan 1 TYPS PE in this condition is extremely scarce. This specific shoe was only produced during the latter part of Jordan’s rookie year, so finding the shoes in deadstock (never worn) condition is increasingly rare, in addition to finding the shoe with a high quality, era-correct signature.
● Condition: The sneakers constituting the Series Gallery Drop 039 Asset were from Michael Jordan’s personal game-stock, but never worn in-game. The shoes are still in brand new condition, and include Michael Jordan’s early signature.
Specifications
|
Brand
|
Nike
|
|
Asset
|
Michael Jordan Tong Yang Player Sample (TYPS)
|
|
Colorway
|
“Chicago”
|
|
Size
|
13 and 13.5
|
|
Condition
|
Deadstock
|
|
Release Date
|
1985
|
|
Designers
|
Peter Moore
|
|
Purchased From
|
Christie’s
|
|
Purchased For
|
$62,500
|
|
Year Purchased
|
2020
|
The Brand
Nike, Inc. is an American multinational corporation founded in 1964 by Bill Bowerman and Phil Knight that is engaged in the design, development, manufacturing and worldwide marketing and sales of footwear, apparel, equipment, accessories and services. The company is headquartered in Beaverton, Oregon and is considered the world’s largest supplier of athletic shoes and apparel as well as a major manufacturer of sports equipment.
Beginning in the 1980s, various items of Nike clothing became staples of mainstream American youth fashion and culture, especially tracksuits, shell suits, baseball caps, Air Jordans, Air Force 1’s and Air Max running shoes. Today, the brand has become a staple in the streetwear and hypebeast communities featuring collaborations with Off-White, Supreme, Kaws and Travis Scott, among others. The company competes with adidas, ASICS, Li Ning, lululemon athletica, Puma, V.F. Corporation and Under Armour.
The Designer
The Air Jordan I was designed by then creative director at Nike, Peter C. Moore. However, the process of creating the shoe was guided by Michael Jordan according to his personal preferences. The rookie communicated his desire for a sneaker that was low to the ground, such that he could feel the court under his feet, so that the risk of ankle injury was minimized. Moore also designed the Air Jordan I with color in mind, likely in response to requests from Jordan that the sneakers be “different” and “exciting.”
“The idea was to break the color barrier in footwear,” Moore remembers. “Prior to that, 99 percent of shoes were white or black, so I decided to design a shoe that would really take color well.”
27
Moore’s contribution to the Air Jordan Brand goes beyond his part in the sneakers design. While the “Air Jordan” name was conceived by Michael Jordan’s agent David Falk, the original Air Jordan ball-and-wings logo was also created by designer Peter Moore. The designer has a knack for creating iconic designs as, later, after moving to adidas, he created adidas’ quintessential “Three Bars” logo.
The Player
Michael Jordan (American, b. 1963), is often considered to be the greatest basketball player of all time. After growing up in Wilmington, North Carolina, Jordan played competitively for the University of North Carolina Chapel Hill (UNC), before being drafted third overall by the Chicago Bulls in 1984. Jordan quickly caught the heart of Chicago Bulls fans, bringing their first three championship run from 1991 to 1993, and then again from 1996 to 1998. His career included its hiccups, including two retirements and a stint in the MLB. Still, his legacy will always be cemented on the hardwood. Known for his explosive style of play and ability to take flight, when all was said and done, Michael Jordan played 15 seasons in the NBA, accruing an unparalleled resume of accolades including Rookie of the Year, five-time NBA MVP, six-time NBA champion, six-time Finals MVP, ten-time All-NBA First Team, nine-time NBA All-Defensive Team, Defensive Player of the Year, 14-time NBA All-Star, three-time NBA All-Star MVP and Hall of Fame induction. Today, he is partial owner of the Charlotte Hornets.
The Sneakers
1985 Nike Air Jordan 1 TYPS PE, Autographed
The Chicago Bulls’ red, white and black was the colorway most commonly worn by Michael Jordan, especially during the 1985 season. The Nike Air Jordan 1 TYPS PE (Tong Yang Player Sample) is a game shoe, customized for Michael Jordan and his specific playing style on the court. Differences include sizing — the left shoe is a size 13 while the right is a 13.5 — as well as adjustments to the height of the collars of the shoes as compared to the retail versions. This specific iteration was the only custom cut iteration of the Nike Air Jordan 1.
In addition to the unique specifications of the shoe, the left shoe has a complete, era-correct signature, meaning signature from the time period that the shoe was originally released. Jordan’s signature changed throughout his career. In his earlier days, Jordan would write out his full name, however as his fame exploded and the volume of signatures increased, his signature became more simplified. In 1992, Jordan signed a deal with Upper Deck, giving them exclusive rights to his memorabilia, marking a difference between autographs that are paid for and autographs that are earned (by friends, family and fans).
Market Assessment
Market demand for collectible sneakers is typically contingent on retailers’ decisions to restock sneakers or release similar editions. However, in the case of the Jordan I, this has not proven to be true. As discussed above, Nike has restocked several versions of the Jordan I, with little effect on resale value for the original pairs. The collection’s resilience to restocks is a result of the sneaker market’s recognition of the small differences that exist between original and restocked pairs. Even re-releases of the Jordan I that are designed to mimic the original contain noticeable differences that allow the sneaker market to view them as distinct. The market for Air Jordan sneakers hit a hot streak following the release of The Last Dance documentary.
Demand for Michael Jordan Player Exclusive (PE) sneakers has drawn large auction audiences, breaking new records for most expensive shoes ever-sold. In May 2020, the game-worn version of the Nike Air Jordan 1 TYPS PE shoe sold for $560,000 at Sotheby’s.
Condition Report
The sneakers are deadstock, meaning that they have never been worn and are in excellent condition. Authenticity is verified by looking at the model number. The shoes are accompanied by a JSA letter of authenticity.
28
Ownership and Pricing History
We purchased these sneakers from Christie’s, a well-known auction house. The shoes were previously owned by a collector. Prior to that, the specific ownership and pricing history of the sneakers constituting the Series Gallery Drop 039 Asset is unknown.
The Series Gallery Drop 044 Asset
Summary Overview
Series Gallery Drop 044 has purchased a pair of Nike Air Jordan 1 High “‘Shattered Backboard’ Origin Story,” game-worn, signed sneakers (the “Series Gallery Drop 044 Asset”).
● Significance in Popular Culture: In 1985, Michael Jordan participated in a Nike-sponsored exhibition game in Trieste, Italy. He scored 30 points and, in a moment that made sports history, shattered the backboard with a powerful dunk. Series Gallery Drop 044 acquired the exact sneakers worn in this historic moment, which still have a piece of glass from the shattered backboard on the sole of the left shoe.
● Highlighted in the Press as the Most Expensive Sneaker: This exact pair of shoes was sold in August 2020 by Christie’s and became the most expensive pair of shoes ever sold, garnering significant press from mainstream outlets such as the Washington Post, Forbes, CNN and Artnet.
● Nike Commemorates the Shattered Backboard Moment: Over the years, the Jordan brand has released sneakers to commemorate Michael Jordan’s best in-game moments. In 2015, Nike released a special edition “Shattered Backboard” colorway of the Air Jordan 1 in black and orange to commemorate this moment.
● Scarcity: The Series Gallery Drop 044 “Shattered Backboard” pair of sneakers is a unique, grail-level, game-worn sneaker, representing a top 5 Michael Jordan moment. It is one of very few instances that Jordan laced up a retail version of the 1985 Nike Air Jordan 1 (as opposed to his customized TYPS version), and still includes a shard of glass in the sole from the original backboard.
Specifications
|
Title
|
“Shattered Backboard” Air Jordan 1
|
|
Brand
|
Nike
|
|
Colorway
|
Red and Black
|
|
Size
|
13.5
|
|
Condition
|
Game-worn by Michael Jordan during an exhibition game held in Trieste, Italy, in the summer of 1985
|
|
Release Date
|
1985
|
|
Signatures
|
Two Michael Jordan signatures
|
|
Authenticity
|
Letter of authenticity from JSA and original laces
|
|
Purchased From
|
Private Collector
|
|
Purchased For
|
$650,000
|
|
Year Purchased
|
2020
|
The Brand
29
Nike, Inc. is an American multinational corporation founded in 1964 by Bill Bowerman and Phil Knight that is engaged in the design, development, manufacturing and worldwide marketing and sales of footwear, apparel, equipment, accessories and services. The company is headquartered in Beaverton, Oregon and is considered the world’s largest supplier of athletic shoes and apparel as well as a major manufacturer of sports equipment.
Beginning in the 1980s, various items of Nike clothing became staples of mainstream American youth fashion and culture, especially tracksuits, shell suits, baseball caps, Air Jordans, Air Force 1’s and Air Max running shoes. Today, the brand has become a staple in the streetwear and hypebeast communities featuring collaborations with Off-White, Supreme, Kaws and Travis Scott, among others. The company competes with adidas, ASICS, Li Ning, lululemon athletica, Puma, V.F. Corporation and Under Armour.
The Player
By acclamation, Michael Jordan is the greatest basketball player of all time. —Biography of Michael Jordan From the official NBA website.
Michael Jordan (American, b. 1963), is often considered to be the greatest basketball player of all time. After growing up in Wilmington, North Carolina, Jordan played competitively for the University of North Carolina Chapel Hill (UNC), before being drafted third overall by the Chicago Bulls in 1984. Jordan quickly caught the heart of Chicago Bulls fans, bringing their first three championship run from 1991 to 1993, and then again from 1996 to 1998. His career included its hiccups, including two retirements and a stint in the MLB. Still, his legacy will always be cemented on the hardwood. Known for his explosive style of play and ability to take flight, when all was said and done, Michael Jordan played 15 seasons in the NBA, accruing an unparalleled resume of accolades including Rookie of the Year, five-time NBA MVP, six-time NBA champion, six-time Finals MVP, ten-time All-NBA First Team, nine-time NBA All-Defensive Team, Defensive Player of the Year, 14-time NBA All-Star, three-time NBA All-Star MVP and Hall of Fame induction. Today, he is partial owner of the Charlotte Hornets.
The Shoe
The Series Gallery Drop 044 Asset, known as the “Shattered Backboard” pair, is a unique pair of game-worn sneakers worn during one of the most iconic Michael Jordan moments. It is one of very few instances that Jordan laced up a retail version of the 1985 Nike Air Jordan 1 (as opposed to his customized TYPS version). It is the best photo-matched Air Jordan 1 sneaker in existence that can be linked to an iconic moment in sports history.
Following his NBA rookie season, Michael Jordan participated in a Nike-sponsored exhibition game in Trieste, Italy, on August 25, 1985. Michael Jordan wore a black-and-orange Stefanel Trieste jersey as the game featured Italian Liga A teams Stefanel Trieste and Snaidero Caserta.
Jordan scored 30 points during this game and shattered the glass backboard into thousands of pieces with a powerful dunk. One of those glass pieces remains in the left outsole of this sneaker. After the game, Jordan gave this pair of sneakers to Gianni Bertolitti, the captain of the Stefanel team.
Market Assessment
Market demand for game-worn sneakers and sports memorabilia has substantially grown in recent years. Sports memorabilia is now estimated to be a $5.4 billion market. Growth in this sector will continue to rise as sneaker fans move into cards and memorabilia. Lastly, the wave of foreign players who have entered the NBA over the past 20 years, such as Yao Ming of China and Luka Doncic of Slovenia, has drawn non-Americans to NBA memorabilia, increasing demand and, therefore, value.
Condition Report
30
The Series Gallery Drop 044 Asset was worn by Michael Jordan in the 1985 Nike Exhibition Game in Trieste, Italy. They feature Michael Jordan rookie signatures in black pen, located on the inner collar of each foot and are accompanied by a letter of authenticity from James Spence Authentication and the original laces. The sneakers also includes a piece of glass from the shattered backboard in the left outsole.
Ownership and Pricing History
The Series Gallery Drop 044 Asset was purchased from a private collector who acquired the sneakers at a Christie’s auction in August 2020 for $615,000. Christie’s estimated the value of the sneaker to be between $650,000 and $850,000. The sneakers were sourced from Gianni Bertolitti, the captain of the Stefanel team, who received the sneakers directly from Michael Jordan after the game.
The Series Gallery Drop 045 Asset
On December 20, 2021, Series Gallery Drop 045 sold the Series Gallery Drop 045 Asset, a PSA GEM-MT 10-graded complete set (132) of 1986 Fleer basketball trading cards, for $685,000 versus the Series Gallery Drop 045 offering amount of $230,000. In connection with the sale, our manager assumed all outstanding but unpaid Series Gallery Drop 045 acquisition and offering expenses and waived any and all rights to receive the 10% distribution pursuant to Section 7.02 of the operating agreement. This resulted in a net gain to holders of Series Gallery Drop 045 Interests. Our manager, as the manager of Series Gallery Drop 045, was appointed as liquidator and distributed to holders of Series Gallery Drop 045 Interests all of the remaining assets (which consisted only of cash) of Series Gallery Drop 045. After making such distribution, our manager began winding up Series Gallery Drop 045 as the series no longer had any assets or liabilities.
The Series Gallery Drop 046 Asset
On December 8, 2023, Series Gallery Drop 046 closed the sale of the underlying asset of such series, a PSA GEM-MT 10-graded 2000 SP Authentic #118 Tom Brady rookie trading card, for $40,577 inclusive of auction house “enhanced hammer” versus the Series Gallery Drop 046 offering amount of $53,000. In connection with the sale, our manager assumed all outstanding but unpaid Series Gallery Drop 046 acquisition and offering expenses. This resulted in a net loss to holders of interests in Series Gallery Drop 046. Our manager, as the manager of Series Gallery Drop 046, was appointed as liquidator and distributed to holders of interests in Series Gallery Drop 046 all of the remaining assets (which consist only of cash) of Series Gallery Drop 046. After making such distribution, our manager began winding up Series Gallery Drop 046 as the series no longer has any assets or liabilities.
The Series Gallery Drop 047 Asset
On July 27, 2022,
Series Gallery Drop 047 sold the underlying asset of such series, a PSA GEM-MT
10-graded 1981 Topps #216 Joe Montana rookie trading card, for $72,000 versus
the Series Gallery Drop 047 offering amount of $30,000. In connection with the
sale, our manager assumed all outstanding but unpaid Series Gallery Drop 047
acquisition and offering expenses and waived any and all rights to receive the
10% distribution pursuant to Section 7.02 of the operating agreement. This resulted
in a net gain to holders of Series Gallery Drop 047 interests. Our manager, as
the manager of Series Gallery Drop 047, was appointed as liquidator and distributed
to holders of Series Gallery Drop 047 interests all of the remaining assets
(which consisted only of cash) of Series Gallery Drop 047. After making such
distribution, our manager began winding up Series Gallery Drop 047 as the
series no longer had any assets or liabilities.
The Series Gallery Drop 048 Asset
Summary Overview
Series Gallery Drop 048 has purchased a 2011 35cm Hermès Birkin So Black handbag (the “Series Gallery Drop 048 Asset”).
31
● Cultural significance: Hermès’ Birkin bag is widely acknowledged as the most coveted luxury handbag, and has been referred to as “fashion’s ultimate status symbol” in an article published by the BBC and “the it bag for rich and powerful women” in an article published by NPR. This status is reinforced by Hermès’ strategy of maintaining extreme scarcity — waiting lists are years long, connections are required and brand loyalty needs to be demonstrated prior to buying a Birkin. The Birkin is frequently spotted on celebrities, and collectors include Victoria Beckham (who has a collection of over 100 Birkin bags valued at more than $2 million), Beyonce, Drake and the Kardashians.
● Historical appreciation: According to Knight Frank’s Luxury Investment Index, handbags appreciated 13% in 2019 and ranked as the top collectible investment for the year. Within that, Birkin bags dominated the higher end of the market, and appreciated 13% during the year.
● High demand: The So Black collection was created by famed designer Jean Paul Gaultier in 2010, and was one of his last collections as creative director of Hermès. According to Christie’s, the So Black collection is one of the most desirable handbag collections on the market. Referencing So Black Birkins, Christie’s specialist Rachel Koffsky says, “[t]his is the type of piece that when you see it at auction, collectors are going to go above and beyond the estimate because they don’t know when it will come up at auction again.”
● Rare, limited edition: The So Black collection was only produced in limited quantities from 2010 to 2011, and was pulled from distribution because the extremely delicate hardware made it less utilitarian. Christie’s notes that it is extremely hard to find a So Black bag in pristine condition today. The Series Gallery Drop 048 Asset handbag, purchased from Christie’s, is in excellent condition, with no damage to the hardware and only a few light signs of wear on the underside.
Specifications
|
Brand
|
Hermès
|
|
Model
|
35cm Birkin So Black
|
|
Year
|
2011
|
|
Purchased From
|
Christie’s
|
|
Purchased For
|
$56,250
|
|
Year Purchased
|
2019
|
The Brand
Hermès is a French fashion house that was established in Paris in 1937 by Thierry Hermès. In its early days, Hermès specialized in saddlery and harnesses, and transformed over time into a prominent high-end luxury fashion house.
Today, the brand is best known for its Birkin and Kelly handbags, inspired by style icons Princess Grace Kelly and Jane Birkin. In keeping with its roots, some of the same techniques used to craft their high-quality saddles can still be seen in their hand-stitched handbags, which feature saddle stitches that cannot be replicated by machines.
Birkin Bags and the So Black Collection
32
The Birkin bag was created in 1984, inspired by a conversation between Jean-Louis Dumas (creative director of Hermès at the time) and actress Jane Birkin on an international flight. Dumas asked Birkin why she was carrying a simple straw tote, and she told him that most leather bags were too structured for her taste. They conceptualized the Birkin Bag on the back of an airsickness bag during that flight, and it hasn’t changed much in style or function ever since. It takes one craftsperson at least 18 hours to handcraft a Birkin bag, as a result of which they are made in extremely limited quantities. The Birkin bag has been referred to as “fashion’s ultimate status symbol” in an article published by the BBC and “the it bag for rich and powerful women” in an article published by NPR. This status is reinforced by its extreme scarcity — waiting lists are years long, connections are required and brand loyalty needs to be demonstrated prior to buying a Birkin. The Birkin is frequently spotted on celebrities, and collectors include Victoria Beckham (who has a collection of over 100 Birkin bags valued at more than $2 million), Beyonce, Drake and the Kardashians.
The So Black collection was created by famed designer Jean Paul Gaultier in 2010 for Hermès, and was one of his last collections as creative director of Hermès. It is characterized by its black hardware, which is the result of a PVD coating. The So Black collection was only produced in limited quantities from 2010 2011, and was pulled from distribution because the extremely delicate hardware made it less utilitarian.
Market Assessment
Barron’s cites a study by Baghunter which finds that Birkin bags had an average annual appreciation of 14.2% between 1980 and 2015. The study also finds that the value of Birkin bags has never depreciated, as cited by Business Insider. The greatest annual price appreciation was 25% (2001), and the lowest was 2.1% (1986).
According to Knight Frank’s Luxury Investment Index, handbags appreciated 13% in 2019 and ranked as the top collectible investment for the year. Within that, Birkin bags dominated the higher end of the market, and appreciated 13% during the year.
According to Christie’s, the So Black collection is one of the most desirable handbag collections on the market. Referencing So Black Birkins, Christie’s specialist Rachel Koffsky says, “[t]his is the type of piece that when you see it at auction, collectors are going to go above and beyond the estimate because they don’t know when it will come up at auction again.”
Condition Report
Christie’s grades this handbag a Grade 2 (excellent to pristine condition).
Ownership and Pricing History
The Series Gallery Drop 048 Asset was purchased from Christie’s, a well-known auction house. The specific ownership and pricing history of the handbag constituting the Series Gallery Drop 048 Asset is unknown, however there are public sale data points for the handbag that are within range of our purchase price.
The Series Gallery Drop 049 Asset
On October 29, 2023, Series Gallery Drop 049 sold the underlying asset of such series, a PSA GEM-MT 10-graded 2003 SP Authentic Limited LeBron James #148 trading card, for $42,900 including auction house “enhanced hammer” versus the Series Gallery Drop 049 offering amount of $225,000. In connection with the sale, our manager assumed all outstanding but unpaid Series Gallery Drop 049 acquisition and offering expenses. This resulted in a net loss to holders of interests in Series Gallery Drop 049. Our manager, as the manager of Series Gallery Drop 049, was appointed as liquidator and distributed to holders of interests in Series Gallery Drop 049 all of the remaining assets (which consist only of cash) of Series Gallery Drop 049. After making such distribution, our manager began winding up Series Gallery Drop 049 as the series no longer has any assets or liabilities.
The Series Gallery Drop 050 Asset
33
On September 29,
2022, Series Gallery Drop 050 sold the underlying asset of such series, a 9.6
A+ Wata-graded Zelda II: The Adventure of Link NES game, for $9,720 net of
auction fees versus the Series Gallery Drop 050 offering amount of $29,500. In
connection with the sale, our manager assumed all outstanding but unpaid Series
Gallery Drop 050 acquisition and offering expenses. This resulted in a net loss
to holders of Series Gallery Drop 050 interests. Our manager, as the manager of
Series Gallery Drop 050, was appointed as liquidator and distributed to holders
of Series Gallery Drop 050 interests all of the remaining assets (which
consisted only of cash) of Series Gallery Drop 050. After making such
distribution, our manager began winding up Series Gallery Drop 050 as the
series no longer has any assets or liabilities.
The Series Gallery Drop 051 Asset
On October 29, 2023, Series Gallery Drop 051 sold the underlying asset of such series, a PSA GEM-MT 10-graded 2009 Topps Chrome Stephen Curry #101 trading card, for $20,448 including auction house “enhanced hammer” versus the Series Gallery Drop 051 offering amount of $31,000. In connection with the sale, our manager assumed all outstanding but unpaid Series Gallery Drop 051 acquisition and offering expenses. This resulted in a net loss to holders of interests in Series Gallery Drop 051. Our manager, as the manager of Series Gallery Drop 051, was appointed as liquidator and distributed to holders of interests in Series Gallery Drop 051 all of the remaining assets (which consist only of cash) of Series Gallery Drop 051. After making such distribution, our manager began winding up Series Gallery Drop 051 as the series no longer has any assets or liabilities.
The Series Gallery Drop 052 Asset
On August 30, 2022, Series Gallery Drop 052
sold the underlying asset of such series, a 9.4 A Wata-graded Pokémon Blue Game
Boy game, for $3,888 net of auction fees versus the Series Gallery Drop 052 offering
amount of $10,000. In connection with the sale, our manager assumed all
outstanding but unpaid Series Gallery Drop 052 acquisition and offering
expenses. This resulted in a net loss to holders of Series Gallery Drop 052 interests.
Our manager, as the manager of Series Gallery Drop 052, was appointed as
liquidator and distributed to holders of Series Gallery Drop 052 interests all
of the remaining assets (which consisted only of cash) of Series Gallery Drop 052.
After making such distribution, our manager began winding up Series Gallery
Drop 052 as the series no longer has any assets or liabilities.
The Series Gallery Drop 053 Asset
On September 29, 2022, Series Gallery Drop
053 sold the underlying asset of such series, a 9.8 A+ Wata-graded Pokémon
Yellow Game Boy game, for $23,760 net of auction fees versus the Series Gallery
Drop 053 offering amount of $79,500. In connection with the sale, our manager
assumed all outstanding but unpaid Series Gallery Drop 053 acquisition and
offering expenses. This resulted in a net loss to holders of Series Gallery
Drop 053 interests. Our manager, as the manager of Series Gallery Drop 053, was
appointed as liquidator and distributed to holders of Series Gallery Drop 053 interests
all of the remaining assets (which consisted only of cash) of Series Gallery
Drop 053. After making such distribution, our manager began winding up Series Gallery
Drop 053 as the series no longer has any assets or liabilities.
The Series Gallery Drop 054 Asset
On August 5, 2022, Series Gallery Drop 054
sold the underlying asset of such series, a 9.8 A Wata-graded Golf NES game,
for $12,960 net of auction fees versus the Series Gallery Drop 054 offering
amount of $19,000. In connection with the sale, our manager assumed all
outstanding but unpaid Series Gallery Drop 054 acquisition and offering
expenses. This resulted in a net loss to holders of Series Gallery Drop 054 interests.
Our manager, as the manager of Series Gallery Drop 054, was appointed as
liquidator and distributed to holders of Series Gallery Drop 054 interests all
of the remaining assets (which consisted only of cash) of Series Gallery Drop 054.
After making such distribution, our manager began winding up Series Gallery
Drop 054 as the series no longer has any assets or liabilities.
The Series Gallery Drop 055 Asset
34
On August 6, 2022, Series Gallery Drop 055
sold the underlying asset of such series, a PSA GEM-MT 10-graded 1999 Pokémon
1st Edition Shadowless Holo Blastoise #2 trading card, for $21,637 net of
auction fees versus the Series Gallery Drop 055 offering amount of $47,500. In
connection with the sale, our manager assumed all outstanding but unpaid Series
Gallery Drop 055 acquisition and offering expenses. This resulted in a net loss
to holders of Series Gallery Drop 055 interests. Our manager, as the manager of
Series Gallery Drop 055, was appointed as liquidator and distributed to holders
of Series Gallery Drop 055 interests all of the remaining assets (which
consisted only of cash) of Series Gallery Drop 055. After making such
distribution, our manager began winding up Series Gallery Drop 055 as the
series no longer has any assets or liabilities.
The Series Gallery Drop 056 Asset
On August 20, 2022, Series Gallery Drop 056
sold the underlying asset of such series, a PSA GEM-MT 10-graded 1999 Pokémon
1st Edition Shadowless Holo Mewtwo #10 trading card, for $11,275 net of auction
fees versus the Series Gallery Drop 056 offering amount of $21,200. In connection
with the sale, our manager assumed all outstanding but unpaid Series Gallery
Drop 056 acquisition and offering expenses. This resulted in a net loss to
holders of Series Gallery Drop 056 interests. Our manager, as the manager of Series
Gallery Drop 056, was appointed as liquidator and distributed to holders of Series
Gallery Drop 056 interests all of the remaining assets (which consisted only of
cash) of Series Gallery Drop 056. After making such distribution, our manager
began winding up Series Gallery Drop 056 as the series no longer has any assets
or liabilities.
The Series Gallery Drop 057 Asset
On August 20, 2022, Series Gallery Drop 057
sold the underlying asset of such series, a PSA GEM-MT 10-graded 1999 Pokémon
1st Edition Shadowless Holo Raichu #14 trading card, for $9,900 net of auction
fees versus the Series Gallery Drop 057 offering amount of $18,000. In connection
with the sale, our manager assumed all outstanding but unpaid Series Gallery
Drop 057 acquisition and offering expenses. This resulted in a net loss to
holders of Series Gallery Drop 057 interests. Our manager, as the manager of Series
Gallery Drop 057, was appointed as liquidator and distributed to holders of Series
Gallery Drop 057 interests all of the remaining assets (which consisted only of
cash) of Series Gallery Drop 057. After making such distribution, our manager
began winding up Series Gallery Drop 057 as the series no longer has any assets
or liabilities.
The Series Gallery Drop 058 Asset
On August 20, 2022, Series Gallery Drop 058
sold the underlying asset of such series, a BGS 9.5-graded 2012-13 National
Treasures Anthony Davis RPA trading card, for $5,225 net of auction fees versus
the Series Gallery Drop 058 offering amount of $22,400. In connection with the
sale, our manager assumed all outstanding but unpaid Series Gallery Drop 058 acquisition
and offering expenses. This resulted in a net loss to holders of Series Gallery
Drop 058 interests. Our manager, as the manager of Series Gallery Drop 058, was
appointed as liquidator and distributed to holders of Series Gallery Drop 058 interests
all of the remaining assets (which consisted only of cash) of Series Gallery
Drop 058. After making such distribution, our manager began winding up Series Gallery
Drop 058 as the series no longer has any assets or liabilities.
The Series Gallery Drop 059 Asset
On December 4, 2023, Series Gallery Drop 059 closed the sale of the underlying asset of such series, a 9.4 A+ Wata-graded Super Mario Bros. NES game, for $61,600 inclusive of auction house “enhanced hammer” versus the Series Gallery Drop 059 offering amount of $77,600. In connection with the sale, our manager assumed all outstanding but unpaid Series Gallery Drop 059 acquisition and offering expenses. This resulted in a net loss to holders of interests in Series Gallery Drop 059. Our manager, as the manager of Series Gallery Drop 059, has been appointed as liquidator and distributed to holders of interests in Series Gallery Drop 059 all of the remaining assets (which consist only of cash) of Series Gallery Drop 059. After making such distribution, our manager began winding up Series Gallery Drop 059 as the series no longer has any assets or liabilities.
The Series Gallery Drop 060 Asset
35
On May 2, 2022, Series Gallery Drop 060 sold
the underlying asset of such series, a 9.6 CGC-graded Daredevil #1 comic, for
$140,000 versus the Series Gallery Drop 060 offering amount of $51,100. In
connection with the sale, our manager assumed all outstanding but unpaid Series
Gallery Drop 060 acquisition and offering expenses and waived any and all
rights to receive the 10% distribution pursuant to Section 7.02 of the operating
agreement. This resulted in a net gain to holders of Series Gallery Drop 060 interests.
Our manager, as the manager of Series Gallery Drop 060, was appointed as
liquidator and distributed to holders of Series Gallery Drop 060 interests all
of the remaining assets (which consisted only of cash) of Series Gallery Drop 060.
After making such distribution, our manager began winding up Series Gallery
Drop 060 as the series no longer had any assets or liabilities.
The Series Gallery Drop 061 Asset
On August 6, 2022, Series Gallery Drop 061
sold the underlying asset of such series, a PSA GEM-MT 10-graded 1999 Pokémon
1st Edition Shadowless Holo Venusaur #15 trading card, for $12,100 net of
auction fees versus the Series Gallery Drop 061 offering amount of $23,100. In
connection with the sale, our manager assumed all outstanding but unpaid Series
Gallery Drop 061 acquisition and offering expenses. This resulted in a net loss
to holders of Series Gallery Drop 061 interests. Our manager, as the manager of
Series Gallery Drop 061, was appointed as liquidator and distributed to holders
of Series Gallery Drop 061 interests all of the remaining assets (which
consisted only of cash) of Series Gallery Drop 061. After making such
distribution, our manager began winding up Series Gallery Drop 061 as the
series no longer has any assets or liabilities.
The Series Gallery Drop 062 Asset
On September 29, 2022, Series Gallery Drop
062 sold the underlying asset of such series, a collection of 9.8 A++
Wata-graded Tetris and Tetris II games, for $22,464 net of auction fees versus
the Series Gallery Drop 062 offering amount of $16,200. In connection with the
sale, our manager assumed all outstanding but unpaid Series Gallery Drop 062 acquisition
and offering expenses and waived any and all rights to receive the 10%
distribution pursuant to Section 7.02 of the operating agreement. This resulted
in a net gain to holders of Series Gallery Drop 062 interests. Our manager, as
the manager of Series Gallery Drop 062, was appointed as liquidator and distributed
to holders of Series Gallery Drop 062 interests all of the remaining assets
(which consisted only of cash) of Series Gallery Drop 062. After making such
distribution, our manager began winding up Series Gallery Drop 062 as the
series no longer had any assets or liabilities.
The Series Gallery Drop 063 Asset
On November 10, 2023, Series Gallery Drop 063 sold the underlying asset of such series, a BGS 9.5-graded 2002-03 Panini Futebol Portugal Cristiano Ronaldo #137 trading card, for $9,350 inclusive of auction house “enhanced hammer” versus the Series Gallery Drop 063 offering amount of $21,100. In connection with the sale, our manager assumed all outstanding but unpaid Series Gallery Drop 063 acquisition and offering expenses. This resulted in a net loss to holders of interests in Series Gallery Drop 063. Our manager, as the manager of Series Gallery Drop 063, has been appointed as liquidator and distributed to holders of interests in Series Gallery Drop 063 all of the remaining assets (which consist only of cash) of Series Gallery Drop 063. After making such distribution, our manager intends to begin winding up Series Gallery Drop 063 as the series no longer has any assets or liabilities.
The Series Gallery Drop 064 Asset
On April 17, 2023, Series Gallery Drop 064 entered into an agreement to sell at auction the underlying asset of such series, a BGS 9.5-graded 2004-05 Panini Megacracks La Liga Lionel Messi #71 trading card, which auction sale resulted in net proceeds of $19,250 versus the Series Gallery Drop 064 offering amount of $33,700. In connection with the sale, our manager assumed all outstanding but unpaid Series Gallery Drop 064 acquisition and offering expenses. This resulted in a net loss to holders of interests in Series Gallery Drop 064. The closing of the sale was consummated on June 1, 2023. Our manager, as the manager of Series Gallery Drop 064, was appointed as liquidator and distributed to holders of interests in Series Gallery Drop 064 all of the remaining assets (which consist only of cash) of Series Gallery Drop 064. After making such distribution, our manager began winding up Series Gallery Drop 064 as the series no longer has any assets or liabilities.
36
The Series Gallery Drop 065 Asset
On August 6, 2022, Series Gallery Drop 065
sold the underlying asset of such series, a PSA GEM-MT 10-graded 1996 Topps
Chrome Allen Iverson #171 Refractor trading card, for $27,501 net of auction
fees versus the Series Gallery Drop 065 offering amount of $26,120, inclusive
of interests issued to the original asset seller. In connection with the sale, our
manager assumed all outstanding but unpaid Series Gallery Drop 065 acquisition
and offering expenses and waived any and all rights to receive the 10%
distribution pursuant to Section 7.02 of the operating agreement. This resulted
in a net gain to holders of Series Gallery Drop 065 interests. Our manager, as
the manager of Series Gallery Drop 065, was appointed as liquidator and distributed
to holders of Series Gallery Drop 065 interests all of the remaining assets
(which consisted only of cash) of Series Gallery Drop 065. After making such
distribution, our manager began winding up Series Gallery Drop 065 as the
series no longer had any assets or liabilities.
The Series Gallery Drop 066 Asset
On October 30, 2023, Series Gallery Drop 066 sold the underlying asset of such series, a PSA GEM-MT Dual 10-graded 2013 Panini Immaculate Collection Giannis Antetokounmpo #131 RPA trading card, for $25,435 including auction house “enhanced hammer” versus the Series Gallery Drop 066 offering amount of $94,700. In connection with the sale, Our manager assumed all outstanding but unpaid Series Gallery Drop 066 acquisition and offering expenses. This resulted in a net loss to holders of interests in Series Gallery Drop 066. Our manager, as the manager of Series Gallery Drop 066, was appointed as liquidator and distributed to holders of interests in Series Gallery Drop 066 all of the remaining assets (which consist only of cash) of Series Gallery Drop 066. After making such distribution, our manager began winding up Series Gallery Drop 066 as the series no longer has any assets or liabilities.
The Series Gallery Drop 067 Asset
On September 11, 2022, Series Gallery Drop
067 sold the underlying asset of such series, a BGS Dual 10-graded 2003-04 SP
Authentic Signatures #LJA LeBron James trading card, for $19,250 net of auction
fees versus the Series Gallery Drop 067 offering amount of $63,200. In connection
with the sale, our manager assumed all outstanding but unpaid Series Gallery
Drop 067 acquisition and offering expenses. This resulted in a net loss to
holders of Series Gallery Drop 067 interests. Our manager, as the manager of Series
Gallery Drop 067, was appointed as liquidator and distributed to holders of Series
Gallery Drop 067 interests all of the remaining assets (which consisted only of
cash) of Series Gallery Drop 067. After making such distribution, our manager
began winding up Series Gallery Drop 067 as the series no longer has any assets
or liabilities.
The Series Gallery Drop 068 Asset
On August 20, 2022, Series Gallery Drop 068
sold the underlying asset of such series, a PSA GEM-MT 10-graded 2007 Topps
Chrome Kevin Durant #131 Refractor trading card, for $8,800 net of auction fees
versus the Series Gallery Drop 068 offering amount of $25,300. In connection
with the sale, our manager assumed all outstanding but unpaid Series Gallery
Drop 068 acquisition and offering expenses. This resulted in a net loss to
holders of Series Gallery Drop 068 interests. Our manager, as the manager of Series
Gallery Drop 068, was appointed as liquidator and distributed to holders of Series
Gallery Drop 068 interests all of the remaining assets (which consisted only of
cash) of Series Gallery Drop 068. After making such distribution, our manager
began winding up Series Gallery Drop 068 as the series no longer has any assets
or liabilities.
The Series Gallery Drop 069 Asset
37
On August 20, 2022, Series Gallery Drop 069
sold the underlying asset of such series, a collection of 15 PSA GEM-MT
10-graded NBA Panini Prizm Silver trading cards, for $7,425 net of auction fees
versus the Series Gallery Drop 069 offering amount of $37,000. In connection
with the sale, our manager assumed all outstanding but unpaid Series Gallery
Drop 069 acquisition and offering expenses. This resulted in a net loss to
holders of Series Gallery Drop 069 interests. Our manager, as the manager of Series
Gallery Drop 069, was appointed as liquidator and distributed to holders of Series
Gallery Drop 069 interests all of the remaining assets (which consisted only of
cash) of Series Gallery Drop 069. After making such distribution, our manager
began winding up Series Gallery Drop 069 as the series no longer has any assets
or liabilities.
The Series Gallery Drop 070 Asset
On August 30, 2022, Series Gallery Drop 070
sold the underlying asset of such series, a 9.2 A Wata-graded Contra NES game,
for $10,800 net of auction fees versus the Series Gallery Drop 070 offering
amount of $32,800. In connection with the sale, our manager assumed all
outstanding but unpaid Series Gallery Drop 070 acquisition and offering
expenses. This resulted in a net loss to holders of Series Gallery Drop 070 interests.
Our manager, as the manager of Series Gallery Drop 070, was appointed as
liquidator and distributed to holders of Series Gallery Drop 070 interests all
of the remaining assets (which consisted only of cash) of Series Gallery Drop 070.
After making such distribution, our manager began winding up Series Gallery
Drop 070 as the series no longer has any assets or liabilities.
The Series Gallery Drop 071 Asset
On November 2, 2023, Series Gallery Drop 071 sold the underlying asset of such series, a PSA GEM-MT 10-graded 2018 Panini Prizm Luka Doncic Prizm Mojo #280 trading card, for $17,601 inclusive of auction house “enhanced hammer” versus the Series Gallery Drop 071 offering amount of $78,900, $103,900 inclusive of equity issued to the original asset seller. In connection with the sale, our manager assumed all outstanding but unpaid Series Gallery Drop 071 acquisition and offering expenses. This resulted in a net loss to holders of interests in Series Gallery Drop 071. Our manager, as the manager of Series Gallery Drop 071, was appointed as liquidator and distributed to holders of interests in Series Gallery Drop 071 all of the remaining assets (which consist only of cash) of Series Gallery Drop 071. After making such distribution, our manager began winding up Series Gallery Drop 071 as the series no longer has any assets or liabilities.
The Series Gallery Drop 072 Asset
On August 6, 2022, Series Gallery Drop 072
sold the underlying asset of such series, a BGS 9.5-graded 2003 Exquisite
Collection Noble Nameplates #LB LeBron James trading card, for $127,600 net of
auction fees versus the Series Gallery Drop 072 offering amount of $350,000, inclusive
of interests issued to the original asset seller. In connection with the sale,
our manager assumed all outstanding but unpaid Series Gallery Drop 072 acquisition
and offering expenses. This resulted in a net loss to holders of Series Gallery
Drop 072 interests. Our manager, as the manager of Series Gallery Drop 072, was
appointed as liquidator and distributed to holders of Series Gallery Drop 072 interests
all of the remaining assets (which consisted only of cash) of Series Gallery
Drop 072. After making such distribution, our manager began winding up Series Gallery
Drop 072 as the series no longer has any assets or liabilities.
The Series Gallery Drop 073 Asset
On September 11, 2022, Series Gallery Drop
073 sold the underlying asset of such series, a BGS 9.5-graded 2003 SP
Authentic Signatures #MJ Michael Jordan trading card, for $18,810 net of
auction fees versus the Series Gallery Drop 073 offering amount of $46,600. In
connection with the sale, our manager assumed all outstanding but unpaid Series
Gallery Drop 073 acquisition and offering expenses. This resulted in a net loss
to holders of Series Gallery Drop 073 interests. Our manager, as the manager of
Series Gallery Drop 073, was appointed as liquidator and distributed to holders
of Series Gallery Drop 073 interests all of the remaining assets (which
consisted only of cash) of Series Gallery Drop 073. After making such
distribution, our manager began winding up Series Gallery Drop 073 as the
series no longer has any assets or liabilities.
38
The Series Gallery Drop 074 Asset
On September 11, 2022, Series Gallery Drop
074 sold the underlying asset of such series, a PSA GEM-MT 10-graded 2018
Panini Prizm World Cup Kylian Mbappe Orange Prizm #80 trading card, for $12,102
net of auction fees versus the Series Gallery Drop 074 offering amount of $22,000.
In connection with the sale, our manager assumed all outstanding but unpaid Series
Gallery Drop 074 acquisition and offering expenses. This resulted in a net loss
to holders of Series Gallery Drop 074 interests. Our manager, as the manager of
Series Gallery Drop 074, was appointed as liquidator and distributed to holders
of Series Gallery Drop 074 interests all of the remaining assets (which
consisted only of cash) of Series Gallery Drop 074. After making such
distribution, our manager began winding up Series Gallery Drop 074 as the
series no longer has any assets or liabilities.
The Series Gallery Drop 075 Asset
On November 26, 2022, Series Gallery Drop 075
sold the underlying asset of such series, a BGS 9.5-graded 2012 National
Treasures Russell Wilson Rookie Signature Material Black #325 trading card, for
$4,125 net of auction fees versus the Series Gallery Drop 075 offering amount
of $58,300. In connection with the sale, our manager assumed all outstanding
but unpaid Series Gallery Drop 075 acquisition and offering expenses. This
resulted in a net loss to holders of Series Gallery Drop 075 interests. Our
manager, as the manager of Series Gallery Drop 075, was appointed as liquidator
and distributed to holders of Series Gallery Drop 075 interests all of the
remaining assets (which consisted only of cash) of Series Gallery Drop 075.
After making such distribution, our manager began winding up Series Gallery
Drop 075 as the series no longer has any assets or liabilities.
The Series Gallery Drop 076 Asset
On August 20, 2022, Series Gallery Drop 076
sold the underlying asset of such series, a BGS 9.5-graded 1996 Bowman's Best
Atomic Refractors Kobe Bryant #R23 trading card, for $4,125 net of auction fees
versus the Series Gallery Drop 076 offering amount of $58,300. In connection
with the sale, our manager assumed all outstanding but unpaid Series Gallery
Drop 076 acquisition and offering expenses. This resulted in a net loss to
holders of Series Gallery Drop 076 interests. Our manager, as the manager of Series
Gallery Drop 076, was appointed as liquidator and distributed to holders of Series
Gallery Drop 076 interests all of the remaining assets (which consisted only of
cash) of Series Gallery Drop 076. After making such distribution, our manager
began winding up Series Gallery Drop 076 as the series no longer has any assets
or liabilities.
The Series Gallery Drop 077 Asset
On August 20, 2022, Series Gallery Drop 077
sold the underlying asset of such series, a PSA GEM-MT 10-graded 1997 Brown's
Boxing Floyd Mayweather Jr. #51 trading card, for $6,050 net of auction fees
versus the Series Gallery Drop 077 offering amount of $38,800. In connection
with the sale, our manager assumed all outstanding but unpaid Series Gallery
Drop 077 acquisition and offering expenses. This resulted in a net loss to
holders of Series Gallery Drop 077 interests. Our manager, as the manager of Series
Gallery Drop 077, was appointed as liquidator and distributed to holders of Series
Gallery Drop 077 interests all of the remaining assets (which consisted only of
cash) of Series Gallery Drop 077. After making such distribution, our manager
began winding up Series Gallery Drop 077 as the series no longer has any assets
or liabilities.
The Series Gallery Drop 078 Asset
On August 6, 2022, Series Gallery Drop 078
sold the underlying asset of such series, a pair of 1987 Converse Magic Johnson
game-worn, signed sneakers, for $20,900 net of auction fees versus the Series Gallery
Drop 078 offering amount of $22,000. In connection with the sale, our manager
assumed all outstanding but unpaid Series Gallery Drop 078 acquisition and
offering expenses. This resulted in a net loss to holders of Series Gallery
Drop 078 interests. Our manager, as the manager of Series Gallery Drop 078, was
appointed as liquidator and distributed to holders of Series Gallery Drop 078 interests
all of the remaining assets (which consisted only of cash) of Series Gallery
Drop 078. After making such distribution, our manager began winding up Series Gallery
Drop 078 as the series no longer has any assets or liabilities.
39
The Series Gallery Drop 079 Asset
On September 11, 2022, Series Gallery Drop
079 sold the underlying asset of such series, a BGS 9.5-graded 2012 National
Treasures Kawhi Leonard #114 trading card, for $15,675 net of auction fees
versus the Series Gallery Drop 079 offering amount of $21,200. In connection
with the sale, our manager assumed all outstanding but unpaid Series Gallery
Drop 079 acquisition and offering expenses. This resulted in a net loss to
holders of Series Gallery Drop 079 interests. Our manager, as the manager of Series
Gallery Drop 079, was appointed as liquidator and distributed to holders of Series
Gallery Drop 079 interests all of the remaining assets (which consisted only of
cash) of Series Gallery Drop 079. After making such distribution, our manager
began winding up Series Gallery Drop 079 as the series no longer has any assets
or liabilities.
The Series Gallery Drop 080 Asset
On August 6, 2022, Series Gallery Drop 080
sold the underlying asset of such series, a PSA MINT 9-graded 1972 Topps Julius
Erving #195 trading card, for $28,600 net of auction fees versus the Series
Gallery Drop 080 offering amount of $15,800. In connection with the sale, our
manager assumed all outstanding but unpaid Series Gallery Drop 080 acquisition
and offering expenses and waived any and all rights to receive the 10%
distribution pursuant to Section 7.02 of the operating agreement. This resulted
in a net gain to holders of Series Gallery Drop 080 interests. Our manager, as
the manager of Series Gallery Drop 080, was appointed as liquidator and distributed
to holders of Series Gallery Drop 080 interests all of the remaining assets
(which consisted only of cash) of Series Gallery Drop 080. After making such
distribution, our manager began winding up Series Gallery Drop 080 as the
series no longer had any assets or liabilities.
The Series Gallery Drop 081 Asset
On September 30, 2021, Series Gallery Drop 081 resold the underlying asset held by such series to our manager, the seller of such asset, in exchange for cancellation of the promissory note issued to our manager in connection with the purchase of such asset. The note did not bear any interest, and the obligation of Series Gallery Drop 081 to make any payments under the note terminated upon the closings of the sales. Series Gallery Drop 081 is not in default under the note. Subscription funds advanced by prospective investors as part of the subscription process have been returned by our escrow agent, North Capital Private Securities Corporation (the “escrow agent”).
The Series Gallery Drop 082 Asset
On February 29, 2022, Series Gallery Drop 082 sold the underlying asset of such series, a PSA GEM-MT 10-graded 2003 Finest LeBron James Refractor #133 trading card, for $105,000 versus the Series Gallery Drop 082 offering amount of $84,200. In connection with the sale, our manager assumed all outstanding but unpaid Series Gallery Drop 082 acquisition and offering expenses and waived any and all rights to receive the 10% distribution pursuant to Section 7.02 of the operating agreement. This resulted in a net gain to holders of Series Gallery Drop 082 interests. Our manager, as the manager of Series Gallery Drop 082, was appointed as liquidator and distributed to holders of Series Gallery Drop 082 interests all of the remaining assets (which consisted only of cash) of Series Gallery Drop 083. After making such distribution, our manager began winding up Series Gallery Drop 083 as the series no longer has any assets or liabilities.
The Series Gallery Drop 083 Asset
On September 11, 2022, Series Gallery Drop 083 sold the underlying asset of such series, a PSA GEM-MT 10-graded 1981 Topps Magic Johnson #21 trading card, for $14,080 versus the Series Gallery Drop 083 offering amount of $47,400. In connection with the sale, our manager assumed all outstanding but unpaid Series Gallery Drop 083 acquisition and offering expenses. This resulted in a net loss to holders of Series Gallery Drop 083 interests. Our manager, as the manager of Series Gallery Drop 083, was appointed as liquidator and distributed to holders of Series Gallery Drop 083 interests all of the remaining assets (which consisted only of cash) of Series Gallery Drop 082. After making such distribution, our manager began winding up Series Gallery Drop 082 as the series no longer has any assets or liabilities.
40
The Series Gallery Drop 084 Asset
On September 30, 2021, Series Gallery Drop 084 resold the underlying asset held by such series to our manager, the seller of such asset, in exchange for cancellation of the promissory note issued to our manager in connection with the purchase of such asset. The note did not bear any interest, and the obligation of Series Gallery Drop 084 to make any payments under the note terminated upon the closings of the sales. Series Gallery Drop 084 is not in default under the note. Subscription funds advanced by prospective investors as part of the subscription process have been returned by the escrow agent.
The Series Gallery Drop 085 Asset
On September 30, 2021, Series Gallery Drop 085 resold the underlying asset held by such series to our manager, the seller of such asset, in exchange for cancellation of the promissory note issued to our manager in connection with the purchase of such asset. The note did not bear any interest, and the obligation of Series Gallery Drop 085 to make any payments under the note terminated upon the closings of the sales. Series Gallery Drop 085 is not in default under the note. Subscription funds advanced by prospective investors as part of the subscription process have been returned by the escrow agent.
The Series Gallery Drop 086 Asset
On September 11, 2022, Series Gallery Drop
086 sold the underlying asset of such series, a BGS 9.5-graded 2017 National
Treasures #161 Patrick Mahomes II JSY AU Holo Silver trading card, for $137,500
net of auction fees versus the Series Gallery Drop 086 offering amount of $364,700,
inclusive of interests issued to the original asset seller. In connection with
the sale, our manager assumed all outstanding but unpaid Series Gallery Drop 086
acquisition and offering expenses. This resulted in a net loss to holders of Series
Gallery Drop 086 interests. Our manager, as the manager of Series Gallery Drop 086,
was appointed as liquidator and distributed to holders of Series Gallery Drop 086
interests all of the remaining assets (which consisted only of cash) of Series Gallery
Drop 086. After making such distribution, our manager began winding up Series Gallery
Drop 086 as the series no longer has any assets or liabilities.
The Series Gallery Drop 087 Asset
On September 30, 2021, Series Gallery Drop 087 resold the underlying asset held by such series to our manager, the seller of such asset, in exchange for cancellation of the promissory note issued to our manager in connection with the purchase of such asset. The note did not bear any interest, and the obligation of Series Gallery Drop 087 to make any payments under the note terminated upon the closings of the sales. Series Gallery Drop 087 is not in default under the note. Subscription funds advanced by prospective investors as part of the subscription process have been returned by the escrow agent.
The Series Gallery Drop 088 Asset
On September 30, 2021, Series Gallery Drop 088 resold the underlying asset held by such series to our manager, the seller of such asset, in exchange for cancellation of the promissory note issued to our manager in connection with the purchase of such asset. The note did not bear any interest, and the obligation of Series Gallery Drop 088 to make any payments under the note terminated upon the closings of the sales. Series Gallery Drop 088 is not in default under the note. Subscription funds advanced by prospective investors as part of the subscription process have been returned by the escrow agent.
The Series Gallery Drop 089 Asset
41
On August 20, 2022, Series Gallery Drop 089
sold the underlying asset of such series, a PSA GEM-MT 10-graded 2004 Panini
Sports #89 Lionel Messi Mega Cracks Campeon trading card, for $2,530 net of
auction fees versus the Series Gallery Drop 089 offering amount of $25,200. In
connection with the sale, our manager assumed all outstanding but unpaid Series
Gallery Drop 089 acquisition and offering expenses. This resulted in a net loss
to holders of Series Gallery Drop 089 interests. Our manager, as the manager of
Series Gallery Drop 089, was appointed as liquidator and distributed to holders
of Series Gallery Drop 089 interests all of the remaining assets (which
consisted only of cash) of Series Gallery Drop 089. After making such
distribution, our manager began winding up Series Gallery Drop 089 as the
series no longer has any assets or liabilities.
The Series Gallery Drop 090 Asset
On September 30, 2021, Series Gallery Drop 090 resold the underlying asset held by such series to our manager, the seller of such asset, in exchange for cancellation of the promissory note issued to our manager in connection with the purchase of such asset. The note did not bear any interest, and the obligation of Series Gallery Drop 090 to make any payments under the note terminated upon the closings of the sales. Series Gallery Drop 090 is not in default under the note. Subscription funds advanced by prospective investors as part of the subscription process have been returned by the escrow agent.
The Series Gallery Drop 091 Asset
On September 11, 2022, Series Gallery Drop
091 sold the underlying asset of such series, a PSA GEM-MT 10-graded 1987 Fleer
#59 Michael Jordan trading card, for $14,433 net of auction fees versus the
Series Gallery Drop 091 offering amount of $39,400. In connection with the
sale, our manager assumed all outstanding but unpaid Series Gallery Drop 091 acquisition
and offering expenses. This resulted in a net loss to holders of Series Gallery
Drop 091 interests. Our manager, as the manager of Series Gallery Drop 091, was
appointed as liquidator and distributed to holders of Series Gallery Drop 091 interests
all of the remaining assets (which consisted only of cash) of Series Gallery
Drop 091. After making such distribution, our manager began winding up Series Gallery
Drop 091 as the series no longer has any assets or liabilities.
The Series Gallery Drop 092 Asset
On September 30, 2021, Series Gallery Drop 092 resold the underlying asset held by such series to our manager, the seller of such asset, in exchange for cancellation of the promissory note issued to our manager in connection with the purchase of such asset. The note did not bear any interest, and the obligation of Series Gallery Drop 092 to make any payments under the note terminated upon the closings of the sales. Series Gallery Drop 092 is not in default under the note. Subscription funds advanced by prospective investors as part of the subscription process have been returned by the escrow agent.
The Series Gallery Drop 093 Asset
On August 20, 2022, Series Gallery Drop 093
sold the underlying asset of such series, a BGS 9.5-graded 2009 Bowman Chrome
Draft Prospects Refractors #BDPP89 Mike Trout Signed Rookie trading card, for $12,100
net of auction fees versus the Series Gallery Drop 093 offering amount of $45,800.
In connection with the sale, our manager assumed all outstanding but unpaid Series
Gallery Drop 093 acquisition and offering expenses. This resulted in a net loss
to holders of Series Gallery Drop 093 interests. Our manager, as the manager of
Series Gallery Drop 093, was appointed as liquidator and distributed to holders
of Series Gallery Drop 093 interests all of the remaining assets (which
consisted only of cash) of Series Gallery Drop 093. After making such
distribution, our manager began winding up Series Gallery Drop 093 as the
series no longer has any assets or liabilities.
The Series Gallery Drop 094 Asset
42
On September 11, 2022, Series Gallery Drop
094 sold the underlying asset of such series, a 2017 Kevin Durant Western Conference
Semifinals game-worn jersey, for $14,300 net of auction fees versus the Series Gallery
Drop 094 offering amount of $22,800. In connection with the sale, our manager
assumed all outstanding but unpaid Series Gallery Drop 094 acquisition and
offering expenses. This resulted in a net loss to holders of Series Gallery
Drop 094 interests. Our manager, as the manager of Series Gallery Drop 094, was
appointed as liquidator and distributed to holders of Series Gallery Drop 094 interests
all of the remaining assets (which consisted only of cash) of Series Gallery
Drop 094. After making such distribution, our manager began winding up Series Gallery
Drop 094 as the series no longer has any assets or liabilities.
The Series Gallery Drop 095 Asset
On August 6, 2022, Series Gallery Drop 095
sold the underlying asset of such series, a 2020 Kevin Durant Nets-debut
game-worn jersey, for $14,740 net of auction fees versus the Series Gallery
Drop 095 offering amount of $47,600. In connection with the sale, our manager
assumed all outstanding but unpaid Series Gallery Drop 095 acquisition and
offering expenses. This resulted in a net loss to holders of Series Gallery
Drop 095 interests. Our manager, as the manager of Series Gallery Drop 095, was
appointed as liquidator and distributed to holders of Series Gallery Drop 095 interests
all of the remaining assets (which consisted only of cash) of Series Gallery
Drop 095. After making such distribution, our manager began winding up Series Gallery
Drop 095 as the series no longer has any assets or liabilities.
The Series Gallery Drop 096 Asset
On September 11, 2022, Series Gallery Drop
096 sold the underlying asset of such series, a PSA GEM-MT 10 2019 Panini Prizm
Blue Ice #248 Zion Williamson Rookie trading card, for $13,200 net of auction
fees versus the Series Gallery Drop 096 offering amount of $30,500. In connection
with the sale, our manager assumed all outstanding but unpaid Series Gallery
Drop 096 acquisition and offering expenses. This resulted in a net loss to
holders of Series Gallery Drop 096 interests. Our manager, as the manager of Series
Gallery Drop 096, was appointed as liquidator and distributed to holders of Series
Gallery Drop 096 interests all of the remaining assets (which consisted only of
cash) of Series Gallery Drop 096. After making such distribution, our manager
began winding up Series Gallery Drop 096 as the series no longer has any assets
or liabilities.
The Series Gallery Drop 097 Asset
On September 10, 2021, Series Gallery Drop 097 sold the Series Gallery Drop 097 Asset, a 9.8 A+ Wata-graded Halo: Combat Evolved game, for $301,000 versus the Series Gallery Drop 097 offering amount of $31,600. In connection with the sale, our manager assumed all outstanding but unpaid Series Gallery Drop 097 acquisition and offering expenses and waived any and all rights to receive the 10% distribution pursuant to Section 7.02 of the operating agreement. This resulted in a net gain to holders of Series Gallery Drop 097 Interests. Our manager, as the manager of Series Gallery Drop 097, was appointed as liquidator and distributed to holders of Series Gallery Drop 097 Interests all of the remaining assets (which consisted only of cash) of Series Gallery Drop 097. After making such distribution, our manager wound up Series Gallery Drop 097 as the series no longer has any assets or liabilities.
The Series Gallery Drop 098 Asset
On August 30, 2022, Series Gallery Drop 098
sold the underlying asset of such series, a 9.4 A+ Wata-graded Super Mario Land
game, for $3,240 net of auction fees versus the Series Gallery Drop 098 offering
amount of $14,700. In connection with the sale, our manager assumed all
outstanding but unpaid Series Gallery Drop 098 acquisition and offering
expenses. This resulted in a net loss to holders of Series Gallery Drop 098 interests.
Our manager, as the manager of Series Gallery Drop 098, was appointed as
liquidator and distributed to holders of Series Gallery Drop 098 interests all
of the remaining assets (which consisted only of cash) of Series Gallery Drop 098.
After making such distribution, our manager began winding up Series Gallery
Drop 098 as the series no longer has any assets or liabilities.
The Series Gallery Drop 099 Asset
43
On November 29, 2023, Series Gallery Drop 099 sold the underlying asset of such series, a 9.4 A+ Wata-graded Mike Tyson's Punch-Out!! game, for $104,500 inclusive of auction house “enhanced hammer” versus the Series Gallery Drop 099 offering amount of $136,800. In connection with the sale, our manager assumed all outstanding but unpaid Series Gallery Drop 099 acquisition and offering expenses. This resulted in a net loss to holders of interests in Series Gallery Drop 099. Our manager, as the manager of Series Gallery Drop 099, was appointed as liquidator and distributed to holders of interests in Series Gallery Drop 099 all of the remaining assets (which consist only of cash) of Series Gallery Drop 099. After making such distribution, our manager began winding up Series Gallery Drop 099 as the series no longer has any assets or liabilities.
The Series Gallery Drop 100 Asset
On August 6, 2022, Series Gallery Drop 100
sold the underlying asset of such series, a collection of Wata-graded Street
Fighter games, for $13,716 net of auction fees versus the Series Gallery Drop 100
offering amount of $19,500. In connection with the sale, our manager assumed
all outstanding but unpaid Series Gallery Drop 100 acquisition and offering
expenses. This resulted in a net loss to holders of Series Gallery Drop 100 interests.
Our manager, as the manager of Series Gallery Drop 100, was appointed as
liquidator and distributed to holders of Series Gallery Drop 100 interests all
of the remaining assets (which consisted only of cash) of Series Gallery Drop 100.
After making such distribution, our manager began winding up Series Gallery
Drop 100 as the series no longer has any assets or liabilities.
The Series Gallery Drop 101 Asset
On November 30, Series Gallery Drop 101 sold the underlying asset of such series, an 8.4 Wata-graded Nintendo World Championship game, for $72,600 inclusive of auction house “enhanced hammer” versus the Series Gallery Drop 101 offering amount of $211,300. In connection with the sale, our manager assumed all outstanding but unpaid Series Gallery Drop 101 acquisition and offering expenses. This resulted in a net loss to holders of interests in Series Gallery Drop 101. Our manager, as the manager of Series Gallery Drop 101, was appointed as liquidator and distributed to holders of interests in Series Gallery Drop 101 all of the remaining assets (which consist only of cash) of Series Gallery Drop 101. After making such distribution, our Manager began winding up Series Gallery Drop 101 as the series no longer has any assets or liabilities.
The Series Gallery Drop 102 Asset
On August 20, 2022, Series Gallery Drop 102
sold the underlying asset of such series, a PSA GEM-MT 10-graded 2003 Netpro Glossy
International Preview #P2 Serena Williams trading card, for $2,090 net of
auction fees versus the Series Gallery Drop 102 offering amount of $14,800. In
connection with the sale, our manager assumed all outstanding but unpaid Series
Gallery Drop 102 acquisition and offering expenses. This resulted in a net loss
to holders of Series Gallery Drop 102 interests. Our manager, as the manager of
Series Gallery Drop 102, was appointed as liquidator and distributed to holders
of Series Gallery Drop 102 interests all of the remaining assets (which
consisted only of cash) of Series Gallery Drop 102. After making such
distribution, our manager began winding up Series Gallery Drop 102 as the
series no longer has any assets or liabilities.
The Series Gallery Drop 103 Asset
On February 7, 2022, Series Gallery Drop
103 sold the underlying asset of such series, a BGS 9.5-graded 2003 Netpro
Glossy #G2 Serena Williams Rookie trading card, for $35,000 versus the Series
Gallery Drop 103 offering amount of $18,400. In connection with the sale, our
manager assumed all outstanding but unpaid Series Gallery Drop 103 acquisition
and offering expenses and waived any and all rights to receive the 10%
distribution pursuant to Section 7.02 of the operating agreement. This resulted
in a net gain to holders of Series Gallery Drop 103 interests. Our manager, as
the manager of Series Gallery Drop 103, was appointed as liquidator and distributed
to holders of Series Gallery Drop 103 interests all of the remaining assets
(which consisted only of cash) of Series Gallery Drop 103. After making such
distribution, our manager began winding up Series Gallery Drop 103 as the
series no longer had any assets or liabilities.
The Series Gallery Drop 104 Asset
44
On August 18, 2022, Series Gallery Drop 104
sold the underlying asset of such series, a first-generation, sealed Apple
iPhone 2G A1203, for $25,498 versus the Series Gallery Drop 104 offering amount
of $13,100. In connection with the sale, our manager assumed all outstanding
but unpaid Series Gallery Drop 104 acquisition and offering expenses and waived
any and all rights to receive the 10% distribution pursuant to Section 7.02 of
the operating agreement. This resulted in a net gain to holders of Series
Gallery Drop 104 interests. Our manager, as the manager of Series Gallery Drop 104,
was appointed as liquidator and distributed to holders of Series Gallery Drop 104
interests all of the remaining assets (which consisted only of cash) of Series
Gallery Drop 104. After making such distribution, our manager began winding up
Series Gallery Drop 104 as the series no longer had any assets or liabilities.
The Series Gallery Drop 105 Asset
On September 11, 2022, Series Gallery Drop
105 sold the underlying asset of such series, a PSA GEM-MT 10-graded 2014
Panini Prizm World Cup #12 Lionel Messi Green Crystal Prizm trading card, for $71,500
versus the Series Gallery Drop 105 offering amount of $65,000. In connection
with the sale, our manager assumed all outstanding but unpaid Series Gallery
Drop 105 acquisition and offering expenses and waived any and all rights to
receive the 10% distribution pursuant to Section 7.02 of the operating agreement.
This resulted in a net gain to holders of Series Gallery Drop 105 interests. Our
manager, as the manager of Series Gallery Drop 105, was appointed as liquidator
and distributed to holders of Series Gallery Drop 105 interests all of the
remaining assets (which consisted only of cash) of Series Gallery Drop 105.
After making such distribution, our manager began winding up Series Gallery
Drop 105 as the series no longer had any assets or liabilities.
The Series Gallery Drop 106 Asset
On September 30, 2021, Series Gallery Drop 106 resold the underlying asset held by such series to our manager, the seller of such asset, in exchange for cancellation of the promissory note issued to our manager in connection with the purchase of such asset. The note did not bear any interest, and the obligation of Series Gallery Drop 106 to make any payments under the note terminated upon the closings of the sales. Series Gallery Drop 106 is not in default under the note. Subscription funds advanced by prospective investors as part of the subscription process have been returned by the escrow agent.
The Series Gallery Drop 107 Asset
On August 20, 2022, Series Gallery Drop 107
sold the underlying asset of such series, a BGS 9.5-graded 1994 Miami Bumble
Bee #8 Dwayne Johnson Rookie trading card, for $8,800 net of auction fees
versus the Series Gallery Drop 107 offering amount of $23,800. In connection
with the sale, our manager assumed all outstanding but unpaid Series Gallery
Drop 107 acquisition and offering expenses. This resulted in a net loss to
holders of Series Gallery Drop 107 interests. Our manager, as the manager of Series
Gallery Drop 107, was appointed as liquidator and distributed to holders of Series
Gallery Drop 107 interests all of the remaining assets (which consisted only of
cash) of Series Gallery Drop 107. After making such distribution, our manager
began winding up Series Gallery Drop 107 as the series no longer has any assets
or liabilities.
The Series Gallery Drop 108 Asset
On August 6, 2022, Series Gallery Drop 108
sold the underlying asset of such series, a PSA/DNA VG 3-graded Kobe Bryant
Last Game signed ticket, for $8,250 net of auction fees versus the Series Gallery
Drop 108 offering amount of $31,700. In connection with the sale, our manager
assumed all outstanding but unpaid Series Gallery Drop 108 acquisition and
offering expenses. This resulted in a net loss to holders of Series Gallery
Drop 108 interests. Our manager, as the manager of Series Gallery Drop 108, was
appointed as liquidator and distributed to holders of Series Gallery Drop 108 interests
all of the remaining assets (which consisted only of cash) of Series Gallery
Drop 108. After making such distribution, our manager began winding up Series Gallery
Drop 108 as the series no longer has any assets or liabilities.
The Series Gallery Drop 109 Asset
45
On September 11, 2022, Series Gallery Drop
109 sold the underlying asset of such series, a BGS 9.5-graded 2001 SP
Authentic Stars #45 Tiger Woods Rookie trading card, for $12,100 net of auction
fees versus the Series Gallery Drop 109 offering amount of $32,400. In connection
with the sale, our manager assumed all outstanding but unpaid Series Gallery
Drop 109 acquisition and offering expenses. This resulted in a net loss to
holders of Series Gallery Drop 109 interests. Our manager, as the manager of Series
Gallery Drop 109, was appointed as liquidator and distributed to holders of Series
Gallery Drop 109 interests all of the remaining assets (which consisted only of
cash) of Series Gallery Drop 109. After making such distribution, our manager
began winding up Series Gallery Drop 109 as the series no longer has any assets
or liabilities.
The Series Gallery Drop 110 Asset
On April 1, 2022, Series Gallery Drop 110 sold
the underlying asset of such series, an AFA 85-graded 1984 Transformers G1 Optimus
Prime “Pepsi Edition” toy, for $16,234 versus the Series Gallery Drop 110
offering amount of $10,600. In connection with the sale, our manager assumed
all outstanding but unpaid Series Gallery Drop 110 acquisition and offering
expenses and waived any and all rights to receive the 10% distribution pursuant
to Section 7.02 of the operating agreement. This resulted in a net gain to
holders of Series Gallery Drop 110 interests. Our manager, as the manager of
Series Gallery Drop 110, was appointed as liquidator and distributed to holders
of Series Gallery Drop 110 interests all of the remaining assets (which consisted
only of cash) of Series Gallery Drop 110. After making such distribution, our
manager began winding up Series Gallery Drop 110 as the series no longer had
any assets or liabilities.
The Series Gallery Drop 111 Asset
On August 6, 2022, Series Gallery Drop 111
sold the underlying asset of such series, a BGS 9.5-graded 2002 Yu-Gi-Oh
Blue-Eyes White Dragon LOB-001 First Edition trading card, for $8,250 net of
auction fees versus the Series Gallery Drop 111 offering amount of $18,900. In
connection with the sale, our manager assumed all outstanding but unpaid Series
Gallery Drop 111 acquisition and offering expenses. This resulted in a net loss
to holders of Series Gallery Drop 111 interests. Our manager, as the manager of
Series Gallery Drop 111, was appointed as liquidator and distributed to holders
of Series Gallery Drop 111 interests all of the remaining assets (which
consisted only of cash) of Series Gallery Drop 111. After making such
distribution, our manager began winding up Series Gallery Drop 111 as the
series no longer has any assets or liabilities.
The Series Gallery Drop 112 Asset
On September 29, 2022, Series Gallery Drop
112 sold the underlying asset of such series, a 9.6 A++ Wata-graded Pokémon Red
game, for $14,040 net of auction fees versus the Series Gallery Drop 112 offering
amount of $75,000, inclusive of interests issued to the original asset seller.
In connection with the sale, our manager assumed all outstanding but unpaid Series
Gallery Drop 112 acquisition and offering expenses. This resulted in a net loss
to holders of Series Gallery Drop 112 interests. Our manager, as the manager of
Series Gallery Drop 112, was appointed as liquidator and distributed to holders
of Series Gallery Drop 112 interests all of the remaining assets (which
consisted only of cash) of Series Gallery Drop 112. After making such
distribution, our manager began winding up Series Gallery Drop 112 as the
series no longer has any assets or liabilities.
The Series Gallery Drop 113 Asset
On November 29, 2022, Series Gallery Drop 113
sold the underlying asset of such series, a 9.2 A++ Wata-graded Mario Kart 64
game, for $11,340 net of auction fees versus the Series Gallery Drop 113 offering
amount of $57,900. In connection with the sale, our manager assumed all
outstanding but unpaid Series Gallery Drop 113 acquisition and offering
expenses. This resulted in a net loss to holders of Series Gallery Drop 113 interests.
Our manager, as the manager of Series Gallery Drop 113, was appointed as
liquidator and distributed to holders of Series Gallery Drop 113 interests all
of the remaining assets (which consisted only of cash) of Series Gallery Drop 113.
After making such distribution, our manager began winding up Series Gallery
Drop 113 as the series no longer has any assets or liabilities.
The Series Gallery Drop 115 Asset
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On September 10, 2022, Series Gallery Drop
115 sold the underlying asset of such series, a 9.8 CGC-graded Special Marvel
Edition #15 comic, for $6,750 net of auction fees versus the Series Gallery
Drop 115 offering amount of $16,500. In connection with the sale, our manager
assumed all outstanding but unpaid Series Gallery Drop 115 acquisition and
offering expenses. This resulted in a net loss to holders of Series Gallery
Drop 115 interests. Our manager, as the manager of Series Gallery Drop 115, was
appointed as liquidator and distributed to holders of Series Gallery Drop 115 interests
all of the remaining assets (which consisted only of cash) of Series Gallery
Drop 115. After making such distribution, our manager began winding up Series Gallery
Drop 115 as the series no longer has any assets or liabilities.
The Series Gallery Drop 116 Asset
Summary Overview
Series Gallery Drop 116 has purchased a PSA GEM-MT 10-graded 1999 Pokémon 1st Edition Shadowless Holo Charizard trading card (which we refer to as the Series Gallery Drop 116 Asset).
● The Card: The Series Gallery Drop 116 Asset trading card comes from the first print run (first edition) of English cards produced for the 1999 Pokémon trading card game. In 2020, interest in vintage Pokémon cards surged, and the 1999 1st Edition Shadowless Holo Charizard trading card is the one that led the charge. It features a holographic film that, an added rarity of the card.
● Scarcity: Only 122 1999 1st Edition Shadowless Holo Charizard trading cards have been graded as a PSA GEM-MT 10, the highest available grade in the PSA grading system.
● Cultural Significance: Today, Pokémon is the highest grossing media franchise in history, having grossed in excess of $92B, ahead of such cultural giants as Marvel, Harry Potter and Star Wars. The original video game series is the second best-selling video game franchise (behind Mario) with more than 368M copies sold and 1B mobile downloads. With new-age iterations of the game, Pokémon continues to attract new fans thereby cementing its iconic status in culture.
Specifications
Card | Pokémon 1st Edition Shadowless Holo Charizard |
Production Year | 1999 |
PSA Grade | GEM-MT 10 |
Purchased From | Private Collector |
Purchased For | $225,000 |
Year Purchased | 2021 |
The Card
When the surge in interest for vintage Pokémon cards began, the 1999 1st Edition Shadowless Holo Charizard trading card led the charge. Charizard is the final evolution of Charmander, one of the three original starter Pokémon, and the iconic face of the world’s most valuable media franchise.
Market Assessment
With the advent of nostalgia collecting, trading cards hold a special place in the position of many people’s hearts. Through built-in scarcity and a throwback to childhood collecting, the market has grown thanks to the liquidity that online marketplaces provide. The Pokémon franchise has had a global appeal over the last 25+ years, which creates a large and global market for buying and selling Pokémon cards. The category gained momentum in 2020, with the 1999 1st Edition Shadowless Holo Charizard trading card breaking record prices multiple times and catching the attention of mainstream media and collectors.
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Condition Report
The Series Gallery Drop 116 Asset is a GEM-MT 10 Professional Sports Authenticator (PSA) graded trading card. GEM-MT 10 is the highest available grade in the PSA grading system. There are 122 GEM-MT 10-graded 1999 Pokémon 1st Edition Shadowless Holo Charizard cards in circulation. The card is in virtually perfect condition according to PSA and preserved in a plastic PSA holder with tamper-evident seal.
Ownership and Pricing History
The Series Gallery Drop 116 Asset was purchased from a private collector. The prior specific ownership and pricing history of the card constituting the Series Gallery Drop 116 Asset is unknown.
The Series Gallery Drop 117 Asset
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. Our manager, as the manager of Series Gallery Drop 117, was appointed as liquidator and distributed to holders of interests in Series Gallery Drop 117 all of the remaining assets (which consist only of cash) of Series Gallery Drop 117. After making such distribution, our manager began winding up Series Gallery Drop 117 as the series no longer has any assets or liabilities.
The Series Gallery Drop 118 Asset
On February 9, 2022, our manager, as manager of Series Gallery Drop 118, determined it was in the best interests of our company to withdraw the offering for Series Gallery Drop 118. In conjunction with the withdrawal, Series Gallery Drop 118 resold the underlying asset held by such series to our manager, in exchange for cancellation of the promissory note issued to our manager in connection with the purchase of such asset. The note did not bear interest, and the obligation of Series Gallery Drop 118 to make any payments under the note terminated upon the closing of the sales. Series Gallery Drop 118 is not in default under the note. Any subscription funds received from prospective investors as part of the subscription process have been returned by the escrow agent.
The Series Gallery Drop 119 Asset
On November 17, 2022, Series Gallery Drop 119
sold the underlying asset of such series, a 9.8 A Wata-graded Halo: Combat
Evolved game, for $29,160 net of auction fees versus the Series Gallery Drop 119
offering amount of $88,400. In connection with the sale, our manager assumed
all outstanding but unpaid Series Gallery Drop 119 acquisition and offering
expenses. This resulted in a net loss to holders of Series Gallery Drop 119 interests.
Our manager, as the manager of Series Gallery Drop 119, was appointed as
liquidator and distributed to holders of Series Gallery Drop 119 interests all
of the remaining assets (which consisted only of cash) of Series Gallery Drop 119.
After making such distribution, our manager began winding up Series Gallery
Drop 119 as the series no longer has any assets or liabilities.
The Series Gallery Drop 120 Asset
On February 9, 2022, our manager, as manager of Series Gallery Drop 120, determined it was in the best interests of our company to withdraw the offering for Series Gallery Drop 120. In conjunction with the withdrawal, Series Gallery Drop 120 resold the underlying asset held by such series to our manager, in exchange for cancellation of the promissory note issued to our manager in connection with the purchase of such asset. The note did not bear interest, and the obligation of Series Gallery Drop 120 to make any payments under the note terminated upon the closing of the sales. Series Gallery Drop 120 is not in default under the note. Any subscription funds received from prospective investors as part of the subscription process have been returned by the escrow agent.
The Series Gallery Drop 121 Asset
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On September 1, 2022, Series Gallery Drop 121
sold the underlying asset of such series, a 9.8 A++ Wata-graded NBA Jam game,
for $20,520 net of auction fees versus the Series Gallery Drop 121 offering
amount of $32,800. In connection with the sale, our manager assumed all
outstanding but unpaid Series Gallery Drop 121 acquisition and offering
expenses. This resulted in a net loss to holders of Series Gallery Drop 121 interests.
Our manager, as the manager of Series Gallery Drop 121, was appointed as
liquidator and distributed to holders of Series Gallery Drop 121 interests all
of the remaining assets (which consisted only of cash) of Series Gallery Drop 121.
After making such distribution, our manager began winding up Series Gallery
Drop 121 as the series no longer has any assets or liabilities.
The Series Gallery Drop 122 Asset
Summary Overview
Series Gallery Drop 122 has purchased a first edition, first printing Harry Potter and the Philosopher’s Stone book (which we refer to as the Series Gallery Drop 122 Asset).
● The Book: The first edition, first printing Harry Potter and the Philosopher’s Stone book had 500 total copies published: 200 went to bookstores and 300 went to libraries and schools. The Series Gallery Drop 122 Asset copy is one of those 200 originally at Blackwell’s Bookstore and has never been read. All 500 are extremely hard to find in good and/or unrestored condition.
● Scarcity: The 500 first printing books have a number of unique characteristics, including a missing “o” in “Philosopher’s” on the back cover. Due to their incredibly limited original print run, finding these books in excellent condition is increasingly difficult as the years go by.
Specifications
Title | Harry Potter and the Philosopher’s Stone |
Author | J.K. Rowling |
Release Year | 1997 |
Condition | Good, never read |
Edition | First edition, first printing |
Purchased From | Private Collector |
Purchased For | $110,000 |
Year Purchased | 2021 |
The Book
Harry Potter is a more than $25 billion global franchisethat has touched the hearts and minds of millions of readers and moviegoers – and it all started with the first edition, first printing of Harry Potter and the Philosopher’s Stone.
Market Assessment
The rare book market is a well-established and relatively stable collectible category. In 2021, the auctioning of a $12.4M book collection further demonstrated the ongoing market interest in the category on the back of a boom. As such, we believe the rare book market will continue its steady growth, building upon its very well-established base.
Condition Report
The Series Gallery Drop 122 Asset book is in good condition, and has never been read.
Ownership and Pricing History
49
We purchased the Series Gallery Drop 122 Asset from a private collector. Prior ownership and pricing history of the Series Gallery Drop 122 Asset is unknown.
The Series Gallery Drop 123 Asset
On October 4, 2023, Series Gallery Drop 123 sold the underlying asset of such series, an NFT by FEWOCiOUS titled i miss your voice call back soon okay #3, for $3,811 net of platform fees and conversion from ETH to USD versus the Series Gallery Drop 123 offering amount of $46,800. In connection with the sale, our manager assumed all outstanding but unpaid Series Gallery Drop 123 acquisition and offering expenses. This resulted in a net loss to holders of interests in Series Gallery Drop 123. Our manager, as the manager of Series Gallery Drop 123, was appointed as liquidator and distributed to holders of interests in Series Gallery Drop 123 all of the remaining assets (which consist only of cash) of Series Gallery Drop 123. After making such distribution, our manager began winding up Series Gallery Drop 123 as the series no longer has any assets or liabilities.
Insurance
We are working with insurance broker, DeWitt Stern, and our carrier is Aspen American Insurance Company. We insure all assets both during transport and during storage.
Storage
Our manager currently leases space in a purpose-built, secure, temperature-controlled storage facility in New York for the purposes of storing the underlying assets in a highly controlled environment, other than when it is being utilized for marketing or similar purposes.
Depreciation
We treat art, collectible assets and digital assets as collectibles, and therefore, we will not depreciate or amortize the underlying assets going forward. We may depreciate or amortize any hardware or other equipment used in connection with the display or maintenance of the underlying assets.
Market Opportunity
We believe the overall macroeconomic environment remains favorable for high performing alternative asset classes, including art and collectibles. Interest rates are expected to remain moderate (albeit rising) across most developed economies, and returns in traditional asset classes such as stocks and investment-grade bonds may remain volatile. In addition to the increased transparency generally across alternative asset classes, we believe that these factors will support the trend for investors to seek returns in alternative assets, which will continue to make these a more permanent component of investment strategies broadly.
Art
According to The Art Market Report 2019 by Art Basel and UBS, the size of the global art market in 2019 was roughly $64.1 billion, down 5% year-on-year. Additionally, the 2020 Knight Frank Wealth Report noted that art as a category appreciated 59% in the last 12 months, and 141% in the last 10 years. Despite its size, the art market is complex and often misunderstood due to its opaque nature. Unlike traditional asset classes such as equities or fixed income, there is a lack of transparency due to limited publicly available data. The market is made and largely executed through private transactions, making it difficult for outsiders to gain insight. We believe there is an opportunity to use our platform to make the market more liquid and transparent for investors of all means and backgrounds. We expect the art market to grow and present unique opportunities moving forward as a result of demand stemming from investors looking for an uncorrelated alternative asset class, an increase in global wealth and the shifting tastes of millennial art collectors.
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Additionally, we believe that there is an opportunity to capture the shifting tastes of millennial art collectors. The 2018 U.S. Trust Insights on Wealth and Worth survey on wealthy households found that millennials are the fastest growing segment of art collectors, up 8% year-over-year and comprising 36% of total respondents. What makes this generation of collectors different is that they are driven by the role art collecting plays in leveraging future wealth (33% versus 16% of all collectors) and as an asset that can be sold for a quick profit (35% versus 13%). The study also showed the biggest uptick in online art buying among millennials, up 9% to 78%. This is compared to men (42%) and women (36%) who purchased art online in 2018. We believe we are well positioned to benefit from these shifts in millennial collecting.
According to The Contemporary Art Market Report 2019 by Artprice, global auction turnover reached $1.89 billion (doubling in the last 10 years), the volume of transactions grew by 6.8% with 71,400 lots sold, the global unsold rate remained stable at 39% and the price index of contemporary art increased by 22%.
Sneakers
According to a 2019 research report by Cowen Equity Research, as of 2019, the U.S. sneaker market was valued at $21.2 billion, and the overall global sneaker market was nearing $100 billion. Cowen & Co estimated sneaker resale to be a $2 billion market and projected it to triple, reaching more than $6 billion by 2025.
A few causes can be attributed to the global popularization of the sneaker resale market. Most notably, brands generate artificial scarcity by keeping supply far below demand through limited edition drops. This hype has been boosted by celebrity-driven endorsement culture and more collaborations with celebrities, artists, high fashion designers and tastemakers to produce limited edition sneakers to the public. A select few examples of collaborations between shoe companies and tastemakers include Jordan 4 Retro KAWS Black, “The Ten” by Virgil Abloh’s Off-White, Travis Scott x Air Jordan 4 Cactus Jack, adidas x Pharrell Williams blue Human Body NMD and countless others. While some of these shoes may retail in the $100-$200 range, they just as easily appear on the secondary market at a 100x multiple. As an example, the Nike Dunk SB Low Staple “NYC Pigeon” originally retailed in Nike stores for $200 and was last sold on StockX for $13,500 on July 9, 2019. This growth in the sneaker market may also be attributed to the rise of streetwear as well as the rise of the “Hypebeast” community in mainstream culture. Strengthened by increased artistic collaborations as well as promotions by influencers and celebrities, the rise of streetwear is further propelled by social media and pop culture. This greater exposure to streetwear and the Hypebeast community through these digital channels has led to increased adoption into the mainstream, especially by an increasingly digitally native consumer. With the rise of streetwear and Hypebeast culture, the “sneakerhead” community has grown immensely, growing the #sneakerhead hashtag to over 17 million posts on Instagram.
Streetwear and Supreme
Streetwear is a growing market. In a 2018 report, Bain & Company again highlighted streetwear as a growth driver for the luxury sector. And, according to the inaugural Streetwear Impact Report - 001 published by Hypebeast and PwC, over 78% of 3,200 respondents voted for Supreme as the brand that represents streetwear the most. Supreme was followed by Nike, Off-White, Adidas, BAPE and Stussy. According to the 2019 True Luxury Global Consumer Insights report published by BCG and Altagamma, the top two key trends in the luxury global consumer market were collaborations and buying second-hand. The value of collaborations reached 90% awareness amongst buyers, driven by Millennials and Gen Z-ers, and the top purchased collaboration overall was Supreme x Louis Vuitton.
The Supreme brand caters to youth “Hypebeast” culture, specifically the skate, hip hop and rock cultures. Since its inception, Supreme has morphed from a brick-and-mortar hangout for downtown skate kids to a cult global brand whose eclectic output rivals that of some of the world's most elite fashion brands. The company functions by making limited amounts of product and “drops” them at designated times of the year, generating buzz, hype and exclusivity around the brand. They are perhaps best known for their wide reaching and prolific original collaborations with iconic fashion brands such as Nike SB, Vans, Air Jordan and others. Beyond their retail collaborations, the brand collaborates with a diverse and expansive range of edgy musicians and artists.
Comics
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The comic book industry flourished within the pop culture arena of the 1930s due to the popularity of superhero characters such as Superman, Batman and Captain Marvel. Since the 1960s, two publishers have primarily dominated the American comic book industry: Marvel Comics, the publisher of comics featuring Spider-Man, X-Men and Fantastic Four; and DC Comics, which publishes comics featuring Superman, Batman and Wonder Woman. According to a joint report by Comichron and ICv2, the comic book market reached a height of $1.1 billion in 2018, up $80 million from the previous year. Comics are a unique collectibles category because of the large amounts of data available on pricing, quantity and condition of certain vintage comic books. The industry is heavily tracked by databases, including Comics Price Guide, GoCollect and GPAnalysis, all of which provide information on fair market value, scarcity and quality. The increased popularity of online auctioning services like eBay and Heritage Auctions for buying and selling comic books has similarly greatly increased the visibility of actual comic book sale prices, leading to improved price guide accuracy, particularly for online price guides.
As such, we believe the collectible vintage comic book market will grow from its accessibility and transparency. Comic book collectors collect for several possible reasons, including appreciation, nostalgia, financial profit and completion of the collection. Macro trends exist today that may fuel the popularity of comic books. One trend is the steady remakes of Marvel comics, including Black Panther, The Avengers, Captain Marvel and others, into blockbuster movies. Further, The Walt Disney Company’s acquisition of Twenty First Century Fox brings in unique opportunities for Fox characters like X-Men, Deadpool and Fantastic Four to now be absorbed into the Marvel universe, which would further fuel the popularization of traditional comic book characters.
We believe that the opportunity for vintage comic books remains strong and the overall macroeconomic environment remains favorable for high performing alternative asset classes, including art and collectibles. Interest rates are expected to remain moderate (albeit rising) across most developed economies, and returns in traditional asset classes such as stocks and investment-grade bonds may remain volatile. In addition to the increased transparency generally across alternative asset classes, we believe that these factors will support the trend for investors to seek returns in alternative assets, which will continue to make these a more permanent component of investment strategies broadly.
NFTs
The NFT market is still in its very early stages but grew
significantly in 2021 with billions of dollars in sales. NFTs hit the
mainstream after digital artist Beeple sold an NFT through Christie’s for more
than $65M. The sale being facilitated by a major auction house represents a
level of acceptance that had not previously been seen.
Established names are also entering the space. The NBA partnered
with Dapper Labs, Inc. to release “moments,” NFTs representing individual,
licensed clips of NBA game footage. Artists Takashi Murakami and Shepard Fairey
released NFT-based artworks in March 2021, and established gallery Almine Rech
launched a first-time collaboration with Nifty Gateway and artist César Piette.
As such, we believe the market for NFTs, and digital assets
generally, will grow from household names entering the space and its
accessibility and transparency through the blockchain. Additionally, the
overall macroeconomic environment is favorable for high performing digital
asset classes, from cryptocurrencies like Bitcoin to NFTs.
Video Games
The
factory-sealed video game collecting category has gained significant interest
in the past year. The market size has not been quantified, but prices are
rising – a 9.8 A++ Wata-graded Super Mario 64 game sold in July 2021 for
$1.56M.
We believe that the category is well-positioned for
growth as a result of a centralized grading authority (Wata) to vet
authenticity and condition and increasing accessibility as more auction houses
and resellers start selling games.
Rare Books
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The rare book market is a well-established and relatively stable collectible category. In 2021, the auctioning of a $12.4M book collection further demonstrated the ongoing market interest in the category on the back of a boom. As such, we believe the rare book market will continue its steady growth, building upon its very well-established base.
Our Business
The Public Platform aims to provide:
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investors with
access to alternative assets for investment, portfolio diversification and
secondary market liquidity for their interests (although there can be no
guarantee that a secondary market will continue to develop);
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asset sellers
with greater market transparency and insights, lower transaction costs,
increased liquidity, a seamless and convenient sale process, portfolio
diversification and the ability to retain minority equity positions in assets
via the retention of equity interests in offerings conducted through the
Public Platform; and
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all Public
Platform users with a premium, highly curated, engaging experience.
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The objective is for the Public Platform to become the leading
marketplace for investing in alternative assets, to provide investors with
financial returns commensurate with returns in the alternative asset industry
and to manage the collection in a manner that provides exemplary care to the
assets and offers potential returns for investors.
To provide investors with access to secondary market liquidity for
their interests, Public launched an interface on the Public Platform that
enables investors to buy and sell their holdings via the PPEX ATS operated
by North Capital. Our company engage North Capital to receive orders to buy and
sell from interest holders and engaged Dalmore Group, LLC (“Dalmore”) to
execute trades through the PPEX ATS.
As identified above, pursuant to the company’s operating agreement,
secondary transfers are subject to certain restrictions and the discretion of
our manager to waive those restrictions. As a result, investors may not be able
to resell or otherwise alienate their interests in certain circumstances.
Our manager anticipates that its core competency will be the
identification, acquisition, marketing and management of investment-grade
alternative assets for the benefit of the investors.
The operating agreement designates our manager as the managing
member of our company. Our manager will generally not be entitled to vote on
matters submitted to the holders of our interests. Our manager will not have
any distribution, redemption, conversion or liquidation rights by virtue of its
status as manager.
The operating agreement further provides that our manager, in
exercising its rights in its capacity as the managing member, will be entitled
to consider only such interests and factors as it desires, including its own
interests, and will have no duty or obligation (fiduciary or otherwise) to give
any consideration to any interest of or factors affecting our company, any
series or any of the interest holders and will not be subject to any different
standards imposed by the operating agreement, the LLC Act or under any other
law, rule or regulation or in equity. In addition, the operating agreement
provides that our manager will not have any duty (including any fiduciary duty)
to our company, any series or any of the interest holders.
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In the event our manager resigns as
managing member of our company, the holders of a majority of all interests of
our company may elect a successor managing member. Holders of interests in each
series have the right to remove our manager as manager of our company, by a
vote of two-thirds of the holders of all interests in each series (excluding
our manager), in the event our manager is found by a non-appealable judgment of
a court of competent jurisdiction to have committed fraud in connection with a
series or our company. If so convicted, our manager shall call a meeting of all
of the holders of interests in every series within 30 calendar days of such
non-appealable judgment at which the holders may vote to remove our manager as
manager of our company and each series. If our manager fails to call such a
meeting, any interest holder will have the authority to call such a meeting. In
the event of its removal, our manager shall be entitled to receive all amounts
that have accrued and are due and payable to it. If the holders vote to
terminate and dissolve our company (and therefore each series), the liquidation
provisions of the operating agreement shall apply. In the event our manager is
removed as manager of our company, it shall also immediately cease to be
manager of each series.
See “Item 3. Directors, Executive Officers and Significant
Employees” for additional information regarding our manager.
Advisory Board
Our manager may assemble an expert network of advisors with experience in relevant industries to serve on the Advisory Board to assist our manager in identifying and acquiring the art, collectibles and other alternative assets, to assist our asset manager in managing the underlying assets and to advise our manager and certain other matters associated with our business and the various series.
The members of the Advisory Board will not be managers or officers of our company or any series and will not have any fiduciary or other duties to the interest holders of any series.
Operating Expenses
Each series will be responsible for the following costs and expenses attributable to the activities of our company related to such series (“Operating Expenses”):
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any and all fees, costs and expenses incurred in connection with the management of our underlying assets, including import taxes, income taxes, storage (including property rental fees should our manager decide to rent a property to store a number of underlying assets), security, valuation, custodial, marketing and utilization of the underlying assets;
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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 and any annual audit of the accounts of such series (if applicable) and any reports to be filed with the Commission;
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any and all insurance premiums or expenses, including directors and officer’s insurance of the directors and officers of our manager or asset manager, in connection with the underlying assets;
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any withholding or transfer taxes imposed on our company or a series or any interest holders as a result of its or their earnings, investments or withdrawals;
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any governmental fees imposed on the capital of our company or a series or incurred in connection with compliance with applicable regulatory requirements;
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any legal fees and costs (including settlement costs) arising in connection with any litigation or regulatory investigation instituted against our company, a series or our asset manager in connection with the affairs of our company or a series;
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the fees and expenses of any administrator, if any, engaged to provide administrative services to our company or a series;
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all custodial fees, costs and expenses in connection with the holding of an underlying asset;
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any fees, costs and expenses of a third-party registrar and transfer agent appointed by our managing member in connection with a series;
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the cost of the audit of the annual financial statements of our company or a series and the preparation of tax returns and circulation of reports to interest holders;
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any indemnification payments;
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the fees and expenses of counsel to our company or a series in connection with advice directly relating to its legal affairs;
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the costs of any other outside appraisers, valuation firms, accountants, attorneys or other experts or consultants engaged by our managing member in connection with the operations of our company or a series; and
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any similar expenses that may be determined to be Operating Expenses, as determined by our managing member in its reasonable discretion.
Our manager has agreed to pay and not be reimbursed for Operating Expenses incurred prior to the initial closing of each offering. Our 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 revenues generated from an underlying asset and cannot be covered by any Operating Expense reserves on the balance sheet of such underlying asset, our 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 our manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by such underlying asset (the “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.
Indemnification of our Manager
The operating agreement provides that neither our manager, nor any current or former directors, officers, employees, partners, shareholders, members, controlling persons, agents or independent contractors of our manager, nor members of the Advisory Board, nor persons acting at the request of our company in certain capacities with respect to other entities will be liable to our company, any series or any interest holders for any act or omission taken by them in connection with the business of our company or any series that has not been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to constitute fraud, willful misconduct or gross negligence.
Each series will indemnify these persons out of its assets against all liabilities and losses (including amounts paid in respect of judgments, fines, penalties or settlement of litigation, including legal fees and expenses) to which they become subject by virtue of serving our company or such series and with respect to any act or omission that has not been determined by a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to constitute fraud, willful misconduct or gross negligence.
Description of the Asset Management Agreement
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Each series will appoint our manager to serve as asset manager to manage the underlying assets related to such series pursuant to an asset management agreement. Except as set forth below and any guidance as may be established from time to time by our manager or the Advisory Board, our asset manager will have sole authority and complete discretion over the care, custody, maintenance and management of each underlying asset and to take any action that it deems necessary or desirable in connection therewith. Our asset manager will be authorized on behalf of each series to, among other things:
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create the asset maintenance policies for each underlying asset in consultation with the Advisory Board and oversee compliance with such maintenance policies;
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purchase and maintain insurance coverage for each underlying asset for the benefit of the series related to such asset;
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engage third-party independent contractors for the care, custody, maintenance and management of each underlying asset;
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develop standards for the care of each underlying asset while in storage;
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develop standards for the transportation and care of each underlying asset when outside of storage;
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reasonably make all determinations regarding the calculation of fees, expenses and other amounts relating to each underlying asset paid by the asset manager;
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deliver invoices to our manager for the payment of all fees and expenses incurred by the series in connection with the maintenance of its underlying asset and ensure delivery of payments to third parties for any such services; and
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generally perform any other act necessary to carry out its obligations under the asset management agreement.
Our asset manager will be paid a sourcing 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.
The asset management agreement will terminate on the earlier of: (i) one year after the date on which the relevant underlying assets have been liquidated and the obligations connected to the underlying assets (including contingent obligations) have been terminated, (ii) the removal of our manager as managing member of the series related to such assets, (iii) upon notice by one party to the other party of a party’s material breach of the asset management agreement or (iv) such other date as agreed between the parties to the asset management agreement.
Each series will indemnify our asset manager and its affiliates, and any of their respective directors, members, stockholders, partners, officers, employees or controlling persons, against all liabilities and losses (including amounts paid in respect of judgments, fines, penalties or settlement of litigation, including legal fees and expenses) to which such person may become subject in connection with any matter arising out of or in connection with the asset management agreement, except to the extent that any such losses result solely from the acts or omissions of such person that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such person’s fraud, willful misconduct or gross negligence.
Asset Selection
56
We will target a broad spectrum of assets to cater to a wide variety of demand. It is our objective to acquire a diverse collection of top tier contemporary art and collectibles sourced directly from living, mid-career artists as well as art collectors. We will pursue investments opportunistically whenever we can leverage our industry-specific knowledge, unique sourcing angle or our relationships to bring compelling investment opportunities to investors. We aim to acquire only the highest of caliber assets and to appropriately maintain, monitor and manage the collection for continued value appreciation and to enable respectful enjoyment and utilization by the investors and potential lessees.
Sourcing. Through our network of artists, galleries, collectors, and our Advisory Board, we will build a pipeline of compelling opportunities in the contemporary art and collectibles market, with the intent of driving returns for investors who own the applicable asset. Our sourcing angle combined with our data-driven approach to the investment process will provide us with opportunities that will help us capture demand in the market for particular assets. Our data-driven approach will help us study and identify the latest trends in the market to find artists and pieces which we believe will resonate with millennial values. We will consider factors such as rarity, significance, historical prices, originality, value, condition, and social trends when deciding whether or not to acquire an asset. We look forward to maintaining an ongoing list of investment opportunities and a database of interesting market trends across the various assets categories that we track.
Due Diligence. We will consider the growth potential, historical significance, ownership history, past valuation of the asset and comparable assets. Our diligence process will include a review of public auction data, opinions from art advisors in our network, precedent and comparable transactions, among other metrics. The diligence process will be a part of a memo that will be put together for investment review.
Investment Review. We will establish an investment committee (panel of experts, advisors, and independent members) to review the memo and vote to either approve or reject the assets. Regardless of the decision, the committee will draft a summary of their findings for internal record.
Asset Management. Once we acquire the asset, it will be insured and then transported and warehoused in a climate-controlled, highly secure location. During our hold period, we will monitor increases in market value and keep investors apprised any portfolio updates. We expect to loan the asset to museums or other interested parties (e.g., corporate offices/buildings) for fees that will then be distributed to investors.
Our asset selection criteria were established by our manager and are continually influenced by investor demand and current industry trends. The criteria are subject to change from time to time in the sole discretion of our manager. Although we cannot guarantee positive investment returns on the assets we acquire, we endeavor to select assets that are projected to generate positive return on investment, primarily based upon the asset’s value appreciation potential. Our manager, along with our Advisory Board, will endeavor to only select assets with known ownership history, certificates of authenticity, pre-purchase inspections, and other related records. Our manager, along with our Advisory Board, also considers the condition of the assets, historical significance, ownership history and provenance, and the historical valuation of the specific asset or comparable assets. Our manager, together with the Advisory Board, will review asset selection criteria at least annually. Our manager will seek approval from the Advisory Board for any major deviations from these criteria.
Through our network and Advisory Board, we believe that we will be able to identify and acquire art and other collectibles of the highest quality with the intent of driving returns for investors in the series of interests that owns the applicable asset. Concurrently, through the Public Platform, we aim to bring together a significantly larger number of potential buyers with asset sellers than traditional auction houses or dealers are able to achieve. Through this process, we believe we can source and syndicate assets more efficiently than the traditional markets and with significantly lower transaction and holding costs.
Asset Acquisition
57
From time to time, we or our affiliates may elect to acquire a work of art or collectible opportunistically prior to the offering process. In such cases, the proceeds from the associated offering, net of any brokerage fee, offering expenses or other acquisition expenses, will be used to reimburse us for the acquisition of the artwork or collectible or repay any loans made to our company, plus applicable interest, to acquire such artwork or collectible.
In the future, rather than pre-purchasing assets before the closing of an offering, we may negotiate with asset sellers for the exclusive right to market, for a period of time, a piece of art or collectible on the Public Platform to investors. We plan to achieve this by pre-negotiating a purchase price (and/or desired amount of liquidity) and entering into an asset purchase agreement with an asset seller which would close simultaneously upon the closing of the offering of interests in the series associated with that piece of art or collectible. Then, upon closing a successful offering, the asset seller would be compensated with a combination of cash proceeds from the offering and, if elected, equity ownership in the series associated with the piece of art or collectible being sold (as negotiated in the asset purchase agreement for such asset) and title to the asset would be held by, or for the benefit of, the applicable series.
Asset Liquidity
We intend to hold and manage all of the assets marketed on the Public Platform for an average of three to seven years. Liquidity for investors would be obtained by transferring their interests in a series (although a secondary market does not currently exist and there can be no guarantee that a secondary market for any series of interests will develop or that appropriate registrations to permit secondary trading will ever be obtained). However, should an offer to liquidate an entire asset materialize and be in the best interest of the investors, as determined by our asset manager, our asset manager together with the Advisory Board will consider the merits of such offers on a case-by-case basis and potentially sell the asset. Furthermore, should an asset become obsolete (e.g., lack investor demand for its interests) or suffer from a catastrophic event, our asset manager may choose to sell the asset. As a result of a sale under any circumstances, our asset manager would distribute the proceeds of such sale (together with any insurance proceeds in the case of a catastrophic event covered under the assets insurance contract) to the interest holders of the applicable series (after payment of any accrued liabilities or debt, including, but not limited to, balances outstanding under any Operating Expenses Reimbursement Obligation, on the asset or of the series at that time).
Secondary Trading
Overview
Public launched an interface on the Public Platform that provides investors
an efficient means to buy and sell their holdings via the PPEX ATS. As of the date hereof, the
PPEX ATS is the sole trading platform approved by our manager for secondary
transfers of interests (for the avoidance of doubt, transfers may occur outside
of
a trading platform).
Public launched an interface on the Public Platform that
enables investors to buy and sell their holdings via the PPEX ATS. North Capital is a broker-dealer registered with the
Commission and a member of FINRA and SIPC, and the PPEX ATS is registered with
the Commission and FINRA on Form ATS. Our company engaged North Capital to
receive orders to buy and
sell from interest holders and engaged Dalmore to execute trades through
the PPEX ATS. Dalmore is a
broker-dealer registered with the Commission and a member of FINRA and SIPC. Any trades are
subject to restrictions under state and federal securities laws, as well as the
transfer restrictions included in our operating agreement. State securities
laws may result in the inability to execute a trade based on, for instance, the
location of the buyer or seller, or the number of sales that a seller has
undertaken in the prior 12 months. The availability of the aforementioned interface does not
foreclose investors from either seeking liquidity outside of the Public
Platform through direct negotiation with prospective secondary purchasers or by
placing an order directly with the PPEX ATS after creating an account with PPEX
ATS.
58
Secondary transactions submitted through the Public Platform are
executed through Dalmore. In connection therewith, Dalmore currently receives a
commission of 5% of the gross proceeds (2.5% from the buyer and 2.5% from the
seller involved in a transaction) from sales of interests on the Public
Platform. These fees are subject to change, as further disclosed on the Public
Platform. For the avoidance of doubt, our company is not responsible for these
fees.
Secondary Trading by our Manager
Our manager may act as a buyer and seller of interests in any given series through the PPEX ATS. Prior to our manager participating in any secondary purchases or sales through the Public Platform, our manager intends to put in place internal procedures that (1) limit the participation of the manger to the period within 30 days after the filing of any annual report or semiannual report required under Regulation A covering the respective series, and (2) prevent our manager from making any secondary purchases or sales when in possession of material, non-public information.
Employees
Our company does not have any employees. All of our day-to-day operations are administered by Public employees on behalf of our manager.
Government Regulation
Regulation of the art and collectible industry varies from jurisdiction to jurisdiction and state to state. In any jurisdictions or states in which we operate, we may be required to obtain licenses and permits to conduct business, including dealer and sales licenses, and will be subject to local laws and regulations, including, but not limited to, import and export regulations, laws and regulations involving sales, use, value-added and other indirect taxes.
Claims arising out of actual or alleged violations of law could be asserted against us by individuals or governmental authorities and could expose us or each series of interests to significant damages or other penalties.
Legal Proceedings
None of our company, any series, our manager, our asset manager or any director or executive officer of our manager is presently subject to any material legal proceedings.
Allocations of Expenses
To the extent relevant, offering expenses, acquisition expenses, Operating Expenses, revenue generated from underlying assets and any indemnification payments made by our company will be allocated amongst the various interests in accordance with our manager’s allocation policy, a copy of which is available to investors upon written request to our manager. The allocation policy requires our 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 our 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 our manager or as otherwise set forth in the allocation policy. By way of example, as of the date hereof 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
|
59
|
|
|
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
|
|
|
|
Compliance work, including diligence related to the preparation of a series
|
|
Allocable pro rata to the number of underlying assets
|
|
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, our manager may revise and update the allocation policy from time to time in its reasonable discretion without further notice to investors.
60
Description of Property
Our company has no physical
property. Our manager, asset manager and Public are located at 6 Harrison
Street, 5th Floor, New York, NY 10013. Our manager currently leases space in a purpose-built, secure, temperature-controlled storage facility in New York for the purpose of storing the underlying assets in highly controlled environments, other than when they are being utilized for marketing or similar purposes.
61
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. As noted in the independent auditor’s report, the audit of our financial statements was conducted for the purpose of forming an opinion on both the consolidated financial statements as a whole and the series-level financial statements. 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, our company has been engaged primarily in acquiring underlying assets from our manager financed through promissory notes issued to our manager and developing the financial, offering and other materials to begin offering interests in various series through the Otis Platform and Public Platform.
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;
●
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.
Results of Operations
Revenues
As of December 31, 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.
62
For the year ended December 31, 2023, we incurred $72,409 in operating expenses, as compared to $300,230 in operating expenses for the year ended December 31, 2022. The following table summarizes the Operating Expenses by category:
|
Operating Expense
|
Year Ended December 31, 2023 | Year Ended December 31, 2022 | ||||
|
Organizational Costs
|
$
|
46,089 |
$
|
242,265 | ||
|
Sourcing Fees
|
$
|
- |
$
|
22,289 | ||
|
Transportation, Storage and Insurance
|
$
|
26,320 |
$
|
35,676 | ||
|
TOTALS
|
$
|
72,409 |
$
|
300,230 |
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
|
Year Ended December 31, 2023 | Year Ended December 31, 2022 | ||||
|
Series #KW
|
$
|
3,475 |
$
|
4,316 | ||
|
Series Drop 002
|
$
|
- |
$
|
2,946 | ||
|
Series Drop 003
|
$
|
1,796 |
$
|
3,152 | ||
|
Series Drop 004
|
$
|
- |
$
|
2,268 | ||
|
Series Drop 005
|
$
|
2,628 |
$
|
3,472 | ||
|
Series Drop 008
|
$
|
- |
$
|
2,157 | ||
|
Series Drop 009
|
$
|
- |
$
|
3,410 | ||
|
Series Drop 010
|
$
|
- |
$
|
2,918 | ||
|
Series Gallery Drop 011
|
$
|
2,155 |
$
|
3,089 | ||
|
Series Gallery Drop 012
|
$
|
2,937 |
$
|
3,758 | ||
| Series Gallery Drop 013 | $ | 2,628 | $ | 3,439 | ||
|
Series Gallery Drop 014
|
$
|
- |
$
|
2,946 | ||
|
Series Gallery Drop 015
|
$
|
- |
$
|
2,195 | ||
|
Series Gallery Drop 016
|
$
|
- |
$
|
2,895 | ||
|
Series Gallery Drop 017
|
$
|
3,936 |
$
|
3,240 | ||
|
Series Gallery Drop 018
|
$
|
- |
$
|
2,316 | ||
|
Series Gallery Drop 019
|
$
|
- |
$
|
2,096 | ||
|
Series Gallery Drop 021
|
$
|
- |
$
|
2,929 | ||
|
Series Gallery Drop 022
|
$
|
- |
$
|
2,945 | ||
|
Series Gallery Drop 023
|
$
|
- |
$
|
2,463 | ||
|
Series Gallery Drop 024
|
$
|
- |
$
|
2,360 | ||
|
Series Gallery Drop 026
|
$
|
- |
$
|
1,836 | ||
|
Series Gallery Drop 028
|
$
|
- |
$
|
2,892 | ||
|
Series Gallery Drop 029
|
$
|
- |
$
|
3,057 | ||
|
Series Gallery Drop 030
|
$
|
2,160 |
$
|
3,305 | ||
| Series Gallery Drop 031 | $ | 2,404 | $ | 3,207 | ||
|
Series Gallery Drop 032
|
$
|
- |
$
|
2,289 | ||
| Series Gallery Drop 033 | $ | - | $ | 2,906 | ||
|
Series Gallery Drop 034
|
$
|
4,459 |
$
|
5,298 | ||
|
Series Gallery Drop 035
|
$
|
- |
$
|
2,461 | ||
|
Series Gallery Drop 036
|
$
|
- |
$
|
3,033 | ||
|
Series Gallery Drop 037
|
$
|
- |
$
|
2,922 |
63
|
Series Gallery Drop 038
|
$
|
- |
$
|
2,294 | ||
|
Series Gallery Drop 039
|
$
|
2,508 |
$
|
3,314 | ||
| Series Gallery Drop 040 | $ | - | $ | 2,962 | ||
|
Series Gallery Drop 041
|
$
|
- |
$
|
2,826 | ||
| Series Gallery Drop 042 | $ | - | $ | 2,899 | ||
| Series Gallery Drop 043 | $ | - | $ | 3,062 | ||
| Series Gallery Drop 044 | $ | 5,759 | $ | 4,089 | ||
| Series Gallery Drop 046 | $ | 2,277 | $ | 3,146 | ||
| Series Gallery Drop 047 | $ | - | $ | 2,059 | ||
| Series Gallery Drop 048 | $ | 2,387 | $ | 3,206 | ||
| Series Gallery Drop 049 | $ | 2,621 | $ | 4,111 | ||
| Series Gallery Drop 050 | $ | - | $ | 2,295 | ||
| Series Gallery Drop 051 | $ | 1,992 | $ | 3,048 | ||
| Series Gallery Drop 052 | $ | - | $ | 1,984 | ||
| Series Gallery Drop 053 | $ | - | $ | 2,405 | ||
| Series Gallery Drop 054 | $ | - | $ | 2,019 | ||
| Series Gallery Drop 055 | $ | - | $ | 2,118 | ||
| Series Gallery Drop 056 | $ | - | $ | 2,025 | ||
| Series Gallery Drop 057 | $ | - | $ | 2,012 | ||
| Series Gallery Drop 058 | $ | - | $ | 2,027 | ||
| Series Gallery Drop 059 | $ | 2,452 | $ | 3,304 | ||
| Series Gallery Drop 060 | $ | - | $ | 1,656 | ||
| Series Gallery Drop 061 | $ | - | $ | 2,033 | ||
| Series Gallery Drop 062 | $ | - | $ | 2,256 | ||
| Series Gallery Drop 063 | $ | 2,049 | $ | 2,996 | ||
| Series Gallery Drop 064 | $ | 1,367 | $ | 3,065 | ||
| Series Gallery Drop 065 | $ | - | $ | 2,207 | ||
| Series Gallery Drop 066 | $ | 2,133 | $ | 3,327 | ||
| Series Gallery Drop 067 | $ | - | $ | 2,353 | ||
| Series Gallery Drop 068 | $ | - | $ | 2,040 | ||
| Series Gallery Drop 069 | $ | - | $ | 2,079 | ||
| Series Gallery Drop 070 | $ | - | $ | 2,065 | ||
| Series Gallery Drop 071 | $ | 2,319 | $ | 3,371 | ||
| Series Gallery Drop 072 | $ | - | $ | 2,982 | ||
| Series Gallery Drop 073 | $ | - | $ | 2,282 | ||
| Series Gallery Drop 074 | $ | - | $ | 2,199 | ||
| Series Gallery Drop 075 | $ | - | $ | 1,855 | ||
| Series Gallery Drop 076 | $ | - | $ | 2,140 | ||
| Series Gallery Drop 077 | $ | - | $ | 2,082 | ||
| Series Gallery Drop 078 | $ | - | $ | 2,209 | ||
| Series Gallery Drop 079 | $ | - | $ | 2,198 | ||
| Series Gallery Drop 080 | $ | - | $ | 2,008 | ||
| Series Gallery Drop 082 | $ | - | $ | 1,307 | ||
| Series Gallery Drop 083 | $ | - | $ | 2,283 | ||
| Series Gallery Drop 086 | $ | - | $ | 2,614 | ||
| Series Gallery Drop 089 | $ | - | $ | 2,032 | ||
| Series Gallery Drop 091 | $ | - | $ | 1,733 | ||
| Series Gallery Drop 093 | $ | - | $ | 2,107 |
64
| Series Gallery Drop 094 | $ | - | $ | 2,204 | ||
| Series Gallery Drop 095 | $ | - | $ | 2,116 | ||
| Series Gallery Drop 096 | $ | - | $ | 2,222 | ||
| Series Gallery Drop 098 | $ | - | $ | 2,002 | ||
| Series Gallery Drop 099 | $ | 2,694 | $ | 3,627 | ||
| Series Gallery Drop 100 | $ | - | $ | 2,016 | ||
| Series Gallery Drop 101 | $ | 2,944 | $ | 3,769 | ||
| Series Gallery Drop 102 | $ | - | $ | 2,000 | ||
| Series Gallery Drop 103 | $ | - | $ | 2,318 | ||
| Series Gallery Drop 104 | $ | - | $ | 1,997 | ||
| Series Gallery Drop 105 | $ | - | $ | 2,281 | ||
| Series Gallery Drop 107 | $ | - | $ | 2,034 | ||
| Series Gallery Drop 108 | $ | - | $ | 2,062 | ||
| Series Gallery Drop 109 | $ | - | $ | 2,201 | ||
| Series Gallery Drop 110 | $ | - | $ | 1,526 | ||
| Series Gallery Drop 111 | $ | - | $ | 2,021 | ||
| Series Gallery Drop 112 | $ | - | $ | 2,412 | ||
| Series Gallery Drop 113 | $ | - | $ | 2,344 | ||
| Series Gallery Drop 114 | $ | - | $ | 2,951 | ||
| Series Gallery Drop 115 | $ | - | $ | 2,257 | ||
| Series Gallery Drop 116 | $ | 3,198 | $ | 12,635 | ||
| Series Gallery Drop 117 | $ | 2,144 | $ | 5,499 | ||
| Series Gallery Drop 119 | $ | - | $ | 6,622 | ||
| Series Gallery Drop 121 | $ | - | $ | 3,479 | ||
| Series Gallery Drop 122 | $ | 2,813 | $ | 7,871 | ||
| Series Gallery Drop 123 | $ | 2,174 | $ | 4,924 | ||
|
TOTALS
|
$
|
72,409 |
$
|
300,230 |
Other Income/(Expenses)
For the year ended December 31, 2023, we incurred other expenses of $(597,695), in the form of net losses on asset sales of $(357,483), losses on impairment of $(240,263) and gain on investment sale of $51, as compared to other expenses of $(1,046,763), in the form of net losses on asset sales of $(348,102), gain on cancellation of promissory note of $9,253 and losses on impairment of $(707,914) for the year ended December 31, 2022. The following table summarizes the other income/(expenses) by series:
|
Series
|
Year Ended December 31, 2023 | Year Ended December 31, 2022 | ||||
| Series #KW(1) | $ | (48,500) | $ | - | ||
|
Series Drop 003(1)
|
$
|
28,700 |
$
|
- | ||
| Series Drop 004(1) | $ | - | $ | (28,114) | ||
|
Series Drop 005
|
$
|
- |
$
|
(9,750) | ||
|
Series Drop 008
|
$
|
- |
$
|
(4,860) | ||
|
Series Drop 009
|
$
|
- |
$
|
(225,000) | ||
| Series Gallery Drop 011 | $ | (20,800) | $ | - | ||
| Series Gallery Drop 013(1) | $ | (20,650) | $ | - | ||
|
Series Gallery Drop 015
|
$
|
- |
$
|
(14,490) | ||
|
Series Gallery Drop 018
|
$
|
- |
$
|
16,480 | ||
|
Series Gallery Drop 019
|
$
|
- |
$
|
(4,820) |
65
|
Series Gallery Drop 023
|
$
|
- |
$
|
20,000 | ||
|
Series Gallery Drop 024
|
$
|
- |
$
|
9,400 | ||
| Series Gallery Drop 026 | $ | - | $ | 105,000 | ||
| Series Gallery Drop 030 | $ | (17,350) | $ | - | ||
|
Series Gallery Drop 032
|
$
|
- |
$
|
4,066 | ||
| Series Gallery Drop 035 | $ | - | $ | (14,400) | ||
| Series Gallery Drop 038(1) | $ | - | $ | (22,905) | ||
| Series Gallery Drop 043(1) | $ | - | $ | (6,700) | ||
| Series Gallery Drop 046 | $ | (3,823) | $ | (6,455) | ||
| Series Gallery Drop 047 | $ | - | $ | 42,784 | ||
| Series Gallery Drop 048(1) | $ | (5,900) | $ | (22,147) | ||
| Series Gallery Drop 049(1) | $ | (171,976) | $ | - | ||
| Series Gallery Drop 050(1) | $ | - | $ | (17,829) | ||
| Series Gallery Drop 051(1) | $ | (5,952) | $ | (2,701) | ||
| Series Gallery Drop 052(1) | $ | - | $ | (5,112) | ||
| Series Gallery Drop 053 | $ | - | $ | (18,394) | ||
| Series Gallery Drop 054 | $ | - | $ | (5,093) | ||
| Series Gallery Drop 055(1) | $ | - | $ | (23,542) | ||
| Series Gallery Drop 056(1) | $ | - | $ | (8,860) | ||
| Series Gallery Drop 057 | $ | - | $ | 1,170 | ||
| Series Gallery Drop 058(1) | $ | - | $ | (11,622) | ||
| Series Gallery Drop 059 | $ | (12,364) | $ | - | ||
| Series Gallery Drop 060 | $ | - | $ | 91,415 | ||
| Series Gallery Drop 061 | $ | - | $ | (9,928) | ||
| Series Gallery Drop 062 | $ | - | $ | 7,037 | ||
| Series Gallery Drop 063(1) | $ | (10,685) | $ | - | ||
| Series Gallery Drop 064(1) | $ | (850) | $ | (11,956) | ||
| Series Gallery Drop 065 | $ | - | $ | 2,366 | ||
| Series Gallery Drop 066 | $ | (34,723) | $ | - | ||
| Series Gallery Drop 067(1) | $ | - | $ | (40,856) | ||
| Series Gallery Drop 068(1) | $ | - | $ | (15,242) | ||
| Series Gallery Drop 069 | $ | - | $ | (24,165) | ||
| Series Gallery Drop 070(1) | $ | - | $ | (18,055) | ||
| Series Gallery Drop 071(1) | $ | (60,399) | $ | (22,132) | ||
| Series Gallery Drop 072 | $ | - | $ | (130,197) | ||
| Series Gallery Drop 073 | $ | - | $ | (9,248) | ||
| Series Gallery Drop 074 | $ | - | $ | (3,045) | ||
| Series Gallery Drop 075 | $ | - | $ | (51,322) | ||
| Series Gallery Drop 076(1) | $ | - | $ | (5,322) | ||
| Series Gallery Drop 077(1) | $ | - | $ | (13,215) | ||
| Series Gallery Drop 078 | $ | - | $ | (47) | ||
| Series Gallery Drop 079 | $ | - | $ | (4,458) | ||
| Series Gallery Drop 080 | $ | - | $ | 13,574 | ||
| Series Gallery Drop 082 | $ | - | $ | 24,859 | ||
| Series Gallery Drop 083(1) | $ | - | $ | (9,699) | ||
| Series Gallery Drop 086(1) | $ | - | $ | (204,958) |
66
| Series Gallery Drop 089(1) | $ | - | $ | (21,416) | ||
| Series Gallery Drop 091 | $ | - | $ | (3,606) | ||
| Series Gallery Drop 093(1) | $ | - | $ | (31,447) | ||
| Series Gallery Drop 094 | $ | - | $ | (7,369) | ||
| Series Gallery Drop 095 | $ | - | $ | (20,039) | ||
| Series Gallery Drop 096(1) | $ | - | $ | (7,832) | ||
| Series Gallery Drop 098(1) | $ | - | $ | (10,785) | ||
| Series Gallery Drop 099 | $ | (25,728) | $ | - | ||
| Series Gallery Drop 100(1) | $ | - | $ | (3,837) | ||
| Series Gallery Drop 101 | $ | (107,403) | $ | - | ||
| Series Gallery Drop 102(1) | $ | - | $ | (6,895) | ||
| Series Gallery Drop 103 | $ | - | $ | 17,469 | ||
| Series Gallery Drop 104 | $ | - | $ | 12,987 | ||
| Series Gallery Drop 105(1) | $ | - | $ | 28,511 | ||
| Series Gallery Drop 107 | $ | - | $ | (13,846) | ||
| Series Gallery Drop 108 | $ | - | $ | (21,921) | ||
| Series Gallery Drop 109(1) | $ | - | $ | (18,700) | ||
| Series Gallery Drop 110 | $ | - | $ | 6,136 | ||
| Series Gallery Drop 111 | $ | - | $ | (9,782) | ||
| Series Gallery Drop 112(1) | $ | - | $ | (58,060) | ||
| Series Gallery Drop 113 | $ | - | $ | (43,757) | ||
| Series Gallery Drop 114 | $ | - | $ | (1,746) | ||
| Series Gallery Drop 115(1) | $ | - | $ | (8,978) | ||
| Series Gallery Drop 116(1) | $ | - | $ | (63,395 | ||
| Series Gallery Drop 117(1) | $ | (38,692) | $ | (13,508) | ||
| Series Gallery Drop 118 | $ | - | $ | 9,352 | ||
| Series Gallery Drop 119 | $ | - | $ | (54,980) | ||
| Series Gallery Drop 120 | $ | - | $ | (99) | ||
| Series Gallery Drop 121 | $ | - | $ | (10,732) | ||
| Series Gallery Drop 123 | $ | (40,600) | $ | - | ||
|
TOTALS
|
$
|
(597,695) |
$
|
(1,046,763) |
(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
67
For the year ended December 31, 2023, we recorded a $6,667 provision for income taxes, as compared to a $61,095 provision for income taxes for the year ended December 31, 2022. The following table summarizes income taxes by series:
|
Series
|
Year Ended December 31, 2023 | Year Ended December 31, 2022 | ||||
|
Series #KW
|
$
|
(50) |
$
|
(50) | ||
|
Series Drop 002
|
$
|
- |
$
|
(50) | ||
| Series Drop 003 | $ | (5,367) | $ | (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 | $ | - | $ | (3,024) | ||
| Series Gallery Drop 019 | $ | - | $ | (50) | ||
| Series Gallery Drop 021 | $ | - | $ | (50) | ||
| Series Gallery Drop 022 | $ | - | $ | (50) | ||
| Series Gallery Drop 023 | $ | - | $ | (2,983) | ||
| Series Gallery Drop 024 | $ | - | $ | (1,031) | ||
| Series Gallery Drop 026 | $ | - | $ | (50) | ||
| Series Gallery Drop 028 | $ | - | $ | (50) | ||
| Series Gallery Drop 029 | $ | - | $ | (50) | ||
| 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 | $ | - | $ | (10,208) | ||
| Series Gallery Drop 048 | $ | (50) | $ | (50) | ||
| Series Gallery Drop 049 | $ | (50) | $ | (50) |
68
| 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 | $ | - | $ | (22,576) | ||
| Series Gallery Drop 061 | $ | - | $ | (50) | ||
| Series Gallery Drop 062 | $ | - | $ | (816) | ||
| 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) | ||
| Series Gallery Drop 079 | $ | - | $ | (50) | ||
| Series Gallery Drop 080 | $ | - | $ | (2,597) | ||
| Series Gallery Drop 082 | $ | - | $ | (4,936) | ||
| 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 | $ | - | $ | (3,665) | ||
| Series Gallery Drop 104 | $ | - | $ | (2,513) | ||
| Series Gallery Drop 105 | $ | - | $ | (1,095) |
69
| Series Gallery Drop 107 | $ | - | $ | (50) | ||
| Series Gallery Drop 108 | $ | - | $ | (50) | ||
| Series Gallery Drop 109 | $ | - | $ | (50) | ||
| Series Gallery Drop 110 | $ | - | $ | (1,001) | ||
| 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 121 | $ | - | $ | (50) | ||
| Series Gallery Drop 122 | $ | (50) | $ | (50) | ||
|
Series Gallery Drop 123
|
$
|
(50) |
$
|
(50) | ||
|
TOTALS
|
$
|
(6,667) |
$
|
(61,095) |
Net Income/(Loss)
As a result of the cumulative effect of the foregoing factors, we incurred net losses of $676,771 and $1,408,088 for the years ended December 31, 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 years ended December 31, 2023 and 2022):
|
Series
|
Year Ended December 31, 2023 | Year Ended December 31, 2022 | ||||
|
Series #KW
|
$
|
(52,025) |
$
|
(4,366) | ||
|
Series Drop 002
|
$
|
- |
$
|
(2,996) | ||
|
Series Drop 003
|
$
|
21,537 |
$
|
(3,202) | ||
|
Series Drop 004
|
$
|
- |
$
|
(30,432) | ||
|
Series Drop 005
|
$
|
(2,678) |
$
|
(13,272) | ||
|
Series Drop 008
|
$
|
- |
$
|
(7,067) | ||
|
Series Drop 009
|
$
|
- |
$
|
(228,460) | ||
|
Series Drop 010
|
$
|
- |
$
|
(2,968) | ||
|
Series Gallery Drop 011
|
$
|
(23,005) |
$
|
(3,139) | ||
|
Series Gallery Drop 012
|
$
|
(2,987) |
$
|
(3,808) | ||
| Series Gallery Drop 013 | $ | (23,328) | $ | (3,489) | ||
|
Series Gallery Drop 014
|
$
|
- |
$
|
(2,996) | ||
|
Series Gallery Drop 015
|
$
|
- |
$
|
(16,735) | ||
|
Series Gallery Drop 016
|
$
|
- |
$
|
(2,945) | ||
|
Series Gallery Drop 017
|
$
|
(3,986) |
$
|
(3,290) | ||
|
Series Gallery Drop 018
|
$
|
- |
$
|
11,140 | ||
|
Series Gallery Drop 019
|
$
|
- |
$
|
(6,966) | ||
|
Series Gallery Drop 021
|
$
|
- |
$
|
(2,979) | ||
|
Series Gallery Drop 022
|
$
|
- |
$
|
(2,995) | ||
|
Series Gallery Drop 023
|
$
|
- |
$
|
14,554 | ||
|
Series Gallery Drop 024
|
$
|
- |
$
|
6,009 | ||
|
Series Gallery Drop 026
|
$
|
- |
$
|
103,114 | ||
|
Series Gallery Drop 028
|
$
|
- |
$
|
(2,942) | ||
|
Series Gallery Drop 029
|
$
|
- |
$
|
(3,107) | ||
|
Series Gallery Drop 030
|
$
|
(19,560) |
$
|
(3,355) |
70
| Series Gallery Drop 031 | $ | (2,454) | $ | (3,257) | ||
|
Series Gallery Drop 032
|
$
|
- |
$
|
1,727 | ||
| Series Gallery Drop 033 | $ | - | $ | (2,956) | ||
|
Series Gallery Drop 034
|
$
|
(4,509) |
$
|
(5,348) | ||
|
Series Gallery Drop 035
|
$
|
- |
$
|
(16,911) | ||
|
Series Gallery Drop 036
|
$
|
- |
$
|
(3,083) | ||
|
Series Gallery Drop 037
|
$
|
- |
$
|
(2,972) | ||
|
Series Gallery Drop 038
|
$
|
- |
$
|
(25,249) | ||
|
Series Gallery Drop 039
|
$
|
(2,558) |
$
|
(3,364) | ||
| Series Gallery Drop 040 | $ | - | $ | (3,012) | ||
|
Series Gallery Drop 041
|
$
|
- |
$
|
(2,876) | ||
| Series Gallery Drop 042 | $ | - | $ | (2,949) | ||
| Series Gallery Drop 043 | $ | - | $ | (9,812) | ||
| Series Gallery Drop 044 | $ | (5,809) | $ | (4,139) | ||
| Series Gallery Drop 046 | $ | (6,150) | $ | (9,651) | ||
| Series Gallery Drop 047 | $ | - | $ | 30,517 | ||
| Series Gallery Drop 048 | $ | (8,337) | $ | (25,403) | ||
| Series Gallery Drop 049 | $ | (174,647) | $ | (4,161) | ||
| Series Gallery Drop 050 | $ | - | $ | (20,174) | ||
| Series Gallery Drop 051 | $ | (7,994) | $ | (5,799) | ||
| Series Gallery Drop 052 | $ | - | $ | (7,146) | ||
| Series Gallery Drop 053 | $ | - | $ | (20,849) | ||
| Series Gallery Drop 054 | $ | - | $ | (7,162) | ||
| Series Gallery Drop 055 | $ | - | $ | (25,710) | ||
| Series Gallery Drop 056 | $ | - | $ | (10,935) | ||
| Series Gallery Drop 057 | $ | - | $ | (892) | ||
| Series Gallery Drop 058 | $ | - | $ | (13,699) | ||
| Series Gallery Drop 059 | $ | (14,866) | $ | (3,354) | ||
| Series Gallery Drop 060 | $ | - | $ | 67,183 | ||
| Series Gallery Drop 061 | $ | - | $ | (12,011) | ||
| Series Gallery Drop 062 | $ | - | $ | 3,965 | ||
| Series Gallery Drop 063 | $ | (12,784) | $ | (3,046) | ||
| Series Gallery Drop 064 | $ | (2,267) | $ | (15,071) | ||
| Series Gallery Drop 065 | $ | - | $ | 289 | ||
| Series Gallery Drop 066 | $ | (36,906) | $ | (3,377) | ||
| Series Gallery Drop 067 | $ | - | $ | (43,259) | ||
| Series Gallery Drop 068 | $ | - | $ | (17,332) | ||
| Series Gallery Drop 069 | $ | - | $ | (26,294) | ||
| Series Gallery Drop 070 | $ | - | $ | (20,170) | ||
| Series Gallery Drop 071 | $ | (62,768) | $ | (25,553) | ||
| Series Gallery Drop 072 | $ | - | $ | (133,229) | ||
| Series Gallery Drop 073 | $ | - | $ | (11,580) | ||
| Series Gallery Drop 074 | $ | - | $ | (5,294) | ||
| Series Gallery Drop 075 | $ | - | $ | (53,227) | ||
| Series Gallery Drop 076 | $ | - | $ | (7,512) | ||
| Series Gallery Drop 077 | $ | - | $ | (15,347) | ||
| Series Gallery Drop 078 | $ | - | $ | (2,126) | ||
| Series Gallery Drop 079 | $ | - | $ | (6,706) |
71
| Series Gallery Drop 080 | $ | - | $ | 8,969 | ||
| Series Gallery Drop 082 | $ | - | $ | 18,616 | ||
| Series Gallery Drop 083 | $ | - | $ | (12,032) | ||
| Series Gallery Drop 086 | $ | - | $ | (207,622) | ||
| Series Gallery Drop 089 | $ | - | $ | (23,498) | ||
| Series Gallery Drop 091 | $ | - | $ | (5,389) | ||
| Series Gallery Drop 093 | $ | - | $ | (33,604) | ||
| Series Gallery Drop 094 | $ | - | $ | (9,623) | ||
| Series Gallery Drop 095 | $ | - | $ | (22,205) | ||
| Series Gallery Drop 096 | $ | - | $ | (10,104) | ||
| Series Gallery Drop 098 | $ | - | $ | (12,837) | ||
| Series Gallery Drop 099 | $ | (28,472) | $ | (3,677) | ||
| Series Gallery Drop 100 | $ | - | $ | (5,903) | ||
| Series Gallery Drop 101 | $ | (110,397) | $ | (3,819) | ||
| Series Gallery Drop 102 | $ | - | $ | (8,945) | ||
| Series Gallery Drop 103 | $ | - | $ | 11,486 | ||
| Series Gallery Drop 104 | $ | - | $ | 8,477 | ||
| Series Gallery Drop 105 | $ | - | $ | 25,135 | ||
| Series Gallery Drop 107 | $ | - | $ | (15,930) | ||
| Series Gallery Drop 108 | $ | - | $ | (24,033) | ||
| Series Gallery Drop 109 | $ | - | $ | (20,951) | ||
| Series Gallery Drop 110 | $ | - | $ | 3,609 | ||
| Series Gallery Drop 111 | $ | - | $ | (11,853) | ||
| Series Gallery Drop 112 | $ | - | $ | (60,522) | ||
| Series Gallery Drop 113 | $ | - | $ | (46,151) | ||
| Series Gallery Drop 114 | $ | - | $ | (4,747) | ||
| Series Gallery Drop 115 | $ | - | $ | (11,285) | ||
| Series Gallery Drop 116 | $ | (3,248) | $ | (76,030) | ||
| Series Gallery Drop 117 | $ | (40,886) | $ | (19,057) | ||
| Series Gallery Drop 118 | $ | - | $ | 9,352 | ||
| Series Gallery Drop 119 | $ | - | $ | (61,652) | ||
| Series Gallery Drop 120 | $ | - | $ | (99) | ||
| Series Gallery Drop 121 | $ | - | $ | (14,261) | ||
| Series Gallery Drop 122 | $ | (2,863) | $ | (7,921) | ||
| Series Gallery Drop 123 | $ | (42,824) | $ | (4,974) | ||
|
TOTALS
|
$
|
(676,771) |
$
|
(1,408,088) |
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.
72
Cash and Cash Equivalent Balances
As of December 31, 2023 and 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 December 31, 2023 and 2022, series had $36,485 and $12,409 on hand, respectively. The following table summarizes the cash and cash equivalents by series:
|
Series
|
Year Ended December 31, 2023 | Year Ended December 31, 2022 | ||||
|
Series #KW
|
$
|
125 |
$
|
125 | ||
|
Series Drop 003
|
$
|
7,490 |
$
|
61 | ||
|
Series Drop 005
|
$
|
445 |
$
|
445 | ||
|
Series Gallery Drop 011
|
$
|
593 |
$
|
97 | ||
|
Series Gallery Drop 012
|
$
|
2,493 |
$
|
2,494 | ||
| Series Gallery Drop 013 | $ | 388 | $ | 388 | ||
|
Series Gallery Drop 017
|
$
|
259 |
$
|
259 | ||
|
Series Gallery Drop 030
|
$
|
296 |
$
|
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
|
$
|
3,393 |
$
|
50 | ||
|
Series Gallery Drop 048
|
$
|
50 |
$
|
50 | ||
|
Series Gallery Drop 049
|
$
|
1,892 |
$
|
50 | ||
|
Series Gallery Drop 051
|
$
|
2,842 |
$
|
50 | ||
|
Series Gallery Drop 059
|
$
|
1,826 |
$
|
50 | ||
|
Series Gallery Drop 063
|
$
|
977 |
$
|
50 | ||
|
Series Gallery Drop 064
|
$
|
2,129 |
$
|
50 | ||
|
Series Gallery Drop 066
|
$
|
3,432 |
$
|
50 | ||
|
Series Gallery Drop 071
|
$
|
1,638 |
$
|
50 | ||
|
Series Gallery Drop 075
|
$
|
- |
$
|
4,175 | ||
|
Series Gallery Drop 099
|
$
|
107 |
$
|
50 | ||
|
Series Gallery Drop 101
|
$
|
1,489 |
$
|
50 | ||
|
Series Gallery Drop 113
|
$
|
- |
$
|
50 | ||
| Series Gallery Drop 116 | $ | 50 | $ | 50 | ||
| Series Gallery Drop 117 | $ | 966 | $ | 50 | ||
| Series Gallery Drop 119 | $ | - | $ | 50 | ||
| Series Gallery Drop 122 | $ | 50 | $ | 50 | ||
|
Series Gallery Drop 123
|
$
|
209 |
$
|
50 | ||
|
TOTALS
|
$
|
36,485 |
$
|
12,409 |
Distributions
During the year ended December 31, 2023,
our company made distributions of $525,952 on a total consolidated basis, as
compared to distributions of $2,884,548 on a total consolidated basis during the year ended December 31, 2022, in connection with the dispositions of the
underlying assets of the following series:
|
Series
|
Year Ended December 31, 2023 | Year Ended December 31, 2022 | ||||
|
Series Drop 002(1)
|
$
|
- |
$
|
30,000 | ||
| Series Drop 003 | $ | 55,270 | $ | - | ||
|
Series Drop 004
|
$
|
- |
$
|
16,930 | ||
|
Series Drop 008
|
$
|
- |
$
|
30,950 |
73
|
Series Drop 009
|
$
|
- |
$
|
87,555 | ||
|
Series Drop 010(1)
|
$
|
- |
$
|
24,000 | ||
| Series Drop 011 | $ | 1,703 | $ | - | ||
|
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 030 | $ | 6,523 | $ | - | ||
|
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 046 | $ | 37,233 | $ | - | ||
| Series Gallery Drop 047 | $ | - | $ | 72,030 | ||
| Series Gallery Drop 049 | $ | 41,058 | $ | - | ||
| Series Gallery Drop 050 | $ | - | $ | 9,765 | ||
| Series Gallery Drop 051 | $ | 17,656 | $ | - | ||
| 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 059 | $ | 59,824 | $ | - | ||
| Series Gallery Drop 060 | $ | - | $ | 140,014 | ||
| Series Gallery Drop 061 | $ | - | $ | 12,128 | ||
| Series Gallery Drop 062 | $ | - | $ | 22,502 | ||
| Series Gallery Drop 063 | $ | 8,423 | $ | - | ||
| Series Gallery Drop 064 | $ | 17,171 | $ | - | ||
| Series Gallery Drop 065 | $ | - | $ | 27,530 | ||
| Series Gallery Drop 066 | $ | 22,053 | $ | - | ||
| Series Gallery Drop 067 | $ | - | $ | 19,276 |
74
| Series Gallery Drop 068 | $ | - | $ | 8,830 | ||
| Series Gallery Drop 069 | $ | - | $ | 7,474 | ||
| Series Gallery Drop 070 | $ | - | $ | 10,824 | ||
| Series Gallery Drop 071 | $ | 16,013 | $ | - | ||
| Series Gallery Drop 072 | $ | - | $ | 127,400 | ||
| Series Gallery Drop 073 | $ | - | $ | 18,826 | ||
| Series Gallery Drop 074 | $ | - | $ | 12,144 | ||
| Series Gallery Drop 075 | $ | 4,185 | $ | - | ||
| 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 099 | $ | 104,443 | $ | - | ||
| Series Gallery Drop 100 | $ | - | $ | 13,748 | ||
| Series Gallery Drop 101 | $ | 71,161 | $ | - | ||
| 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 | $ | 11,390 | $ | - | ||
| Series Gallery Drop 114(1) | $ | - | $ | 11,084 | ||
| Series Gallery Drop 115 | $ | - | $ | 6,798 | ||
| Series Gallery Drop 117 | $ | 18,983 | $ | - | ||
| Series Gallery Drop 119 | $ | 29,210 | $ | - | ||
| Series Gallery Drop 121 | $ | - | $ | 20,336 | ||
| Series Gallery Drop 123 | $ | 3,653 | $ | - | ||
|
TOTALS
|
$
|
525,952 |
$
|
2,884,548 |
75
(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 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 date. As of December 31, 2023 and 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 December 31, 2023 and 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 December 31, 2023, our
company had $202,253 due to our manager, with $67,240 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, 2023 as detailed in the table below:
|
Series
|
Other
|
Accounting
|
Storage
|
|
|
Provision for Income Tax
|
Insurance
|
Total Due to Manager
|
||||||||||
|
Series #KW
|
$
|
472
|
$
|
1,326
|
$
|
363
|
|
$
|
50
|
$
|
1,314
|
$
|
3,525
|
|||||
|
Series Drop 003
|
|
$
|
244
|
|
$
|
1,086
|
|
$
|
354
|
|
$
|
-
|
|
$
|
111
|
|
$
|
1,795
|
|
Series Drop 005
|
|
$
|
472
|
|
$
|
1,327
|
|
$
|
363
|
|
$
|
50
|
|
$
|
466
|
|
$
|
2,678
|
|
Series Gallery Drop 011
|
|
$
|
387
|
|
$
|
1,327
|
|
$
|
324
|
|
$
|
50
|
|
$
|
116
|
|
$
|
2,204
|
|
Series Gallery Drop 012
|
|
$
|
471
|
|
$
|
1,327
|
|
$
|
363
|
|
$
|
50
|
|
$
|
775
|
|
$
|
2,986
|
|
Series Gallery Drop 013
|
|
$
|
472
|
|
$
|
1,327
|
|
$
|
363
|
|
$
|
50
|
|
$
|
466
|
|
$
|
2,678
|
|
Series Gallery Drop 017
|
|
$
|
472
|
|
$
|
1,327
|
|
$
|
1,863
|
|
$
|
50
|
|
$
|
274
|
|
$
|
3,986
|
|
Series Gallery Drop 030
|
|
$
|
388
|
|
$
|
1,327
|
|
$
|
324
|
|
$
|
50
|
|
$
|
121
|
|
$
|
2,210
|
|
Series Gallery Drop 031
|
|
$
|
472
|
|
$
|
1,327
|
|
$
|
363
|
|
$
|
50
|
|
$
|
242
|
|
$
|
2,454
|
76
|
Series Gallery Drop 034
|
|
$
|
472
|
|
$
|
1,327
|
|
$
|
363
|
|
$
|
50
|
|
$
|
2,297
|
|
$
|
4,509
|
|
Series Gallery Drop 039
|
|
$
|
472
|
|
$
|
1,327
|
|
$
|
363
|
|
$
|
50
|
|
$
|
346
|
|
$
|
2,558
|
|
Series Gallery Drop 044
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Series Gallery Drop 046
|
|
$
|
388
|
|
$
|
1,327
|
|
$
|
324
|
|
$
|
50
|
|
$
|
237
|
|
$
|
2,326
|
|
Series Gallery Drop 048
|
|
$
|
472
|
|
$
|
1,327
|
|
$
|
363
|
|
$
|
50
|
|
$
|
225
|
|
$
|
2,437
|
|
Series Gallery Drop 049
|
|
$
|
285
|
|
$
|
1,327
|
|
$
|
268
|
|
$
|
50
|
|
$
|
741
|
|
$
|
2,671
|
|
Series Gallery Drop 051
|
|
$
|
285
|
|
$
|
1,327
|
|
$
|
268
|
|
$
|
50
|
|
$
|
112
|
|
$
|
2,042
|
|
Series Gallery Drop 059
|
|
$
|
388
|
|
$
|
1,327
|
|
$
|
365
|
|
$
|
50
|
|
$
|
372
|
|
$
|
2,502
|
|
Series Gallery Drop 063
|
|
$
|
333
|
|
$
|
1,327
|
|
$
|
300
|
|
$
|
50
|
|
$
|
89
|
|
$
|
2,099
|
|
Series Gallery Drop 064
|
|
$
|
112
|
|
$
|
1,086
|
|
$
|
114
|
|
$
|
50
|
|
$
|
55
|
|
$
|
1,417
|
|
Series Gallery Drop 066
|
|
$
|
285
|
|
$
|
1,327
|
|
$
|
268
|
|
$
|
50
|
|
$
|
253
|
|
$
|
2,183
|
|
Series Gallery Drop 071
|
|
$
|
332
|
|
$
|
1,327
|
|
$
|
300
|
|
$
|
50
|
|
$
|
360
|
|
$
|
2,369
|
|
Series Gallery Drop 099
|
|
$
|
389
|
|
$
|
1,327
|
|
$
|
324
|
|
$
|
50
|
|
$
|
654
|
|
$
|
2,744
|
|
Series Gallery Drop 101
|
|
$
|
389
|
|
$
|
1,327
|
|
$
|
324
|
|
$
|
50
|
|
$
|
904
|
|
$
|
2,994
|
|
Series Gallery Drop 116
|
|
$
|
472
|
|
$
|
1,327
|
|
$
|
363
|
|
$
|
50
|
|
$
|
1,036
|
|
$
|
3,248
|
|
Series Gallery Drop 117
|
|
$
|
171
|
|
$
|
1,086
|
|
$
|
172
|
|
$
|
50
|
|
$
|
165
|
|
$
|
1,644
|
|
Series Gallery Drop 122
|
|
$
|
472
|
|
$
|
1,327
|
|
$
|
404
|
|
$
|
50
|
|
$
|
610
|
|
$
|
2,863
|
|
Series Gallery Drop 123
|
|
$
|
285
|
|
$
|
1,327
|
|
$
|
268
|
|
$
|
50
|
|
$
|
188
|
|
$
|
2,118
|
|
TOTALS
|
$
|
9,852
|
$
|
33,778
|
$
|
9,831
|
|
$
|
1,250
|
$
|
12,529
|
$
|
67,240
|
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
|
|
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
|
77
|
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
78
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.
79
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 December 31, 2023 and 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:
80
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.
81
The Manager
Our company operates under the direction of our manager, which, in turn, is managed by its parent, Public. Our manager is responsible for directing the operations of our business, directing our day-to-day affairs, and implementing our investment strategy. Our manager may establish an Advisory Board that would make decisions with respect to all asset acquisitions, dispositions and maintenance schedules. Our manager is not required to devote all of its time to our business and are only required to devote such time to our affairs as their duties require. Our manager is responsible for determining maintenance required in order to maintain or improve an asset’s quality (if necessary), determining how to monetize the underlying assets at revenue-generating events in order to generate profits and evaluating potential sale offers, which may lead to the liquidation of the underlying asset or other series as the case may be.
We will follow guidelines adopted by our manager and implement policies set forth in the operating agreement unless otherwise modified by our manager. Our manager may establish further written policies and will monitor our administrative procedures, investment operations and performance to ensure that the policies are fulfilled. Our manager may change our objectives at any time without approval of our interest holders. Our manager itself has no track record and is relying on the track record of its individual officers, directors and advisors.
Our manager performs its duties and responsibilities pursuant to the operating agreement. Our manager maintains a contractual, as opposed to a fiduciary relationship, with us and our interest holders. Furthermore, we have agreed to limit the liability of our manager and to indemnify our manager against certain liabilities.
The responsibilities of our manager include the following:
Asset Sourcing and Disposition Services
●
together with members of the Advisory Board, define and oversee the overall underlying asset sourcing and disposition strategy;
●
manage our asset sourcing activities, including creating the asset acquisition policy, organizing and evaluating due diligence for specific asset acquisition opportunities and structuring partnerships with collectors, brokers and dealers who may provide opportunities to source quality assets;
●
negotiate and structure the terms and conditions of acquisitions of assets with asset sellers;
●
evaluate any potential asset takeover offers from third parties, which may result in asset dispositions, sales or other liquidity transactions;
●
structure and negotiate the terms and conditions of transactions pursuant to which underlying assets may be sold or otherwise disposed;
Services in Connection with an Offering
●
create and manage all series for offerings related to underlying assets on the Public Platform;
●
develop offering materials, including the determination of its specific terms and structure and description of the underlying assets;
●
create and submit all necessary regulatory filings, including, but not limited to, Commission filings and financial audits and coordinate with the broker of record, lawyers, accountants and escrow agents as necessary in such processes;
●
prepare all marketing materials related to offerings and obtain approval for such materials from the broker of record;
82
●
together with the broker of record, coordinate the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions;
●
create and implement various technology services, transactional services and electronic communications related to any offerings;
●
all other necessary offering related services;
Asset Monetization Services
●
create and manage all revenue-generating events and determine participation in such programs by any underlying assets;
●
evaluate and enter into service provider contracts related to the operation of revenue-generating events;
●
allocate revenues and costs related to revenue-generating events to the appropriate series in accordance with our allocation policy;
●
approve potential joint ventures, limited partnerships and other such relationships with third parties related to asset monetization and revenue-generating events;
Interest Holder Relationship Services
●
provide any appropriate updates related to underlying assets or offerings electronically or through the Public Platform;
●
manage communications with interest holders, including answering e-mails and preparing and sending written and electronic reports and other communications;
●
establish technology infrastructure to assist in providing interest holder support and services;
●
determine our distribution policy and determine amounts of and authorize Free Cash Flow distributions from time to time;
●
maintain Free Cash Flow funds in deposit accounts or investment accounts for the benefit of a series;
Administrative Services
●
manage and perform the various administrative functions necessary for our day-to-day operations;
●
provide financial and operational planning services and collection management functions, including determination, administration and servicing of any Operating Expenses Reimbursement Obligation made to our company or any series by our manager to cover any Operating Expense shortfalls;
●
administer the potential issuance of additional interests to cover any potential Operating Expense shortfalls;
●
maintain accounting data and any other information concerning our activities as will be required to prepare and to file all periodic financial reports and required to be filed with the Commission and any other regulatory agency, including annual and semiannual financial statements;
●
maintain all appropriate books and records for our company and all the series;
●
obtain and update market research and economic and statistical data in connection with the underlying assets and the general collectible market;
83
●
oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters;
●
supervise the performance of such ministerial and administrative functions as may be necessary in connection with our daily operations;
●
provide all necessary cash management services;
●
manage and coordinate with the transfer agent, if any, the process of making distributions and payments to interest holders or the transfer or resale of securities as may be permitted by law;
●
evaluate and obtain adequate insurance coverage for the underlying assets based upon risk management determinations;
●
provide timely updates related to the overall regulatory environment affecting our company, as well as managing compliance with regulatory matters;
●
evaluate our corporate governance structure and appropriate policies and procedures related thereto; and
●
oversee all reporting, record keeping, internal controls and similar matters in a manner to allow us to comply with applicable law.
Directors, Executive Officers and Key Employees of our Manager
The following table sets forth the name and position of each of
the current executive officers, directors and significant employees of our
manager.
|
Name
|
|
Position
|
|
Age
|
|
Term of
Office (Beginning)
|
|
Approximate
hours per week for part-time employees
|
|
Keith Marshall(1)
|
|
President,
Secretary, Treasurer & Sole Director
|
|
37
|
|
March 2022
|
|
N/A
|
|
|
(1)
|
Mr. Marshall is
the sole officer and director of our manager, and is employed by Public
People LLC, a wholly owned subsidiary of Public.
|
Key Employees of Public
Jannick Malling: Mr.
Malling is an entrepreneur in the financial technology space with deep
expertise in design and elegant product experience. As founder and co-CEO of
Public, he has pioneered fractional trading investing technology and
redefined the self-directed investing experience. Prior to Public, Mr. Malling was
co-founder & CEO of Tradable; he began his career at Saxo Bank, the
original online trading service in Europe.
Leif Abraham: Mr.
Abraham is an entrepreneur, founder and investor. He is a co-CEO of investing
platform Public. Prior to Public, he was co-founder and CEO of AND.CO,
which he grew to become one of the largest freelancing software companies in
the world. AND.CO was acquired by Fiverr (NYSE: FVRR) in 2018. Mr. Abraham is an investor in companies like Ro Health,
Orum and Catch. He was named one of the “Top 10 Minds in Digital” by Adweek, is
a double Cannes Lions Grand Prix winner and has won an MTV Music Award.
Keith Marshall: See “—Directors, Executive Officers and Key Employees of our Manager.”
84
There are no arrangements or understandings known to us pursuant
to which any director was or is to be selected as a director or nominee. There
are no agreements or understandings for any executive officer or director to
resign at the request of another person, and no officer or director is acting
on behalf of, nor will any of them act, at the direction of any other person.
There are no family relationships among the foregoing.
To the best of our knowledge, none of the foregoing individuals has, during the past five years:
●
been convicted in a criminal proceeding (excluding traffic violations and other minor offences); or
●
had any petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of, such person, any partnership in which he was general partner at or within two years before the time of such filing or any corporation or business association of which he was an executive officer at or within two years before the time of such filing.
Advisory Board
Responsibilities of the Advisory Board
The Advisory Board, when and if constituted, will support our company, our asset manager and our manager and consists of advisors to our manager. It is anticipated that the Advisory Board will review our relationship with, and the performance of, our manager, and generally approve the terms of any material or related-party transactions. In addition, it is anticipated that the Advisory Board will be responsible for the following:
●
approving, permitting deviations from, making changes to and annually reviewing the asset acquisition policy;
●
evaluating all asset acquisitions;
●
evaluating any third-party offers for asset acquisitions and approving asset dispositions that are in the best interest of our company and our interest holders;
●
providing guidance with respect to the appropriate levels of insurance costs specific to each individual asset;
●
reviewing material conflicts of interest that arise, or are reasonably likely to arise, with our manager, on the one hand, and our company, a series or the other members, on the other hand, or our company or a series, on the one hand, and another series, on the other hand;
●
approving any material transaction between our company or a series, on the one hand, and our manager or any of its affiliates, another series or an interest holder, on the other hand, other than for the purchase of interests;
●
reviewing the total fees, expenses, assets, revenues and availability of funds for distributions to our interest holders at least annually or with sufficient frequency to determine that the expenses incurred are reasonable in light of the investment performance of the assets, and that funds available for distributions to interest holders are in accordance with our policies; and
●
approving any service providers appointed by our manager in respect of the underlying assets.
The resolution of any conflict of interest approved by the Advisory Board shall be conclusively deemed fair and reasonable to our company and its interest holders and not a breach of any duty at law, in equity or otherwise. The members of the Advisory Board will not be managers or officers of our company or any series and will not have fiduciary or other duties to the interest holders of any series.
85
Compensation of the Advisory Board
Our manager will compensate the Advisory Board or their nominees (as so directed by an Advisory Board member) for their service. As such, it is anticipated that their costs will not be borne by any given series.
Members of the Advisory Board
We have already established an informal network of expert advisors who support or company in asset acquisitions, valuations and negotiations, but we have not yet established a formal Advisory Board.
Compensation of Executive Officers
We do not currently have any employees, nor do we currently intend to hire any employees who will be compensated directly by our company. Employees of Public manage our day-to-day affairs on behalf of our manager; oversee the review, selection and recommendation of investment opportunities; service acquired investments; and monitor the performance of these investments to ensure that they are consistent with our investment objectives. Each of these individuals receives compensation for his or her services, including services performed for us on behalf of our manager, from our manager. Although we will indirectly bear some of the costs of the compensation paid to these individuals, through fees we pay to our manager, we do not intend to pay any compensation directly to these individuals.
Compensation of Manager
Our manager will receive reimbursement for costs incurred relating to this and other offerings (e.g., offering expenses and acquisition expenses) and, in its capacity as our asset manager, a sourcing fee. Neither our manager nor its affiliates will receive any selling commissions or dealer manager fees in connection with any offering.
During the year ended December 31, 2023, cost reimbursements in the amount of $1,108 were paid to our manager, as compared to $23,770 of sourcing fees and cost reimbursements during the year ended December 31, 2022. The following table summarizes cost reimbursements and sourcing fees paid to our manager by series during the years ended December 31, 2023 and 2022:
|
Series
|
Year Ended December 31, 2023 | Year Ended December 31, 2022 | ||
|
Series Drop 003
|
$ | 1 | $ | - |
| Series Drop 004 | $ | - | $ | 7 |
|
Series Drop 008
|
$ | - | $ | 8 |
|
Series Drop 009
|
$ | - | $ | 32 |
| Series Gallery Drop 011 | $ | 7 | $ | - |
|
Series Gallery Drop 015
|
$ | - | $ | 5 |
|
Series Gallery Drop 018
|
$ | - | $ | 2 |
|
Series Gallery Drop 019
|
$ | - | $ | 2 |
|
Series Gallery Drop 023
|
$ | - | $ | 3 |
|
Series Gallery Drop 024
|
$ | - | $ | 3 |
|
Series Gallery Drop 026
|
$ | - | $ | 15 |
|
Series Gallery Drop 027
|
$ | - | $ | 134 |
| Series Gallery Drop 030 | $ | 19 | $ | - |
|
Series Gallery Drop 032
|
$ | - | $ | 22 |
|
Series Gallery Drop 035
|
$ | - | $ | 6 |
|
Series Gallery Drop 038
|
$ | - | $ | 70 |
|
Series Gallery Drop 045
|
$ | - | $ | 110 |
| Series Gallery Drop 046 | $ | 29 | $ | - |
|
Series Gallery Drop 047
|
$ | - | $ | 20 |
86
| Series Gallery Drop 049 | $ | 200 | $ | - |
|
Series Gallery Drop 050
|
$ | - | $ | 6 |
| Series Gallery Drop 051 | $ | 7 | $ | - |
|
Series Gallery Drop 052
|
$ | - | $ | 8 |
|
Series Gallery Drop 053
|
$ | - | $ | 40 |
|
Series Gallery Drop 054
|
$ | - | $ | 14 |
|
Series Gallery Drop 055
|
$ | - | $ | 27 |
|
Series Gallery Drop 056
|
$ | - | $ | 4 |
|
Series Gallery Drop 057
|
$ | - | $ | 14 |
|
Series Gallery Drop 058
|
$ | - | $ | 11 |
| Series Gallery Drop 059 | $ | 36 | $ | - |
|
Series Gallery Drop 060
|
$ | - | $ | 36 |
|
Series Gallery Drop 061
|
$ | - | $ | 23 |
|
Series Gallery Drop 062
|
$ | - | $ | 12 |
| Series Gallery Drop 063 | $ | 17 | $ | - |
| Series Gallery Drop 064 | $ | 24 | $ | - |
|
Series Gallery Drop 065
|
$ | - | $ | 21 |
| Series Gallery Drop 066 | $ | 80 | $ | - |
|
Series Gallery Drop 067
|
$ | - | $ | 24 |
|
Series Gallery Drop 068
|
$ | - | $ | 20 |
|
Series Gallery Drop 069
|
$ | - | $ | 1 |
|
Series Gallery Drop 070
|
$ | - | $ | 26 |
| Series Gallery Drop 071 | $ | 92 | $ | - |
|
Series Gallery Drop 072
|
$ | - | $ | 250 |
|
Series Gallery Drop 073
|
$ | - | $ | 34 |
|
Series Gallery Drop 074
|
$ | - | $ | 8 |
|
Series Gallery Drop 076
|
$ | - | $ | 36 |
|
Series Gallery Drop 077
|
$ | - | $ | 8 |
|
Series Gallery Drop 078
|
$ | - | $ | 6 |
|
Series Gallery Drop 079
|
$ | - | $ | 16 |
|
Series Gallery Drop 080
|
$ | - | $ | 5 |
|
Series Gallery Drop 082
|
$ | - | $ | 53 |
|
Series Gallery Drop 083
|
$ | - | $ | 5 |
|
Series Gallery Drop 086
|
$ | - | $ | 58 |
|
Series Gallery Drop 089
|
$ | - | $ | 10 |
|
Series Gallery Drop 091
|
$ | - | $ | 23 |
|
Series Gallery Drop 093
|
$ | - | $ | 13 |
|
Series Gallery Drop 094
|
$ | - | $ | 9 |
|
Series Gallery Drop 095
|
$ | - | $ | 34 |
|
Series Gallery Drop 096
|
$ | - | $ | 13 |
|
Series Gallery Drop 097
|
$ | - | $ | 29 |
|
Series Gallery Drop 098
|
$ | - | $ | 12 |
| Series Gallery Drop 099 | $ | 35 | $ | - |
|
Series Gallery Drop 100
|
$ | - | $ | 19 |
| Series Gallery Drop 101 | $ | 174 | $ | - |
|
Series Gallery Drop 102
|
$ | - | $ | 9 |
|
Series Gallery Drop 103
|
$ | - | $ | 16 |
|
Series Gallery Drop 104
|
$ | - | $ | 3 |
87
|
Series Gallery Drop 105
|
$ | - | $ | 50 |
|
Series Gallery Drop 107
|
$ | - | $ | 20 |
|
Series Gallery Drop 108
|
$ | - | $ | 26 |
|
Series Gallery Drop 110
|
$ | - | $ | 3 |
|
Series Gallery Drop 111
|
$ | - | $ | 3 |
|
Series Gallery Drop 112
|
$ | - | $ | 65 |
|
Series Gallery Drop 115
|
$ | - | $ | 2 |
|
Series Gallery Drop 116
|
$ | - | $ | 8,464 |
|
Series Gallery Drop 117
|
$ | 272 | $ | 3,514 |
|
Series Gallery Drop 119
|
$ | - | $ | 3,100 |
|
Series Gallery Drop 121
|
$ | - | $ | 1,288 |
|
Series Gallery Drop 122
|
$ | - | $ | 4,127 |
|
Series Gallery Drop 123
|
$ | 117 | $ | 1,714 |
|
TOTALS
|
$ | 1,108 | $ | 23,770 |
Our manager will receive cost reimbursements and sourcing fees for each subsequent series offering that closes as detailed in the respective Offering Statement.
88
Our company and each series are managed by our manager. Upon designation of each series, our manager was granted a single interest in each series and became the initial member holding 100% of the then-outstanding interests of each series. At the closing of each offering, our manager or its affiliates will purchase a minimum of 2% and up to a maximum of 19.99% of the interests sold in each offering for the same price as all other investors, although such minimum and maximum thresholds may be waived or modified by our manager in its sole discretion. Our manager may sell its interests from time to time after the closing of each offering in its sole discretion. Our manager has no present intention to sell its interests, and any future sales would be based upon our manager’s potential need for capital, market prices of the interests at the time of a proposed sale and other factors that a reasonable investor might consider in connection with the sale of securities similar to the interests. The address of our manager is 6 Harrison Street, 5th Floor, New York, NY 10013.
As of the date of this report, our manager owns the following securities:
|
Series
|
Number of Interests Owned | Percent of Outstanding Interests Owned | ||
|
Series #KW
|
900 | 9.00% | ||
|
Series Drop 005
|
160 | 12.80% | ||
|
Series Gallery Drop 012
|
1,458 | 72.90% | ||
|
Series Gallery Drop 013
|
145 | 9.67% | ||
|
Series Gallery Drop 017
|
25 | 0.50% | ||
|
Series Gallery Drop 031
|
62 | 3.10% | ||
|
Series Gallery Drop 034
|
402 | 1.89% | ||
|
Series Gallery Drop 039
|
16 | 0.24% | ||
|
Series Gallery Drop 044
|
423 | 0.60% | ||
|
Series Gallery Drop 048
|
110 | 1.90% | ||
|
Series Gallery Drop 116
|
23,115 | 9.76% | ||
|
Series Gallery Drop 122
|
2 | 0.00% |
The following table sets forth any securityholder, including our manager, who beneficially owns more than 10% of any series as of the date of this report:
|
Title of class (series)
|
Name and address of beneficial owner(1) | Amount and nature of beneficial ownership(2) | Percent of class (series) | |||
|
Series Drop 005
|
Alistair Economakis
|
207 | 16.56% | |||
|
Series Drop 005
|
Otis Wealth, Inc.
|
160 | 12.80% | |||
|
Series Gallery Drop 012
|
Otis Wealth, Inc.
|
1,458 | 72.90% | |||
|
Series Gallery Drop 013
|
Jack Smith
|
166 | 11.07% | |||
|
Series Gallery Drop 017
|
Christopher McNew
|
103 | 10.30% | |||
|
Series Gallery Drop 031
|
Jack Smith
|
423 | 21.15% | |||
|
Series Gallery Drop 034
|
Jack Smith
|
3,759 | 17.69% | |||
|
Series Gallery Drop 044
|
Gerard Starkey
|
23,330 | 33.33% |
(1)
All ownership is direct. The address of each securityholder is c/o Otis Wealth, Inc., 6 Harrison Street, 5th Floor, New York, NY 10013.
(2)
The column in Form 1-A titled “Amount and nature of beneficial ownership acquirable” has been omitted as inapplicable with respect to each listed securityholder.
89
The following includes a summary of transactions since the beginning of our 2022 fiscal year, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 and one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Item 3. Directors and Officers—Compensation Executive Officers” and “—Compensation of Manager”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.
On February 9, 2022, Series Gallery Drop 118 and Series Gallery Drop 120 each resold the underlying asset held by such series to our manager, in exchange for cancellation of the promissory notes issued to our manager in connection with the purchase of such assets. The notes did not bear interest, and the obligation of such series to make any payments under the notes terminated upon the closings of the sales. The series are not in default under the notes.
On November 22, 2022, the following series exchanged the
underlying assets of such series (one or more collectible sneakers) for the
amounts below for non-voting membership interests in Public Sneaker, an
affiliate, by subscribing to the offering by Public Sneaker of its interests
pursuant to Regulation A of the Securities Act. In connection with each such
exchange, the applicable series made de minimis operating expense reimbursement
payments to our manager for outstanding but unpaid expenses of such series. Our
manager assumed all remaining outstanding but unpaid expenses of such series.
Our 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 our manager, only of interests in Public Sneaker. After making such
distributions, our 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
|
90
We have no information to disclose that was required to be in a report on Form 1-U during the last six months of the fiscal year ended December 31, 2023, but was not reported.
91
INDEX TO FINANCIAL STATEMENTS
|
|
Page
|
|
Consolidated Financial Statements for the Years Ended December 31, 2023 and 2022
|
|
|
Independent Auditor’s Report
|
F-1
|
|
Consolidated Balance Sheets as of December 31, 2023 (Audited)
|
F-4
|
|
Consolidated Balance Sheets as of December 31, 2022 (Audited)
|
F-33
|
|
Consolidated Statements of Operations for the Year Ended December 31, 2023 (Audited)
|
F-62
|
|
Consolidated Statements of Operations for the Year Ended December 31, 2022 (Audited)
|
F-69
|
|
Consolidated Statements of Changes in Members’ Equity/(Deficit) for the Years Ended December 31, 2023 and 2022 (Audited)
|
F-98
|
|
Consolidated Statements of Cash Flows for the Year Ended December 31, 2023 (Audited)
|
F-113
|
|
Consolidated Statements of Cash Flows for the Year Ended December 31, 2022 (Audited)
|
F-124
|
|
Notes to Consolidated Financial Statements
|
F-153
|
92
To the Members of
Otis Gallery LLC
New York, New York
INDEPENDENT AUDITOR’S REPORT
Opinion
We have audited the accompanying consolidated financial statements of Otis Gallery LLC (the “Company”) on a consolidated basis, which comprise the consolidated balance sheets of the Company as of December 31, 2023 and 2022, and the related consolidated statements of operations, changes in members’ equity/(deficit), and cash flows for the years then ended, and the related notes to the consolidated financial statements. We have audited the accompanying financial statements of each listed Series of the Company, which comprise each listed Series’ balance sheet as of December 31, 2023 and 2022, and the related statements of operations, changes in members’ equity/(deficit), and cash flows for the periods ended December 31, 2023 and 2022 for each listed Series, and the related notes to each listed Series’ financial statements.
In our opinion, the consolidated financial statements and each Series’ financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2022 and 2021, the financial position of each listed Series as of December 31, 2023 and 2022, the results of the Company’s consolidated operations and its cash flows for the years ended December 31, 2023 and 2022, and the results of each listed Series’ operations and cash flows for the periods ended December 31, 2023 and 2022, in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements and Each Series’ Financial Statements section of our report. We are required to be independent of the Company and each listed Series and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Substantial Doubt About the Company’s and Each Listed Series’ Ability to Continue as a Going Concern
The accompanying consolidated financial statements and each listed Series’ financial statements have been prepared assuming that the Company and each listed Series will continue as a going concern.
As described in Note 2 to the consolidated financial statements, for the year ended December 31, 2023, with the exception of Series Drop 003, 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.
F-1
Each Series, with the exception of Series Drop 003, incurred a net loss for the year ended December 31, 2023. On a total consolidated basis, the Company sustained a net loss of $676,771 for the year ended December 31, 2023. On a total consolidated basis, the Company had an accumulated deficit of $6,224,168 and $5,021,445 as of December 31, 2023 and December 31, 2022, respectively. On a total consolidated basis, the Company’s current liabilities exceed current assets by $155,316 as of December 31, 2023. The Company has limited liquid assets, with cash of $36,485 on a total consolidated basis, $7,490 of which is held by Series Drop 003 from the sale of the underlying asset of such series. The Company and each listed Series are reliant upon the Manager to fund its current and future obligations.
These factors, among others, raise substantial doubt about the Company’s ability and each listed Series’ ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements and each listed Series’ financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.
Responsibilities of Management for the Consolidated Financial Statements and Each Series’ Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements and each listed Series’ financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements and each listed Series’ financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability and each listed Series’ ability to continue as a going concern within one year after the date that the consolidated financial statements and each listed Series’ financial statements are available to be issued.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements and Each Series’ Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole as of December 31, 2023 and 2022 and for the years then ended and each listed Series’ financial statements as of December 31, 2023 and 2022, and for the periods then ended are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements, including omissions, are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements or a listed series financial statements.
In performing an audit in accordance with generally accepted auditing standards, we:
●
Exercise professional judgment and maintain professional skepticism throughout the audit.
●
Identify and assess the risks of material misstatement of the consolidated financial statements and each listed Series’ financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements and each listed Series’ financial statements.
●
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control or each listed Series’ internal control. Accordingly, no such opinion is expressed.
F-2
●
Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements and each listed Series’ financial statements.
●
Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability and each listed Series’ ability to continue as a going concern for a reasonable period of time.
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.
/s/ Artesian CPA, LLC
Denver, Colorado
April 4, 2024
Artesian CPA, LLC
1624 Market Street, Suite 202 | Denver, CO 80202
p: 877.968.3330 f: 720.634.0905
info@ArtesianCPA.com | www.ArtesianCPA.com
F-3
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (AUDITED)
|
|
|
Series #KW
|
|
Series Drop 002
|
|
Series Drop 003
|
|
Series Drop 004
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents
|
$
|
125
|
$
|
-
|
$
|
7,490
|
$
|
-
|
|
Receivable from Asset Sale
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL CURRENT ASSETS
|
|
125
|
|
-
|
|
7,490
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS
|
|
|
|
|
|
|
|
|
|
Art and Other Collectible Assets
|
|
189,000
|
|
-
|
|
-
|
|
-
|
|
TOTAL OTHER ASSETS
|
|
189,000
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
$
|
189,125
|
$
|
-
|
$
|
7,490
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
Due to Manager
|
$
|
10,619
|
$
|
-
|
$
|
7,269
|
$
|
-
|
|
Income Tax Payable
|
|
-
|
|
-
|
|
5,367
|
|
-
|
|
TOTAL CURRENT LIABILITIES
|
|
10,619
|
|
-
|
|
12,636
|
|
-
|
|
TOTAL LIABILITIES
|
|
10,619
|
|
-
|
|
12,636
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
(71,912)
|
|
(7,448)
|
|
15,148
|
|
(34,579)
|
|
Distributions
|
|
-
|
|
(30,000)
|
|
(55,270)
|
|
(16,930)
|
|
Total Retained Earnings/(Accumulated Deficit)
|
|
(71,912)
|
|
(37,448)
|
|
(40,122)
|
|
(51,509)
|
|
TOTAL MEMBERS’ EQUITY/(DEFICIT)
|
|
178,506
|
|
-
|
|
(5,146)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
$
|
189,125
|
$
|
-
|
$
|
7,490
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-4
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (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
|
$
|
9,055
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL CURRENT LIABILITIES
|
|
9,055
|
|
-
|
|
-
|
|
-
|
|
TOTAL LIABILITIES
|
|
9,055
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
(22,843)
|
|
(13,610)
|
|
(244,064)
|
|
(6,199)
|
|
Distributions
|
|
-
|
|
(30,950)
|
|
(87,555)
|
|
(24,000)
|
|
Total Retained Earnings/(Accumulated Deficit)
|
|
(22,843)
|
|
(44,560)
|
|
(331,619)
|
|
(30,199)
|
|
TOTAL MEMBERS’ EQUITY/(DEFICIT)
|
|
71,640
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
$
|
80,695
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-5
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (AUDITED)
|
|
|
Series Gallery Drop 011
|
|
Series Gallery Drop 012
|
|
Series Gallery Drop 013
|
|
Series Gallery Drop 014
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents
|
$
|
593
|
$
|
2,493
|
$
|
388
|
$
|
-
|
|
Receivable from Asset Sale
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL CURRENT ASSETS
|
|
593
|
|
2,493
|
|
388
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS
|
|
|
|
|
|
|
|
|
|
Art and Other Collectible Assets
|
|
-
|
|
140,000
|
|
63,500
|
|
-
|
|
TOTAL OTHER ASSETS
|
|
-
|
|
140,000
|
|
63,500
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
$
|
593
|
$
|
142,493
|
$
|
63,888
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
Due to Manager
|
$
|
7,501
|
$
|
10,169
|
$
|
8,267
|
$
|
-
|
|
Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL CURRENT LIABILITIES
|
|
7,501
|
|
10,169
|
|
8,267
|
|
-
|
|
TOTAL LIABILITIES
|
|
7,501
|
|
10,169
|
|
8,267
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
(30,429)
|
|
(17,710)
|
|
(33,676)
|
|
(8,169)
|
|
Distributions
|
|
(1,703)
|
|
-
|
|
-
|
|
(30,000)
|
|
Total Retained Earnings/(Accumulated Deficit)
|
|
(32,132)
|
|
(17,710)
|
|
(33,676)
|
|
(38,169)
|
|
TOTAL MEMBERS’ EQUITY/(DEFICIT)
|
|
(6,908)
|
|
132,324
|
|
55,621
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
$
|
593
|
$
|
142,493
|
$
|
63,888
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-6
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (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
|
$
|
-
|
$
|
-
|
$
|
9,634
|
$
|
-
|
|
Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL CURRENT LIABILITIES
|
|
-
|
|
-
|
|
9,634
|
|
-
|
|
TOTAL LIABILITIES
|
|
-
|
|
-
|
|
9,634
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
(13,665)
|
|
8,564
|
|
Distributions
|
|
(10,260)
|
|
(19,539)
|
|
-
|
|
(28,142)
|
|
Total Retained Earnings/(Accumulated Deficit)
|
|
(31,531)
|
|
(25,978)
|
|
(13,665)
|
|
(19,578)
|
|
TOTAL MEMBERS’ EQUITY/(DEFICIT)
|
|
-
|
|
-
|
|
40,125
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
$
|
-
|
$
|
-
|
$
|
49,759
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-7
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (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 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 Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-8
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (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
|
|
-
|
|
-
|
|
-
|
|
-
|
|
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 Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-9
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (AUDITED)
|
|
|
Series Gallery Drop 027
|
|
Series Gallery Drop 028
|
|
Series Gallery Drop 029
|
|
Series Gallery Drop 030
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
296
|
|
Receivable from Asset Sale
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL CURRENT ASSETS
|
|
-
|
|
-
|
|
-
|
|
296
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS
|
|
|
|
|
|
|
|
|
|
Art and Other Collectible Assets
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL OTHER ASSETS
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
296
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
Due to Manager
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
7,733
|
|
Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL CURRENT LIABILITIES
|
|
-
|
|
-
|
|
-
|
|
7,733
|
|
TOTAL LIABILITIES
|
|
-
|
|
-
|
|
-
|
|
7,733
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
(28,958)
|
|
Distributions
|
|
(180,440)
|
|
(18,500)
|
|
(53,309)
|
|
(6,523)
|
|
Total Retained Earnings/(Accumulated Deficit)
|
|
(64,157)
|
|
(25,056)
|
|
(59,976)
|
|
(35,481)
|
|
TOTAL MEMBERS’ EQUITY/(DEFICIT)
|
|
-
|
|
-
|
|
-
|
|
(7,437)
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
296
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-10
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (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
|
$
|
7,546
|
$
|
-
|
$
|
-
|
$
|
15,989
|
|
Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL CURRENT LIABILITIES
|
|
7,546
|
|
-
|
|
-
|
|
15,989
|
|
TOTAL LIABILITIES
|
|
7,546
|
|
-
|
|
-
|
|
15,989
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
(11,111)
|
|
(645)
|
|
(6,894)
|
|
(19,177)
|
|
Distributions
|
|
-
|
|
(8,900)
|
|
(21,475)
|
|
-
|
|
Total Retained Earnings/(Accumulated Deficit)
|
|
(11,111)
|
|
(9,545)
|
|
(28,369)
|
|
(19,177)
|
|
TOTAL MEMBERS’ EQUITY/(DEFICIT)
|
|
36,498
|
|
-
|
|
-
|
|
401,951
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
$
|
44,044
|
$
|
-
|
$
|
-
|
$
|
417,940
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-11
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (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 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 Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-12
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (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
|
$
|
8,416
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL CURRENT LIABILITIES
|
|
8,416
|
|
-
|
|
-
|
|
-
|
|
TOTAL LIABILITIES
|
|
8,416
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
(12,972)
|
|
(6,676)
|
|
(5,516)
|
|
(6,038)
|
|
Distributions
|
|
-
|
|
(33,211)
|
|
(4,969)
|
|
(20,000)
|
|
Total Retained Earnings/(Accumulated Deficit)
|
|
(12,972)
|
|
(39,887)
|
|
(10,485)
|
|
(26,038)
|
|
TOTAL MEMBERS’ EQUITY/(DEFICIT)
|
|
54,146
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
$
|
62,562
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-13
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (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
|
$
|
-
|
$
|
3,393
|
|
Receivable from Asset Sale
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
15,819
|
|
-
|
|
-
|
|
TOTAL CURRENT ASSETS
|
|
-
|
|
15,869
|
|
-
|
|
3,393
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS
|
|
|
|
|
|
|
|
|
|
Art and Other Collectible Assets
|
|
-
|
|
650,000
|
|
-
|
|
-
|
|
TOTAL OTHER ASSETS
|
|
-
|
|
650,000
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
$
|
-
|
$
|
665,869
|
$
|
-
|
$
|
3,393
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
Due to Manager
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
6,763
|
|
Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL CURRENT LIABILITIES
|
|
-
|
|
-
|
|
-
|
|
6,763
|
|
TOTAL LIABILITIES
|
|
-
|
|
-
|
|
-
|
|
6,763
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
(29,543)
|
|
455,233
|
|
(18,686)
|
|
Distributions
|
|
(33,500)
|
|
-
|
|
(684,940)
|
|
(37,233)
|
|
Total Retained Earnings/(Accumulated Deficit)
|
|
(71,359)
|
|
(29,543)
|
|
(229,707)
|
|
(55,919)
|
|
TOTAL MEMBERS’ EQUITY/(DEFICIT)
|
|
-
|
|
665,869
|
|
-
|
|
(3,370)
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
$
|
-
|
$
|
665,869
|
$
|
-
|
$
|
3,393
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-14
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (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
|
$
|
1,892
|
$
|
-
|
|
Receivable from Asset Sale
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL CURRENT ASSETS
|
|
-
|
|
50
|
|
1,892
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS
|
|
|
|
|
|
|
|
|
|
Art and Other Collectible Assets
|
|
-
|
|
28,900
|
|
-
|
|
-
|
|
TOTAL OTHER ASSETS
|
|
-
|
|
28,900
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
$
|
-
|
$
|
28,950
|
$
|
1,892
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
Due to Manager
|
$
|
-
|
$
|
6,975
|
$
|
9,149
|
$
|
-
|
|
Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL CURRENT LIABILITIES
|
|
-
|
|
6,975
|
|
9,149
|
|
-
|
|
TOTAL LIABILITIES
|
|
-
|
|
6,975
|
|
9,149
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
MEMBERS’ EQUITY/(DEFICIT)
|
|
|
|
|
|
|
|
|
|
Capital Contributions
|
|
13,427
|
|
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
|
|
(35,524)
|
|
(189,028)
|
|
(22,930)
|
|
Distributions
|
|
(72,030)
|
|
-
|
|
(41,058)
|
|
(9,765)
|
|
Total Retained Earnings/(Accumulated Deficit)
|
|
(43,127)
|
|
(35,524)
|
|
(230,086)
|
|
(32,695)
|
|
TOTAL MEMBERS’ EQUITY/(DEFICIT)
|
|
-
|
|
21,975
|
|
(7,257)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
$
|
-
|
$
|
28,950
|
$
|
1,892
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-15
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (AUDITED)
|
|
|
Series Gallery Drop 051
|
|
Series Gallery Drop 052
|
|
Series Gallery Drop 053
|
|
Series Gallery Drop 054
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents
|
$
|
2,842
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Receivable from Asset Sale
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL CURRENT ASSETS
|
|
2,842
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS
|
|
|
|
|
|
|
|
|
|
Art and Other Collectible Assets
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL OTHER ASSETS
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
$
|
2,842
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
Due to Manager
|
$
|
6,240
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL CURRENT LIABILITIES
|
|
6,240
|
|
-
|
|
-
|
|
-
|
|
TOTAL LIABILITIES
|
|
6,240
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
(16,511)
|
|
(9,610)
|
|
(58,855)
|
|
(8,977)
|
|
Distributions
|
|
(17,656)
|
|
(3,930)
|
|
(23,771)
|
|
(12,996)
|
|
Total Retained Earnings/(Accumulated Deficit)
|
|
(34,167)
|
|
(13,540)
|
|
(82,626)
|
|
(21,973)
|
|
TOTAL MEMBERS’ EQUITY/(DEFICIT)
|
|
(3,398)
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
$
|
2,842
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-16
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (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 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 Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-17
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (AUDITED)
|
|
|
Series Gallery Drop 059
|
|
Series Gallery Drop 060
|
|
Series Gallery Drop 061
|
|
Series Gallery Drop 062
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents
|
$
|
1,826
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Receivable from Asset Sale
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL CURRENT ASSETS
|
|
1,826
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS
|
|
|
|
|
|
|
|
|
|
Art and Other Collectible Assets
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL OTHER ASSETS
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
$
|
1,826
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
Due to Manager
|
$
|
7,209
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL CURRENT LIABILITIES
|
|
7,209
|
|
-
|
|
-
|
|
-
|
|
TOTAL LIABILITIES
|
|
7,209
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
(22,462)
|
|
63,921
|
|
(13,936)
|
|
2,312
|
|
Distributions
|
|
(59,824)
|
|
(140,014)
|
|
(12,128)
|
|
(22,502)
|
|
Total Retained Earnings/(Accumulated Deficit)
|
|
(82,286)
|
|
(76,093)
|
|
(26,064)
|
|
(20,190)
|
|
TOTAL MEMBERS’ EQUITY/(DEFICIT)
|
|
(5,383)
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
$
|
1,826
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-18
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (AUDITED)
|
|
|
Series Gallery Drop 063
|
|
Series Gallery Drop 064
|
|
Series Gallery Drop 065
|
|
Series Gallery Drop 066
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents
|
$
|
977
|
$
|
2,129
|
$
|
-
|
$
|
3,432
|
|
Receivable from Asset Sale
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL CURRENT ASSETS
|
|
977
|
|
2,129
|
|
-
|
|
3,432
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS
|
|
|
|
|
|
|
|
|
|
Art and Other Collectible Assets
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL OTHER ASSETS
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
$
|
977
|
$
|
2,129
|
$
|
-
|
$
|
3,432
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
Due to Manager
|
$
|
6,188
|
$
|
5,654
|
$
|
-
|
$
|
7,061
|
|
Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL CURRENT LIABILITIES
|
|
6,188
|
|
5,654
|
|
-
|
|
7,061
|
|
TOTAL LIABILITIES
|
|
6,188
|
|
5,654
|
|
-
|
|
7,061
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
(17,756)
|
|
(19,796)
|
|
(1,558)
|
|
(75,408)
|
|
Distributions
|
|
(8,423)
|
|
(17,171)
|
|
(27,530)
|
|
(22,053)
|
|
Total Retained Earnings/(Accumulated Deficit)
|
|
(26,179)
|
|
(36,967)
|
|
(29,088)
|
|
(97,461)
|
|
TOTAL MEMBERS’ EQUITY/(DEFICIT)
|
|
(5,211)
|
|
(3,525)
|
|
-
|
|
(3,629)
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
$
|
977
|
$
|
2,129
|
$
|
-
|
$
|
3,432
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-19
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (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 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 Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-20
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (AUDITED)
|
|
|
Series Gallery Drop 071
|
|
Series Gallery Drop 072
|
|
Series Gallery Drop 073
|
|
Series Gallery Drop 074
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents
|
$
|
1,638
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Receivable from Asset Sale
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL CURRENT ASSETS
|
|
1,638
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS
|
|
|
|
|
|
|
|
|
|
Art and Other Collectible Assets
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL OTHER ASSETS
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
$
|
1,638
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
Due to Manager
|
$
|
7,153
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL CURRENT LIABILITIES
|
|
7,153
|
|
-
|
|
-
|
|
-
|
|
TOTAL LIABILITIES
|
|
7,153
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
(92,692)
|
|
(225,185)
|
|
(30,846)
|
|
(12,964)
|
|
Distributions
|
|
(16,013)
|
|
(127,400)
|
|
(18,826)
|
|
(12,144)
|
|
Total Retained Earnings/(Accumulated Deficit)
|
|
(108,705)
|
|
(352,585)
|
|
(49,672)
|
|
(25,108)
|
|
TOTAL MEMBERS’ EQUITY/(DEFICIT)
|
|
(5,515)
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
$
|
1,638
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-21
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (AUDITED)
|
|
|
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
|
|
2,437
|
|
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
|
|
(4,185)
|
|
(4,139)
|
|
(6,092)
|
|
(20,944)
|
|
Total Retained Earnings/(Accumulated Deficit)
|
|
(60,154)
|
|
(61,185)
|
|
(41,729)
|
|
(24,940)
|
|
TOTAL MEMBERS’ EQUITY/(DEFICIT)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-22
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (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
|
|
-
|
|
-
|
|
-
|
|
-
|
|
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 Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-23
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (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 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 Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-24
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (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 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 Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-25
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (AUDITED)
|
|
|
Series Gallery Drop 098
|
|
Series Gallery Drop 099
|
|
Series Gallery Drop 100
|
|
Series Gallery Drop 101
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents
|
$
|
-
|
$
|
107
|
$
|
-
|
$
|
1,489
|
|
Receivable from Asset Sale
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL CURRENT ASSETS
|
|
-
|
|
107
|
|
-
|
|
1,489
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS
|
|
|
|
|
|
|
|
|
|
Art and Other Collectible Assets
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL OTHER ASSETS
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
$
|
-
|
$
|
107
|
$
|
-
|
$
|
1,489
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
Due to Manager
|
$
|
-
|
$
|
7,331
|
$
|
-
|
$
|
8,103
|
|
Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL CURRENT LIABILITIES
|
|
-
|
|
7,331
|
|
-
|
|
8,103
|
|
TOTAL LIABILITIES
|
|
-
|
|
7,331
|
|
-
|
|
8,103
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
(38,213)
|
|
(8,636)
|
|
(144,640)
|
|
Distributions
|
|
(3,278)
|
|
(104,443)
|
|
(13,748)
|
|
(71,161)
|
|
Total Retained Earnings/(Accumulated Deficit)
|
|
(17,595)
|
|
(142,656)
|
|
(22,384)
|
|
(215,801)
|
|
TOTAL MEMBERS’ EQUITY/(DEFICIT)
|
|
-
|
|
(7,224)
|
|
-
|
|
(6,614)
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
$
|
-
|
$
|
107
|
$
|
-
|
$
|
1,489
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-26
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (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
|
|
-
|
|
-
|
|
-
|
|
-
|
|
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 Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-27
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (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
|
|
-
|
|
-
|
|
-
|
|
-
|
|
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 Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-28
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (AUDITED)
|
|
|
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
|
|
3,102
|
|
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)
|
|
(11,390)
|
|
(11,084)
|
|
Total Retained Earnings/(Accumulated Deficit)
|
|
(21,224)
|
|
(77,677)
|
|
(60,423)
|
|
(16,726)
|
|
TOTAL MEMBERS’ EQUITY/(DEFICIT)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-29
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (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
|
$
|
966
|
$
|
-
|
|
Receivable from Asset Sale
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL CURRENT ASSETS
|
|
-
|
|
50
|
|
966
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS
|
|
|
|
|
|
|
|
|
|
Art and Other Collectible Assets
|
|
-
|
|
162,000
|
|
-
|
|
-
|
|
TOTAL OTHER ASSETS
|
|
-
|
|
162,000
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
$
|
-
|
$
|
162,050
|
$
|
966
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
Due to Manager
|
$
|
-
|
$
|
6,896
|
$
|
3,629
|
$
|
-
|
|
Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL CURRENT LIABILITIES
|
|
-
|
|
6,896
|
|
3,629
|
|
-
|
|
TOTAL LIABILITIES
|
|
-
|
|
6,896
|
|
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)
|
|
(79,278)
|
|
(76,443)
|
|
(48)
|
|
Distributions
|
|
(6,798)
|
|
-
|
|
(18,983)
|
|
-
|
|
Total Retained Earnings/(Accumulated Deficit)
|
|
(19,069)
|
|
(79,278)
|
|
(95,426)
|
|
(48)
|
|
TOTAL MEMBERS’ EQUITY/(DEFICIT)
|
|
-
|
|
155,154
|
|
(2,663)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
$
|
-
|
$
|
162,050
|
$
|
966
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-30
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (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
|
|
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
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
6,376
|
|
Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
TOTAL CURRENT LIABILITIES
|
|
-
|
|
-
|
|
-
|
|
6,376
|
|
TOTAL LIABILITIES
|
|
-
|
|
-
|
|
-
|
|
6,376
|
|
|
|
|
|
|
|
|
|
|
|
MEMBERS’ EQUITY/(DEFICIT)
|
|
|
|
|
|
|
|
|
|
Capital Contributions
|
|
3,346
|
|
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)
|
|
(10,784)
|
|
Distributions
|
|
(29,210)
|
|
-
|
|
(20,336)
|
|
-
|
|
Total Retained Earnings/(Accumulated Deficit)
|
|
(90,862)
|
|
(99)
|
|
(34,597)
|
|
(10,784)
|
|
TOTAL MEMBERS’ EQUITY/(DEFICIT)
|
|
-
|
|
-
|
|
-
|
|
103,858
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
110,234
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-31
OTIS GALLERY LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 (AUDITED)
|
|
|
Series Gallery Drop 123
|
|
Unallocated
|
|
Total Consolidated
|
|
ASSETS
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
Cash and Cash Equivalents
|
$
|
209
|
$
|
-
|
$
|
36,485
|
|
Receivable from Asset Sale
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
15,819
|
|
TOTAL CURRENT ASSETS
|
|
209
|
|
-
|
|
52,304
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS
|
|
|
|
|
|
|
|
Art and Other Collectible Assets
|
|
-
|
|
-
|
|
1,994,584
|
|
TOTAL OTHER ASSETS
|
|
-
|
|
-
|
|
1,994,584
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
$
|
209
|
$
|
-
|
$
|
2,046,888
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
Due to Manager
|
$
|
5,328
|
$
|
-
|
$
|
202,253
|
|
Income Tax Payable
|
|
-
|
|
-
|
|
5,367
|
|
TOTAL CURRENT LIABILITIES
|
|
5,328
|
|
-
|
|
207,620
|
|
TOTAL LIABILITIES
|
|
5,328
|
|
-
|
|
207,620
|
|
|
|
|
|
|
|
|
|
MEMBERS’ EQUITY/(DEFICIT)
|
|
|
|
|
|
|
|
Capital Contributions
|
|
-
|
|
31,028
|
|
405,650
|
|
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)
|
|
(47,798)
|
|
(31,028)
|
|
(2,034,788)
|
|
Distributions
|
|
(3,653)
|
|
-
|
|
(4,189,380)
|
|
Total Retained Earnings/(Accumulated Deficit)
|
|
(51,451)
|
|
(31,028)
|
|
(6,224,168)
|
|
TOTAL MEMBERS’ EQUITY/(DEFICIT)
|
|
(5,119)
|
|
-
|
|
1,839,268
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
|
$
|
209
|
$
|
-
|
$
|
2,046,888
|
See Independent Auditor’s report and 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 #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 Independent Auditor’s report and 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 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 Independent Auditor’s report and 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 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 Independent Auditor’s report and 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 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 Independent Auditor’s report and 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 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 Independent Auditor’s report and 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 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 Independent Auditor’s report and 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 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 Independent Auditor’s report and 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 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 Independent Auditor’s report and 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 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 Independent Auditor’s report and 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 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 Independent Auditor’s report and 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 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 Independent Auditor’s report and 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 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 Independent Auditor’s report and 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 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 Independent Auditor’s report and 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 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 Independent Auditor’s report and 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 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 Independent Auditor’s report and 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 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 Independent Auditor’s report and 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 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 Independent Auditor’s report and 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 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 Independent Auditor’s report and 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 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 Independent Auditor’s report and 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 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 Independent Auditor’s report and 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 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 Independent Auditor’s report and 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 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 Independent Auditor’s report and 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 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 Independent Auditor’s report and 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 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 Independent Auditor’s report and 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 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 Independent Auditor’s report and 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 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 Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-58
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 Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-59
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 Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-60
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 Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-61
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2023 (AUDITED)
|
|
|
Series #KW
|
|
Series Drop 003
|
|
Series Drop 005
|
|
Series Gallery Drop 011
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
1,798
|
$
|
1,331
|
$
|
1,799
|
$
|
1,715
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
1,677
|
|
465
|
|
829
|
|
440
|
|
Total Operating Expenses
|
|
3,475
|
|
1,796
|
|
2,628
|
|
2,155
|
|
Loss from Operations
|
|
(3,475)
|
|
(1,796)
|
|
(2,628)
|
|
(2,155)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
-
|
|
46,700
|
|
-
|
|
(20,800)
|
|
Gain on Investment Sale
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
(48,500)
|
|
(18,000)
|
|
-
|
|
-
|
|
Total Other Income/(Expenses)
|
|
(48,500)
|
|
28,700
|
|
-
|
|
(20,800)
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(51,975)
|
|
26,904
|
|
(2,628)
|
|
(22,955)
|
|
Provision for Income Taxes
|
|
50
|
|
5,367
|
|
50
|
|
50
|
|
Net Income/(Loss)
|
$
|
(52,025)
|
$
|
21,537
|
$
|
(2,678)
|
$
|
(23,005)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(5.20)
|
$
|
21.54
|
$
|
(2.14)
|
$
|
(23.01)
|
|
Weighted Average Membership Interests
|
10,000
|
1,000
|
1,250
|
1,000
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-62
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2023 (AUDITED)
|
|
|
Series Gallery Drop 012
|
|
Series Gallery Drop 013
|
|
Series Gallery Drop 017
|
|
Series Gallery Drop 030
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
1,799
|
$
|
1,799
|
$
|
1,799
|
$
|
1,715
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
1,138
|
|
829
|
|
2,137
|
|
445
|
|
Total Operating Expenses
|
|
2,937
|
|
2,628
|
|
3,936
|
|
2,160
|
|
Loss from Operations
|
|
(2,937)
|
|
(2,628)
|
|
(3,936)
|
|
(2,160)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
-
|
|
-
|
|
-
|
|
(17,350)
|
|
Gain on Investment Sale
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
-
|
|
(20,650)
|
|
-
|
|
-
|
|
Total Other Income/(Expenses)
|
|
-
|
|
(20,650)
|
|
-
|
|
(17,350)
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(2,937)
|
|
(23,278)
|
|
(3,936)
|
|
(19,510)
|
|
Provision for Income Taxes
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Income/(Loss)
|
$
|
(2,987)
|
$
|
(23,328)
|
$
|
(3,986)
|
$
|
(19,560)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(1.49)
|
$
|
(15.55)
|
$
|
(3.99)
|
$
|
(9.78)
|
|
Weighted Average Membership Interests
|
2,000
|
1,500
|
1,000
|
2,000
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-63
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2023 (AUDITED)
|
|
|
Series Gallery Drop 031
|
|
Series Gallery Drop 034
|
|
Series Gallery Drop 039
|
|
Series Gallery Drop 044
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
1,799
|
$
|
1,799
|
$
|
1,799
|
$
|
1,799
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
605
|
|
2,660
|
|
709
|
|
3,960
|
|
Total Operating Expenses
|
|
2,404
|
|
4,459
|
|
2,508
|
|
5,759
|
|
Loss from Operations
|
|
(2,404)
|
|
(4,459)
|
|
(2,508)
|
|
(5,759)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Gain on Investment Sale
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Total Other Income/(Expenses)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(2,404)
|
|
(4,459)
|
|
(2,508)
|
|
(5,759)
|
|
Provision for Income Taxes
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Income/(Loss)
|
$
|
(2,454)
|
$
|
(4,509)
|
$
|
(2,558)
|
$
|
(5,809)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(1.23)
|
$
|
(0.21)
|
$
|
(0.38)
|
$
|
(0.08)
|
|
Weighted Average Membership Interests
|
2,000
|
21,250
|
6,750
|
70,000
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-64
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2023 (AUDITED)
|
|
|
Series Gallery Drop 046
|
|
Series Gallery Drop 048
|
|
Series Gallery Drop 049
|
|
Series Gallery Drop 051
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
1,716
|
$
|
1,799
|
$
|
1,612
|
$
|
1,612
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
561
|
|
588
|
|
1,009
|
|
380
|
|
Total Operating Expenses
|
|
2,277
|
|
2,387
|
|
2,621
|
|
1,992
|
|
Loss from Operations
|
|
(2,277)
|
|
(2,387)
|
|
(2,621)
|
|
(1,992)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
(3,823)
|
|
-
|
|
(61,500)
|
|
(2,352)
|
|
Gain on Investment Sale
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
-
|
|
(5,900)
|
|
(110,476)
|
|
(3,600)
|
|
Total Other Income/(Expenses)
|
|
(3,823)
|
|
(5,900)
|
|
(171,976)
|
|
(5,952)
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(6,100)
|
|
(8,287)
|
|
(174,597)
|
|
(7,944)
|
|
Provision for Income Taxes
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Income/(Loss)
|
$
|
(6,150)
|
$
|
(8,337)
|
$
|
(174,647)
|
$
|
(7,994)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(1.16)
|
$
|
(1.44)
|
$
|
(7.76)
|
$
|
(2.58)
|
|
Weighted Average Membership Interests
|
5,300
|
5,800
|
22,500
|
3,100
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-65
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2023 (AUDITED)
|
|
|
Series Gallery Drop 059
|
|
Series Gallery Drop 063
|
|
Series Gallery Drop 064
|
|
Series Gallery Drop 066
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
1,715
|
$
|
1,660
|
$
|
1,198
|
$
|
1,612
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
737
|
|
389
|
|
169
|
|
521
|
|
Total Operating Expenses
|
|
2,452
|
|
2,049
|
|
1,367
|
|
2,133
|
|
Loss from Operations
|
|
(2,452)
|
|
(2,049)
|
|
(1,367)
|
|
(2,133)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
(12,364)
|
|
(8,885)
|
|
(850)
|
|
(34,723)
|
|
Gain on Investment Sale
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
-
|
|
(1,800)
|
|
-
|
|
-
|
|
Total Other Income/(Expenses)
|
|
(12,364)
|
|
(10,685)
|
|
(850)
|
|
(34,723)
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(14,816)
|
|
(12,734)
|
|
(2,217)
|
|
(36,856)
|
|
Provision for Income Taxes
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Income/(Loss)
|
$
|
(14,866)
|
$
|
(12,784)
|
$
|
(2,267)
|
$
|
(36,906)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(1.92)
|
$
|
(6.06)
|
$
|
(0.67)
|
$
|
(3.90)
|
|
Weighted Average Membership Interests
|
7,760
|
2,110
|
3,370
|
9,470
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-66
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2023 (AUDITED)
|
|
|
Series Gallery Drop 071
|
|
Series Gallery Drop 099
|
|
Series Gallery Drop 101
|
|
Series Gallery Drop 116
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
1,659
|
$
|
1,716
|
$
|
1,716
|
$
|
1,799
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
660
|
|
978
|
|
1,228
|
|
1,399
|
|
Total Operating Expenses
|
|
2,319
|
|
2,694
|
|
2,944
|
|
3,198
|
|
Loss from Operations
|
|
(2,319)
|
|
(2,694)
|
|
(2,944)
|
|
(3,198)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
(60,399)
|
|
(25,728)
|
|
(107,403)
|
|
-
|
|
Gain on Investment Sale
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Total Other Income/(Expenses)
|
|
(60,399)
|
|
(25,728)
|
|
(107,403)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(62,718)
|
|
(28,422)
|
|
(110,347)
|
|
(3,198)
|
|
Provision for Income Taxes
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Income/(Loss)
|
$
|
(62,768)
|
$
|
(28,472)
|
$
|
(110,397)
|
$
|
(3,248)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(6.04)
|
$
|
(2.08)
|
$
|
(5.22)
|
$
|
(0.01)
|
|
Weighted Average Membership Interests
|
10,390
|
13,680
|
21,130
|
236,800
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-67
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2023 (AUDITED)
|
|
|
Series Gallery Drop 117
|
|
Series Gallery Drop 122
|
|
Series Gallery Drop 123
|
|
Total Consolidated
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
1,807
|
$
|
1,799
|
$
|
1,718
|
$
|
46,089
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
337
|
|
1,014
|
|
456
|
|
26,320
|
|
Total Operating Expenses
|
|
2,144
|
|
2,813
|
|
2,174
|
|
72,409
|
|
Loss from Operations
|
|
(2,144)
|
|
(2,813)
|
|
(2,174)
|
|
(72,409)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
(7,372)
|
|
-
|
|
(40,634)
|
|
(357,483)
|
|
Gain on Investment Sale
|
|
17
|
|
-
|
|
34
|
|
51
|
|
(Loss) on Impairment
|
|
(31,337)
|
|
-
|
|
-
|
|
(240,263)
|
|
Total Other Income/(Expenses)
|
|
(38,692)
|
|
-
|
|
(40,600)
|
|
(597,695)
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(40,836)
|
|
(2,813)
|
|
(42,774)
|
|
(670,104)
|
|
Provision for Income Taxes
|
|
50
|
|
50
|
|
50
|
|
6,667
|
|
Net Income/(Loss)
|
$
|
(40,886)
|
$
|
(2,863)
|
$
|
(42,824)
|
$
|
(676,771)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(0.44)
|
$
|
(0.02)
|
$
|
(0.92)
|
|
|
|
Weighted Average Membership Interests
|
93,700
|
115,800
|
46,800
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-68
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series #KW
|
|
Series Drop 002
|
|
Series Drop 003
|
|
Series Drop 004
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
2,838
|
$
|
2,745
|
$
|
2,838
|
$
|
2,016
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
1,478
|
|
201
|
|
314
|
|
252
|
|
Total Operating Expenses
|
|
4,316
|
|
2,946
|
|
3,152
|
|
2,268
|
|
Loss from Operations
|
|
(4,316)
|
|
(2,946)
|
|
(3,152)
|
|
(2,268)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
-
|
|
-
|
|
-
|
|
(5,193)
|
|
Gain/(Loss) on Cancellation of Promissory Note
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
-
|
|
-
|
|
-
|
|
(22,921)
|
|
Total Other Income/(Expenses)
|
|
-
|
|
-
|
|
-
|
|
(28,114)
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(4,316)
|
|
(2,946)
|
|
(3,152)
|
|
(30,382)
|
|
Provision for Income Taxes
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Income/(Loss)
|
$
|
(4,366)
|
$
|
(2,996)
|
$
|
(3,202)
|
$
|
(30,432)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(0.44)
|
$
|
(3.00)
|
$
|
(3.20)
|
$
|
(30.43)
|
|
Weighted Average Membership Interests
|
10,000
|
1,000
|
1,000
|
1,000
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-69
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Drop 005
|
|
Series Drop 008
|
|
Series Drop 009
|
|
Series Drop 010
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
2,838
|
$
|
2,016
|
$
|
2,170
|
$
|
2,745
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
634
|
|
141
|
|
1,240
|
|
173
|
|
Total Operating Expenses
|
|
3,472
|
|
2,157
|
|
3,410
|
|
2,918
|
|
Loss from Operations
|
|
(3,472)
|
|
(2,157)
|
|
(3,410)
|
|
(2,918)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
-
|
|
(4,860)
|
|
(225,000)
|
|
-
|
|
Gain/(Loss) on Cancellation of Promissory Note
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
(9,750)
|
|
-
|
|
-
|
|
-
|
|
Total Other Income/(Expenses)
|
|
(9,750)
|
|
(4,860)
|
|
(225,000)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(13,222)
|
|
(7,017)
|
|
(228,410)
|
|
(2,918)
|
|
Provision for Income Taxes
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Income/(Loss)
|
$
|
(13,272)
|
$
|
(7,067)
|
$
|
(228,460)
|
$
|
(2,968)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(10.62)
|
$
|
(7.07)
|
$
|
(70.30)
|
$
|
(2.97)
|
|
Weighted Average Membership Interests
|
1,250
|
1,000
|
3,250
|
1,000
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-70
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Gallery Drop 011
|
|
Series Gallery Drop 012
|
|
Series Gallery Drop 013
|
|
Series Gallery Drop 014
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
2,838
|
$
|
2,838
|
$
|
2,838
|
$
|
2,745
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
251
|
|
920
|
|
601
|
|
201
|
|
Total Operating Expenses
|
|
3,089
|
|
3,758
|
|
3,439
|
|
2,946
|
|
Loss from Operations
|
|
(3,089)
|
|
(3,758)
|
|
(3,439)
|
|
(2,946)
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
(3,089)
|
|
(3,758)
|
|
(3,439)
|
|
(2,946)
|
|
Provision for Income Taxes
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Income/(Loss)
|
$
|
(3,139)
|
$
|
(3,808)
|
$
|
(3,489)
|
$
|
(2,996)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(3.14)
|
$
|
(1.90)
|
$
|
(2.33)
|
$
|
(3.00)
|
|
Weighted Average Membership Interests
|
1,000
|
2,000
|
1,500
|
1,000
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-71
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Gallery Drop 015
|
|
Series Gallery Drop 016
|
|
Series Gallery Drop 017
|
|
Series Gallery Drop 018
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
2,016
|
$
|
2,745
|
$
|
2,838
|
$
|
2,170
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
179
|
|
150
|
|
402
|
|
146
|
|
Total Operating Expenses
|
|
2,195
|
|
2,895
|
|
3,240
|
|
2,316
|
|
Loss from Operations
|
|
(2,195)
|
|
(2,895)
|
|
(3,240)
|
|
(2,316)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
(11,160)
|
|
-
|
|
-
|
|
16,480
|
|
Gain/(Loss) on Cancellation of Promissory Note
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
(3,330)
|
|
-
|
|
-
|
|
-
|
|
Total Other Income/(Expenses)
|
|
(14,490)
|
|
-
|
|
-
|
|
16,480
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(16,685)
|
|
(2,895)
|
|
(3,240)
|
|
14,164
|
|
Provision for Income Taxes
|
|
50
|
|
50
|
|
50
|
|
3,024
|
|
Net Income/(Loss)
|
$
|
(16,735)
|
$
|
(2,945)
|
$
|
(3,290)
|
$
|
11,140
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(16.74)
|
$
|
(2.95)
|
$
|
(3.29)
|
$
|
23.21
|
|
Weighted Average Membership Interests
|
1,000
|
1,000
|
1,000
|
480
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-72
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Gallery Drop 019
|
|
Series Gallery Drop 020
|
|
Series Gallery Drop 021
|
|
Series Gallery Drop 022
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
2,016
|
$
|
-
|
$
|
2,745
|
$
|
2,745
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
80
|
|
-
|
|
184
|
|
200
|
|
Total Operating Expenses
|
|
2,096
|
|
-
|
|
2,929
|
|
2,945
|
|
Loss from Operations
|
|
(2,096)
|
|
-
|
|
(2,929)
|
|
(2,945)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
(4,820)
|
|
-
|
|
-
|
|
-
|
|
Gain/(Loss) on Cancellation of Promissory Note
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Total Other Income/(Expenses)
|
|
(4,820)
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(6,916)
|
|
-
|
|
(2,929)
|
|
(2,945)
|
|
Provision for Income Taxes
|
|
50
|
|
-
|
|
50
|
|
50
|
|
Net Income/(Loss)
|
$
|
(6,966)
|
$
|
-
|
$
|
(2,979)
|
$
|
(2,995)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(9.29)
|
$
|
-
|
$
|
(2.71)
|
$
|
(3.00)
|
|
Weighted Average Membership Interests
|
750
|
1,820
|
1,100
|
1,000
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-73
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Gallery Drop 023
|
|
Series Gallery Drop 024
|
|
Series Gallery Drop 025
|
|
Series Gallery Drop 026
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
2,170
|
$
|
2,170
|
$
|
-
|
$
|
1,623
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
293
|
|
190
|
|
-
|
|
213
|
|
Total Operating Expenses
|
|
2,463
|
|
2,360
|
|
-
|
|
1,836
|
|
Loss from Operations
|
|
(2,463)
|
|
(2,360)
|
|
-
|
|
(1,836)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
20,000
|
|
9,400
|
|
-
|
|
105,000
|
|
Gain/(Loss) on Cancellation of Promissory Note
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Total Other Income/(Expenses)
|
|
20,000
|
|
9,400
|
|
-
|
|
105,000
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
17,537
|
|
7,040
|
|
-
|
|
103,164
|
|
Provision for Income Taxes
|
|
2,983
|
|
1,031
|
|
-
|
|
50
|
|
Net Income/(Loss)
|
$
|
14,554
|
$
|
6,009
|
$
|
-
|
$
|
103,114
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
14.55
|
$
|
6.01
|
$
|
-
|
$
|
51.56
|
|
Weighted Average Membership Interests
|
1,000
|
1,000
|
1,000
|
2,000
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-74
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Gallery Drop 027
|
|
Series Gallery Drop 028
|
|
Series Gallery Drop 029
|
|
Series Gallery Drop 030
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
-
|
$
|
2,745
|
$
|
2,745
|
$
|
2,838
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
-
|
|
147
|
|
312
|
|
467
|
|
Total Operating Expenses
|
|
-
|
|
2,892
|
|
3,057
|
|
3,305
|
|
Loss from Operations
|
|
-
|
|
(2,892)
|
|
(3,057)
|
|
(3,305)
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
-
|
|
(2,892)
|
|
(3,057)
|
|
(3,305)
|
|
Provision for Income Taxes
|
|
-
|
|
50
|
|
50
|
|
50
|
|
Net Income/(Loss)
|
$
|
-
|
$
|
(2,942)
|
$
|
(3,107)
|
$
|
(3,355)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
-
|
$
|
(1.47)
|
$
|
(0.62)
|
$
|
(1.68)
|
|
Weighted Average Membership Interests
|
5,000
|
2,000
|
5,000
|
2,000
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-75
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Gallery Drop 031
|
|
Series Gallery Drop 032
|
|
Series Gallery Drop 033
|
|
Series Gallery Drop 034
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
2,838
|
$
|
2,170
|
$
|
2,746
|
$
|
2,838
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
369
|
|
119
|
|
160
|
|
2,460
|
|
Total Operating Expenses
|
|
3,207
|
|
2,289
|
|
2,906
|
|
5,298
|
|
Loss from Operations
|
|
(3,207)
|
|
(2,289)
|
|
(2,906)
|
|
(5,298)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
-
|
|
4,066
|
|
-
|
|
-
|
|
Gain/(Loss) on Cancellation of Promissory Note
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Total Other Income/(Expenses)
|
|
-
|
|
4,066
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(3,207)
|
|
1,777
|
|
(2,906)
|
|
(5,298)
|
|
Provision for Income Taxes
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Income/(Loss)
|
$
|
(3,257)
|
$
|
1,727
|
$
|
(2,956)
|
$
|
(5,348)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(1.63)
|
$
|
0.35
|
$
|
(1.23)
|
$
|
(0.25)
|
|
Weighted Average Membership Interests
|
2,000
|
5,000
|
2,400
|
21,250
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-76
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Gallery Drop 035
|
|
Series Gallery Drop 036
|
|
Series Gallery Drop 037
|
|
Series Gallery Drop 038
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
2,170
|
$
|
2,745
|
$
|
2,746
|
$
|
2,016
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
291
|
|
288
|
|
176
|
|
278
|
|
Total Operating Expenses
|
|
2,461
|
|
3,033
|
|
2,922
|
|
2,294
|
|
Loss from Operations
|
|
(2,461)
|
|
(3,033)
|
|
(2,922)
|
|
(2,294)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
(14,400)
|
|
-
|
|
-
|
|
1,500
|
|
Gain/(Loss) on Cancellation of Promissory Note
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
-
|
|
-
|
|
-
|
|
(24,405)
|
|
Total Other Income/(Expenses)
|
|
(14,400)
|
|
-
|
|
-
|
|
(22,905)
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(16,861)
|
|
(3,033)
|
|
(2,922)
|
|
(25,199)
|
|
Provision for Income Taxes
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Income/(Loss)
|
$
|
(16,911)
|
$
|
(3,083)
|
$
|
(2,972)
|
$
|
(25,249)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(4.51)
|
$
|
(0.60)
|
$
|
(1.12)
|
$
|
(3.44)
|
|
Weighted Average Membership Interests
|
3,750
|
5,100
|
2,650
|
7,350
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-77
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Gallery Drop 039
|
|
Series Gallery Drop 040
|
|
Series Gallery Drop 041
|
|
Series Gallery Drop 042
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
2,838
|
$
|
2,745
|
$
|
2,745
|
$
|
2,746
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
476
|
|
217
|
|
81
|
|
153
|
|
Total Operating Expenses
|
|
3,314
|
|
2,962
|
|
2,826
|
|
2,899
|
|
Loss from Operations
|
|
(3,314)
|
|
(2,962)
|
|
(2,826)
|
|
(2,899)
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
(3,314)
|
|
(2,962)
|
|
(2,826)
|
|
(2,899)
|
|
Provision for Income Taxes
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Income/(Loss)
|
$
|
(3,364)
|
$
|
(3,012)
|
$
|
(2,876)
|
$
|
(2,949)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(0.50)
|
$
|
(0.85)
|
$
|
(0.52)
|
$
|
(1.40)
|
|
Weighted Average Membership Interests
|
6,750
|
3,550
|
5,500
|
2,100
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-78
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Gallery Drop 043
|
|
Series Gallery Drop 044
|
|
Series Gallery Drop 045
|
|
Series Gallery Drop 046
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
2,746
|
$
|
1,911
|
$
|
-
|
$
|
2,738
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
316
|
|
2,178
|
|
-
|
|
408
|
|
Total Operating Expenses
|
|
3,062
|
|
4,089
|
|
-
|
|
3,146
|
|
Loss from Operations
|
|
(3,062)
|
|
(4,089)
|
|
-
|
|
(3,146)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Gain/(Loss) on Cancellation of Promissory Note
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
(6,700)
|
|
-
|
|
-
|
|
(6,455)
|
|
Total Other Income/(Expenses)
|
|
(6,700)
|
|
-
|
|
-
|
|
(6,455)
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(9,762)
|
|
(4,089)
|
|
-
|
|
(9,601)
|
|
Provision for Income Taxes
|
|
50
|
|
50
|
|
-
|
|
50
|
|
Net Income/(Loss)
|
$
|
(9,812)
|
$
|
(4,139)
|
$
|
-
|
$
|
(9,651)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(1.46)
|
$
|
(0.06)
|
$
|
-
|
$
|
(1.82)
|
|
Weighted Average Membership Interests
|
6,700
|
70,000
|
23,000
|
5,300
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-79
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Gallery Drop 047
|
|
Series Gallery Drop 048
|
|
Series Gallery Drop 049
|
|
Series Gallery Drop 050
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
1,941
|
$
|
2,763
|
$
|
2,763
|
$
|
2,096
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
118
|
|
443
|
|
1,348
|
|
199
|
|
Total Operating Expenses
|
|
2,059
|
|
3,206
|
|
4,111
|
|
2,295
|
|
Loss from Operations
|
|
(2,059)
|
|
(3,206)
|
|
(4,111)
|
|
(2,295)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
42,784
|
|
-
|
|
-
|
|
(9,480)
|
|
Gain/(Loss) on Cancellation of Promissory Note
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
-
|
|
(22,147)
|
|
-
|
|
(8,349)
|
|
Total Other Income/(Expenses)
|
|
42,784
|
|
(22,147)
|
|
-
|
|
(17,829)
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
40,725
|
|
(25,353)
|
|
(4,111)
|
|
(20,124)
|
|
Provision for Income Taxes
|
|
10,208
|
|
50
|
|
50
|
|
50
|
|
Net Income/(Loss)
|
$
|
30,517
|
$
|
(25,403)
|
$
|
(4,161)
|
$
|
(20,174)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
10.17
|
$
|
(4.38)
|
$
|
(0.18)
|
$
|
(6.84)
|
|
Weighted Average Membership Interests
|
3,000
|
5,800
|
22,500
|
2,950
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-80
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Gallery Drop 051
|
|
Series Gallery Drop 052
|
|
Series Gallery Drop 053
|
|
Series Gallery Drop 054
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
2,763
|
$
|
1,941
|
$
|
2,096
|
$
|
1,941
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
285
|
|
43
|
|
309
|
|
78
|
|
Total Operating Expenses
|
|
3,048
|
|
1,984
|
|
2,405
|
|
2,019
|
|
Loss from Operations
|
|
(3,048)
|
|
(1,984)
|
|
(2,405)
|
|
(2,019)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
-
|
|
(1,632)
|
|
(18,240)
|
|
(5,093)
|
|
Gain/(Loss) on Cancellation of Promissory Note
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
(2,701)
|
|
(3,480)
|
|
(154)
|
|
-
|
|
Total Other Income/(Expenses)
|
|
(2,701)
|
|
(5,112)
|
|
(18,394)
|
|
(5,093)
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(5,749)
|
|
(7,096)
|
|
(20,799)
|
|
(7,112)
|
|
Provision for Income Taxes
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Income/(Loss)
|
$
|
(5,799)
|
$
|
(7,146)
|
$
|
(20,849)
|
$
|
(7,162)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(1.87)
|
$
|
(7.15)
|
$
|
(2.62)
|
$
|
(3.77)
|
|
Weighted Average Membership Interests
|
3,100
|
1,000
|
7,950
|
1,900
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-81
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Gallery Drop 055
|
|
Series Gallery Drop 056
|
|
Series Gallery Drop 057
|
|
Series Gallery Drop 058
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
1,941
|
$
|
1,941
|
$
|
1,941
|
$
|
1,941
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
177
|
|
84
|
|
71
|
|
86
|
|
Total Operating Expenses
|
|
2,118
|
|
2,025
|
|
2,012
|
|
2,027
|
|
Loss from Operations
|
|
(2,118)
|
|
(2,025)
|
|
(2,012)
|
|
(2,027)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
(1,218)
|
|
(4,925)
|
|
1,900
|
|
(295)
|
|
Gain/(Loss) on Cancellation of Promissory Note
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
(22,324)
|
|
(3,935)
|
|
(730)
|
|
(11,327)
|
|
Total Other Income/(Expenses)
|
|
(23,542)
|
|
(8,860)
|
|
1,170
|
|
(11,622)
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(25,660)
|
|
(10,885)
|
|
(842)
|
|
(13,649)
|
|
Provision for Income Taxes
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Income/(Loss)
|
$
|
(25,710)
|
$
|
(10,935)
|
$
|
(892)
|
$
|
(13,699)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(5.41)
|
$
|
(5.16)
|
$
|
(0.50)
|
$
|
(6.12)
|
|
Weighted Average Membership Interests
|
4,750
|
2,120
|
1,800
|
2,240
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-82
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Gallery Drop 059
|
|
Series Gallery Drop 060
|
|
Series Gallery Drop 061
|
|
Series Gallery Drop 062
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
2,763
|
$
|
1,548
|
$
|
1,941
|
$
|
2,096
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
541
|
|
108
|
|
92
|
|
160
|
|
Total Operating Expenses
|
|
3,304
|
|
1,656
|
|
2,033
|
|
2,256
|
|
Loss from Operations
|
|
(3,304)
|
|
(1,656)
|
|
(2,033)
|
|
(2,256)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
-
|
|
91,415
|
|
(9,928)
|
|
7,037
|
|
Gain/(Loss) on Cancellation of Promissory Note
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Total Other Income/(Expenses)
|
|
-
|
|
91,415
|
|
(9,928)
|
|
7,037
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(3,304)
|
|
89,759
|
|
(11,961)
|
|
4,781
|
|
Provision for Income Taxes
|
|
50
|
|
22,576
|
|
50
|
|
816
|
|
Net Income/(Loss)
|
$
|
(3,354)
|
$
|
67,183
|
$
|
(12,011)
|
$
|
3,965
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(0.43)
|
$
|
13.15
|
$
|
(5.20)
|
$
|
2.45
|
|
Weighted Average Membership Interests
|
7,760
|
5,110
|
2,310
|
1,620
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-83
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Gallery Drop 063
|
|
Series Gallery Drop 064
|
|
Series Gallery Drop 065
|
|
Series Gallery Drop 066
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
2,763
|
$
|
2,763
|
$
|
1,941
|
$
|
2,763
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
233
|
|
302
|
|
86
|
|
564
|
|
Total Operating Expenses
|
|
2,996
|
|
3,065
|
|
2,027
|
|
3,327
|
|
Loss from Operations
|
|
(2,996)
|
|
(3,065)
|
|
(2,027)
|
|
(3,327)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
-
|
|
-
|
|
2,366
|
|
-
|
|
Gain/(Loss) on Cancellation of Promissory Note
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
-
|
|
(11,956)
|
|
-
|
|
-
|
|
Total Other Income/(Expenses)
|
|
-
|
|
(11,956)
|
|
2,366
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(2,996)
|
|
(15,021)
|
|
339
|
|
(3,327)
|
|
Provision for Income Taxes
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Income/(Loss)
|
$
|
(3,046)
|
$
|
(15,071)
|
$
|
289
|
$
|
(3,377)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(1.44)
|
$
|
(4.47)
|
$
|
0.11
|
$
|
(0.36)
|
|
Weighted Average Membership Interests
|
2,110
|
3,370
|
2,612
|
9,470
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-84
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Gallery Drop 067
|
|
Series Gallery Drop 068
|
|
Series Gallery Drop 069
|
|
Series Gallery Drop 070
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
2,095
|
$
|
1,941
|
$
|
1,941
|
$
|
1,941
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
258
|
|
99
|
|
138
|
|
124
|
|
Total Operating Expenses
|
|
2,353
|
|
2,040
|
|
2,079
|
|
2,065
|
|
Loss from Operations
|
|
(2,353)
|
|
(2,040)
|
|
(2,079)
|
|
(2,065)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
(10,948)
|
|
300
|
|
(20,365)
|
|
(4,800)
|
|
Gain/(Loss) on Cancellation of Promissory Note
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
(29,908)
|
|
(15,542)
|
|
(3,800)
|
|
(13,255)
|
|
Total Other Income/(Expenses)
|
|
(40,856)
|
|
(15,242)
|
|
(24,165)
|
|
(18,055)
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(43,209)
|
|
(17,282)
|
|
(26,244)
|
|
(20,120)
|
|
Provision for Income Taxes
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Income/(Loss)
|
$
|
(43,259)
|
$
|
(17,332)
|
$
|
(26,294)
|
$
|
(20,170)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(6.84)
|
$
|
(6.85)
|
$
|
(7.11)
|
$
|
(6.15)
|
|
Weighted Average Membership Interests
|
6,320
|
2,530
|
3,700
|
3,280
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-85
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Gallery Drop 071
|
|
Series Gallery Drop 072
|
|
Series Gallery Drop 073
|
|
Series Gallery Drop 074
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
2,763
|
$
|
1,941
|
$
|
2,095
|
$
|
2,096
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
608
|
|
1,041
|
|
187
|
|
103
|
|
Total Operating Expenses
|
|
3,371
|
|
2,982
|
|
2,282
|
|
2,199
|
|
Loss from Operations
|
|
(3,371)
|
|
(2,982)
|
|
(2,282)
|
|
(2,199)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
-
|
|
(130,197)
|
|
(8,790)
|
|
(3,045)
|
|
Gain/(Loss) on Cancellation of Promissory Note
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
(22,132)
|
|
-
|
|
(458)
|
|
-
|
|
Total Other Income/(Expenses)
|
|
(22,132)
|
|
(130,197)
|
|
(9,248)
|
|
(3,045)
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(25,503)
|
|
(133,179)
|
|
(11,530)
|
|
(5,244)
|
|
Provision for Income Taxes
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Income/(Loss)
|
$
|
(25,553)
|
$
|
(133,229)
|
$
|
(11,580)
|
$
|
(5,294)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(2.46)
|
$
|
(3.81)
|
$
|
(2.48)
|
$
|
(2.41)
|
|
Weighted Average Membership Interests
|
10,390
|
35,000
|
4,660
|
2,200
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-86
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Gallery Drop 075
|
|
Series Gallery Drop 076
|
|
Series Gallery Drop 077
|
|
Series Gallery Drop 078
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
1,615
|
$
|
1,941
|
$
|
1,941
|
$
|
1,940
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
240
|
|
199
|
|
141
|
|
89
|
|
Total Operating Expenses
|
|
1,855
|
|
2,140
|
|
2,082
|
|
2,029
|
|
Loss from Operations
|
|
(1,855)
|
|
(2,140)
|
|
(2,082)
|
|
(2,029)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
(51,322)
|
|
(1,874)
|
|
(5,950)
|
|
(47)
|
|
Gain/(Loss) on Cancellation of Promissory Note
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
-
|
|
(3,448)
|
|
(7,265)
|
|
-
|
|
Total Other Income/(Expenses)
|
|
(51,322)
|
|
(5,322)
|
|
(13,215)
|
|
(47)
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(53,177)
|
|
(7,462)
|
|
(15,297)
|
|
(2,076)
|
|
Provision for Income Taxes
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Income/(Loss)
|
$
|
(53,227)
|
$
|
(7,512)
|
$
|
(15,347)
|
$
|
(2,126)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(9.13)
|
$
|
(1.29)
|
$
|
(3.96)
|
$
|
(0.97)
|
|
Weighted Average Membership Interests
|
5,830
|
5,830
|
3,880
|
2,200
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-87
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Gallery Drop 079
|
|
Series Gallery Drop 080
|
|
Series Gallery Drop 082
|
|
Series Gallery Drop 083
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
2,096
|
$
|
1,941
|
$
|
1,218
|
$
|
2,095
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
102
|
|
67
|
|
89
|
|
188
|
|
Total Operating Expenses
|
|
2,198
|
|
2,008
|
|
1,307
|
|
2,283
|
|
Loss from Operations
|
|
(2,198)
|
|
(2,008)
|
|
(1,307)
|
|
(2,283)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
(4,458)
|
|
13,574
|
|
24,859
|
|
(5,120)
|
|
Gain/(Loss) on Cancellation of Promissory Note
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
-
|
|
-
|
|
-
|
|
(4,579)
|
|
Total Other Income/(Expenses)
|
|
(4,458)
|
|
13,574
|
|
24,859
|
|
(9,699)
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(6,656)
|
|
11,566
|
|
23,552
|
|
(11,982)
|
|
Provision for Income Taxes
|
|
50
|
|
2,597
|
|
4,936
|
|
50
|
|
Net Income/(Loss)
|
$
|
(6,706)
|
$
|
8,969
|
$
|
18,616
|
$
|
(12,032)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(3.16)
|
$
|
5.68
|
$
|
2.21
|
$
|
(2.54)
|
|
Weighted Average Membership Interests
|
2,120
|
1,580
|
8,420
|
4,740
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-88
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Gallery Drop 086
|
|
Series Gallery Drop 089
|
|
Series Gallery Drop 091
|
|
Series Gallery Drop 093
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
2,095
|
$
|
1,940
|
$
|
1,614
|
$
|
1,940
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
519
|
|
92
|
|
119
|
|
167
|
|
Total Operating Expenses
|
|
2,614
|
|
2,032
|
|
1,733
|
|
2,107
|
|
Loss from Operations
|
|
(2,614)
|
|
(2,032)
|
|
(1,733)
|
|
(2,107)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
(42,500)
|
|
(1,970)
|
|
(1,767)
|
|
3,800
|
|
Gain/(Loss) on Cancellation of Promissory Note
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
(162,458)
|
|
(19,446)
|
|
(1,839)
|
|
(35,247)
|
|
Total Other Income/(Expenses)
|
|
(204,958)
|
|
(21,416)
|
|
(3,606)
|
|
(31,447)
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(207,572)
|
|
(23,448)
|
|
(5,339)
|
|
(33,554)
|
|
Provision for Income Taxes
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Income/(Loss)
|
$
|
(207,622)
|
$
|
(23,498)
|
$
|
(5,389)
|
$
|
(33,604)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(5.69)
|
$
|
(9.32)
|
$
|
(1.37)
|
$
|
(7.34)
|
|
Weighted Average Membership Interests
|
36,470
|
2,520
|
3,940
|
4,580
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-89
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Gallery Drop 094
|
|
Series Gallery Drop 095
|
|
Series Gallery Drop 096
|
|
Series Gallery Drop 097
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
2,095
|
$
|
1,941
|
$
|
2,095
|
$
|
-
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
109
|
|
175
|
|
127
|
|
-
|
|
Total Operating Expenses
|
|
2,204
|
|
2,116
|
|
2,222
|
|
-
|
|
Loss from Operations
|
|
(2,204)
|
|
(2,116)
|
|
(2,222)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
(7,369)
|
|
(20,039)
|
|
768
|
|
-
|
|
Gain/(Loss) on Cancellation of Promissory Note
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
-
|
|
-
|
|
(8,600)
|
|
-
|
|
Total Other Income/(Expenses)
|
|
(7,369)
|
|
(20,039)
|
|
(7,832)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(9,573)
|
|
(22,155)
|
|
(10,054)
|
|
-
|
|
Provision for Income Taxes
|
|
50
|
|
50
|
|
50
|
|
-
|
|
Net Income/(Loss)
|
$
|
(9,623)
|
$
|
(22,205)
|
$
|
(10,104)
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(4.22)
|
$
|
(4.66)
|
$
|
(3.31)
|
$
|
-
|
|
Weighted Average Membership Interests
|
2,280
|
4,760
|
3,050
|
3,160
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-90
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Gallery Drop 098
|
|
Series Gallery Drop 099
|
|
Series Gallery Drop 100
|
|
Series Gallery Drop 101
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
1,940
|
$
|
2,763
|
$
|
1,940
|
$
|
2,762
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
62
|
|
864
|
|
76
|
|
1,007
|
|
Total Operating Expenses
|
|
2,002
|
|
3,627
|
|
2,016
|
|
3,769
|
|
Loss from Operations
|
|
(2,002)
|
|
(3,627)
|
|
(2,016)
|
|
(3,769)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
(3,480)
|
|
-
|
|
1,963
|
|
-
|
|
Gain/(Loss) on Cancellation of Promissory Note
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
(7,305)
|
|
-
|
|
(5,800)
|
|
-
|
|
Total Other Income/(Expenses)
|
|
(10,785)
|
|
-
|
|
(3,837)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(12,787)
|
|
(3,627)
|
|
(5,853)
|
|
(3,769)
|
|
Provision for Income Taxes
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Income/(Loss)
|
$
|
(12,837)
|
$
|
(3,677)
|
$
|
(5,903)
|
$
|
(3,819)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(8.73)
|
$
|
(0.27)
|
$
|
(3.03)
|
$
|
(0.18)
|
|
Weighted Average Membership Interests
|
1,470
|
13,680
|
1,950
|
21,130
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-91
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Gallery Drop 102
|
|
Series Gallery Drop 103
|
|
Series Gallery Drop 104
|
|
Series Gallery Drop 105
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
1,940
|
$
|
2,285
|
$
|
1,940
|
$
|
2,095
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
60
|
|
33
|
|
57
|
|
186
|
|
Total Operating Expenses
|
|
2,000
|
|
2,318
|
|
1,997
|
|
2,281
|
|
Loss from Operations
|
|
(2,000)
|
|
(2,318)
|
|
(1,997)
|
|
(2,281)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
860
|
|
17,469
|
|
12,987
|
|
36,511
|
|
Gain/(Loss) on Cancellation of Promissory Note
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
(7,755)
|
|
-
|
|
-
|
|
(8,000)
|
|
Total Other Income/(Expenses)
|
|
(6,895)
|
|
17,469
|
|
12,987
|
|
28,511
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(8,895)
|
|
15,151
|
|
10,990
|
|
26,230
|
|
Provision for Income Taxes
|
|
50
|
|
3,665
|
|
2,513
|
|
1,095
|
|
Net Income/(Loss)
|
$
|
(8,945)
|
$
|
11,486
|
$
|
8,477
|
$
|
25,135
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(6.04)
|
$
|
6.24
|
$
|
6.47
|
$
|
3.87
|
|
Weighted Average Membership Interests
|
1,480
|
1,840
|
1,310
|
6,500
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-92
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Gallery Drop 107
|
|
Series Gallery Drop 108
|
|
Series Gallery Drop 109
|
|
Series Gallery Drop 110
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
1,940
|
$
|
1,940
|
$
|
2,095
|
$
|
1,508
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
94
|
|
122
|
|
106
|
|
18
|
|
Total Operating Expenses
|
|
2,034
|
|
2,062
|
|
2,201
|
|
1,526
|
|
Loss from Operations
|
|
(2,034)
|
|
(2,062)
|
|
(2,201)
|
|
(1,526)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
(13,846)
|
|
(21,921)
|
|
(2,951)
|
|
6,136
|
|
Gain/(Loss) on Cancellation of Promissory Note
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
-
|
|
-
|
|
(15,749)
|
|
-
|
|
Total Other Income/(Expenses)
|
|
(13,846)
|
|
(21,921)
|
|
(18,700)
|
|
6,136
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(15,880)
|
|
(23,983)
|
|
(20,901)
|
|
4,610
|
|
Provision for Income Taxes
|
|
50
|
|
50
|
|
50
|
|
1,001
|
|
Net Income/(Loss)
|
$
|
(15,930)
|
$
|
(24,033)
|
$
|
(20,951)
|
$
|
3,609
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(6.69)
|
$
|
(7.58)
|
$
|
(6.47)
|
$
|
3.40
|
|
Weighted Average Membership Interests
|
2,380
|
3,170
|
3,240
|
1,060
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-93
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Gallery Drop 111
|
|
Series Gallery Drop 112
|
|
Series Gallery Drop 113
|
|
Series Gallery Drop 114
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
1,941
|
$
|
2,096
|
$
|
2,096
|
$
|
2,670
|
|
Sourcing Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Transportation, Storage and Insurance
|
|
80
|
|
316
|
|
248
|
|
281
|
|
Total Operating Expenses
|
|
2,021
|
|
2,412
|
|
2,344
|
|
2,951
|
|
Loss from Operations
|
|
(2,021)
|
|
(2,412)
|
|
(2,344)
|
|
(2,951)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
(9,782)
|
|
(8,760)
|
|
(12,660)
|
|
-
|
|
Gain/(Loss) on Cancellation of Promissory Note
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
-
|
|
(49,300)
|
|
(31,097)
|
|
(1,746)
|
|
Total Other Income/(Expenses)
|
|
(9,782)
|
|
(58,060)
|
|
(43,757)
|
|
(1,746)
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(11,803)
|
|
(60,472)
|
|
(46,101)
|
|
(4,697)
|
|
Provision for Income Taxes
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Income/(Loss)
|
$
|
(11,853)
|
$
|
(60,522)
|
$
|
(46,151)
|
$
|
(4,747)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(6.27)
|
$
|
(8.07)
|
$
|
(7.97)
|
$
|
(3.52)
|
|
Weighted Average Membership Interests
|
1,890
|
7,500
|
5,790
|
1,350
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-94
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Gallery Drop 115
|
|
Series Gallery Drop 116
|
|
Series Gallery Drop 117
|
|
Series Gallery Drop 118
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
2,096
|
$
|
2,764
|
$
|
1,424
|
$
|
-
|
|
Sourcing Fees
|
|
-
|
|
8,464
|
|
3,514
|
|
-
|
|
Transportation, Storage and Insurance
|
|
161
|
|
1,407
|
|
561
|
|
-
|
|
Total Operating Expenses
|
|
2,257
|
|
12,635
|
|
5,499
|
|
-
|
|
Loss from Operations
|
|
(2,257)
|
|
(12,635)
|
|
(5,499)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
(2,500)
|
|
-
|
|
-
|
|
-
|
|
Gain/(Loss) on Cancellation of Promissory Note
|
|
-
|
|
-
|
|
-
|
|
9,352
|
|
(Loss) on Impairment
|
|
(6,478)
|
|
(63,395)
|
|
(13,508)
|
|
-
|
|
Total Other Income/(Expenses)
|
|
(8,978)
|
|
(63,395)
|
|
(13,508)
|
|
9,352
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(11,235)
|
|
(76,030)
|
|
(19,007)
|
|
9,352
|
|
Provision for Income Taxes
|
|
50
|
|
-
|
|
50
|
|
-
|
|
Net Income/(Loss)
|
$
|
(11,285)
|
$
|
(76,030)
|
$
|
(19,057)
|
$
|
9,352
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(6.84)
|
$
|
(0.32)
|
$
|
(0.20)
|
$
|
-
|
|
Weighted Average Membership Interests
|
1,650
|
236,800
|
93,700
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-95
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Gallery Drop 119
|
|
Series Gallery Drop 120
|
|
Series Gallery Drop 121
|
|
Series Gallery Drop 122
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
2,671
|
$
|
-
|
$
|
2,096
|
$
|
2,764
|
|
Sourcing Fees
|
|
3,416
|
|
-
|
|
1,054
|
|
4,127
|
|
Transportation, Storage and Insurance
|
|
535
|
|
-
|
|
329
|
|
980
|
|
Total Operating Expenses
|
|
6,622
|
|
-
|
|
3,479
|
|
7,871
|
|
Loss from Operations
|
|
(6,622)
|
|
-
|
|
(3,479)
|
|
(7,871)
|
|
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
(45,840)
|
|
-
|
|
(10,732)
|
|
-
|
|
Gain/(Loss) on Cancellation of Promissory Note
|
|
-
|
|
(99)
|
|
-
|
|
-
|
|
(Loss) on Impairment
|
|
(9,140)
|
|
-
|
|
-
|
|
-
|
|
Total Other Income/(Expenses)
|
|
(54,980)
|
|
(99)
|
|
(10,732)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(61,602)
|
|
(99)
|
|
(14,211)
|
|
(7,871)
|
|
Provision for Income Taxes
|
|
50
|
|
-
|
|
50
|
|
50
|
|
Net Income/(Loss)
|
$
|
(61,652)
|
$
|
(99)
|
$
|
(14,261)
|
$
|
(7,921)
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(0.70)
|
$
|
-
|
$
|
(0.43)
|
$
|
(0.07)
|
|
Weighted Average Membership Interests
|
88,400
|
-
|
32,800
|
115,800
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-96
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Gallery Drop 123
|
|
Unallocated
|
|
Total Consolidated
|
|
Operating Expenses
|
|
|
|
|
|
|
|
Organizational Costs
|
$
|
2,764
|
$
|
-
|
$
|
242,265
|
|
Sourcing Fees
|
|
1,714
|
|
-
|
|
22,289
|
|
Transportation, Storage and Insurance
|
|
446
|
|
-
|
|
35,676
|
|
Total Operating Expenses
|
|
4,924
|
|
-
|
|
300,230
|
|
Loss from Operations
|
|
(4,924)
|
|
-
|
|
(300,230)
|
|
|
|
|
|
|
|
|
|
Other Income/(Expenses)
|
|
|
|
|
|
|
|
Gain/(Loss) on Sale of Asset
|
|
-
|
|
-
|
|
(348,102)
|
|
Gain/(Loss) on Cancellation of Promissory Note
|
|
-
|
|
-
|
|
9,253
|
|
(Loss) on Impairment
|
|
-
|
|
-
|
|
(707,914)
|
|
Total Other Income/(Expenses)
|
|
-
|
|
-
|
|
(1,046,763)
|
|
|
|
|
|
|
|
|
|
Income/(Loss) Before Income Taxes
|
|
(4,924)
|
|
-
|
|
(1,346,993)
|
|
Provision for Income Taxes
|
|
50
|
|
-
|
|
61,095
|
|
Net Income/(Loss)
|
$
|
(4,974)
|
$
|
-
|
$
|
(1,408,088)
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Income/(Loss) per Membership Interest
|
$
|
(0.11)
|
$
|
N/A
|
$
|
N/A
|
|
Weighted Average Membership Interests
|
46,800
|
N/A
|
N/A
|
See Independent Auditor’s report and 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 YEARS ENDED DECEMBER 31, 2023 AND 2022 (AUDITED)
|
|
|
Series #KW
|
|
Series Drop 002
|
|
Series Drop 003
|
|
Series Drop 004
|
|
Balance, December 31, 2021
|
$
|
234,897
|
$
|
28,542
|
$
|
31,789
|
$
|
42,710
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
4,454
|
|
-
|
|
4,652
|
|
Distributions
|
|
-
|
|
(30,000)
|
|
-
|
|
(16,930)
|
|
Net Income/(Loss)
|
|
(4,366)
|
|
(2,996)
|
|
(3,202)
|
|
(30,432)
|
|
Balance, December 31, 2022
|
$
|
230,531
|
$
|
-
|
$
|
28,587
|
$
|
-
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
(55,270)
|
|
-
|
|
Net Income/(Loss)
|
|
(52,025)
|
|
-
|
|
21,537
|
|
-
|
|
Balance, December 31, 2023
|
$
|
178,506
|
$
|
-
|
$
|
(5,146)
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series Drop 005
|
|
Series Drop 008
|
|
Series Drop 009
|
|
Series Drop 010
|
|
Balance, December 31, 2021
|
$
|
87,590
|
$
|
33,533
|
$
|
307,443
|
$
|
21,843
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
4,484
|
|
8,572
|
|
5,125
|
|
Distributions
|
|
-
|
|
(30,950)
|
|
(87,555)
|
|
(24,000)
|
|
Net Income/(Loss)
|
|
(13,272)
|
|
(7,067)
|
|
(228,460)
|
|
(2,968)
|
|
Balance, December 31, 2022
|
$
|
74,318
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Income/(Loss)
|
|
(2,678)
|
|
-
|
|
-
|
|
-
|
|
Balance, December 31, 2023
|
$
|
71,640
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and 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 YEARS ENDED DECEMBER 31, 2023 AND 2022 (AUDITED)
|
|
|
Series Gallery Drop 011
|
|
Series Gallery Drop 012
|
|
Series Gallery Drop 013
|
|
Series Gallery Drop 014
|
|
Balance, December 31, 2021
|
$
|
20,939
|
$
|
139,119
|
$
|
82,438
|
$
|
27,923
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
-
|
|
5,073
|
|
Distributions
|
|
-
|
|
-
|
|
-
|
|
(30,000)
|
|
Net Income/(Loss)
|
|
(3,139)
|
|
(3,808)
|
|
(3,489)
|
|
(2,996)
|
|
Balance, December 31, 2022
|
$
|
17,800
|
$
|
135,311
|
$
|
78,949
|
$
|
-
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
(1,703)
|
|
-
|
|
-
|
|
-
|
|
Net Income/(Loss)
|
|
(23,005)
|
|
(2,987)
|
|
(23,328)
|
|
-
|
|
Balance, December 31, 2023
|
$
|
(6,908)
|
$
|
132,324
|
$
|
55,621
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series Gallery Drop 015
|
|
Series Gallery Drop 016
|
|
Series Gallery Drop 017
|
|
Series Gallery Drop 018
|
|
Balance, December 31, 2021
|
$
|
22,618
|
$
|
17,619
|
$
|
47,401
|
$
|
9,626
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
(1)
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
4,377
|
|
4,865
|
|
-
|
|
4,403
|
|
Distributions
|
|
(10,260)
|
|
(19,539)
|
|
-
|
|
(28,142)
|
|
Net Income/(Loss)
|
|
(16,735)
|
|
(2,945)
|
|
(3,290)
|
|
11,140
|
|
Balance, December 31, 2022
|
$
|
-
|
$
|
-
|
$
|
44,111
|
$
|
(2,974)
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
-
|
|
2,974
|
|
Distributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Income/(Loss)
|
|
-
|
|
-
|
|
(3,986)
|
|
-
|
|
Balance, December 31, 2023
|
$
|
-
|
$
|
-
|
$
|
40,125
|
$
|
-
|
See Independent Auditor’s report and 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 YEARS ENDED DECEMBER 31, 2023 AND 2022 (AUDITED)
|
|
|
Series Gallery Drop 019
|
|
Series Gallery Drop 020
|
|
Series Gallery Drop 021
|
|
Series Gallery Drop 022
|
|
Balance, December 31, 2021
|
$
|
16,793
|
$
|
6
|
$
|
24,545
|
$
|
28,583
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
4,258
|
|
(6)
|
|
4,994
|
|
4,360
|
|
Distributions
|
|
(14,085)
|
|
-
|
|
(26,560)
|
|
(29,948)
|
|
Net Income/(Loss)
|
|
(6,966)
|
|
-
|
|
(2,979)
|
|
(2,995)
|
|
Balance, December 31, 2022
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Income/(Loss)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Balance, December 31, 2023
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series Gallery Drop 023
|
|
Series Gallery Drop 024
|
|
Series Gallery Drop 026
|
|
Series Gallery Drop 028
|
|
Balance, December 31, 2021
|
$
|
13,027
|
$
|
20,995
|
$
|
92,807
|
$
|
16,508
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
4,586
|
|
4,565
|
|
4,779
|
|
4,934
|
|
Distributions
|
|
(35,100)
|
|
(32,550)
|
|
(200,700)
|
|
(18,500)
|
|
Net Income/(Loss)
|
|
14,554
|
|
6,009
|
|
103,114
|
|
(2,942)
|
|
Balance, December 31, 2022
|
$
|
(2,933)
|
$
|
(981)
|
$
|
-
|
$
|
-
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
2,933
|
|
981
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Income/(Loss)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Balance, December 31, 2023
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and 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 YEARS ENDED DECEMBER 31, 2023 AND 2022 (AUDITED)
|
|
|
Series Gallery Drop 029
|
|
Series Gallery Drop 030
|
|
Series Gallery Drop 031
|
|
Series Gallery Drop 032
|
|
Balance, December 31, 2021
|
$
|
51,219
|
$
|
22,001
|
$
|
42,209
|
$
|
2,897
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
5,197
|
|
-
|
|
-
|
|
4,276
|
|
Distributions
|
|
(53,309)
|
|
-
|
|
-
|
|
(8,900)
|
|
Net Income/(Loss)
|
|
(3,107)
|
|
(3,355)
|
|
(3,257)
|
|
1,727
|
|
Balance, December 31, 2022
|
$
|
-
|
$
|
18,646
|
$
|
38,952
|
$
|
-
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
(6,523)
|
|
-
|
|
-
|
|
Net Income/(Loss)
|
|
-
|
|
(19,560)
|
|
(2,454)
|
|
-
|
|
Balance, December 31, 2023
|
$
|
-
|
$
|
(7,437)
|
$
|
36,498
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series Gallery Drop 033
|
|
Series Gallery Drop 034
|
|
Series Gallery Drop 035
|
|
Series Gallery Drop 036
|
|
Balance, December 31, 2021
|
$
|
19,906
|
$
|
411,808
|
$
|
40,231
|
$
|
46,104
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
4,525
|
|
-
|
|
5,180
|
|
5,181
|
|
Distributions
|
|
(21,475)
|
|
-
|
|
(28,500)
|
|
(48,202)
|
|
Net Income/(Loss)
|
|
(2,956)
|
|
(5,348)
|
|
(16,911)
|
|
(3,083)
|
|
Balance, December 31, 2022
|
$
|
-
|
$
|
406,460
|
$
|
-
|
$
|
-
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Income/(Loss)
|
|
-
|
|
(4,509)
|
|
-
|
|
-
|
|
Balance, December 31, 2023
|
$
|
-
|
$
|
401,951
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and 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 YEARS ENDED DECEMBER 31, 2023 AND 2022 (AUDITED)
|
|
|
Series Gallery Drop 037
|
|
Series Gallery Drop 038
|
|
Series Gallery Drop 039
|
|
Series Gallery Drop 040
|
|
Balance, December 31, 2021
|
$
|
22,798
|
$
|
69,843
|
$
|
60,068
|
$
|
31,560
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
4,932
|
|
4,872
|
|
-
|
|
4,663
|
|
Distributions
|
|
(24,758)
|
|
(49,466)
|
|
-
|
|
(33,211)
|
|
Net Income/(Loss)
|
|
(2,972)
|
|
(25,249)
|
|
(3,364)
|
|
(3,012)
|
|
Balance, December 31, 2022
|
$
|
-
|
$
|
-
|
$
|
56,704
|
$
|
-
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Income/(Loss)
|
|
-
|
|
-
|
|
(2,558)
|
|
-
|
|
Balance, December 31, 2023
|
$
|
-
|
$
|
-
|
$
|
54,146
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series Gallery Drop 041
|
|
Series Gallery Drop 042
|
|
Series Gallery Drop 043
|
|
Series Gallery Drop 044
|
|
Balance, December 31, 2021
|
$
|
3,123
|
$
|
18,019
|
$
|
38,362
|
$
|
675,817
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
4,722
|
|
4,930
|
|
4,950
|
|
-
|
|
Distributions
|
|
(4,969)
|
|
(20,000)
|
|
(33,500)
|
|
-
|
|
Net Income/(Loss)
|
|
(2,876)
|
|
(2,949)
|
|
(9,812)
|
|
(4,139)
|
|
Balance, December 31, 2022
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
671,678
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Income/(Loss)
|
|
-
|
|
-
|
|
-
|
|
(5,809)
|
|
Balance, December 31, 2023
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
665,869
|
See Independent Auditor’s report and 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 YEARS ENDED DECEMBER 31, 2023 AND 2022 (AUDITED)
|
|
|
Series Gallery Drop 045
|
|
Series Gallery Drop 045
|
|
Series Gallery Drop 046
|
|
Series Gallery Drop 047
|
|
Balance, December 31, 2021
|
$
|
685,050
|
$
|
685,050
|
$
|
49,664
|
$
|
28,165
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
(110)
|
|
(110)
|
|
-
|
|
3,190
|
|
Distributions
|
|
(684,940)
|
|
(684,940)
|
|
-
|
|
(72,030)
|
|
Net Income/(Loss)
|
|
-
|
|
-
|
|
(9,651)
|
|
30,517
|
|
Balance, December 31, 2022
|
$
|
-
|
$
|
-
|
$
|
40,013
|
$
|
(10,158)
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
-
|
|
10,158
|
|
Distributions
|
|
-
|
|
-
|
|
(37,233)
|
|
-
|
|
Net Income/(Loss)
|
|
-
|
|
-
|
|
(6,150)
|
|
-
|
|
Balance, December 31, 2023
|
$
|
-
|
$
|
-
|
$
|
(3,370)
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series Gallery Drop 048
|
|
Series Gallery Drop 049
|
|
Series Gallery Drop 050
|
|
Series Gallery Drop 051
|
|
Balance, December 31, 2021
|
$
|
55,715
|
$
|
212,609
|
$
|
26,528
|
$
|
28,051
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
3,411
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
(9,765)
|
|
-
|
|
Net Income/(Loss)
|
|
(25,403)
|
|
(4,161)
|
|
(20,174)
|
|
(5,799)
|
|
Balance, December 31, 2022
|
$
|
30,312
|
$
|
208,448
|
$
|
-
|
$
|
22,252
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
(41,058)
|
|
-
|
|
(17,656)
|
|
Net Income/(Loss)
|
|
(8,337)
|
|
(174,647)
|
|
-
|
|
(7,994)
|
|
Balance, December 31, 2023
|
$
|
21,975
|
$
|
(7,257)
|
$
|
-
|
$
|
(3,398)
|
See Independent Auditor’s report and 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 YEARS ENDED DECEMBER 31, 2023 AND 2022 (AUDITED)
|
|
|
Series Gallery Drop 052
|
|
Series Gallery Drop 053
|
|
Series Gallery Drop 054
|
|
Series Gallery Drop 055
|
|
Balance, December 31, 2021
|
$
|
7,515
|
$
|
40,778
|
$
|
17,074
|
$
|
44,022
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
3,561
|
|
3,842
|
|
3,084
|
|
3,348
|
|
Distributions
|
|
(3,930)
|
|
(23,771)
|
|
(12,996)
|
|
(21,660)
|
|
Net Income/(Loss)
|
|
(7,146)
|
|
(20,849)
|
|
(7,162)
|
|
(25,710)
|
|
Balance, December 31, 2022
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Income/(Loss)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Balance, December 31, 2023
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series Gallery Drop 056
|
|
Series Gallery Drop 057
|
|
Series Gallery Drop 058
|
|
Series Gallery Drop 059
|
|
Balance, December 31, 2021
|
$
|
19,141
|
$
|
7,757
|
$
|
15,846
|
$
|
72,661
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
3,115
|
|
3,071
|
|
3,117
|
|
-
|
|
Distributions
|
|
(11,321)
|
|
(9,936)
|
|
(5,264)
|
|
-
|
|
Net Income/(Loss)
|
|
(10,935)
|
|
(892)
|
|
(13,699)
|
|
(3,354)
|
|
Balance, December 31, 2022
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
69,307
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
-
|
|
(59,824)
|
|
Net Income/(Loss)
|
|
-
|
|
-
|
|
-
|
|
(14,866)
|
|
Balance, December 31, 2023
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
(5,383)
|
See Independent Auditor’s report and 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 YEARS ENDED DECEMBER 31, 2023 AND 2022 (AUDITED)
|
|
|
Series Gallery Drop 060
|
|
Series Gallery Drop 061
|
|
Series Gallery Drop 062
|
|
Series Gallery Drop 063
|
|
Balance, December 31, 2021
|
$
|
47,406
|
$
|
21,023
|
$
|
14,464
|
$
|
19,042
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
2,899
|
|
3,116
|
|
3,307
|
|
-
|
|
Distributions
|
|
(140,014)
|
|
(12,128)
|
|
(22,502)
|
|
-
|
|
Net Income/(Loss)
|
|
67,183
|
|
(12,011)
|
|
3,965
|
|
(3,046)
|
|
Balance, December 31, 2022
|
$
|
(22,526)
|
$
|
-
|
$
|
(766)
|
$
|
15,996
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
22,526
|
|
-
|
|
766
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
-
|
|
(8,423)
|
|
Net Income/(Loss)
|
|
-
|
|
-
|
|
-
|
|
(12,784)
|
|
Balance, December 31, 2023
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
(5,211)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series Gallery Drop 064
|
|
Series Gallery Drop 065
|
|
Series Gallery Drop 066
|
|
Series Gallery Drop 067
|
|
Balance, December 31, 2021
|
$
|
30,984
|
$
|
24,141
|
$
|
58,707
|
$
|
58,852
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
3,100
|
|
-
|
|
3,683
|
|
Distributions
|
|
-
|
|
(27,530)
|
|
-
|
|
(19,276)
|
|
Net Income/(Loss)
|
|
(15,071)
|
|
289
|
|
(3,377)
|
|
(43,259)
|
|
Balance, December 31, 2022
|
$
|
15,913
|
$
|
-
|
$
|
55,330
|
$
|
-
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
(17,171)
|
|
-
|
|
(22,053)
|
|
-
|
|
Net Income/(Loss)
|
|
(2,267)
|
|
-
|
|
(36,906)
|
|
-
|
|
Balance, December 31, 2023
|
$
|
(3,525)
|
$
|
-
|
$
|
(3,629)
|
$
|
-
|
See Independent Auditor’s report and 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 YEARS ENDED DECEMBER 31, 2023 AND 2022 (AUDITED)
|
|
|
Series Gallery Drop 068
|
|
Series Gallery Drop 069
|
|
Series Gallery Drop 070
|
|
Series Gallery Drop 071
|
|
Balance, December 31, 2021
|
$
|
23,023
|
$
|
30,499
|
$
|
27,829
|
$
|
98,819
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
3,139
|
|
3,269
|
|
3,165
|
|
-
|
|
Distributions
|
|
(8,830)
|
|
(7,474)
|
|
(10,824)
|
|
-
|
|
Net Income/(Loss)
|
|
(17,332)
|
|
(26,294)
|
|
(20,170)
|
|
(25,553)
|
|
Balance, December 31, 2022
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
73,266
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
-
|
|
(16,013)
|
|
Net Income/(Loss)
|
|
-
|
|
-
|
|
-
|
|
(62,768)
|
|
Balance, December 31, 2023
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
(5,515)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series Gallery Drop 072
|
|
Series Gallery Drop 073
|
|
Series Gallery Drop 074
|
|
Series Gallery Drop 075
|
|
Balance, December 31, 2021
|
$
|
255,148
|
$
|
26,947
|
$
|
14,189
|
$
|
54,975
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
5,481
|
|
3,459
|
|
3,249
|
|
-
|
|
Distributions
|
|
(127,400)
|
|
(18,826)
|
|
(12,144)
|
|
-
|
|
Net Income/(Loss)
|
|
(133,229)
|
|
(11,580)
|
|
(5,294)
|
|
(53,227)
|
|
Balance, December 31, 2022
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
1,748
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
-
|
|
2,437
|
|
Distributions
|
|
-
|
|
-
|
|
-
|
|
(4,185)
|
|
Net Income/(Loss)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Balance, December 31, 2023
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and 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 YEARS ENDED DECEMBER 31, 2023 AND 2022 (AUDITED)
|
|
|
Series Gallery Drop 076
|
|
Series Gallery Drop 077
|
|
Series Gallery Drop 078
|
|
Series Gallery Drop 079
|
|
Balance, December 31, 2021
|
$
|
8,262
|
$
|
18,201
|
$
|
19,989
|
$
|
19,179
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
3,389
|
|
3,238
|
|
3,081
|
|
3,236
|
|
Distributions
|
|
(4,139)
|
|
(6,092)
|
|
(20,944)
|
|
(15,709)
|
|
Net Income/(Loss)
|
|
(7,512)
|
|
(15,347)
|
|
(2,126)
|
|
(6,706)
|
|
Balance, December 31, 2022
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Income/(Loss)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Balance, December 31, 2023
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series Gallery Drop 080
|
|
Series Gallery Drop 082
|
|
Series Gallery Drop 083
|
|
Series Gallery Drop 086
|
|
Balance, December 31, 2021
|
$
|
14,105
|
$
|
78,796
|
$
|
22,662
|
$
|
341,087
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
3,024
|
|
2,649
|
|
3,495
|
|
4,027
|
|
Distributions
|
|
(28,645)
|
|
(104,947)
|
|
(14,125)
|
|
(137,492)
|
|
Net Income/(Loss)
|
|
8,969
|
|
18,616
|
|
(12,032)
|
|
(207,622)
|
|
Balance, December 31, 2022
|
$
|
(2,547)
|
$
|
(4,886)
|
$
|
-
|
$
|
-
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
2,547
|
|
4,886
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Income/(Loss)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Balance, December 31, 2023
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and 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 YEARS ENDED DECEMBER 31, 2023 AND 2022 (AUDITED)
|
|
|
Series Gallery Drop 089
|
|
Series Gallery Drop 091
|
|
Series Gallery Drop 093
|
|
Series Gallery Drop 094
|
|
Balance, December 31, 2021
|
$
|
23,007
|
$
|
17,685
|
$
|
42,480
|
$
|
21,178
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
3,061
|
|
2,164
|
|
3,261
|
|
2,786
|
|
Distributions
|
|
(2,570)
|
|
(14,460)
|
|
(12,137)
|
|
(14,341)
|
|
Net Income/(Loss)
|
|
(23,498)
|
|
(5,389)
|
|
(33,604)
|
|
(9,623)
|
|
Balance, December 31, 2022
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Income/(Loss)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Balance, December 31, 2023
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series Gallery Drop 095
|
|
Series Gallery Drop 096
|
|
Series Gallery Drop 097
|
|
Series Gallery Drop 098
|
|
Balance, December 31, 2021
|
$
|
33,701
|
$
|
20,060
|
$
|
-
|
$
|
13,152
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
3,260
|
|
3,281
|
|
(28)
|
|
2,963
|
|
Distributions
|
|
(14,756)
|
|
(13,237)
|
|
28
|
|
(3,278)
|
|
Net Income/(Loss)
|
|
(22,205)
|
|
(10,104)
|
|
-
|
|
(12,837)
|
|
Balance, December 31, 2022
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Income/(Loss)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Balance, December 31, 2023
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and 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 YEARS ENDED DECEMBER 31, 2023 AND 2022 (AUDITED)
|
|
|
Series Gallery Drop 099
|
|
Series Gallery Drop 100
|
|
Series Gallery Drop 101
|
|
Series Gallery Drop 102
|
|
Balance, December 31, 2021
|
$
|
129,368
|
$
|
16,651
|
$
|
178,763
|
$
|
8,545
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
3,000
|
|
-
|
|
2,531
|
|
Distributions
|
|
-
|
|
(13,748)
|
|
-
|
|
(2,131)
|
|
Net Income/(Loss)
|
|
(3,677)
|
|
(5,903)
|
|
(3,819)
|
|
(8,945)
|
|
Balance, December 31, 2022
|
$
|
125,691
|
$
|
-
|
$
|
174,944
|
$
|
-
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
(104,443)
|
|
-
|
|
(71,161)
|
|
-
|
|
Net Income/(Loss)
|
|
(28,472)
|
|
-
|
|
(110,397)
|
|
-
|
|
Balance, December 31, 2023
|
$
|
(7,224)
|
$
|
-
|
$
|
(6,614)
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series Gallery Drop 103
|
|
Series Gallery Drop 104
|
|
Series Gallery Drop 105
|
|
Series Gallery Drop 107
|
|
Balance, December 31, 2021
|
$
|
17,108
|
$
|
11,687
|
$
|
42,316
|
$
|
21,755
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
2,825
|
|
2,918
|
|
3,004
|
|
3,005
|
|
Distributions
|
|
(35,034)
|
|
(25,545)
|
|
(71,500)
|
|
(8,830)
|
|
Net Income/(Loss)
|
|
11,486
|
|
8,477
|
|
25,135
|
|
(15,930)
|
|
Balance, December 31, 2022
|
$
|
(3,615)
|
$
|
(2,463)
|
$
|
(1,045)
|
$
|
-
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
3,615
|
|
2,463
|
|
1,045
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Income/(Loss)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Balance, December 31, 2023
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and 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 YEARS ENDED DECEMBER 31, 2023 AND 2022 (AUDITED)
|
|
|
Series Gallery Drop 108
|
|
Series Gallery Drop 109
|
|
Series Gallery Drop 110
|
|
Series Gallery Drop 111
|
|
Balance, December 31, 2021
|
$
|
29,625
|
$
|
30,263
|
$
|
9,718
|
$
|
17,637
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
2,682
|
|
2,838
|
|
2,004
|
|
2,513
|
|
Distributions
|
|
(8,274)
|
|
(12,150)
|
|
(16,282)
|
|
(8,297)
|
|
Net Income/(Loss)
|
|
(24,033)
|
|
(20,951)
|
|
3,609
|
|
(11,853)
|
|
Balance, December 31, 2022
|
$
|
-
|
$
|
-
|
$
|
(951)
|
$
|
-
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
951
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Income/(Loss)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Balance, December 31, 2023
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series Gallery Drop 112
|
|
Series Gallery Drop 113
|
|
Series Gallery Drop 114
|
|
Series Gallery Drop 115
|
|
Balance, December 31, 2021
|
$
|
71,270
|
$
|
54,439
|
$
|
12,470
|
$
|
15,349
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
3,277
|
|
-
|
|
3,361
|
|
2,734
|
|
Distributions
|
|
(14,025)
|
|
-
|
|
(11,084)
|
|
(6,798)
|
|
Net Income/(Loss)
|
|
(60,522)
|
|
(46,151)
|
|
(4,747)
|
|
(11,285)
|
|
Balance, December 31, 2022
|
$
|
-
|
$
|
8,288
|
$
|
-
|
$
|
-
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
3,102
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
(11,390)
|
|
-
|
|
-
|
|
Net Income/(Loss)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Balance, December 31, 2023
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and 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 YEARS ENDED DECEMBER 31, 2023 AND 2022 (AUDITED)
|
|
|
Series Gallery Drop 116
|
|
Series Gallery Drop 117
|
|
Series Gallery Drop 118
|
|
Series Gallery Drop 119
|
|
Balance, December 31, 2021
|
$
|
395
|
$
|
(16,351)
|
$
|
(9,352)
|
$
|
140
|
|
Membership Contributions
|
|
236,800
|
|
93,700
|
|
-
|
|
88,400
|
|
Less: Brokerage Fees
|
|
(2,368)
|
|
(937)
|
|
-
|
|
(884)
|
|
Capital Contributions
|
|
(395)
|
|
(149)
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Income/(Loss)
|
|
(76,030)
|
|
(19,057)
|
|
9,352
|
|
(61,652)
|
|
Balance, December 31, 2022
|
$
|
158,402
|
$
|
57,206
|
$
|
-
|
$
|
26,004
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
-
|
|
3,206
|
|
Distributions
|
|
-
|
|
(18,983)
|
|
-
|
|
(29,210)
|
|
Net Income/(Loss)
|
|
(3,248)
|
|
(40,886)
|
|
-
|
|
-
|
|
Balance, December 31, 2023
|
$
|
155,154
|
$
|
(2,663)
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series Gallery Drop 120
|
|
Series Gallery Drop 121
|
|
Series Gallery Drop 122
|
|
Series Gallery Drop 123
|
|
Balance, December 31, 2021
|
$
|
99
|
$
|
52
|
$
|
115,984
|
$
|
74
|
|
Membership Contributions
|
|
-
|
|
32,800
|
|
-
|
|
46,800
|
|
Less: Brokerage Fees
|
|
-
|
|
(328)
|
|
(1,158)
|
|
(468)
|
|
Capital Contributions
|
|
-
|
|
2,073
|
|
(184)
|
|
(74)
|
|
Distributions
|
|
-
|
|
(20,336)
|
|
-
|
|
-
|
|
Net Income/(Loss)
|
|
(99)
|
|
(14,261)
|
|
(7,921)
|
|
(4,974)
|
|
Balance, December 31, 2022
|
$
|
-
|
$
|
-
|
$
|
106,721
|
$
|
41,358
|
|
Membership Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
-
|
|
(3,653)
|
|
Net Income/(Loss)
|
|
-
|
|
-
|
|
(2,863)
|
|
(42,824)
|
|
Balance, December 31, 2023
|
$
|
-
|
$
|
-
|
$
|
103,858
|
$
|
(5,119)
|
See Independent Auditor’s report and 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 YEARS ENDED DECEMBER 31, 2023 AND 2022 (AUDITED)
|
|
|
Unallocated
|
|
Total Consolidated
|
|
Balance, December 31, 2021
|
$
|
(23,747)
|
$
|
6,469,685
|
|
Membership Contributions
|
|
-
|
|
498,499
|
|
Less: Brokerage Fees
|
|
-
|
|
(6,143)
|
|
Capital Contributions
|
|
23,747
|
|
307,996
|
|
Distributions
|
|
-
|
|
(2,884,548)
|
|
Net Income/(Loss)
|
|
-
|
|
(1,408,088)
|
|
Balance, December 31, 2022
|
$
|
-
|
$
|
2,977,401
|
|
Membership Contributions
|
|
-
|
|
-
|
|
Less: Brokerage Fees
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
64,590
|
|
Distributions
|
|
-
|
|
(525,952)
|
|
Net Income/(Loss)
|
|
-
|
|
(631,084)
|
|
Balance, December 31, 2023
|
$
|
-
|
$
|
1,884,955
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-112
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2023 (AUDITED)
|
|
|
Series #KW
|
|
Series Drop 003
|
|
Series Drop 005
|
|
Series Gallery Drop 011
|
|
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net Income/(Loss) For the Period
|
$
|
(52,025)
|
$
|
21,537
|
$
|
(2,678)
|
$
|
(23,005)
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
-
|
|
(46,700)
|
|
-
|
|
20,800
|
|
Increase/(Decrease) in Income Tax Payable
|
|
-
|
|
5,367
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
48,500
|
|
18,000
|
|
-
|
|
-
|
|
Total Adjustments
|
|
48,500
|
|
(23,333)
|
|
-
|
|
20,800
|
|
Net Cash Flows From Operating Activities
|
|
(3,525)
|
|
(1,796)
|
|
(2,678)
|
|
(2,205)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
-
|
|
62,700
|
|
-
|
|
2,200
|
|
Net Cash Flows From Investing Activities
|
|
-
|
|
62,700
|
|
-
|
|
2,200
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
|
|
|
|
|
|
|
|
Net Proceeds From/(Repayments to) Manager
|
|
3,525
|
|
1,795
|
|
2,678
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
(55,270)
|
|
-
|
|
(1,703)
|
|
Net Cash Flows From Financing Activities
|
|
3,525
|
|
(53,475)
|
|
2,678
|
|
501
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
125
|
|
61
|
|
445
|
|
97
|
|
Net Increase/(Decrease) In Cash
|
|
-
|
|
7,429
|
|
-
|
|
496
|
|
Cash at End of Period
|
$
|
125
|
$
|
7,490
|
$
|
445
|
$
|
593
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
|
|
|
|
Cash Paid for Income Taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-113
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2023 (AUDITED)
|
|
|
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
|
$
|
(2,987)
|
$
|
(23,328)
|
$
|
(3,986)
|
$
|
-
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Increase/(Decrease) in Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
(2,974)
|
|
Loss on Impairment
|
|
-
|
|
20,650
|
|
-
|
|
-
|
|
Total Adjustments
|
|
-
|
|
20,650
|
|
-
|
|
(2,974)
|
|
Net Cash Flows From Operating Activities
|
|
(2,987)
|
|
(2,678)
|
|
(3,986)
|
|
(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:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
|
|
|
|
|
|
|
|
Net Proceeds From/(Repayments to) Manager
|
|
2,986
|
|
2,678
|
|
3,986
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
-
|
|
2,974
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Cash Flows From Financing Activities
|
|
2,986
|
|
2,678
|
|
3,986
|
|
2,974
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
2,494
|
|
388
|
|
259
|
|
-
|
|
Net Increase/(Decrease) In Cash
|
|
(1)
|
|
-
|
|
-
|
|
-
|
|
Cash at End of Period
|
$
|
2,493
|
$
|
388
|
$
|
259
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
|
|
|
|
Cash Paid for Income Taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
(2,974)
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-114
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2023 (AUDITED)
|
|
|
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
|
$
|
-
|
$
|
-
|
$
|
(19,560)
|
$
|
(2,454)
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
-
|
|
-
|
|
17,350
|
|
-
|
|
Increase/(Decrease) in Income Tax Payable
|
|
(2,933)
|
|
(981)
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Total Adjustments
|
|
(2,933)
|
|
(981)
|
|
17,350
|
|
-
|
|
Net Cash Flows From Operating Activities
|
|
(2,933)
|
|
(981)
|
|
(2,210)
|
|
(2,454)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
-
|
|
-
|
|
6,650
|
|
-
|
|
Net Cash Flows From Investing Activities
|
|
-
|
|
-
|
|
6,650
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
|
|
|
|
|
|
|
|
Net Proceeds From/(Repayments to) Manager
|
|
-
|
|
-
|
|
2,210
|
|
-
|
|
Capital Contributions
|
|
2,933
|
|
981
|
|
-
|
|
-
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
(6,523)
|
|
-
|
|
Net Cash Flows From Financing Activities
|
|
2,933
|
|
981
|
|
(4,313)
|
|
2,454
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
-
|
|
-
|
|
169
|
|
294
|
|
Net Increase/(Decrease) In Cash
|
|
-
|
|
-
|
|
127
|
|
-
|
|
Cash at End of Period
|
$
|
-
|
$
|
-
|
$
|
296
|
$
|
294
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
|
|
|
|
Cash Paid for Income Taxes
|
$
|
(2,933)
|
$
|
(981)
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-115
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2023 (AUDITED)
|
|
|
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
|
$
|
(4,509)
|
$
|
(2,558)
|
$
|
(5,809)
|
$
|
(6,150)
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
-
|
|
-
|
|
-
|
|
3,823
|
|
Increase/(Decrease) in Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Total Adjustments
|
|
-
|
|
-
|
|
-
|
|
3,823
|
|
Net Cash Flows From Operating Activities
|
|
(4,509)
|
|
(2,558)
|
|
(5,809)
|
|
(2,327)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
-
|
|
-
|
|
-
|
|
40,577
|
|
Net Cash Flows From Investing Activities
|
|
-
|
|
-
|
|
-
|
|
40,577
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
|
|
|
|
|
|
|
|
Net Proceeds From/(Repayments to) Manager
|
|
4,509
|
|
2,558
|
|
5,809
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
-
|
|
(37,233)
|
|
Net Cash Flows From Financing Activities
|
|
4,509
|
|
2,558
|
|
5,809
|
|
(34,907)
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
2,940
|
|
62
|
|
50
|
|
50
|
|
Net Increase/(Decrease) In Cash
|
|
-
|
|
-
|
|
-
|
|
3,343
|
|
Cash at End of Period
|
$
|
2,940
|
$
|
62
|
$
|
50
|
$
|
3,393
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
|
|
|
|
Cash Paid for Income Taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-116
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2023 (AUDITED)
|
|
|
Series Gallery Drop 047
|
|
Series Gallery Drop 048
|
|
Series Gallery Drop 049
|
|
Series Gallery Drop 051
|
|
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net Income/(Loss) For the Period
|
$
|
-
|
$
|
(8,337)
|
$
|
(174,647)
|
$
|
(7,994)
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
-
|
|
-
|
|
61,500
|
|
2,352
|
|
Increase/(Decrease) in Income Tax Payable
|
|
(10,158)
|
|
-
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
-
|
|
5,900
|
|
110,476
|
|
3,600
|
|
Total Adjustments
|
|
(10,158)
|
|
5,900
|
|
171,976
|
|
5,952
|
|
Net Cash Flows From Operating Activities
|
|
(10,158)
|
|
(2,437)
|
|
(2,671)
|
|
(2,042)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
-
|
|
-
|
|
42,900
|
|
20,448
|
|
Net Cash Flows From Investing Activities
|
|
-
|
|
-
|
|
42,900
|
|
20,448
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
|
|
|
|
|
|
|
|
Net Proceeds From/(Repayments to) Manager
|
|
-
|
|
2,437
|
|
2,671
|
|
-
|
|
Capital Contributions
|
|
10,158
|
|
-
|
|
-
|
|
-
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
(41,058)
|
|
(17,656)
|
|
Net Cash Flows From Financing Activities
|
|
10,158
|
|
2,437
|
|
(38,387)
|
|
(15,614)
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
-
|
|
50
|
|
50
|
|
50
|
|
Net Increase/(Decrease) In Cash
|
|
-
|
|
-
|
|
1,842
|
|
2,792
|
|
Cash at End of Period
|
$
|
-
|
$
|
50
|
$
|
1,892
|
$
|
2,842
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
|
|
|
|
Cash Paid for Income Taxes
|
$
|
(10,158)
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-117
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2023 (AUDITED)
|
|
|
Series Gallery Drop 059
|
|
Series Gallery Drop 060
|
|
Series Gallery Drop 062
|
|
Series Gallery Drop 063
|
|
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net Income/(Loss) For the Period
|
$
|
(14,866)
|
$
|
-
|
$
|
-
|
$
|
(12,784)
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
12,364
|
|
-
|
|
-
|
|
8,885
|
|
Increase/(Decrease) in Income Tax Payable
|
|
-
|
|
(22,526)
|
|
(766)
|
|
-
|
|
Loss on Impairment
|
|
-
|
|
-
|
|
-
|
|
1,800
|
|
Total Adjustments
|
|
12,364
|
|
(22,526)
|
|
(766)
|
|
10,685
|
|
Net Cash Flows From Operating Activities
|
|
(2,502)
|
|
(22,526)
|
|
(766)
|
|
(2,099)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
61,600
|
|
-
|
|
-
|
|
9,350
|
|
Net Cash Flows From Investing Activities
|
|
61,600
|
|
-
|
|
-
|
|
9,350
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
|
|
|
|
|
|
|
|
Net Proceeds From/(Repayments to) Manager
|
|
2,502
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
-
|
|
22,526
|
|
766
|
|
-
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
(59,824)
|
|
-
|
|
-
|
|
(8,423)
|
|
Net Cash Flows From Financing Activities
|
|
(57,322)
|
|
22,526
|
|
766
|
|
(6,324)
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
50
|
|
-
|
|
-
|
|
50
|
|
Net Increase/(Decrease) In Cash
|
|
1,776
|
|
-
|
|
-
|
|
927
|
|
Cash at End of Period
|
$
|
1,826
|
$
|
-
|
$
|
-
|
$
|
977
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
|
|
|
|
Cash Paid for Income Taxes
|
$
|
-
|
$
|
(22,526)
|
$
|
(766)
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-118
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2023 (AUDITED)
|
|
|
Series Gallery Drop 064
|
|
Series Gallery Drop 066
|
|
Series Gallery Drop 071
|
|
Series Gallery Drop 075
|
|
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net Income/(Loss) For the Period
|
$
|
(2,267)
|
$
|
(36,906)
|
$
|
(62,768)
|
$
|
-
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
850
|
|
34,723
|
|
60,399
|
|
-
|
|
Increase/(Decrease) in Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Total Adjustments
|
|
850
|
|
34,723
|
|
60,399
|
|
-
|
|
Net Cash Flows From Operating Activities
|
|
(1,417)
|
|
(2,183)
|
|
(2,369)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
19,250
|
|
25,435
|
|
17,601
|
|
-
|
|
Net Cash Flows From Investing Activities
|
|
19,250
|
|
25,435
|
|
17,601
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
|
|
|
|
|
|
|
|
Net Proceeds From/(Repayments to) Manager
|
|
1,417
|
|
2,183
|
|
2,369
|
|
-
|
|
Capital Contributions
|
|
-
|
|
-
|
|
-
|
|
2,437
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
(17,171)
|
|
(22,053)
|
|
(16,013)
|
|
(4,185)
|
|
Net Cash Flows From Financing Activities
|
|
(15,754)
|
|
(19,870)
|
|
(13,644)
|
|
(4,175)
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
50
|
|
50
|
|
50
|
|
4,175
|
|
Net Increase/(Decrease) In Cash
|
|
2,079
|
|
3,382
|
|
1,588
|
|
(4,175)
|
|
Cash at End of Period
|
$
|
2,129
|
$
|
3,432
|
$
|
1,638
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
|
|
|
|
Cash Paid for Income Taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-119
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2023 (AUDITED)
|
|
|
Series Gallery Drop 080
|
|
Series Gallery Drop 082
|
|
Series Gallery Drop 099
|
|
Series Gallery Drop 101
|
|
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net Income/(Loss) For the Period
|
$
|
-
|
$
|
-
|
$
|
(28,472)
|
$
|
(110,397)
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
-
|
|
-
|
|
25,728
|
|
107,403
|
|
Increase/(Decrease) in Income Tax Payable
|
|
(2,547)
|
|
(4,886)
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Total Adjustments
|
|
(2,547)
|
|
(4,886)
|
|
25,728
|
|
107,403
|
|
Net Cash Flows From Operating Activities
|
|
(2,547)
|
|
(4,886)
|
|
(2,744)
|
|
(2,994)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
-
|
|
-
|
|
104,500
|
|
72,600
|
|
Net Cash Flows From Investing Activities
|
|
-
|
|
-
|
|
104,500
|
|
72,600
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
|
|
|
|
|
|
|
|
Net Proceeds From/(Repayments to) Manager
|
|
-
|
|
-
|
|
2,744
|
|
-
|
|
Capital Contributions
|
|
2,547
|
|
4,886
|
|
-
|
|
-
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
(104,443)
|
|
(71,161)
|
|
Net Cash Flows From Financing Activities
|
|
2,547
|
|
4,886
|
|
(101,699)
|
|
(68,167)
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
-
|
|
-
|
|
50
|
|
50
|
|
Net Increase/(Decrease) In Cash
|
|
-
|
|
-
|
|
57
|
|
1,439
|
|
Cash at End of Period
|
$
|
-
|
$
|
-
|
$
|
107
|
$
|
1,489
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
|
|
|
|
Cash Paid for Income Taxes
|
$
|
(2,547)
|
$
|
(4,886)
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-120
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2023 (AUDITED)
|
|
|
Series Gallery Drop 103
|
|
Series Gallery Drop 104
|
|
Series Gallery Drop 105
|
|
Series Gallery Drop 110
|
|
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
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Increase/(Decrease) in Income Tax Payable
|
|
(3,615)
|
|
(2,463)
|
|
(1,045)
|
|
(951)
|
|
Loss on Impairment
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Total Adjustments
|
|
(3,615)
|
|
(2,463)
|
|
(1,045)
|
|
(951)
|
|
Net Cash Flows From Operating Activities
|
|
(3,615)
|
|
(2,463)
|
|
(1,045)
|
|
(951)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Cash Flows From Investing Activities
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
|
|
|
|
|
|
|
|
Net Proceeds From/(Repayments to) Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Capital Contributions
|
|
3,615
|
|
2,463
|
|
1,045
|
|
951
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Cash Flows From Financing Activities
|
|
3,615
|
|
2,463
|
|
1,045
|
|
951
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Increase/(Decrease) In Cash
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Cash at End of Period
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
|
|
|
|
Cash Paid for Income Taxes
|
$
|
(3,615)
|
$
|
(2,463)
|
$
|
(1,045)
|
$
|
(951)
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-121
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2023 (AUDITED)
|
|
|
Series Gallery Drop 113
|
|
Series Gallery Drop 116
|
|
Series Gallery Drop 117
|
|
Series Gallery Drop 119
|
|
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net Income/(Loss) For the Period
|
$
|
-
|
$
|
(3,248)
|
$
|
(40,886)
|
$
|
-
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
-
|
|
-
|
|
7,372
|
|
-
|
|
Increase/(Decrease) in Income Tax Payable
|
|
|
|
-
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
-
|
|
-
|
|
31,337
|
|
-
|
|
Total Adjustments
|
|
-
|
|
-
|
|
38,709
|
|
-
|
|
Net Cash Flows From Operating Activities
|
|
-
|
|
(3,248)
|
|
(2,177)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
11,340
|
|
-
|
|
20,432
|
|
29,160
|
|
Net Cash Flows From Investing Activities
|
|
11,340
|
|
-
|
|
20,432
|
|
29,160
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
|
|
|
|
|
|
|
|
Net Proceeds From/(Repayments to) Manager
|
|
(3,102)
|
|
3,248
|
|
1,644
|
|
-
|
|
Capital Contributions
|
|
3,102
|
|
-
|
|
-
|
|
3,206
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
(11,390)
|
|
-
|
|
(18,983)
|
|
(29,210)
|
|
Net Cash Flows From Financing Activities
|
|
(11,390)
|
|
3,248
|
|
(17,339)
|
|
(29,210)
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Increase/(Decrease) In Cash
|
|
(50)
|
|
-
|
|
916
|
|
(50)
|
|
Cash at End of Period
|
$
|
-
|
$
|
50
|
$
|
966
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
|
|
|
|
Cash Paid for Income Taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-122
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2023 (AUDITED)
|
|
|
Series Gallery Drop 122
|
|
Series Gallery Drop 123
|
|
Total Consolidated
|
|
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
Net Income/(Loss) For the Period
|
$
|
(2,863)
|
$
|
(42,824)
|
$
|
(676,771)
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
-
|
|
40,634
|
|
357,483
|
|
Increase/(Decrease) in Income Tax Payable
|
|
-
|
|
-
|
|
(50,478)
|
|
Loss on Impairment
|
|
-
|
|
-
|
|
240,263
|
|
Total Adjustments
|
|
-
|
|
40,634
|
|
547,268
|
|
Net Cash Flows From Operating Activities
|
|
(2,863)
|
|
(2,190)
|
|
(129,503)
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
|
|
3,884
|
|
550,627
|
|
Net Cash Flows From Investing Activities
|
|
-
|
|
3,884
|
|
550,627
|
|
|
|
-
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
|
|
|
|
|
|
Net Proceeds From/(Repayments to) Manager
|
|
2,863
|
|
2,118
|
|
64,314
|
|
Capital Contributions
|
|
-
|
|
-
|
|
64,590
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
(3,653)
|
|
(525,952)
|
|
Net Cash Flows From Financing Activities
|
|
2,863
|
|
(1,535)
|
|
(397,048)
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
50
|
|
50
|
|
12,409
|
|
Net Increase/(Decrease) In Cash
|
|
-
|
|
159
|
|
24,076
|
|
Cash at End of Period
|
$
|
50
|
$
|
209
|
$
|
36,485
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
|
|
Cash Paid for Income Taxes
|
$
|
-
|
$
|
-
|
$
|
(55,845)
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-123
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series #KW
|
|
Series Drop 002
|
|
Series Drop 003
|
|
Series Drop 004
|
|
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net Income/(Loss) For the Period
|
$
|
(4,366)
|
$
|
(2,996)
|
$
|
(3,202)
|
$
|
(30,432)
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
-
|
|
-
|
|
-
|
|
5,193
|
|
(Gain)/Loss on Cancellation of Note Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Increase in Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
-
|
|
-
|
|
-
|
|
22,921
|
|
Total Adjustments
|
|
-
|
|
-
|
|
-
|
|
28,114
|
|
Net Cash Flows From Operating Activities:
|
|
(4,366)
|
|
(2,996)
|
|
(3,202)
|
|
(2,318)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
-
|
|
-
|
|
-
|
|
16,227
|
|
Net Cash Flows From Investing Activities
|
|
-
|
|
-
|
|
-
|
|
16,227
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Proceeds From/(Repayments to) Manager
|
|
4,366
|
|
(2,232)
|
|
3,202
|
|
(2,341)
|
|
Capital Contributions
|
|
-
|
|
4,454
|
|
-
|
|
4,652
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
-
|
|
(16,930)
|
|
Net Cash Flows From Financing Activities
|
|
4,366
|
|
2,222
|
|
3,202
|
|
(14,619)
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
125
|
|
774
|
|
61
|
|
710
|
|
Net Increase/(Decrease) In Cash
|
|
-
|
|
(774)
|
|
-
|
|
(710)
|
|
Cash at End of Period
|
$
|
125
|
$
|
-
|
$
|
61
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
-
|
|
30,000
|
|
-
|
|
-
|
|
Distribution of equity issued by related party
|
$
|
-
|
$
|
(30,000)
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-124
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Drop 005
|
|
Series Drop 008
|
|
Series Drop 009
|
|
Series Drop 010
|
|
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net Income/(Loss) For the Period
|
$
|
(13,272)
|
$
|
(7,067)
|
$
|
(228,460)
|
$
|
(2,968)
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
-
|
|
4,860
|
|
225,000
|
|
-
|
|
(Gain)/Loss on Cancellation of Note Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Increase in Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
9,750
|
|
-
|
|
-
|
|
-
|
|
Total Adjustments
|
|
9,750
|
|
4,860
|
|
225,000
|
|
-
|
|
Net Cash Flows From Operating Activities:
|
|
(3,522)
|
|
(2,207)
|
|
(3,460)
|
|
(2,968)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
-
|
|
30,140
|
|
85,000
|
|
-
|
|
Net Cash Flows From Investing Activities
|
|
-
|
|
30,140
|
|
85,000
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Proceeds From/(Repayments to) Manager
|
|
3,522
|
|
(2,285)
|
|
(5,144)
|
|
(2,168)
|
|
Capital Contributions
|
|
-
|
|
4,484
|
|
8,572
|
|
5,125
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
(30,950)
|
|
(87,555)
|
|
-
|
|
Net Cash Flows From Financing Activities
|
|
3,522
|
|
(28,751)
|
|
(84,127)
|
|
2,957
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
445
|
|
818
|
|
2,587
|
|
11
|
|
Net Increase/(Decrease) In Cash
|
|
-
|
|
(818)
|
|
(2,587)
|
|
(11)
|
|
Cash at End of Period
|
$
|
445
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
-
|
|
-
|
|
-
|
|
24,000
|
|
Distribution of equity issued by related party
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
(24,000)
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-125
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
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
|
$
|
(3,139)
|
$
|
(3,808)
|
$
|
(3,489)
|
$
|
(2,996)
|
|
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 in Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Total Adjustments
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Cash Flows From Operating Activities:
|
|
(3,139)
|
|
(3,808)
|
|
(3,489)
|
|
(2,996)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Cash Flows From Investing Activities
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Proceeds From/(Repayments to) Manager
|
|
3,139
|
|
3,808
|
|
3,489
|
|
(2,231)
|
|
Capital Contributions
|
|
-
|
|
-
|
|
-
|
|
5,073
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Cash Flows From Financing Activities
|
|
3,139
|
|
3,808
|
|
3,489
|
|
2,842
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
97
|
|
2,494
|
|
388
|
|
154
|
|
Net Increase/(Decrease) In Cash
|
|
-
|
|
-
|
|
-
|
|
(154)
|
|
Cash at End of Period
|
$
|
97
|
$
|
2,494
|
$
|
388
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
-
|
|
-
|
|
-
|
|
30,000
|
|
Distribution of equity issued by related party
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
(30,000)
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-126
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
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
|
$
|
(16,735)
|
$
|
(2,945)
|
$
|
(3,290)
|
$
|
11,140
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
11,160
|
|
-
|
|
-
|
|
(16,480)
|
|
(Gain)/Loss on Cancellation of Note Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Increase in Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
2,974
|
|
Loss on Impairment
|
|
3,330
|
|
-
|
|
-
|
|
-
|
|
Total Adjustments
|
|
14,490
|
|
-
|
|
-
|
|
(13,506)
|
|
Net Cash Flows From Operating Activities:
|
|
(2,245)
|
|
(2,945)
|
|
(3,290)
|
|
(2,366)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
10,260
|
|
-
|
|
-
|
|
28,080
|
|
Net Cash Flows From Investing Activities
|
|
10,260
|
|
-
|
|
-
|
|
28,080
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Proceeds From/(Repayments to) Manager
|
|
(2,137)
|
|
(2,047)
|
|
3,290
|
|
(2,039)
|
|
Capital Contributions
|
|
4,377
|
|
4,865
|
|
-
|
|
4,403
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
(1)
|
|
Distributions
|
|
(10,260)
|
|
-
|
|
-
|
|
(28,142)
|
|
Net Cash Flows From Financing Activities
|
|
(8,020)
|
|
2,818
|
|
3,290
|
|
(25,779)
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
5
|
|
127
|
|
259
|
|
65
|
|
Net Increase/(Decrease) In Cash
|
|
(5)
|
|
(127)
|
|
-
|
|
(65)
|
|
Cash at End of Period
|
$
|
-
|
$
|
-
|
$
|
259
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
-
|
|
19,539
|
|
-
|
|
-
|
|
Distribution of equity issued by related party
|
$
|
-
|
$
|
(19,539)
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-127
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
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
|
$
|
(6,966)
|
$
|
-
|
$
|
(2,979)
|
$
|
(2,995)
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
4,820
|
|
-
|
|
-
|
|
-
|
|
(Gain)/Loss on Cancellation of Note Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Increase in Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Total Adjustments
|
|
4,820
|
|
-
|
|
-
|
|
-
|
|
Net Cash Flows From Operating Activities:
|
|
(2,146)
|
|
-
|
|
(2,979)
|
|
(2,995)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
14,080
|
|
-
|
|
-
|
|
-
|
|
Net Cash Flows From Investing Activities
|
|
14,080
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Proceeds From/(Repayments to) Manager
|
|
(2,114)
|
|
-
|
|
(2,195)
|
|
(2,231)
|
|
Capital Contributions
|
|
4,258
|
|
(6)
|
|
4,994
|
|
4,360
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
(14,085)
|
|
-
|
|
-
|
|
-
|
|
Net Cash Flows From Financing Activities
|
|
(11,941)
|
|
(6)
|
|
2,799
|
|
2,129
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
7
|
|
6
|
|
180
|
|
866
|
|
Net Increase/(Decrease) In Cash
|
|
(7)
|
|
(6)
|
|
(180)
|
|
(866)
|
|
Cash at End of Period
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
-
|
|
-
|
|
26,560
|
|
29,948
|
|
Distribution of equity issued by related party
|
$
|
-
|
$
|
-
|
$
|
(26,560)
|
$
|
(29,948)
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-128
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
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
|
$
|
14,554
|
$
|
6,009
|
$
|
-
|
$
|
103,114
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
(20,000)
|
|
(9,400)
|
|
-
|
|
(105,000)
|
|
(Gain)/Loss on Cancellation of Note Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Increase in Income Tax Payable
|
|
2,933
|
|
981
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Total Adjustments
|
|
(17,067)
|
|
(8,419)
|
|
-
|
|
(105,000)
|
|
Net Cash Flows From Operating Activities:
|
|
(2,513)
|
|
(2,410)
|
|
-
|
|
(1,886)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
35,000
|
|
32,400
|
|
-
|
|
200,000
|
|
Net Cash Flows From Investing Activities
|
|
35,000
|
|
32,400
|
|
-
|
|
200,000
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Proceeds From/(Repayments to) Manager
|
|
(2,076)
|
|
(2,158)
|
|
(140)
|
|
(2,908)
|
|
Capital Contributions
|
|
4,586
|
|
4,565
|
|
-
|
|
4,779
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
(35,100)
|
|
(32,550)
|
|
-
|
|
(200,700)
|
|
Net Cash Flows From Financing Activities
|
|
(32,590)
|
|
(30,143)
|
|
(140)
|
|
(198,829)
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
103
|
|
153
|
|
140
|
|
715
|
|
Net Increase/(Decrease) In Cash
|
|
(103)
|
|
(153)
|
|
(140)
|
|
(715)
|
|
Cash at End of Period
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distribution of equity issued by related party
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-129
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
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
|
$
|
-
|
$
|
(2,942)
|
$
|
(3,107)
|
$
|
(3,355)
|
|
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 in Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Total Adjustments
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Cash Flows From Operating Activities:
|
|
-
|
|
(2,942)
|
|
(3,107)
|
|
(3,355)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Cash Flows From Investing Activities
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Proceeds From/(Repayments to) Manager
|
|
-
|
|
(2,111)
|
|
(2,473)
|
|
3,355
|
|
Capital Contributions
|
|
-
|
|
4,934
|
|
5,197
|
|
-
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Cash Flows From Financing Activities
|
|
-
|
|
2,823
|
|
2,724
|
|
3,355
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
-
|
|
119
|
|
383
|
|
169
|
|
Net Increase/(Decrease) In Cash
|
|
-
|
|
(119)
|
|
(383)
|
|
-
|
|
Cash at End of Period
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
169
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
-
|
|
18,500
|
|
53,309
|
|
-
|
|
Distribution of equity issued by related party
|
$
|
-
|
$
|
(18,500)
|
$
|
(53,309)
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-130
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
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
|
$
|
(3,257)
|
$
|
1,727
|
$
|
(2,956)
|
$
|
(5,348)
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
-
|
|
(4,066)
|
|
-
|
|
-
|
|
(Gain)/Loss on Cancellation of Note Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Increase in Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Total Adjustments
|
|
-
|
|
(4,066)
|
|
-
|
|
-
|
|
Net Cash Flows From Operating Activities:
|
|
(3,257)
|
|
(2,339)
|
|
(2,956)
|
|
(5,348)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
-
|
|
8,910
|
|
-
|
|
-
|
|
Net Cash Flows From Investing Activities
|
|
-
|
|
8,910
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Proceeds From/(Repayments to) Manager
|
|
3,257
|
|
(1,959)
|
|
(1,689)
|
|
5,348
|
|
Capital Contributions
|
|
-
|
|
4,276
|
|
4,525
|
|
-
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
(8,900)
|
|
-
|
|
-
|
|
Net Cash Flows From Financing Activities
|
|
3,257
|
|
(6,583)
|
|
2,836
|
|
5,348
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
294
|
|
12
|
|
120
|
|
2,940
|
|
Net Increase/(Decrease) In Cash
|
|
-
|
|
(12)
|
|
(120)
|
|
-
|
|
Cash at End of Period
|
$
|
294
|
$
|
-
|
$
|
-
|
$
|
2,940
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
-
|
|
-
|
|
21,475
|
|
-
|
|
Distribution of equity issued by related party
|
$
|
-
|
$
|
-
|
$
|
(21,475)
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-131
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
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
|
$
|
(16,911)
|
$
|
(3,083)
|
$
|
(2,972)
|
$
|
(25,249)
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
14,400
|
|
-
|
|
-
|
|
(1,500)
|
|
(Gain)/Loss on Cancellation of Note Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Increase in Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
-
|
|
-
|
|
-
|
|
24,405
|
|
Total Adjustments
|
|
14,400
|
|
-
|
|
-
|
|
22,905
|
|
Net Cash Flows From Operating Activities:
|
|
(2,511)
|
|
(3,083)
|
|
(2,972)
|
|
(2,344)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
28,000
|
|
-
|
|
-
|
|
49,500
|
|
Net Cash Flows From Investing Activities
|
|
28,000
|
|
-
|
|
-
|
|
49,500
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Proceeds From/(Repayments to) Manager
|
|
(2,675)
|
|
(2,420)
|
|
(2,103)
|
|
(2,597)
|
|
Capital Contributions
|
|
5,180
|
|
5,181
|
|
4,932
|
|
4,872
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
(28,500)
|
|
-
|
|
-
|
|
(49,466)
|
|
Net Cash Flows From Financing Activities
|
|
(25,995)
|
|
2,761
|
|
2,829
|
|
(47,191)
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
506
|
|
322
|
|
143
|
|
35
|
|
Net Increase/(Decrease) In Cash
|
|
(506)
|
|
(322)
|
|
(143)
|
|
(35)
|
|
Cash at End of Period
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
-
|
|
48,202
|
|
24,758
|
|
-
|
|
Distribution of equity issued by related party
|
$
|
-
|
$
|
(48,202)
|
$
|
(24,758)
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-132
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
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
|
$
|
(3,364)
|
$
|
(3,012)
|
$
|
(2,876)
|
$
|
(2,949)
|
|
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 in Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Total Adjustments
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Cash Flows From Operating Activities:
|
|
(3,364)
|
|
(3,012)
|
|
(2,876)
|
|
(2,949)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Cash Flows From Investing Activities
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Proceeds From/(Repayments to) Manager
|
|
3,364
|
|
(1,694)
|
|
(1,895)
|
|
(2,052)
|
|
Capital Contributions
|
|
-
|
|
4,663
|
|
4,722
|
|
4,930
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Cash Flows From Financing Activities
|
|
3,364
|
|
2,969
|
|
2,827
|
|
2,878
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
62
|
|
43
|
|
49
|
|
71
|
|
Net Increase/(Decrease) In Cash
|
|
-
|
|
(43)
|
|
(49)
|
|
(71)
|
|
Cash at End of Period
|
$
|
62
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
-
|
|
33,211
|
|
4,969
|
|
20,000
|
|
Distribution of equity issued by related party
|
$
|
-
|
$
|
(33,211)
|
$
|
(4,969)
|
$
|
(20,000)
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-133
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
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
|
$
|
(9,812)
|
$
|
(4,139)
|
$
|
-
|
$
|
(9,651)
|
|
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
|
|
-
|
|
4,139
|
|
-
|
|
-
|
|
Increase in Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
6,700
|
|
-
|
|
-
|
|
6,455
|
|
Total Adjustments
|
|
6,700
|
|
4,139
|
|
-
|
|
6,455
|
|
Net Cash Flows From Operating Activities:
|
|
(3,112)
|
|
-
|
|
-
|
|
(3,196)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Cash Flows From Investing Activities
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Proceeds From/(Repayments to) Manager
|
|
(1,888)
|
|
-
|
|
-
|
|
3,196
|
|
Capital Contributions
|
|
4,950
|
|
-
|
|
(110)
|
|
-
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
(684,940)
|
|
-
|
|
Net Cash Flows From Financing Activities
|
|
3,062
|
|
-
|
|
(685,050)
|
|
3,196
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
50
|
|
50
|
|
685,050
|
|
50
|
|
Net Increase/(Decrease) In Cash
|
|
(50)
|
|
-
|
|
(685,050)
|
|
-
|
|
Cash at End of Period
|
$
|
-
|
$
|
50
|
$
|
-
|
$
|
50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
33,500
|
|
-
|
|
-
|
|
-
|
|
Distribution of equity issued by related party
|
$
|
(33,500)
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-134
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
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
|
$
|
30,517
|
$
|
(25,403)
|
$
|
(4,161)
|
$
|
(20,174)
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
(42,784)
|
|
-
|
|
-
|
|
9,480
|
|
(Gain)/Loss on Cancellation of Note Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Increase in Income Tax Payable
|
|
10,158
|
|
-
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
-
|
|
22,147
|
|
-
|
|
8,349
|
|
Total Adjustments
|
|
(32,626)
|
|
22,147
|
|
-
|
|
17,829
|
|
Net Cash Flows From Operating Activities:
|
|
(2,109)
|
|
(3,256)
|
|
(4,161)
|
|
(2,345)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
72,000
|
|
-
|
|
-
|
|
9,720
|
|
Net Cash Flows From Investing Activities
|
|
72,000
|
|
-
|
|
-
|
|
9,720
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Proceeds From/(Repayments to) Manager
|
|
(1,101)
|
|
3,256
|
|
4,161
|
|
(1,071)
|
|
Capital Contributions
|
|
3,190
|
|
-
|
|
-
|
|
3,411
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
(72,030)
|
|
-
|
|
-
|
|
(9,765)
|
|
Net Cash Flows From Financing Activities
|
|
(69,941)
|
|
3,256
|
|
4,161
|
|
(7,425)
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Increase/(Decrease) In Cash
|
|
(50)
|
|
-
|
|
-
|
|
(50)
|
|
Cash at End of Period
|
$
|
-
|
$
|
50
|
$
|
50
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distribution of equity issued by related party
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-135
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
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
|
$
|
(5,799)
|
$
|
(7,146)
|
$
|
(20,849)
|
$
|
(7,162)
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
-
|
|
1,632
|
|
18,240
|
|
5,093
|
|
(Gain)/Loss on Cancellation of Note Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Increase in Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
2,701
|
|
3,480
|
|
154
|
|
-
|
|
Total Adjustments
|
|
2,701
|
|
5,112
|
|
18,394
|
|
5,093
|
|
Net Cash Flows From Operating Activities:
|
|
(3,098)
|
|
(2,034)
|
|
(2,455)
|
|
(2,069)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
-
|
|
3,888
|
|
23,760
|
|
12,960
|
|
Net Cash Flows From Investing Activities
|
|
-
|
|
3,888
|
|
23,760
|
|
12,960
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Proceeds From/(Repayments to) Manager
|
|
3,098
|
|
(1,535)
|
|
(1,426)
|
|
(1,029)
|
|
Capital Contributions
|
|
-
|
|
3,561
|
|
3,842
|
|
3,084
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
(3,930)
|
|
(23,771)
|
|
(12,996)
|
|
Net Cash Flows From Financing Activities
|
|
3,098
|
|
(1,904)
|
|
(21,355)
|
|
(10,941)
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Increase/(Decrease) In Cash
|
|
-
|
|
(50)
|
|
(50)
|
|
(50)
|
|
Cash at End of Period
|
$
|
50
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distribution of equity issued by related party
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-136
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
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
|
$
|
(25,710)
|
$
|
(10,935)
|
$
|
(892)
|
$
|
(13,699)
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
1,218
|
|
4,925
|
|
(1,900)
|
|
295
|
|
(Gain)/Loss on Cancellation of Note Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Increase in Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
22,324
|
|
3,935
|
|
730
|
|
11,327
|
|
Total Adjustments
|
|
23,542
|
|
8,860
|
|
(1,170)
|
|
11,622
|
|
Net Cash Flows From Operating Activities:
|
|
(2,168)
|
|
(2,075)
|
|
(2,062)
|
|
(2,077)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
21,637
|
|
11,275
|
|
9,900
|
|
5,225
|
|
Net Cash Flows From Investing Activities
|
|
21,637
|
|
11,275
|
|
9,900
|
|
5,225
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Proceeds From/(Repayments to) Manager
|
|
(1,207)
|
|
(1,044)
|
|
(1,023)
|
|
(1,051)
|
|
Capital Contributions
|
|
3,348
|
|
3,115
|
|
3,071
|
|
3,117
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
(21,660)
|
|
(11,321)
|
|
(9,936)
|
|
(5,264)
|
|
Net Cash Flows From Financing Activities
|
|
(19,519)
|
|
(9,250)
|
|
(7,888)
|
|
(3,198)
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Increase/(Decrease) In Cash
|
|
(50)
|
|
(50)
|
|
(50)
|
|
(50)
|
|
Cash at End of Period
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distribution of equity issued by related party
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-137
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
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
|
$
|
(3,354)
|
$
|
67,183
|
$
|
(12,011)
|
$
|
3,965
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
-
|
|
(91,415)
|
|
9,928
|
|
(7,037)
|
|
(Gain)/Loss on Cancellation of Note Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Increase in Income Tax Payable
|
|
-
|
|
22,526
|
|
-
|
|
766
|
|
Loss on Impairment
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Total Adjustments
|
|
-
|
|
(68,889)
|
|
9,928
|
|
(6,271)
|
|
Net Cash Flows From Operating Activities:
|
|
(3,354)
|
|
(1,706)
|
|
(2,083)
|
|
(2,306)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
-
|
|
140,000
|
|
12,100
|
|
22,464
|
|
Net Cash Flows From Investing Activities
|
|
-
|
|
140,000
|
|
12,100
|
|
22,464
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Proceeds From/(Repayments to) Manager
|
|
3,354
|
|
(1,229)
|
|
(1,055)
|
|
(1,013)
|
|
Capital Contributions
|
|
-
|
|
2,899
|
|
3,116
|
|
3,307
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
(140,014)
|
|
(12,128)
|
|
(22,502)
|
|
Net Cash Flows From Financing Activities
|
|
3,354
|
|
(138,344)
|
|
(10,067)
|
|
(20,208)
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Increase/(Decrease) In Cash
|
|
-
|
|
(50)
|
|
(50)
|
|
(50)
|
|
Cash at End of Period
|
$
|
50
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distribution of equity issued by related party
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-138
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
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
|
$
|
(3,046)
|
$
|
(15,071)
|
$
|
289
|
$
|
(3,377)
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
-
|
|
-
|
|
(2,366)
|
|
-
|
|
(Gain)/Loss on Cancellation of Note Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Increase in Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
-
|
|
11,956
|
|
-
|
|
-
|
|
Total Adjustments
|
|
-
|
|
11,956
|
|
(2,366)
|
|
-
|
|
Net Cash Flows From Operating Activities:
|
|
(3,046)
|
|
(3,115)
|
|
(2,077)
|
|
(3,377)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
-
|
|
-
|
|
27,501
|
|
-
|
|
Net Cash Flows From Investing Activities
|
|
-
|
|
-
|
|
27,501
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Proceeds From/(Repayments to) Manager
|
|
3,046
|
|
3,115
|
|
(1,044)
|
|
3,377
|
|
Capital Contributions
|
|
-
|
|
-
|
|
3,100
|
|
-
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
-
|
|
(27,530)
|
|
-
|
|
Net Cash Flows From Financing Activities
|
|
3,046
|
|
3,115
|
|
(25,474)
|
|
3,377
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Increase/(Decrease) In Cash
|
|
-
|
|
-
|
|
(50)
|
|
-
|
|
Cash at End of Period
|
$
|
50
|
$
|
50
|
$
|
-
|
$
|
50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distribution of equity issued by related party
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-139
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
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
|
$
|
(43,259)
|
$
|
(17,332)
|
$
|
(26,294)
|
$
|
(20,170)
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
10,948
|
|
(300)
|
|
20,365
|
|
4,800
|
|
(Gain)/Loss on Cancellation of Note Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Increase in Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
29,908
|
|
15,542
|
|
3,800
|
|
13,255
|
|
Total Adjustments
|
|
40,856
|
|
15,242
|
|
24,165
|
|
18,055
|
|
Net Cash Flows From Operating Activities:
|
|
(2,403)
|
|
(2,090)
|
|
(2,129)
|
|
(2,115)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
19,250
|
|
8,800
|
|
7,425
|
|
10,800
|
|
Net Cash Flows From Investing Activities
|
|
19,250
|
|
8,800
|
|
7,425
|
|
10,800
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Proceeds From/(Repayments to) Manager
|
|
(1,304)
|
|
(1,069)
|
|
(1,141)
|
|
(1,076)
|
|
Capital Contributions
|
|
3,683
|
|
3,139
|
|
3,269
|
|
3,165
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
(19,276)
|
|
(8,830)
|
|
(7,474)
|
|
(10,824)
|
|
Net Cash Flows From Financing Activities
|
|
(16,897)
|
|
(6,760)
|
|
(5,346)
|
|
(8,735)
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Increase/(Decrease) In Cash
|
|
(50)
|
|
(50)
|
|
(50)
|
|
(50)
|
|
Cash at End of Period
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distribution of equity issued by related party
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-140
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
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
|
$
|
(25,553)
|
$
|
(133,229)
|
$
|
(11,580)
|
$
|
(5,294)
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
-
|
|
130,197
|
|
8,790
|
|
3,045
|
|
(Gain)/Loss on Cancellation of Note Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Increase in Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
22,132
|
|
-
|
|
458
|
|
-
|
|
Total Adjustments
|
|
22,132
|
|
130,197
|
|
9,248
|
|
3,045
|
|
Net Cash Flows From Operating Activities:
|
|
(3,421)
|
|
(3,032)
|
|
(2,332)
|
|
(2,249)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
-
|
|
127,600
|
|
18,810
|
|
12,102
|
|
Net Cash Flows From Investing Activities
|
|
-
|
|
127,600
|
|
18,810
|
|
12,102
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Proceeds From/(Repayments to) Manager
|
|
3,421
|
|
(2,699)
|
|
(1,161)
|
|
(1,008)
|
|
Capital Contributions
|
|
-
|
|
5,481
|
|
3,459
|
|
3,249
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
(127,400)
|
|
(18,826)
|
|
(12,144)
|
|
Net Cash Flows From Financing Activities
|
|
3,421
|
|
(124,618)
|
|
(16,528)
|
|
(9,903)
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Increase/(Decrease) In Cash
|
|
-
|
|
(50)
|
|
(50)
|
|
(50)
|
|
Cash at End of Period
|
$
|
50
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distribution of equity issued by related party
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-141
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
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
|
$
|
(53,227)
|
$
|
(7,512)
|
$
|
(15,347)
|
$
|
(2,126)
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
51,322
|
|
1,874
|
|
5,950
|
|
47
|
|
(Gain)/Loss on Cancellation of Note Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Increase in Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
-
|
|
3,448
|
|
7,265
|
|
-
|
|
Total Adjustments
|
|
51,322
|
|
5,322
|
|
13,215
|
|
47
|
|
Net Cash Flows From Operating Activities:
|
|
(1,905)
|
|
(2,190)
|
|
(2,132)
|
|
(2,079)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
4,125
|
|
4,125
|
|
6,050
|
|
20,900
|
|
Net Cash Flows From Investing Activities
|
|
4,125
|
|
4,125
|
|
6,050
|
|
20,900
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Proceeds From/(Repayments to) Manager
|
|
1,905
|
|
(1,235)
|
|
(1,114)
|
|
(1,008)
|
|
Capital Contributions
|
|
-
|
|
3,389
|
|
3,238
|
|
3,081
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
-
|
|
(4,139)
|
|
(6,092)
|
|
(20,944)
|
|
Net Cash Flows From Financing Activities
|
|
1,905
|
|
(1,985)
|
|
(3,968)
|
|
(18,871)
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Increase/(Decrease) In Cash
|
|
4,125
|
|
(50)
|
|
(50)
|
|
(50)
|
|
Cash at End of Period
|
$
|
4,175
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distribution of equity issued by related party
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-142
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
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
|
$
|
(6,706)
|
$
|
8,969
|
$
|
18,616
|
$
|
(12,032)
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
4,458
|
|
(13,574)
|
|
(24,859)
|
|
5,120
|
|
(Gain)/Loss on Cancellation of Note Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Increase in Income Tax Payable
|
|
-
|
|
2,547
|
|
4,886
|
|
-
|
|
Loss on Impairment
|
|
-
|
|
-
|
|
-
|
|
4,579
|
|
Total Adjustments
|
|
4,458
|
|
(11,027)
|
|
(19,973)
|
|
9,699
|
|
Net Cash Flows From Operating Activities:
|
|
(2,248)
|
|
(2,058)
|
|
(1,357)
|
|
(2,333)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
15,675
|
|
28,600
|
|
105,000
|
|
14,080
|
|
Net Cash Flows From Investing Activities
|
|
15,675
|
|
28,600
|
|
105,000
|
|
14,080
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Proceeds From/(Repayments to) Manager
|
|
(1,004)
|
|
(971)
|
|
(1,395)
|
|
(1,167)
|
|
Capital Contributions
|
|
3,236
|
|
3,024
|
|
2,649
|
|
3,495
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
(15,709)
|
|
(28,645)
|
|
(104,947)
|
|
(14,125)
|
|
Net Cash Flows From Financing Activities
|
|
(13,477)
|
|
(26,592)
|
|
(103,693)
|
|
(11,797)
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Increase/(Decrease) In Cash
|
|
(50)
|
|
(50)
|
|
(50)
|
|
(50)
|
|
Cash at End of Period
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distribution of equity issued by related party
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-143
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
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
|
$
|
(207,622)
|
$
|
(23,498)
|
$
|
(5,389)
|
$
|
(33,604)
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
42,500
|
|
1,970
|
|
1,767
|
|
(3,800)
|
|
(Gain)/Loss on Cancellation of Note Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Increase in Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
162,458
|
|
19,446
|
|
1,839
|
|
35,247
|
|
Total Adjustments
|
|
204,958
|
|
21,416
|
|
3,606
|
|
31,447
|
|
Net Cash Flows From Operating Activities:
|
|
(2,664)
|
|
(2,082)
|
|
(1,783)
|
|
(2,157)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
137,500
|
|
2,530
|
|
14,433
|
|
12,100
|
|
Net Cash Flows From Investing Activities
|
|
137,500
|
|
2,530
|
|
14,433
|
|
12,100
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Proceeds From/(Repayments to) Manager
|
|
(1,421)
|
|
(989)
|
|
(404)
|
|
(1,117)
|
|
Capital Contributions
|
|
4,027
|
|
3,061
|
|
2,164
|
|
3,261
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
(137,492)
|
|
(2,570)
|
|
(14,460)
|
|
(12,137)
|
|
Net Cash Flows From Financing Activities
|
|
(134,886)
|
|
(498)
|
|
(12,700)
|
|
(9,993)
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Increase/(Decrease) In Cash
|
|
(50)
|
|
(50)
|
|
(50)
|
|
(50)
|
|
Cash at End of Period
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distribution of equity issued by related party
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-144
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
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
|
$
|
(9,623)
|
$
|
(22,205)
|
$
|
(10,104)
|
$
|
-
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
7,369
|
|
20,039
|
|
(768)
|
|
-
|
|
(Gain)/Loss on Cancellation of Note Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Increase in Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
-
|
|
-
|
|
8,600
|
|
-
|
|
Total Adjustments
|
|
7,369
|
|
20,039
|
|
7,832
|
|
-
|
|
Net Cash Flows From Operating Activities:
|
|
(2,254)
|
|
(2,166)
|
|
(2,272)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
14,300
|
|
14,740
|
|
13,200
|
|
-
|
|
Net Cash Flows From Investing Activities
|
|
14,300
|
|
14,740
|
|
13,200
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Proceeds From/(Repayments to) Manager
|
|
(541)
|
|
(1,128)
|
|
(1,022)
|
|
-
|
|
Capital Contributions
|
|
2,786
|
|
3,260
|
|
3,281
|
|
(28)
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
(14,341)
|
|
(14,756)
|
|
(13,237)
|
|
28
|
|
Net Cash Flows From Financing Activities
|
|
(12,096)
|
|
(12,624)
|
|
(10,978)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
50
|
|
50
|
|
50
|
|
-
|
|
Net Increase/(Decrease) In Cash
|
|
(50)
|
|
(50)
|
|
(50)
|
|
-
|
|
Cash at End of Period
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distribution of equity issued by related party
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-145
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
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
|
$
|
(12,837)
|
$
|
(3,677)
|
$
|
(5,903)
|
$
|
(3,819)
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
3,480
|
|
-
|
|
(1,963)
|
|
-
|
|
(Gain)/Loss on Cancellation of Note Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Increase in Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
7,305
|
|
-
|
|
5,800
|
|
-
|
|
Total Adjustments
|
|
10,785
|
|
-
|
|
3,837
|
|
-
|
|
Net Cash Flows From Operating Activities:
|
|
(2,052)
|
|
(3,677)
|
|
(2,066)
|
|
(3,819)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
3,240
|
|
-
|
|
13,716
|
|
-
|
|
Net Cash Flows From Investing Activities
|
|
3,240
|
|
-
|
|
13,716
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Proceeds From/(Repayments to) Manager
|
|
(923)
|
|
3,677
|
|
(952)
|
|
3,819
|
|
Capital Contributions
|
|
2,963
|
|
-
|
|
3,000
|
|
-
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
(3,278)
|
|
-
|
|
(13,748)
|
|
-
|
|
Net Cash Flows From Financing Activities
|
|
(1,238)
|
|
3,677
|
|
(11,700)
|
|
3,819
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Increase/(Decrease) In Cash
|
|
(50)
|
|
-
|
|
(50)
|
|
-
|
|
Cash at End of Period
|
$
|
-
|
$
|
50
|
$
|
-
|
$
|
50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distribution of equity issued by related party
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-146
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
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
|
$
|
(8,945)
|
$
|
11,486
|
$
|
8,477
|
$
|
25,135
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
(860)
|
|
(17,469)
|
|
(12,987)
|
|
(36,511)
|
|
(Gain)/Loss on Cancellation of Note Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Increase in Income Tax Payable
|
|
-
|
|
3,615
|
|
2,463
|
|
1,045
|
|
Loss on Impairment
|
|
7,755
|
|
-
|
|
-
|
|
8,000
|
|
Total Adjustments
|
|
6,895
|
|
(13,854)
|
|
(10,524)
|
|
(27,466)
|
|
Net Cash Flows From Operating Activities:
|
|
(2,050)
|
|
(2,368)
|
|
(2,047)
|
|
(2,331)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
2,090
|
|
35,000
|
|
25,498
|
|
71,500
|
|
Net Cash Flows From Investing Activities
|
|
2,090
|
|
35,000
|
|
25,498
|
|
71,500
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Proceeds From/(Repayments to) Manager
|
|
(490)
|
|
(473)
|
|
(874)
|
|
(723)
|
|
Capital Contributions
|
|
2,531
|
|
2,825
|
|
2,918
|
|
3,004
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
(2,131)
|
|
(35,034)
|
|
(25,545)
|
|
(71,500)
|
|
Net Cash Flows From Financing Activities
|
|
(90)
|
|
(32,682)
|
|
(23,501)
|
|
(69,219)
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Increase/(Decrease) In Cash
|
|
(50)
|
|
(50)
|
|
(50)
|
|
(50)
|
|
Cash at End of Period
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distribution of equity issued by related party
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-147
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
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
|
$
|
(15,930)
|
$
|
(24,033)
|
$
|
(20,951)
|
$
|
3,609
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
13,846
|
|
21,921
|
|
2,951
|
|
(6,136)
|
|
(Gain)/Loss on Cancellation of Note Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Increase in Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
951
|
|
Loss on Impairment
|
|
-
|
|
-
|
|
15,749
|
|
-
|
|
Total Adjustments
|
|
13,846
|
|
21,921
|
|
18,700
|
|
(5,185)
|
|
Net Cash Flows From Operating Activities:
|
|
(2,084)
|
|
(2,112)
|
|
(2,251)
|
|
(1,576)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
8,800
|
|
8,250
|
|
12,100
|
|
16,234
|
|
Net Cash Flows From Investing Activities
|
|
8,800
|
|
8,250
|
|
12,100
|
|
16,234
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Proceeds From/(Repayments to) Manager
|
|
(941)
|
|
(596)
|
|
(587)
|
|
(430)
|
|
Capital Contributions
|
|
3,005
|
|
2,682
|
|
2,838
|
|
2,004
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
(8,830)
|
|
(8,274)
|
|
(12,150)
|
|
(16,282)
|
|
Net Cash Flows From Financing Activities
|
|
(6,766)
|
|
(6,188)
|
|
(9,899)
|
|
(14,708)
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Increase/(Decrease) In Cash
|
|
(50)
|
|
(50)
|
|
(50)
|
|
(50)
|
|
Cash at End of Period
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distribution of equity issued by related party
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-148
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
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
|
$
|
(11,853)
|
$
|
(60,522)
|
$
|
(46,151)
|
$
|
(4,747)
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
9,782
|
|
8,760
|
|
12,660
|
|
-
|
|
(Gain)/Loss on Cancellation of Note Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Increase in Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
-
|
|
49,300
|
|
31,097
|
|
1,746
|
|
Total Adjustments
|
|
9,782
|
|
58,060
|
|
43,757
|
|
1,746
|
|
Net Cash Flows From Operating Activities:
|
|
(2,071)
|
|
(2,462)
|
|
(2,394)
|
|
(3,001)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
8,250
|
|
14,040
|
|
-
|
|
-
|
|
Net Cash Flows From Investing Activities
|
|
8,250
|
|
14,040
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Proceeds From/(Repayments to) Manager
|
|
(445)
|
|
(880)
|
|
2,394
|
|
(410)
|
|
Capital Contributions
|
|
2,513
|
|
3,277
|
|
-
|
|
3,361
|
|
Membership Contributions, net
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distributions
|
|
(8,297)
|
|
(14,025)
|
|
-
|
|
-
|
|
Net Cash Flows From Financing Activities
|
|
(6,229)
|
|
(11,628)
|
|
2,394
|
|
2,951
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
50
|
|
50
|
|
50
|
|
50
|
|
Net Increase/(Decrease) In Cash
|
|
(50)
|
|
(50)
|
|
-
|
|
(50)
|
|
Cash at End of Period
|
$
|
-
|
$
|
-
|
$
|
50
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
-
|
|
-
|
|
-
|
|
11,084
|
|
Distribution of equity issued by related party
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
(11,084)
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-149
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
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
|
$
|
(11,285)
|
$
|
(76,030)
|
$
|
(19,057)
|
$
|
9,352
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
2,500
|
|
-
|
|
-
|
|
-
|
|
(Gain)/Loss on Cancellation of Note Payable
|
|
-
|
|
-
|
|
-
|
|
(9,352)
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Increase in Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
6,478
|
|
63,395
|
|
13,508
|
|
-
|
|
Total Adjustments
|
|
8,978
|
|
63,395
|
|
13,508
|
|
(9,352)
|
|
Net Cash Flows From Operating Activities:
|
|
(2,307)
|
|
(12,635)
|
|
(5,549)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
6,750
|
|
-
|
|
-
|
|
-
|
|
Net Cash Flows From Investing Activities
|
|
6,750
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
-
|
|
(225,000)
|
|
(89,000)
|
|
-
|
|
Net Proceeds From/(Repayments to) Manager
|
|
(429)
|
|
3,648
|
|
1,985
|
|
-
|
|
Capital Contributions
|
|
2,734
|
|
(395)
|
|
(149)
|
|
-
|
|
Membership Contributions, net
|
|
-
|
|
234,432
|
|
92,763
|
|
-
|
|
Distributions
|
|
(6,798)
|
|
-
|
|
-
|
|
-
|
|
Net Cash Flows From Financing Activities
|
|
(4,493)
|
|
12,685
|
|
5,599
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
50
|
|
-
|
|
-
|
|
-
|
|
Net Increase/(Decrease) In Cash
|
|
(50)
|
|
50
|
|
50
|
|
-
|
|
Cash at End of Period
|
$
|
-
|
$
|
50
|
$
|
50
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
(28,545)
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distribution of equity issued by related party
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-150
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
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
|
$
|
(61,652)
|
$
|
(99)
|
$
|
(14,261)
|
$
|
(7,921)
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
45,840
|
|
-
|
|
10,732
|
|
-
|
|
(Gain)/Loss on Cancellation of Note Payable
|
|
-
|
|
99
|
|
-
|
|
-
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Increase in Income Tax Payable
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Loss on Impairment
|
|
9,140
|
|
-
|
|
-
|
|
-
|
|
Total Adjustments
|
|
54,980
|
|
99
|
|
10,732
|
|
-
|
|
Net Cash Flows From Operating Activities:
|
|
(6,672)
|
|
-
|
|
(3,529)
|
|
(7,921)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
-
|
|
-
|
|
20,520
|
|
-
|
|
Net Cash Flows From Investing Activities
|
|
-
|
|
-
|
|
20,520
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
(84,000)
|
|
-
|
|
(31,200)
|
|
(110,000)
|
|
Net Proceeds From/(Repayments to) Manager
|
|
3,206
|
|
-
|
|
-
|
|
3,513
|
|
Capital Contributions
|
|
-
|
|
-
|
|
2,073
|
|
(184)
|
|
Membership Contributions, net
|
|
87,516
|
|
-
|
|
32,472
|
|
114,642
|
|
Distributions
|
|
-
|
|
-
|
|
(20,336)
|
|
-
|
|
Net Cash Flows From Financing Activities
|
|
6,722
|
|
-
|
|
(16,991)
|
|
7,971
|
|
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Net Increase/(Decrease) In Cash
|
|
50
|
|
-
|
|
-
|
|
50
|
|
Cash at End of Period
|
$
|
50
|
$
|
-
|
$
|
-
|
$
|
50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
(26,400)
|
$
|
-
|
$
|
-
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Distribution of equity issued by related party
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-151
OTIS GALLERY LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2022 (AUDITED)
|
|
|
Series Gallery Drop 123
|
|
Unallocated
|
|
Total Consolidated
|
|
Cash Flows From Operating Activities:
|
|
|
|
|
|
|
|
Net Income/(Loss) For the Period
|
$
|
(4,974)
|
$
|
-
|
$
|
(1,408,088)
|
|
Adjustment to reconcile Net Income/(Loss) to Net Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
(Gain)/Loss on Sale of Asset
|
|
-
|
|
-
|
|
348,102
|
|
(Gain)/Loss on Cancellation of Note Payable
|
|
-
|
|
-
|
|
(9,253)
|
|
Prepayments to Manager
|
|
-
|
|
-
|
|
4,139
|
|
Increase in Income Tax Payable
|
|
-
|
|
-
|
|
55,845
|
|
Loss on Impairment
|
|
-
|
|
-
|
|
707,914
|
|
Total Adjustments
|
|
-
|
|
-
|
|
1,106,747
|
|
Net Cash Flows From Operating Activities:
|
|
(4,974)
|
|
-
|
|
(301,341)
|
|
|
|
|
|
|
|
|
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
Proceeds from Sale of Art and Other Collectibles
|
|
-
|
|
-
|
|
1,768,160
|
|
Net Cash Flows From Investing Activities
|
|
-
|
|
-
|
|
1,768,160
|
|
|
|
|
|
|
|
|
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
Repayment of loans – related party
|
|
(44,444)
|
|
-
|
|
(583,644)
|
|
Net Proceeds From/(Repayments to) Manager
|
|
3,210
|
|
(23,747)
|
|
(36,183)
|
|
Capital Contributions
|
|
(74)
|
|
23,747
|
|
307,996
|
|
Membership Contributions, net
|
|
46,332
|
|
-
|
|
608,156
|
|
Distributions
|
|
-
|
|
-
|
|
(2,455,493)
|
|
Net Cash Flows From Financing Activities
|
|
5,024
|
|
-
|
|
(2,159,168)
|
|
|
|
|
|
|
|
|
|
Cash at Beginning of Period
|
|
-
|
|
-
|
|
704,758
|
|
Net Increase/(Decrease) In Cash
|
|
50
|
|
-
|
|
(692,349)
|
|
Cash at End of Period
|
$
|
50
|
$
|
-
|
$
|
12,409
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
|
|
|
|
Cancellation of Note Payable in exchange for return of Asset
|
$
|
-
|
$
|
-
|
$
|
(54,945)
|
|
Sale of Art and Other Collectibles for equity issued by related party
|
|
-
|
|
-
|
|
429,055
|
|
Distribution of equity issued by related party
|
$
|
-
|
$
|
-
|
$
|
(429,055)
|
See Independent Auditor’s report and accompanying notes, which are an integral part of these consolidated financial statements.
F-152
OTIS GALLERY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 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;
F-153
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.
F-154
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 Drop 003, 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, with the exception of Series Drop 003, incurred a net loss for the year ended December 31, 2023. On a total consolidated basis, the Company sustained a net loss of $676,771 for the year ended December 31, 2023. On a total consolidated basis, the Company had an accumulated deficit of $6,224,168 and $5,021,445 as of December 31, 2023 and December 31, 2022, respectively. On a total consolidated basis, the Company’s current liabilities exceed current assets by $155,316 as of December 31, 2023. The Company has limited liquid assets, with cash of $36,485 on a total consolidated basis, $7,490 of which is held by Series Drop 003 from the sale of the underlying asset of such series. 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
F-155
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 December 31, 2023 and 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 December 31, 2023 and 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 December 31, 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.
F-156
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 December 31, 2023 and 2022, the Company’s total investment in the Underlying Assets across all Series was $1,994,584 and $3,102,457, respectively, as detailed in the table below (presented below net of aggregate impairments of $170,342 and $219,644 as of December 31, 2023 and 2022, respectively).
|
Series
|
Underlying Asset
|
As of December 31, 2023
|
As of December 31, 2022
|
||
|
Series #KW
|
2018 Saint Jerome Hearing the Trumpet of Last Judgement painting by Kehinde Wiley
|
$
|
189,000
|
$
|
237,500
|
|
Series Drop 003(1)
|
The Incredible Hulk 181 Comic
|
|
-
|
|
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(1)
|
2019 commissioned painting by Shelby and Sandy “Basketball”
|
|
-
|
|
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
|
|
63,500
|
|
84,150
|
|
Series Gallery Drop 017
|
2017 Colorbar Constellation 6 Painting by Derrick Adams
|
|
49,500
|
|
49,500
|
|
Series Gallery Drop 030(1)
|
2020 A Perfect Trade painting by Cleon Peterson
|
|
-
|
|
24,000
|
F-157
|
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(1)
|
2000 SP Authentic 118 Tom Brady rookie trading card
|
|
-
|
|
44,400
|
|
Series Gallery Drop 048
|
2011 Hermès 35cm So Black Birkin handbag
|
|
28,900
|
|
34,800
|
|
Series Gallery Drop 049(1)
|
2003 SP Authentic Limited LeBron James 148 trading card
|
|
-
|
|
214,876
|
|
Series Gallery Drop 051(1)
|
2009 Topps Chrome Stephen Curry 101 trading card
|
|
-
|
|
26,400
|
|
Series Gallery Drop 059(1)
|
Super Mario Bros. NES game
|
|
-
|
|
73,964
|
|
Series Gallery Drop 063(1)
|
2002-03 Panini Futebol Portugal Cristiano Ronaldo 137 trading card
|
|
-
|
|
20,035
|
|
Series Gallery Drop 064(1)
|
2004-05 Panini Megacracks La Liga Lionel Messi 71 trading card
|
|
-
|
|
20,100
|
|
Series Gallery Drop 066(1)
|
2013 Panini Immaculate Collection Giannis Antetokounmpo #131 RPA trading card
|
|
-
|
|
60,158
|
|
Series Gallery Drop 071(1)
|
2018 Panini Prizm Luka Doncic Prizm Mojo #280 trading card
|
|
-
|
|
78,000
|
|
Series Gallery Drop 099(1)
|
Mike Tyson’s Punch-Out!! game
|
|
-
|
|
130,228
|
|
Series Gallery Drop 101(1)
|
Nintendo World Championship game
|
|
-
|
|
180,003
|
|
Series Gallery Drop 116
|
1999 Pokémon 1st Edition Shadowless Holo Charizard trading card
|
|
162,000
|
|
162,000
|
|
Series Gallery Drop 117(1)
|
NFT by XCOPY titled BOTTOM FEEDER #35
|
|
-
|
|
59,141
|
|
Series Gallery Drop 122
|
Harry Potter and the Philosopher's Stone book
|
|
110,184
|
|
110,184
|
|
Series Gallery Drop 123(1)
|
NFT by FEWOCiOUS titled i miss your voice call back soon okay #3
|
|
-
|
|
44,518
|
|
Totals
|
$
|
1,994,584
|
|
3,102,457
|
|
(1)
The Underlying Asset of such Series was sold.
For the year ended December 31, 2023, the Company recorded $240,263 in impairment loss charges for its Underlying Assets, as detailed in the table below:
|
Series
|
Loss on Impairment
|
|
|
Series #KW
|
$
|
48,500
|
|
Series Drop 003
|
|
18,000
|
|
Series Gallery Drop 013
|
|
20,650
|
|
Series Gallery Drop 048
|
|
5,900
|
F-158
|
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
|
$
|
240,263
|
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
|
F-159
|
Series Gallery Drop 117
|
|
13,508
|
|
Series Gallery Drop 119
|
|
9,140
|
|
Total
|
$
|
707,914
|
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:
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 December 31, 2023 and 2022, neither the Company nor any Series had recognized any revenue.
Operating Expenses
F-160
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-161
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 year ended December 31, 2023, the Company recorded tax provisions on a total consolidated basis of $1,300 for minimum taxes and income taxes payable of $5,367 with respect to the 2023 tax year for the Series below reflecting utilization of 2019 to December 31, 2023, as applicable, net operating loss carryforwards (“NOLs”).
The following series filed final tax returns or elected to be taxed as a pass-through entity for tax year 2022 or prior and had no tax filing obligations, and thus did not incur the minimum tax, for the 2023 tax year: 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 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 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 045, 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 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 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 113, Series Gallery Drop 114, Series Gallery Drop 115, Series Gallery Drop 118, Series Gallery Drop 119, Series Gallery Drop 120 and Series Gallery Drop 121.
For the year ended December 31, 2023, the Company recorded tax provisions above minimum taxes of $5,367 and income taxes payable of $5,367 for Series Drop 003, reflecting utilization of 2019 to 2023, as applicable, NOLs, for an effective tax rate of 20%.
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%
|
F-162
|
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
|
|
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.
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 December 31, 2023 were approximately $732,257, which produced net deferred tax assets of $191,117, 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, 2023
|
Deferred Tax Assets from NOLs as of December 31, 2023
|
Valuation Allowance
|
Net Deferred Tax Assets as of December 31, 2023
|
||||
|
Series #KW
|
$
|
23,312
|
$
|
6,084
|
$
|
(6,084)
|
$
|
-
|
|
Series Drop 005
|
|
12,993
|
|
3,391
|
|
(3,391)
|
|
-
|
|
Series Gallery Drop 011
|
|
30,229
|
|
7,890
|
|
(7,890)
|
|
-
|
|
Series Gallery Drop 012
|
|
17,509
|
|
4,570
|
|
(4,570)
|
|
-
|
|
Series Gallery Drop 013
|
|
12,826
|
|
3,348
|
|
(3,348)
|
|
-
|
|
Series Gallery Drop 017
|
|
13,565
|
|
3,540
|
|
(3,540)
|
|
-
|
|
Series Gallery Drop 030
|
|
28,858
|
|
7,532
|
|
(7,532)
|
|
-
|
|
Series Gallery Drop 031
|
|
11,011
|
|
2,874
|
|
(2,874)
|
|
-
|
|
Series Gallery Drop 034
|
|
19,077
|
|
4,979
|
|
(4,979)
|
|
-
|
|
Series Gallery Drop 039
|
|
12,872
|
|
3,360
|
|
(3,360)
|
|
-
|
|
Series Gallery Drop 044
|
|
29,443
|
|
7,685
|
|
(7,685)
|
|
-
|
|
Series Gallery Drop 046
|
|
12,131
|
|
3,166
|
|
(3,166)
|
|
-
|
|
Series Gallery Drop 048
|
|
7,377
|
|
1,925
|
|
(1,925)
|
|
-
|
|
Series Gallery Drop 049
|
|
78,452
|
|
20,476
|
|
(20,476)
|
|
-
|
|
Series Gallery Drop 051
|
|
10,110
|
|
2,639
|
|
(2,639)
|
|
-
|
|
Series Gallery Drop 059
|
|
22,362
|
|
5,836
|
|
(5,836)
|
|
-
|
|
Series Gallery Drop 063
|
|
15,856
|
|
4,138
|
|
(4,138)
|
|
-
|
|
Series Gallery Drop 064
|
|
7,740
|
|
2,020
|
|
(2,020)
|
|
-
|
|
Series Gallery Drop 066
|
|
45,308
|
|
11,825
|
|
(11,825)
|
|
-
|
|
Series Gallery Drop 071
|
|
70,460
|
|
18,390
|
|
(18,390)
|
|
-
|
|
Series Gallery Drop 099
|
|
38,113
|
|
9,947
|
|
(9,947)
|
|
-
|
|
Series Gallery Drop 101
|
|
123,440
|
|
32,218
|
|
(32,218)
|
|
-
|
|
Series Gallery Drop 116
|
|
15,833
|
|
4,132
|
|
(4,132)
|
|
-
|
|
Series Gallery Drop 117
|
|
14,998
|
|
3,914
|
|
(3,914)
|
|
-
|
|
Series Gallery Drop 122
|
|
10,684
|
|
2,789
|
|
(2,789)
|
|
-
|
|
Series Gallery Drop 123
|
|
47,698
|
|
12,449
|
|
(12,449)
|
|
-
|
|
Total
|
$
|
732,257
|
$
|
191,117
|
$
|
(191,117)
|
$
|
-
|
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.
F-163
|
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)
|
|
-
|
|
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)
|
|
-
|
F-164
|
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)
|
|
-
|
|
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)
|
$
|
-
|
F-165
Based on consideration of the available evidence, including historical losses, the Company’s net deferred tax assets from its NOLs as of December 31, 2023 and 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 years ended December 31, 2023 and 2022 has been recognized. The net losses do not expire for federal income tax purposes.
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
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 December 31, 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 December 31, 2023 and 2022):
|
|
|
December 31, 2023
|
December 31, 2022
|
||||||
|
Series
|
Membership Interests
|
Net (Loss) / Income
|
EPI
|
Net (Loss) / Income
|
EPI
|
||||
|
Series #KW
|
10,000
|
$
|
(52,025)
|
$
|
(5.20)
|
$
|
(4,366)
|
$
|
(0.44)
|
|
Series Drop 002
|
1,000
|
|
-
|
|
-
|
|
(2,996)
|
|
(3.00)
|
F-166
|
Series Drop 003
|
1,000
|
|
21,537
|
|
21.54
|
|
(3,202)
|
|
(3.20)
|
|
Series Drop 004
|
1,000
|
|
-
|
|
-
|
|
(30,432)
|
|
(30.43)
|
|
Series Drop 005
|
1,250
|
|
(2,678)
|
|
(2.14)
|
|
(13,272)
|
|
(10.62)
|
|
Series Drop 008
|
1,000
|
|
-
|
|
-
|
|
(7,067)
|
|
(7.07)
|
|
Series Drop 009
|
3,250
|
|
-
|
|
-
|
|
(228,460)
|
|
(70.30)
|
|
Series Drop 010
|
1,000
|
|
-
|
|
-
|
|
(2,968)
|
|
(2.97)
|
|
Series Gallery Drop 011
|
1,000
|
|
(23,005)
|
|
(23.01)
|
|
(3,139)
|
|
(3.14)
|
|
Series Gallery Drop 012
|
2,000
|
|
(2,987)
|
|
(1.49)
|
|
(3,808)
|
|
(1.90)
|
|
Series Gallery Drop 013
|
1,500
|
|
(23,328)
|
|
(15.55)
|
|
(3,489)
|
|
(2.33)
|
|
Series Gallery Drop 014
|
1,000
|
|
-
|
|
-
|
|
(2,996)
|
|
(3.00)
|
|
Series Gallery Drop 015
|
1,000
|
|
-
|
|
-
|
|
(16,735)
|
|
(16.74)
|
|
Series Gallery Drop 016
|
1,000
|
|
-
|
|
-
|
|
(2,945)
|
|
(2.95)
|
|
Series Gallery Drop 017
|
1,000
|
|
(3,986)
|
|
(3.99)
|
|
(3,290)
|
|
(3.29)
|
|
Series Gallery Drop 018
|
480
|
|
-
|
|
-
|
|
11,140
|
|
23.21
|
|
Series Gallery Drop 019
|
750
|
|
-
|
|
-
|
|
(6,966)
|
|
(9.29)
|
|
Series Gallery Drop 021
|
1,100
|
|
-
|
|
-
|
|
(2,979)
|
|
(2.71)
|
|
Series Gallery Drop 022
|
1,000
|
|
-
|
|
-
|
|
(2,995)
|
|
(3.00)
|
|
Series Gallery Drop 023
|
1,000
|
|
-
|
|
-
|
|
14,554
|
|
14.55
|
|
Series Gallery Drop 024
|
1,000
|
|
-
|
|
-
|
|
6,009
|
|
6.01
|
|
Series Gallery Drop 026
|
2,000
|
|
-
|
|
-
|
|
103,114
|
|
51.56
|
|
Series Gallery Drop 028
|
2,000
|
|
-
|
|
-
|
|
(2,942)
|
|
(1.47)
|
|
Series Gallery Drop 029
|
5,000
|
|
-
|
|
-
|
|
(3,107)
|
|
(0.62)
|
|
Series Gallery Drop 030
|
2,000
|
|
(19,560)
|
|
(9.78)
|
|
(3,355)
|
|
(1.68)
|
|
Series Gallery Drop 031
|
2,000
|
|
(2,454)
|
|
(1.23)
|
|
(3,257)
|
|
(1.63)
|
|
Series Gallery Drop 032
|
5,000
|
|
-
|
|
-
|
|
1,727
|
|
0.35
|
|
Series Gallery Drop 033
|
2,400
|
|
-
|
|
-
|
|
(2,956)
|
|
(1.23)
|
|
Series Gallery Drop 034
|
21,250
|
|
(4,509)
|
|
(0.21)
|
|
(5,348)
|
|
(0.25)
|
|
Series Gallery Drop 035
|
3,750
|
|
-
|
|
-
|
|
(16,911)
|
|
(4.51)
|
|
Series Gallery Drop 036
|
5,100
|
|
-
|
|
-
|
|
(3,083)
|
|
(0.60)
|
|
Series Gallery Drop 037
|
2,650
|
|
-
|
|
-
|
|
(2,972)
|
|
(1.12)
|
|
Series Gallery Drop 038
|
7,350
|
|
-
|
|
-
|
|
(25,249)
|
|
(3.44)
|
|
Series Gallery Drop 039
|
6,750
|
|
(2,558)
|
|
(0.38)
|
|
(3,364)
|
|
(0.50)
|
|
Series Gallery Drop 040
|
3,550
|
|
-
|
|
-
|
|
(3,012)
|
|
(0.85)
|
|
Series Gallery Drop 041
|
5,500
|
|
-
|
|
-
|
|
(2,876)
|
|
(0.52)
|
|
Series Gallery Drop 042
|
2,100
|
|
-
|
|
-
|
|
(2,949)
|
|
(1.40)
|
|
Series Gallery Drop 043
|
6,700
|
|
-
|
|
-
|
|
(9,812)
|
|
(1.46)
|
|
Series Gallery Drop 044
|
70,000
|
|
(5,809)
|
|
(0.08)
|
|
(4,139)
|
|
(0.06)
|
|
Series Gallery Drop 046
|
5,300
|
|
(6,150)
|
|
(1.16)
|
|
(9,651)
|
|
(1.82)
|
|
Series Gallery Drop 047
|
3,000
|
|
-
|
|
-
|
|
30,517
|
|
10.17
|
|
Series Gallery Drop 048
|
5,800
|
|
(8,337)
|
|
(1.44)
|
|
(25,403)
|
|
(4.38)
|
|
Series Gallery Drop 049
|
22,500
|
|
(174,647)
|
|
(7.76)
|
|
(4,161)
|
|
(0.18)
|
|
Series Gallery Drop 050
|
2,950
|
|
-
|
|
-
|
|
(20,174)
|
|
(6.84)
|
|
Series Gallery Drop 051
|
3,100
|
|
(7,994)
|
|
(2.58)
|
|
(5,799)
|
|
(1.87)
|
|
Series Gallery Drop 052
|
1,000
|
|
-
|
|
-
|
|
(7,146)
|
|
(7.15)
|
|
Series Gallery Drop 053
|
7,950
|
|
-
|
|
-
|
|
(20,849)
|
|
(2.62)
|
|
Series Gallery Drop 054
|
1,900
|
|
-
|
|
-
|
|
(7,162)
|
|
(3.77)
|
|
Series Gallery Drop 055
|
4,750
|
|
-
|
|
-
|
|
(25,710)
|
|
(5.41)
|
|
Series Gallery Drop 056
|
2,120
|
|
-
|
|
-
|
|
(10,935)
|
|
(5.16)
|
|
Series Gallery Drop 057
|
1,800
|
|
-
|
|
-
|
|
(892)
|
|
(0.50)
|
|
Series Gallery Drop 058
|
2,240
|
|
-
|
|
-
|
|
(13,699)
|
|
(6.12)
|
|
Series Gallery Drop 059
|
7,760
|
|
(14,866)
|
|
(1.92)
|
|
(3,354)
|
|
(0.43)
|
F-167
|
Series Gallery Drop 060
|
5,110
|
|
-
|
|
-
|
|
67,183
|
|
13.15
|
|
Series Gallery Drop 061
|
2,310
|
|
-
|
|
-
|
|
(12,011)
|
|
(5.20)
|
|
Series Gallery Drop 062
|
1,620
|
|
-
|
|
-
|
|
3,965
|
|
2.45
|
|
Series Gallery Drop 063
|
2,110
|
|
(12,784)
|
|
(6.06)
|
|
(3,046)
|
|
(1.44)
|
|
Series Gallery Drop 064
|
3,370
|
|
(2,267)
|
|
(0.67)
|
|
(15,071)
|
|
(4.47)
|
|
Series Gallery Drop 065
|
2,612
|
|
-
|
|
-
|
|
289
|
|
0.11
|
|
Series Gallery Drop 066
|
9,470
|
|
(36,906)
|
|
(3.90)
|
|
(3,377)
|
|
(0.36)
|
|
Series Gallery Drop 067
|
6,320
|
|
-
|
|
-
|
|
(43,259)
|
|
(6.84)
|
|
Series Gallery Drop 068
|
2,530
|
|
-
|
|
-
|
|
(17,332)
|
|
(6.85)
|
|
Series Gallery Drop 069
|
3,700
|
|
-
|
|
-
|
|
(26,294)
|
|
(7.11)
|
|
Series Gallery Drop 070
|
3,280
|
|
-
|
|
-
|
|
(20,170)
|
|
(6.15)
|
|
Series Gallery Drop 071
|
10,390
|
|
(62,768)
|
|
(6.04)
|
|
(25,553)
|
|
(2.46)
|
|
Series Gallery Drop 072
|
35,000
|
|
-
|
|
-
|
|
(133,229)
|
|
(3.81)
|
|
Series Gallery Drop 073
|
4,660
|
|
-
|
|
-
|
|
(11,580)
|
|
(2.48)
|
|
Series Gallery Drop 074
|
2,200
|
|
-
|
|
-
|
|
(5,294)
|
|
(2.41)
|
|
Series Gallery Drop 075
|
5,830
|
|
-
|
|
-
|
|
(53,227)
|
|
(9.13)
|
|
Series Gallery Drop 076
|
5,830
|
|
-
|
|
-
|
|
(7,512)
|
|
(1.29)
|
|
Series Gallery Drop 077
|
3,880
|
|
-
|
|
-
|
|
(15,347)
|
|
(3.96)
|
|
Series Gallery Drop 078
|
2,200
|
|
-
|
|
-
|
|
(2,126)
|
|
(0.97)
|
|
Series Gallery Drop 079
|
2,120
|
|
-
|
|
-
|
|
(6,706)
|
|
(3.16)
|
|
Series Gallery Drop 080
|
1,580
|
|
-
|
|
-
|
|
8,969
|
|
5.68
|
|
Series Gallery Drop 082
|
8,420
|
|
-
|
|
-
|
|
18,616
|
|
2.21
|
|
Series Gallery Drop 083
|
4,740
|
|
-
|
|
-
|
|
(12,032)
|
|
(2.54)
|
|
Series Gallery Drop 086
|
36,470
|
|
-
|
|
-
|
|
(207,622)
|
|
(5.69)
|
|
Series Gallery Drop 089
|
2,520
|
|
-
|
|
-
|
|
(23,498)
|
|
(9.32)
|
|
Series Gallery Drop 091
|
3,940
|
|
-
|
|
-
|
|
(5,389)
|
|
(1.37)
|
|
Series Gallery Drop 093
|
4,580
|
|
-
|
|
-
|
|
(33,604)
|
|
(7.34)
|
|
Series Gallery Drop 094
|
2,280
|
|
-
|
|
-
|
|
(9,623)
|
|
(4.22)
|
|
Series Gallery Drop 095
|
4,760
|
|
-
|
|
-
|
|
(22,205)
|
|
(4.66)
|
|
Series Gallery Drop 096
|
3,050
|
|
-
|
|
-
|
|
(10,104)
|
|
(3.31)
|
|
Series Gallery Drop 098
|
1,470
|
|
-
|
|
-
|
|
(12,837)
|
|
(8.73)
|
|
Series Gallery Drop 099
|
13,680
|
|
(28,472)
|
|
(2.08)
|
|
(3,677)
|
|
(0.27)
|
|
Series Gallery Drop 100
|
1,950
|
|
-
|
|
-
|
|
(5,903)
|
|
(3.03)
|
|
Series Gallery Drop 101
|
21,130
|
|
(110,397)
|
|
(5.22)
|
|
(3,819)
|
|
(0.18)
|
|
Series Gallery Drop 102
|
1,480
|
|
-
|
|
-
|
|
(8,945)
|
|
(6.04)
|
|
Series Gallery Drop 103
|
1,840
|
|
-
|
|
-
|
|
11,486
|
|
6.24
|
|
Series Gallery Drop 104
|
1,310
|
|
-
|
|
-
|
|
8,477
|
|
6.47
|
|
Series Gallery Drop 105
|
6,500
|
|
-
|
|
-
|
|
25,135
|
|
3.87
|
|
Series Gallery Drop 107
|
2,380
|
|
-
|
|
-
|
|
(15,930)
|
|
(6.69)
|
|
Series Gallery Drop 108
|
3,170
|
|
-
|
|
-
|
|
(24,033)
|
|
(7.58)
|
|
Series Gallery Drop 109
|
3,240
|
|
-
|
|
-
|
|
(20,951)
|
|
(6.47)
|
|
Series Gallery Drop 110
|
1,060
|
|
-
|
|
-
|
|
3,609
|
|
3.40
|
|
Series Gallery Drop 111
|
1,890
|
|
-
|
|
-
|
|
(11,853)
|
|
(6.27)
|
|
Series Gallery Drop 112
|
7,500
|
|
-
|
|
-
|
|
(60,522)
|
|
(8.07)
|
|
Series Gallery Drop 113
|
5,790
|
|
-
|
|
-
|
|
(46,151)
|
|
(7.97)
|
|
Series Gallery Drop 114
|
1,350
|
|
-
|
|
-
|
|
(4,747)
|
|
(3.52)
|
|
Series Gallery Drop 115
|
1,650
|
|
-
|
|
-
|
|
(11,285)
|
|
(6.84)
|
|
Series Gallery Drop 116
|
236,800
|
|
(3,248)
|
|
(0.01)
|
|
(76,030)
|
|
(0.32)
|
|
Series Gallery Drop 117
|
93,700
|
|
(40,886)
|
|
(0.44)
|
|
(19,057)
|
|
(0.20)
|
|
Series Gallery Drop 119
|
88,400
|
|
-
|
|
-
|
|
(61,652)
|
|
(0.70)
|
|
Series Gallery Drop 121
|
32,800
|
|
-
|
|
-
|
|
(14,261)
|
|
(0.43)
|
F-168
|
Series Gallery Drop 122
|
115,800
|
|
(2,863)
|
|
(0.02)
|
|
(7,921)
|
|
(0.07)
|
|
Series Gallery Drop 123
|
46,800
|
$
|
(42,824)
|
$
|
(0.92)
|
$
|
(4,974)
|
$
|
(0.11)
|
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
|
|
|
|
Compliance work, including diligence related to the preparation of a series
|
|
Allocable pro rata to the number of Underlying Assets
|
|
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
|
F-169
|
|
|
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 December 31, 2023 or 2022. No promissory notes were issued during the years ended December 31, 2023 or 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
|
|
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.
F-170
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 December 31, 2023, the Company had $202,253 due to the Manager, with $73,049 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, 2023, as detailed in the table below:
|
Series
|
Other
|
Accounting
|
Storage
|
Provision for Income Tax
|
Insurance
|
Total
|
||||||
|
Series #KW
|
$
|
472
|
$
|
1,326
|
$
|
363
|
$
|
50
|
$
|
1,314
|
$
|
3,525
|
|
Series Drop 003
|
|
244
|
|
1,086
|
|
354
|
|
-
|
|
111
|
|
1,795
|
|
Series Drop 005
|
|
472
|
|
1,327
|
|
363
|
|
50
|
|
466
|
|
2,678
|
|
Series Gallery Drop 011
|
|
387
|
|
1,327
|
|
324
|
|
50
|
|
116
|
|
2,204
|
|
Series Gallery Drop 012
|
|
471
|
|
1,327
|
|
363
|
|
50
|
|
775
|
|
2,986
|
|
Series Gallery Drop 013
|
|
472
|
|
1,327
|
|
363
|
|
50
|
|
466
|
|
2,678
|
|
Series Gallery Drop 017
|
|
472
|
|
1,327
|
|
1,863
|
|
50
|
|
274
|
|
3,986
|
|
Series Gallery Drop 030
|
|
388
|
|
1,327
|
|
324
|
|
50
|
|
121
|
|
2,210
|
|
Series Gallery Drop 031
|
|
472
|
|
1,327
|
|
363
|
|
50
|
|
242
|
|
2,454
|
|
Series Gallery Drop 034
|
|
472
|
|
1,327
|
|
363
|
|
50
|
|
2,297
|
|
4,509
|
|
Series Gallery Drop 039
|
|
472
|
|
1,327
|
|
363
|
|
50
|
|
346
|
|
2,558
|
|
Series Gallery Drop 046
|
|
388
|
|
1,327
|
|
324
|
|
50
|
|
237
|
|
2,326
|
|
Series Gallery Drop 048
|
|
472
|
|
1,327
|
|
363
|
|
50
|
|
225
|
|
2,437
|
|
Series Gallery Drop 049
|
|
285
|
|
1,327
|
|
268
|
|
50
|
|
741
|
|
2,671
|
|
Series Gallery Drop 051
|
|
285
|
|
1,327
|
|
268
|
|
50
|
|
112
|
|
2,042
|
|
Series Gallery Drop 059
|
|
388
|
|
1,327
|
|
365
|
|
50
|
|
372
|
|
2,502
|
|
Series Gallery Drop 063
|
|
333
|
|
1,327
|
|
300
|
|
50
|
|
89
|
|
2,099
|
|
Series Gallery Drop 064
|
|
112
|
|
1,086
|
|
114
|
|
50
|
|
55
|
|
1,417
|
|
Series Gallery Drop 066
|
|
285
|
|
1,327
|
|
268
|
|
50
|
|
253
|
|
2,183
|
|
Series Gallery Drop 071
|
|
332
|
|
1,327
|
|
300
|
|
50
|
|
360
|
|
2,369
|
F-171
|
Series Gallery Drop 099
|
|
389
|
|
1,327
|
|
324
|
|
50
|
|
654
|
|
2,744
|
|
Series Gallery Drop 101
|
|
389
|
|
1,327
|
|
324
|
|
50
|
|
904
|
|
2,994
|
|
Series Gallery Drop 116
|
|
472
|
|
1,327
|
|
363
|
|
50
|
|
1,036
|
|
3,248
|
|
Series Gallery Drop 117
|
|
171
|
|
1,086
|
|
172
|
|
50
|
|
165
|
|
1,644
|
|
Series Gallery Drop 122
|
|
472
|
|
1,327
|
|
404
|
|
50
|
|
610
|
|
2,863
|
|
Series Gallery Drop 123
|
|
285
|
|
1,327
|
|
268
|
|
50
|
|
188
|
|
2,118
|
|
Total
|
$
|
9,852
|
$
|
33,778
|
$
|
9,831
|
$
|
1,250
|
$
|
12,529
|
$
|
67,240
|
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
|
|
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.
F-172
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
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 December 31, 2023. During the year ended December 31, 2023, the Company had no period subscriptions and thus received no cash on subscriptions.
F-173
|
Series Name
|
Interests Sold During Year Ended December 31, 2023
|
Interests Outstanding as of December 31, 2023
|
Subscription Amount
|
Closed Date
|
||
|
Series #KW
|
|
-
|
10,000
|
$
|
-
|
11/27/19
|
|
Series Drop 003
|
|
-
|
1,000
|
|
-
|
03/18/20
|
|
Series Drop 005
|
|
-
|
1,250
|
|
-
|
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 017
|
|
-
|
1,000
|
|
-
|
10/16/20
|
|
Series Gallery Drop 030
|
|
-
|
2,000
|
|
-
|
12/01/20
|
|
Series Gallery Drop 031
|
|
-
|
2,000
|
|
-
|
01/21/21
|
|
Series Gallery Drop 034
|
|
-
|
21,250
|
|
-
|
11/02/20
|
|
Series Gallery Drop 039
|
|
-
|
6,750
|
|
-
|
12/14/20
|
|
Series Gallery Drop 044
|
|
-
|
70,000
|
|
-
|
04/22/21
|
|
Series Gallery Drop 046
|
|
-
|
5,300
|
|
-
|
02/12/21
|
|
Series Gallery Drop 048
|
|
-
|
5,800
|
|
-
|
05/25/21
|
|
Series Gallery Drop 049
|
|
-
|
22,500
|
|
-
|
02/01/21
|
|
Series Gallery Drop 051
|
|
-
|
3,100
|
|
-
|
01/26/21
|
|
Series Gallery Drop 059
|
|
-
|
7,760
|
|
-
|
03/09/21
|
|
Series Gallery Drop 063
|
|
-
|
2,110
|
|
-
|
03/02/21
|
|
Series Gallery Drop 064
|
|
-
|
3,370
|
|
-
|
03/01/21
|
|
Series Gallery Drop 066
|
|
-
|
9,470
|
|
-
|
03/05/21
|
|
Series Gallery Drop 071
|
|
-
|
10,390
|
|
-
|
03/25/21
|
|
Series Gallery Drop 099
|
|
-
|
13,680
|
|
-
|
08/12/21
|
|
Series Gallery Drop 101
|
|
-
|
21,130
|
|
-
|
08/04/21
|
|
Series Gallery Drop 116
|
|
-
|
236,800
|
|
-
|
02/28/22
|
|
Series Gallery Drop 117
|
|
-
|
93,700
|
|
-
|
02/28/22
|
|
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
|
F-174
|
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
|
|
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
|
F-175
|
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
|
|
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
|
F-176
|
Total
|
|
|
|
$
|
498,500
|
|
Interest Issuances Related to Underlying Asset Acquisitions
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 years ended December 31, 2023 and 2022, the Company issued no such Interests.
Distributions
During the year ended December 31, 2023, on a total consolidated basis, the Company made distributions of $607,621, in connection with the dispositions of the underlying assets of the following Series:
|
Series
|
Distributions During Year Ended December 31, 2023
|
|
|
Series Drop 003
|
$
|
55,270
|
|
Series Gallery Drop 011
|
|
1,703
|
|
Series Gallery Drop 030
|
|
6,523
|
|
Series Gallery Drop 046
|
|
37,233
|
|
Series Gallery Drop 049
|
|
41,058
|
|
Series Gallery Drop 051
|
|
17,656
|
|
Series Gallery Drop 059
|
|
59,824
|
|
Series Gallery Drop 063
|
|
8,423
|
|
Series Gallery Drop 064
|
|
17,171
|
|
Series Gallery Drop 066
|
|
22,053
|
|
Series Gallery Drop 071
|
|
16,013
|
|
Series Gallery Drop 075
|
|
4,185
|
|
Series Gallery Drop 099
|
|
104,443
|
|
Series Gallery Drop 101
|
|
71,161
|
|
Series Gallery Drop 113
|
|
11,390
|
|
Series Gallery Drop 117
|
|
18,983
|
|
Series Gallery Drop 119
|
|
29,210
|
|
Series Gallery Drop 123
|
|
3,653
|
|
Total
|
$
|
525,952
|
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
|
F-177
|
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
|
|
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
|
F-178
|
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
|
|
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.
F-179
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 April 4, 2024, 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.
During the period from January 1, 2024 to April 4, 2024, on a total consolidated basis, the Company made distributions of $135,708, in connection with the prior dispositions of the underlying assets of the following Series:
|
Series
|
Distributions During Period From January 1, 2024 to April 4, 2024
|
|
|
Series Drop 003
|
$
|
647
|
|
Series Drop 004
|
|
235
|
|
Series Gallery Drop 030
|
|
34
|
|
Series Gallery Drop 046
|
|
1,157
|
|
Series Gallery Drop 048
|
|
21,992
|
|
Series Gallery Drop 049
|
|
365
|
|
Series Gallery Drop 051
|
|
747
|
|
Series Gallery Drop 059
|
|
310
|
|
Series Gallery Drop 063
|
|
201
|
|
Series Gallery Drop 064
|
|
230
|
|
Series Gallery Drop 066
|
|
1,736
|
|
Series Gallery Drop 071
|
|
744
|
|
Series Gallery Drop 101
|
|
110
|
|
Series Gallery Drop 117
|
|
79
|
|
Series Gallery Drop 122
|
|
107,101
|
|
Series Gallery Drop 123
|
|
20
|
|
Total
|
$
|
135,708
|
F-180
|
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
|
93
|
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
|
94
|
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
|
95
|
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
|
96
|
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
|
97
|
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
|
98
|
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
|
99
|
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
|
100
|
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
|
101
|
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
|
102
|
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
|
103
104
|
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
|
105
|
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
|
106
|
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
|
107
|
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
|
108
|
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
|
109
|
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
|
110
|
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
|
111
|
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
|
112
|
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
|
113
|
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
|
114
|
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
|
115
|
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
|
116
|
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
|
117
|
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
|
118
|
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
|
119
|
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
|
120
|
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
|
121
|
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
|
122
|
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
|
123
|
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
|
124
|
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
|
125
|
8.8
|
|
|
8.9
|
|
|
8.10
|
|
|
8.11
|
|
|
8.12
|
|
|
8.13
|
|
|
8.14
|
|
|
8.15
|
|
|
8.16
|
|
|
8.17
|
|
|
8.18
|
|
|
8.19
|
126
|
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
|
127
|
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
|
128
|
8.48
|
|
|
8.49
|
|
|
8.50
|
|
|
8.51
|
|
|
8.52
|
|
|
8.53
|
|
|
8.54
|
|
|
8.55
|
|
|
8.56
|
|
|
8.57
|
|
|
8.58
|
|
|
8.59
|
129
|
8.60
|
|
|
8.61
|
|
|
8.62
|
|
|
8.63
|
|
|
8.64
|
|
|
8.65
|
|
|
8.66
|
|
|
8.67
|
|
|
8.68
|
|
|
8.69
|
|
|
8.70
|
|
|
8.71
|
130
|
8.72
|
|
|
8.73
|
|
|
8.74
|
|
|
8.75
|
|
|
8.76
|
|
|
8.77
|
|
|
8.78
|
|
|
8.79
|
|
|
8.80
|
|
|
8.81
|
|
|
8.82
|
|
|
8.83
|
131
|
8.84
|
|
|
8.85
|
|
|
8.86
|
|
|
8.87
|
|
|
8.88
|
|
|
8.89
|
|
|
8.90
|
|
|
8.91
|
|
|
8.92
|
|
|
8.93
|
|
|
8.94
|
|
|
8.95
|
132
|
8.96
|
|
|
8.97
|
|
|
8.98
|
|
|
8.99
|
|
|
8.100
|
|
|
8.101
|
|
|
8.102
|
|
|
8.103
|
|
|
8.104
|
|
|
8.105
|
|
|
8.106
|
|
|
8.107
|
133
|
8.108
|
|
|
8.109
|
|
|
8.110
|
|
|
8.111
|
|
|
8.112
|
|
|
8.113
|
|
|
8.122
|
|
|
8.123
|
|
|
8.124
|
|
|
8.125
|
|
|
8.126
|
|
|
8.127
|
134
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 April 28, 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.)
|
April 28, 2023
|
|
|
Keith Marshall
|
|
|
||
|
|
|
|
||
|
Otis Wealth, Inc.
|
Managing Member
|
April 28, 2023
|
||
|
|
|
|
||
|
By:
|
/s/ Keith Marshall
|
|
|
|
|
Name: Keith Marshall
|
|
|
||
|
Title: President, Secretary, Treasurer & Sole Director
|
|
|
||