Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | iCap Vault 1, LLC | ||
Entity Central Index Key | 0001800199 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity ExTransition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 1,000 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
ASSETS | ||
Cash | $ 888,508 | $ 818,979 |
Restricted cash | 224,261 | 105,334 |
Related party receivables | 170,591 | 7,248 |
Prepaid expenses | 197 | |
Affiliated note receivable | 871,232 | |
TOTAL ASSETS | 2,154,789 | 931,561 |
Liabilities: | ||
Private placement secured demand notes | 2,240,687 | 1,051,455 |
Related party private placement secured demand notes | 1,926 | 1,885 |
Accounts payable and accrued expenses | 47,124 | 29,426 |
Related party payables | 7,644 | 405,227 |
Total Liabilities | 2,297,381 | 1,487,993 |
Commitments and contingencies | ||
Member's deficit | (142,592) | (556,432) |
TOTAL LIABILITIES AND MEMBER'S DEFICIT | $ 2,154,789 | $ 931,561 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
OPERATING EXPENSES | ||
General and administrative expenses | $ 929,548 | $ 194,281 |
Management fee expense - related party | 13,972 | 23,326 |
Impairment on definite-lived intangible asset | 157,143 | |
Total operating expenses | 1,100,663 | 217,607 |
LOSS FROM OPERATIONS | (1,100,663) | (217,607) |
OTHER EXPENSE | ||
Interest | 20,497 | 48,948 |
NET LOSS | $ (1,121,160) | $ (266,555) |
Net loss per membership unit | $ (1,121) | $ (267) |
Weighted average number of membership units outstanding | 1,000 | 1,000 |
Consolidated Statements of Memb
Consolidated Statements of Member's Equity (Deficit) | USD ($) |
Beginning balance at Dec. 31, 2018 | $ (289,877) |
Net loss | (266,555) |
Ending balance at Dec. 31, 2019 | (556,432) |
Net loss | (1,121,160) |
Member's equity contribution | 1,535,000 |
Ending balance at Dec. 31, 2020 | $ (142,592) |
Consolidated Statements of Me_2
Consolidated Statements of Member's Equity (Deficit) (Parenthetical) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Stockholders' Equity [Abstract] | ||
Units issued | 1,000 | 1,000 |
Units outstanding | 1,000 | 1,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (1,121,160) | $ (266,555) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Reinvestment of interest on private placement secured demand notes | 27,773 | 48,920 |
Reinvestment of interest on related party private placement secured demand notes | 40 | 28 |
Interest earned on related party note receivable | (7,200) | |
Impairment on definite-lived intangible asset | 157,143 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (197) | |
Accounts payable and accrued expenses | 17,698 | 25,301 |
Related party payables | (397,583) | 120,409 |
Net cash used in operating activities | (1,323,486) | (71,897) |
Cash flows from investing activities: | ||
Issuance of related party note | (864,032) | |
Disbursement of other related party activity | (163,343) | (7,248) |
Development of internal-use software | (157,143) | |
Net cash used in investing activities | (1,184,518) | (7,248) |
Cash flows from financing activities: | ||
Proceeds from the issuance of private placement secured demand notes | 8,674,282 | 13,637,337 |
Proceeds from the issuance of related party private placement secured demand notes | 1,100 | |
Repayments of private placement secured demand notes | (7,127,822) | (12,964,597) |
Repayments of related party private placement secured demand notes | (250) | |
Contribution to member's equity | 1,150,000 | |
Net cash provided by financing activities | 2,696,460 | 673,590 |
Net increase in cash and restricted cash | 188,456 | 594,445 |
Cash and restricted cash at beginning of year | 924,313 | 329,868 |
Cash and restricted cash at end of year | 1,112,769 | 924,313 |
Cash | 818,979 | 296,788 |
Restricted cash | 105,334 | 33,080 |
Cash | 888,508 | 818,979 |
Restricted cash | 224,261 | 105,334 |
Non-cash investing and financing activities | ||
Non-cash issuance of private placement secured demand notes | 115,000 | |
Non-cash settlement of private placement secured demand notes | 500,000 | |
Non-cash contribution to member's equity due to assumption of payable to an affiliate by the member | $ 385,000 |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Summary of Significant Accounting Policies | Note 1. Nature of Business and Summary of Significant Accounting Policies Organization and Nature of Business: iCap Vault 1, LLC (the “Company”), a Delaware Limited Liability Company (LLC), was formed on July 30, 2018 (“Inception”) pursuant to and in accordance with the Delaware Limited Liability Company Act for the purpose of acquiring real estate investments in the United States and providing a rate of return to its investors. The Company was organized for the principal purposes of (a) sourcing, acquiring, financing and managing a portfolio of investments and (b) engaging in all activities incidental or ancillary thereto as the Managing Member, iCap Vault Management, LLC (the “Manager”), deems necessary or advisable. The Company’s Limited Liability Company Agreement (the “Operating Agreement”) provides for one class of membership units that have the same rights, powers and duties. The Company had 1,000 units issued and outstanding as of December 31, 2020, which were issued at the time of formation. All units are held by one member. The Company has two wholly owned subsidiaries, Vault Holding, LLC (“Holding”) and Vault Holding 1, LLC (“Holding 1”). Holding was formed September 27, 2018. Holding 1 was formed April 28, 2020. Each entity was formed with the intention of owning one or more standalone subsidiaries (each a “Portfolio SPE”), which itself will hold real property investments. Additionally, the entities provide guaranties to secured noteholders of the Company. Holding provides such a guaranty to holders of private placement secured demand notes. Holding 1 shall provide a guaranty to holders of publicly available variable denomination floating rate demand notes the Company intends to offer through a public offering. As of the date of issuance of these consolidated financial statements, Holding made a loan in the amount of $1,214,032, provided by the Company as an investment in Holding, to Colpitts Sunset LLC, an affiliated entity, in exchange for a promissory note bearing 10% interest and secured by a deed of trust on property owned by Colpitts Sunset, LLC (see Note 7). There has been no activity in Holding 1 since its inception . Except for the note receivable held in Holding, there are no other assets or liabilities held in either Holding or Holding 1. The Company executed the Operating Agreement as of August 1, 2018, which was amended and restated on September 18, 2020. Each member’s liability is limited to their respective member’s equity plus any debt for which a personal guarantee has been given. The Operating Agreement continues until the Company is dissolved. On September 18, 2020, the Company, Vault Holding 1, LLC, and American Stock Transfer & Trust Company, LLC, as trustee, entered into an Indenture, which complies with the requirements of the Trust Indenture Act of 1939, as amended, under which the publicly registered demand notes will be offered. On November 24, 2020, the Securities and Exchange Commission (“SEC”) declared the Company’s Form S-11/A, filed with the SEC on November 2, 2020, effective and the Company is authorized to sell $500,000,000 Variable Denomination Floating Rate Demand Notes (“Public Demand Notes”) on a continuous basis, in a direct public offering. The Public Demand Notes will have the following terms and features: ● The Public Demand Notes (including the Public Demand Notes purchased with reinvested interest) will accrue a floating rate of interest (the “Floating Rate”) at a rate per annum equal to the Average Savings Account Rate as posted by the Federal Deposit Insurance Corporation (“FDIC”) plus 2.00%, reset quarterly on January 1, April 1, July 1, and October 1 of each year based on the Average Savings Account Rate posted by the FDIC on December 15, March 15, June 15, and September 15, respectively, of the prior month. “Average Savings Account Rate” means the “National Rate” for non-jumbo saving account products, which is a simple average of rates paid by United States depository institutions as calculated by the FDIC. ● In addition to the Floating Rate, Public Demand Notes are eligible to receive an interest rate premium (“Interest Rate Premiums”) which consist of the following: 1. Investment Amount. If an investor purchases a minimum of $10,000, $25,000, $50,000, or $100,000 of principal amount of Public Demand Notes, the Company will pay an Interest Rate Premium during the period of time the investor maintains such minimum principal amount of such Public Demand Notes of 0.10%, 0.25%, 0.50%, and 1.00% per year, respectively. 2. Lock-up. If an investor agrees to waive the right to demand repayment by the Company of the Public Demand Notes for 12, 18 or 24 months, the Company will pay an Interest Rate Premium during such 12, 18, or 24 month period on such Public Demand Notes of 1.00%, 1.50%, and 2.00%, respectively. 3. Clients of Registered Investment Advisors (“RIA”). If an investor invests in the Public Demand Notes as a client of a RIA with whom the Company has a selling agreement, the Company will pay an Interest Rate Premium of 1.00% per year from the date of the direct investment by the investor until the date the selling agreement is no longer effective. For purposes of determining the term of this offer, reinvested interest shall not be considered a direct investment by an investor. ● The Floating Rate and Interest Rate Premiums payable on the Public Demand Notes will accrue based on a 365-day year. If an investor elects to opt-into automatic interest reinvestment into Public Demand Notes, the Floating Rate and Interest Rate Premiums will be credited to the investor’s Public Demand Notes on a daily basis and will be reinvested (daily compounding). Otherwise, the Floating Rate and Interest Rate Premiums will be non-compounding and credited to a separate non-interest bearing investor account with the Company on the last business day of each calendar month with no interest reinvestment into the Public Demand Notes. ● The Public Demand Notes are subject to repayment at an investor’s demand at any time, unless an investor agrees to waive the right to demand repayment in order to receive an Interest Rate Premium, or redemption by the Company at any time. ● The Public Demand Notes will be secured by the membership interests in Holding 1, which will hold interests in real estate, through wholly owned subsidiaries, and real estate-based financial instruments. However, the Public Demand Notes’ security interest in such membership interests will be subordinated to the security interest in favor of lenders of credit facilities. ● The payment of principal and interest on the Public Demand Notes is fully and unconditionally guaranteed by Holding 1. ● The Public Demand Notes have no stated maturity. There have been no Public Demand Notes issued as of December 31, 2020. Basis of Accounting: The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Use of Estimates: The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Principles of Consolidation: The consolidated financial statements represent the consolidation of the Company and its wholly owned subsidiaries, Holding and Holding 1. All intercompany accounts and transactions have been eliminated in consolidation. Cash and Cash Equivalents: The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. The Company’s cash and cash equivalents are held at major commercial banks which hold balances that at times may exceed the Federal Deposit Insurance Corporation limit. At December 31, 2020, the amounts held by the Company exceed these limits by $862,769. The Company has not experienced any losses in such accounts with these financial institutions. There were no cash equivalents as of December 31, 2020 and December 31, 2019. The Company sets aside reserves of between 5-10% of the outstanding principal balances in available cash reserves to address demand payments of its private placement secured demand notes pursuant to the private placement memorandum (see Note 3). Notes Receivable: Notes receivable are accounted for in the Company’s consolidated balance sheets at the outstanding principal balance, plus accrued interest. Interest income is accrued at the contractual rate of interest over the term of the note. The accrual of interest is discontinued when management believes, after considering collection efforts and other factors, the amount ultimately to be collected will be insufficient to cover the additional interest payments. The Company designates notes as non-performing at such time as (i) the note has a maturity default; or (ii) in the opinion of management, it is probable the Company will be unable to collect all amounts due according to the contractual terms of the note. The Company reviews notes receivable for impairment as of the balance sheet date and provides an allowance for credit losses if all or a portion of the note is determined to be uncollectible. Notes are charged off to the allowance for credit losses when the contractual amount is no longer realizable. Capitalized Software The Company recognized internal use software development costs in accordance with ASC 350-40, Intangibles – Goodwill and Other – Internal Use Software. Costs of materials, consulting, payroll, and payroll related costs incurred in developing internal use computer software are capitalized when incurred. The cost of certain upgrades and enhancements to internal use software that result in additional functionality are also capitalized. Costs incurred during the preliminary project and post implementation stages are charged to expense as incurred. Once a development project is substantially complete and the software is ready for its intended use, software costs are amortized on a straight-line basis over a three year estimated useful life. Impairment of Definite-Lived Intangible Assets: Definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. When it becomes apparent that indicators such as a significant decrease in the market value of an intangible asset group or if material differences between operating results and the Company’s forecasted expectations occur, then an impairment analysis is performed. If indicators arise, an initial determination of recoverability is performed based on an estimate of the undiscounted future cash flows resulting from the use of the asset and its eventual disposition compared with the carrying value. If the carrying value of the asset group exceeds the undiscounted cash flows, a measurement of an impairment loss for intangible assets is performed. The impairment charge is the excess of the carrying value of the asset group over the fair value, as determined utilizing appropriate valuation techniques. Due to the Company’s recurring losses, management conducted an impairment analysis and concluded there was $157,143 in impairment expense related to its capitalized software for the year ended December 31, 2020. Income Taxes: As a limited liability company, the Company’s taxable income or loss is allocated to the member. Therefore, no provision or liability for income taxes has been included in the consolidated financial statements. Holding and Holding 1 are subsidiaries, and as single member LLCs are considered disregarded entities for income tax purposes. The Company’s policy, if it had any uncertain tax positions, would be to recognize accrued interest and penalties related to uncertain tax positions as interest expense and other expense, respectively. Management evaluated the Company’s tax positions and concluded the Company had no uncertain tax positions that would require disclosure. Since its formation, the Company is subject to income tax examinations by the U.S. federal, state or local tax authorities. Organizational and Offering Costs: Costs incurred in the private placement offering and the organization of the Limited Liability Company (collectively “Offering Costs”) are expensed as incurred. Notes Payable and Related Costs: The Company has been conducting a private placement of up to $500,000,000 of secured notes (“private placement secured demand notes”) to fund its investment and operational activities. Notes payable are recorded at the principal amount of the notes sold, plus reinvested interest. The Company has not issued any Public Demand Notes as of December 31, 2020. Interest is expensed in the period incurred. Fair Value of Financial Instruments: The Company calculates the fair value of its assets and liabilities which qualify as financial instruments and includes this additional information in the notes to consolidated financial statements when the fair value is different than the carrying value of these financial instruments. The estimated fair value of related party receivables and payables, affiliated note receivable, private placement secured demand notes, and accounts payable and accrued liabilities approximate their carrying amounts due to the relatively short maturity of these instruments. None of these instruments are held for trading purposes. Liquidity and Going Concern: The Company has not issued any Public Demand Notes as of the date that these consolidated financial statements are available to be issued and does not have sufficient cash or a source of revenue sufficient to cover its operation costs. As of December 31, 2020, the Company and its subsidiaries have not made any investments into cash flowing assets and have not generated any revenues to offset its interest expenses and operational expenses resulting in losses from operations and negative operating cash flows since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern within one year after the date these consolidated financial statements are available to be issued. The accompanying consolidated 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. These consolidated financial statements do not include any adjustments relating to the realization of the carrying value of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company will be dependent upon the raising of additional capital through issuance of debt in order to implement its business plan. There can be no assurance that the Company will be successful in this situation in order to continue as a going concern. The Company is funding its initial operations from payments of expenses by its related entities, which are included in related party payables on the consolidated balance sheets, equity contributions, and issuance of private placement demand notes. The Company’s operations may be affected by the recent and ongoing outbreak of the coronavirus disease 2019 (COVID-19) which in March 2020 was declared a pandemic by the World Health Organization. The ultimate disruption which may be caused by the outbreak is uncertain; however, it may result in a material adverse impact on the Company’s financial position, operations and cash flows. Possible areas that may be affected include, but are not limited to, disruption to the Company’s ability to make investments through its subsidiaries, negative impact to revenue related to real estate holdings, negative impact on its workforce, unavailability of professional services and other resources, disruption to credit markets necessary for success of the Company’s business model, and the decline in value of assets held by the Company’s subsidiaries. The supply of housing inventory in the Greater Seattle area may become further restricted through a shutdown of construction activity. Additionally, a moratorium on real estate transactions may be imposed in reaction to the pandemic. These housing market impacts may limit the Company’s ability to acquire or dispose of real estate assets. General employment in the region may continue to suffer as the pandemic continues. Some local governments have proposed rent or eviction moratoria, or similar programs of rent abatement, in response to the sudden upturn in unemployment. Any of these factors could cause a future decline in the market rate for residential rentals negatively impacting the Company’s income and cash flow from its real estate holdings. Employees of affiliated companies could be medically or mentally affected by the pandemic and may be required to continue to work remotely, particularly given potential for complete or partial school closures. This situation could cause a reduction in productivity or the inability to complete critical tasks for the Company. As of the date of this filing, the Company has not experienced significant impact related to the COVID-19 pandemic. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 2. Related-Party Transactions As of December 31, 2020, and December 31, 2019, the Company holds related party receivables of $170,591 and $7,248, respectively. These receivables are related to payments of expenses made on behalf of affiliated entities. These receivables are non-interest bearing and are due on the Company’s demand of payment. In consideration for the Manager’s services in managing the investments of the Company, the Company pays to the Manager an annual management fee equal to one percent of the outstanding aggregate principal balances of the private placement secured demand notes. The management fee is paid in arrears on the last day of each calendar quarter and is calculated on the average daily outstanding principal balances of the private placement secured demand notes during the applicable quarter. There were $13,972 and $23,326 in management fees incurred during the years ended December 31, 2020 and 2019, respectively. These fees are included in management fee expense-related party on the consolidated statements of operations. Certain shared operating expenses of the Company’s affiliated entities were allocated to the Company. The affiliated entities include iCap Equity, LLC and iCap PNW Management LLC. These allocations were based on several factors including size of notes payable, number of individual investors, and term of operations with an allocation period. Effective January 1, 2020 management has decided to stop allocating expenses from affiliated entities to the Company and there were no expenses allocated for the year ended December 31, 2020. Instead, when the Company issues Public Demand Notes, the management fee paid by the Company shall increase to 1.3% of outstanding Public Demand Notes. Management fees on the private placement secured demand notes will remain at 1%. For the year ended December 31, 2019 affiliated entities allocated expenses were $71,958. Additionally, certain expenses of the Company were paid directly by iCap Equity, LLC and iCap PNW Management LLC. Direct expenses paid by the affiliated entities totaled $11,032 and $25,125 for the years ended December 31, 2020 and 2019, respectively. These expenses are included in general and administrative expenses on the consolidated statements of operations. Amounts due to affiliated entities, inclusive of allocated expenses, direct expenses paid by affiliated entities, and management fees accrued, are included in the related party payables of $7,644 and $405,227 on the consolidated balance sheets at December 31, 2020 and December 31, 2019, respectively. These payables are non-interest bearing and due on the affiliated companies’ demand of payment. At December 31, 2020 there exists a concentration of payables to related parties of approximately 16% of the Company’s payables and accrued expenses compared to approximately 93% at December 31, 2019. As of December 31, 2020, a private placement secured demand note of $1,051 payable to the CEO, is included in related party private placement secured demand notes on the consolidated balance sheets. As of December 31, 2019, this note totaled $1,028. In addition, as of December 31, 2020, a private placement secured demand note of $875 is payable to the Director of Capital Markets, which is included in related party private placement secured demand notes on the accompanying consolidated balance sheets. As of December 31, 2019, this note totaled $857. Additionally, other non-key management employees of affiliated entities held $19,342 and $130,971 of private placement secured demand notes, which are included in the private placement secured demand notes on the consolidated balance sheets as of December 31, 2020 and 2019, respectively. Effective October 31, 2020, the Company made a loan to Colpitts Sunset, LLC, an affiliated entity, in the amount of $864,032, in exchange for a promissory note secured by a deed of trust on property owned by Colpitts Sunset, LLC and bearing interest at 10% per annum. The full amount of the note plus interest earned and accrued of $7,200 is included in the affiliated note receivable on the consolidated balance sheet as of December 31, 2020. Subsequent to December 31, 2020, the maturity date of the note was extended to June 30, 2021 (see Note 7). Subsequent to December 31, 2020, a joint venture entity, in which the CEO is the majority owner, purchased private placement secured demand notes totaling $4,501,666. There were no other investment or redemption activities related to the private placement secured demand notes held by this joint venture entity, the CEO, or the Director of Capital Markets. During such subsequent period, non-key management employees purchased an additional $154,704 private placement secured demand notes and redeemed $149,954 private placement secured demand notes. |
Capitalized Software in Develop
Capitalized Software in Development | 12 Months Ended |
Dec. 31, 2020 | |
Research and Development [Abstract] | |
Capitalized Software in Development | Note 3. Capitalized Software in Development The Company is in the process of developing software intended to facilitate the processing of demand notes and give noteholders the ability to monitor their notes and link personal accounts. Through December 31, 2020, costs of $157,143 were capitalized. The Company did not have capitalized software costs as of December 31, 2019. The software is currently in development and costs related to development are not currently amortized. Due to the Company’s recurring losses, management conducted an impairment analysis and concluded there was $157,143 in impairment expense related to its capitalized software for the year ended December 31, 2020. |
Private Placement Secured Deman
Private Placement Secured Demand Notes | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Private Placement Secured Demand Notes | Note 4. Private Placement Secured Demand Notes The Company has been conducting a private placement of up to $500,000,000 of secured demand notes (“private placement secured demand notes”) to fund its investment and operational activities. The outstanding private placement secured demand notes are subordinated to the Company’s and its subsidiaries’ future secured bank debt and credit facilities and structurally subordinated to indebtedness or other liabilities of special purpose entity subsidiaries. Until the time of the registered offering, the private placement secured demand notes will be secured by a pledge of Holding’s equity interests in the Portfolio SPEs. Holding entered into a guaranty agreement with the Company for the benefit of the noteholders, which shall automatically terminate on the 30-day anniversary of the effectiveness of the registered offering. This offering was amended subsequent to year end (see Note 7). The private placement secured demand notes accrue interest at the rate of 2.00% per annum, based on a 365-day year, compounded daily; provided, however, that if an investor agrees to forego the right to make a demand for payment during the first year after issuance, the interest rate for that year will be 3.00%, and then will revert to the standard 2.00% for following periods. The interest rate may be increased, and subsequently decreased, in the Company’s discretion, provided it does not drop below 2.00% (or 3.00% for the first year as applicable). The private placement secured demand notes are sold through a private placement that was extended through August 31, 2022. The private placement secured demand notes, inclusive of accrued but unpaid interest, can be redeemed, in whole or in part, through a demand payment. Should an entire private placement secured demand note not be redeemed through demand payments, any remaining balances have a maturity date 15 years following the issuance date of the private placement secured demand note. The Company will establish two sources of liquidity to address demand payments: first, the Company will set aside reserves of between 5-10% of the outstanding principal balances in available cash reserves (see Note 1); second, the Company plans to establish accounts with lending sources pursuant to which funds will be advanced to the Company. These lending sources have not been established at present and are not expected to be established until the Company secures real estate assets. The Company is restricted from making distributions to its members when the value of the real estate held at the Company’s subsidiaries is less than 70% of the value of the outstanding private placement secured demand notes. Tax distributions and other distributions that may be legally required are exempted from this condition. As of December 31, 2020 and 2019, the outstanding private placement secured demand notes payable totaled $2,242,613 and $1,053,340, respectively. Approximately 70% and 76% of these private placement secured demand notes are held by foreign investors at December 31, 2020 and 2019, respectively. Refer to Note 7 for changes in terms subsequent to year end. |
Member's Deficit
Member's Deficit | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Member's Deficit | Note 5. Member’s Deficit On September 30, 2020, iCap Vault, LLC made an additional capital contribution of $1,535,000 into the Company. The contribution consisted of 1,150,000 in cash and non-cash settlement of related party debt of $385,000. iCap Enterprises, Inc., the sole member of iCap Vault, LLC, assumed debt of the Company due to iCap Investments, LLC, an affiliate of the Company and iCap Vault, LLC, in the amount of $385,000. This assumption of debt constituted a part of the $1,535,000 capital contribution to iCap Vault, LLC from iCap Enterprises, Inc.; concomitantly, iCap Vault, LLC made a $1,535,000 capital contribution to the Company. No additional membership interests were issued by the Company to iCap Vault, LLC in connection with this additional capital contribution. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6. Commitments and Contingencies Pursuant to the Securities Act of 1933 and applicable state blue sky law, in June 2020, the Company entered into a Broker Dealer Agreement with a broker-dealer effective June 30, 2020, as amended on September 18, 2020, pursuant to which the broker-dealer agreed to be the Company’s broker-dealer of record in thirteen states including Texas, Florida, Arizona, Virginia, Utah, Maryland, Oklahoma, Nebraska, Delaware, West Virginia, Montana, North Carolina and Arkansas as well as up to eight additional states to be determined from time to time during the term of the registered offering. As compensation for these broker dealer services, the broker-dealer will be paid an aggregate monthly fee of $4,100 per month for the thirteen states plus an additional $300 per month for each additional state during the term of the registered offering. The broker-dealer services offered in this agreement continue to the earlier of, the date of registration statement ceases to be effective, the date of which the registration has been fully subscribed, or the agreement has been unilaterally terminated by either party with a 30-day notice. On July 23, 2020, the Company entered a selling agreement with Somerset Securities, Inc. (“Somerset”) for the private placement secured demand notes. In the event Somerset successfully sells and the Company agrees to issue private placement secured demand notes, Somerset will be compensated 1% per annum on the average outstanding balance of those private placement secured demand notes. There is no other commitment to Somerset contemplated in the selling agreement. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 7. Subsequent Events The Company has evaluated subsequent events for potential recognition or disclosure through March 31, 2021, the date the consolidated financial statements were available to be issued. Additional Private Placement Secured Demand Notes Sold and Redeemed As of March 31, 2021, the Company has sold additional private placement secured demand notes of $7,818,508 and redeemed private placement secured demand notes worth $1,588,123. Affiliated Note Receivable Effective January 14, 2021, the Company amended and restated its promissory note from Colpitts Sunset, LLC, extending the maturity date to June 30, 2021 and increasing the total principal balance to a maximum of $1,500,000. On January 14, 2021, the Company advanced an additional $350,000. As of March 31, 2021, $1,214,032 of principal and approximately $47,300 of interest are outstanding (see Notes 1 & 2). Amended Private Placement Memorandum Effective March 1, 2021, the Company released Supplement No. 2 to its private placement memorandum amending the Company’s private placement memorandum dated October 1, 2018. The amendment modified the interest rates on private placement secured demand notes and introduced an interest premium program that matches the rewards program associated with the Public Demand Notes (see Note 1). The amendment also allows the original security agreement and guaranty agreement to remain in place, removed the noteholder’s ability to exchange their notes for registered notes and amended the private placement memorandum to not terminate upon effectiveness of the registered offering. |
Nature of Business and Summar_2
Nature of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting | Basis of Accounting: The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Use of Estimates | Use of Estimates: The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation: The consolidated financial statements represent the consolidation of the Company and its wholly owned subsidiaries, Holding and Holding 1. All intercompany accounts and transactions have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents: The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. The Company’s cash and cash equivalents are held at major commercial banks which hold balances that at times may exceed the Federal Deposit Insurance Corporation limit. At December 31, 2020, the amounts held by the Company exceed these limits by $862,769. The Company has not experienced any losses in such accounts with these financial institutions. There were no cash equivalents as of December 31, 2020 and December 31, 2019. The Company sets aside reserves of between 5-10% of the outstanding principal balances in available cash reserves to address demand payments of its private placement secured demand notes pursuant to the private placement memorandum (see Note 3). |
Notes Receivable | Notes Receivable: Notes receivable are accounted for in the Company’s consolidated balance sheets at the outstanding principal balance, plus accrued interest. Interest income is accrued at the contractual rate of interest over the term of the note. The accrual of interest is discontinued when management believes, after considering collection efforts and other factors, the amount ultimately to be collected will be insufficient to cover the additional interest payments. The Company designates notes as non-performing at such time as (i) the note has a maturity default; or (ii) in the opinion of management, it is probable the Company will be unable to collect all amounts due according to the contractual terms of the note. The Company reviews notes receivable for impairment as of the balance sheet date and provides an allowance for credit losses if all or a portion of the note is determined to be uncollectible. Notes are charged off to the allowance for credit losses when the contractual amount is no longer realizable. |
Capitalized Software | Capitalized Software The Company recognized internal use software development costs in accordance with ASC 350-40, Intangibles – Goodwill and Other – Internal Use Software. Costs of materials, consulting, payroll, and payroll related costs incurred in developing internal use computer software are capitalized when incurred. The cost of certain upgrades and enhancements to internal use software that result in additional functionality are also capitalized. Costs incurred during the preliminary project and post implementation stages are charged to expense as incurred. Once a development project is substantially complete and the software is ready for its intended use, software costs are amortized on a straight-line basis over a three year estimated useful life. |
Impairment of Definite-Lived Intangible Assets | Impairment of Definite-Lived Intangible Assets: Definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. When it becomes apparent that indicators such as a significant decrease in the market value of an intangible asset group or if material differences between operating results and the Company’s forecasted expectations occur, then an impairment analysis is performed. If indicators arise, an initial determination of recoverability is performed based on an estimate of the undiscounted future cash flows resulting from the use of the asset and its eventual disposition compared with the carrying value. If the carrying value of the asset group exceeds the undiscounted cash flows, a measurement of an impairment loss for intangible assets is performed. The impairment charge is the excess of the carrying value of the asset group over the fair value, as determined utilizing appropriate valuation techniques. Due to the Company’s recurring losses, management conducted an impairment analysis and concluded there was $157,143 in impairment expense related to its capitalized software for the year ended December 31, 2020. |
Income Taxes | Income Taxes: As a limited liability company, the Company’s taxable income or loss is allocated to the member. Therefore, no provision or liability for income taxes has been included in the consolidated financial statements. Holding and Holding 1 are subsidiaries, and as single member LLCs are considered disregarded entities for income tax purposes. The Company’s policy, if it had any uncertain tax positions, would be to recognize accrued interest and penalties related to uncertain tax positions as interest expense and other expense, respectively. Management evaluated the Company’s tax positions and concluded the Company had no uncertain tax positions that would require disclosure. Since its formation, the Company is subject to income tax examinations by the U.S. federal, state or local tax authorities. |
Organizational and Offering Costs | Organizational and Offering Costs: Costs incurred in the private placement offering and the organization of the Limited Liability Company (collectively “Offering Costs”) are expensed as incurred. |
Notes Payable and Related Costs | Notes Payable and Related Costs: The Company has been conducting a private placement of up to $500,000,000 of secured notes (“private placement secured demand notes”) to fund its investment and operational activities. Notes payable are recorded at the principal amount of the notes sold, plus reinvested interest. The Company has not issued any Public Demand Notes as of December 31, 2020. Interest is expensed in the period incurred. |
Fair Value of Financial Instruments: | Fair Value of Financial Instruments: The Company calculates the fair value of its assets and liabilities which qualify as financial instruments and includes this additional information in the notes to consolidated financial statements when the fair value is different than the carrying value of these financial instruments. The estimated fair value of related party receivables and payables, affiliated note receivable, private placement secured demand notes, and accounts payable and accrued liabilities approximate their carrying amounts due to the relatively short maturity of these instruments. None of these instruments are held for trading purposes. |
Liquidity and Going Concern | Liquidity and Going Concern: The Company has not issued any Public Demand Notes as of the date that these consolidated financial statements are available to be issued and does not have sufficient cash or a source of revenue sufficient to cover its operation costs. As of December 31, 2020, the Company and its subsidiaries have not made any investments into cash flowing assets and have not generated any revenues to offset its interest expenses and operational expenses resulting in losses from operations and negative operating cash flows since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern within one year after the date these consolidated financial statements are available to be issued. The accompanying consolidated 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. These consolidated financial statements do not include any adjustments relating to the realization of the carrying value of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company will be dependent upon the raising of additional capital through issuance of debt in order to implement its business plan. There can be no assurance that the Company will be successful in this situation in order to continue as a going concern. The Company is funding its initial operations from payments of expenses by its related entities, which are included in related party payables on the consolidated balance sheets, equity contributions, and issuance of private placement demand notes. The Company’s operations may be affected by the recent and ongoing outbreak of the coronavirus disease 2019 (COVID-19) which in March 2020 was declared a pandemic by the World Health Organization. The ultimate disruption which may be caused by the outbreak is uncertain; however, it may result in a material adverse impact on the Company’s financial position, operations and cash flows. Possible areas that may be affected include, but are not limited to, disruption to the Company’s ability to make investments through its subsidiaries, negative impact to revenue related to real estate holdings, negative impact on its workforce, unavailability of professional services and other resources, disruption to credit markets necessary for success of the Company’s business model, and the decline in value of assets held by the Company’s subsidiaries. The supply of housing inventory in the Greater Seattle area may become further restricted through a shutdown of construction activity. Additionally, a moratorium on real estate transactions may be imposed in reaction to the pandemic. These housing market impacts may limit the Company’s ability to acquire or dispose of real estate assets. General employment in the region may continue to suffer as the pandemic continues. Some local governments have proposed rent or eviction moratoria, or similar programs of rent abatement, in response to the sudden upturn in unemployment. Any of these factors could cause a future decline in the market rate for residential rentals negatively impacting the Company’s income and cash flow from its real estate holdings. Employees of affiliated companies could be medically or mentally affected by the pandemic and may be required to continue to work remotely, particularly given potential for complete or partial school closures. This situation could cause a reduction in productivity or the inability to complete critical tasks for the Company. As of the date of this filing, the Company has not experienced significant impact related to the COVID-19 pandemic. |
Nature of Business and Summar_3
Nature of Business and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Nov. 24, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Units issued | 1,000 | 1,000 | |
Units outstanding | 1,000 | 1,000 | |
Sale of stock, amount | $ 500,000,000 | ||
Debt instrument, description | The Public Notes (including the Public Notes purchased with reinvested interest) will accrue a floating rate of interest (the "Floating Rate") at a rate per annum equal to the Average Savings Account Rate as posted by the Federal Deposit Insurance Corporation ("FDIC") plus 2.00%, reset quarterly on January 1, April 1, July 1, and October 1 of each year based on the Average Savings Account Rate posted by the FDIC on December 15, March 15, June 15, and September 15, respectively, of the prior month. "Average Savings Account Rate" means the "national Rate" for non-jumbo saving account products, which is a simple average of rates paid by U.D depository institutions as calculated by the FDIC. | ||
Federal Deposit Insurance Corporation limit | $ 862,769 | ||
Cash equivalents | |||
Impairment on definite-lived intangible asset | $ 157,143 | ||
Capitalized Software [Member] | |||
Property plant and equipment useful life | 3 years | ||
Impairment on definite-lived intangible asset | $ 157,143 | ||
Investors [Member] | |||
Debt instrument, description | Lock-up. If an investor agrees to waive the right to demand repayment by the Company of the Notes for 12, 18 or 24 months, the Company will pay an Interest Rate Premium during such 12, 18, or 24 month period on such Notes of 1.00%, 1.50%, and 2.00%, respectively. | ||
Investors [Member] | Selling Agreement [Member] | |||
Debt instrument, description | Clients of RIAs. If an investor invests in the Notes as a client of a Registered Investment Advisor with whom the Company has a selling agreement, the Company will pay an Interest Rate Premium of 1.00% per year from the date of the direct investment by the investor until the date the selling agreement is no longer effective. For purposes of determining the term of this offer, reinvested interest shall not be considered a direct investment by an investor. | ||
Minimum [Member] | |||
Percentage of outstanding principal in available cash reserves | 5.00% | ||
Maximum [Member] | |||
Percentage of outstanding principal in available cash reserves | 10.00% | ||
Impairment on definite-lived intangible asset | $ 157,143 | ||
Notes One [Member] | Minimum [Member] | |||
Debt instrument, interest rate | 0.10% | ||
Debt instrument, face amount | $ 10,000 | ||
Notes Two [Member] | Minimum [Member] | |||
Debt instrument, interest rate | 0.25% | ||
Debt instrument, face amount | $ 25,000 | ||
Notes Three [Member] | Minimum [Member] | |||
Debt instrument, interest rate | 0.50% | ||
Debt instrument, face amount | $ 50,000 | ||
Notes Four [Member] | Minimum [Member] | |||
Debt instrument, interest rate | 1.00% | ||
Debt instrument, face amount | $ 100,000 | ||
Private Placement Secured Demand Notes [Member] | |||
Debt instrument, interest rate | 2.00% | ||
Debt instrument, description | The private placement secured demand notes accrue interest at the rate of 2.00% per annum, based on a 365-day year, compounded daily; provided, however, that if an investor agrees to forego the right to make a demand for payment during the first year after issuance, the interest rate for that year will be 3.00%, and then will revert to the standard 2.00% for following periods. The interest rate may be increased, and subsequently decreased, in the Company's discretion, provided it does not drop below 2.00% (or 3.00% for the first year as applicable). | ||
Private Placement Secured Demand Notes [Member] | Maximum [Member] | |||
Notes payable | $ 500,000,000 | ||
Vault Holding, LLC [Member] | |||
Loans payable | $ 1,214,032 | ||
Debt instrument, interest rate | 10.00% |
Related-Party Transactions (Det
Related-Party Transactions (Details Narrative) - USD ($) | Jan. 14, 2021 | Nov. 24, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 13, 2020 |
Related party receivables | $ 170,591 | $ 7,248 | ||||
Management fees | 13,972 | 23,326 | ||||
Debt instrument, description | The Public Notes (including the Public Notes purchased with reinvested interest) will accrue a floating rate of interest (the "Floating Rate") at a rate per annum equal to the Average Savings Account Rate as posted by the Federal Deposit Insurance Corporation ("FDIC") plus 2.00%, reset quarterly on January 1, April 1, July 1, and October 1 of each year based on the Average Savings Account Rate posted by the FDIC on December 15, March 15, June 15, and September 15, respectively, of the prior month. "Average Savings Account Rate" means the "national Rate" for non-jumbo saving account products, which is a simple average of rates paid by U.D depository institutions as calculated by the FDIC. | |||||
Affiliated entities allocated expenses | 71,958 | |||||
Related party payables | 7,644 | 405,227 | ||||
Notes receivables from affiliated entity | 871,232 | |||||
Interest earned and accrued | $ 7,200 | |||||
Subsequent Event [Member] | ||||||
Notes receivables from affiliated entity | $ 1,214,032 | |||||
Debt instrument, maturity date | Jun. 30, 2021 | |||||
Private Placement Secured Demand Notes [Member] | ||||||
Debt instrument, description | The private placement secured demand notes accrue interest at the rate of 2.00% per annum, based on a 365-day year, compounded daily; provided, however, that if an investor agrees to forego the right to make a demand for payment during the first year after issuance, the interest rate for that year will be 3.00%, and then will revert to the standard 2.00% for following periods. The interest rate may be increased, and subsequently decreased, in the Company's discretion, provided it does not drop below 2.00% (or 3.00% for the first year as applicable). | |||||
Debt instrument, interest rate | 2.00% | |||||
Debt instrument, maturity date | Aug. 31, 2022 | |||||
Private Placement Secured Demand Notes [Member] | Subsequent Event [Member] | ||||||
Notes payable | $ 154,704 | |||||
Secured demand notes | 4,501,666 | |||||
Private Placement Secured Demand Notes [Member] | CEO [Member] | ||||||
Notes payable | $ 1,051 | 1,028 | ||||
Private Placement Secured Demand Notes [Member] | Director of Capital Markets [Member] | ||||||
Notes payable | 875 | 857 | ||||
Private Placement Secured Demand Notes [Member] | Management Employees [Member] | ||||||
Notes payable | $ 19,342 | 130,971 | ||||
Redeemed Private Placement Secured Demand Notes [Member] | Subsequent Event [Member] | ||||||
Notes payable | $ 149,954 | |||||
Affiliated Entity [Member] | ||||||
Debt instrument, description | At December 31, 2020 there exists a concentration of payables to related parties of approximately 16% of the Company's payables and accrued expenses compared to approximately 93% at December 31, 2019. | |||||
iCap Equity, LLC and iCap PNW Management LLC. [Member] | ||||||
Debt instrument, description | Effective January 1, 2020 management has decided to stop allocating expenses from affiliated entities to the Company and there were no expenses allocated for the year ended December 31, 2020. Instead, when the Company issues Public Demand Notes, the management fee paid by the Company shall increase to 1.3% of outstanding Public Demand Notes. Management fees on the private placement notes will remain at 1%. | |||||
Direct expenses | $ 11,032 | $ 25,125 | ||||
Colpitts Sunset, LLC [Member] | Subsequent Event [Member] | ||||||
Notes receivables from affiliated entity | $ 350,000 | |||||
Debt instrument, maturity date | Jun. 30, 2021 | |||||
Colpitts Sunset, LLC [Member] | Promissory Note [Member] | ||||||
Notes receivables from affiliated entity | $ 864,032 | |||||
Debt instrument, interest rate | 10.00% |
Capitalized Software in Devel_2
Capitalized Software in Development (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Capitalized software in development | $ 157,143 | |
Impairment on definite-lived intangible asset | 157,143 | |
Capitalized Software [Member] | ||
Impairment on definite-lived intangible asset | $ 157,143 |
Private Placement Secured Dem_2
Private Placement Secured Demand Notes (Details Narrative) - USD ($) | Nov. 24, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt instrument, description | The Public Notes (including the Public Notes purchased with reinvested interest) will accrue a floating rate of interest (the "Floating Rate") at a rate per annum equal to the Average Savings Account Rate as posted by the Federal Deposit Insurance Corporation ("FDIC") plus 2.00%, reset quarterly on January 1, April 1, July 1, and October 1 of each year based on the Average Savings Account Rate posted by the FDIC on December 15, March 15, June 15, and September 15, respectively, of the prior month. "Average Savings Account Rate" means the "national Rate" for non-jumbo saving account products, which is a simple average of rates paid by U.D depository institutions as calculated by the FDIC. | ||
Private placement secured demand notes | $ 2,240,687 | $ 1,051,455 | |
Maximum [Member] | |||
Percentage of outstanding principal in available cash reserves | 10.00% | ||
Minimum [Member] | |||
Percentage of outstanding principal in available cash reserves | 5.00% | ||
Private Placement Secured Demand Notes [Member] | |||
Debt instrument, interest rate | 2.00% | ||
Debt instrument, description | The private placement secured demand notes accrue interest at the rate of 2.00% per annum, based on a 365-day year, compounded daily; provided, however, that if an investor agrees to forego the right to make a demand for payment during the first year after issuance, the interest rate for that year will be 3.00%, and then will revert to the standard 2.00% for following periods. The interest rate may be increased, and subsequently decreased, in the Company's discretion, provided it does not drop below 2.00% (or 3.00% for the first year as applicable). | ||
Debt instrument, maturity date | Aug. 31, 2022 | ||
Debt instrument, maturity term | 15 years | ||
Private Placement Secured Demand Notes [Member] | Members [Member] | |||
Debt instrument, description | The Company is restricted from making distributions to its members when the value of the real estate held at the Company's subsidiaries is less than 70% of the value of the outstanding private placement secured demand notes. Tax distributions and other distributions that may be legally required are exempted from this condition. | ||
Private Placement Secured Demand Notes [Member] | Foreign Investors [Member] | |||
Percentage of secured demand notes held by foreign investors | 70.00% | 76.00% | |
Private Placement Secured Demand Notes [Member] | Maximum [Member] | |||
Notes payable | $ 500,000,000 |
Member's Deficit (Details Narra
Member's Deficit (Details Narrative) - USD ($) | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Member's equity contribution | $ 1,535,000 | $ 1,535,000 | ||
Contribution to member's equity | 1,150,000 | $ 1,150,000 | ||
Non-cash settlement of related party debt | $ 385,000 | |||
iCap Vault, LLC [Member] | ||||
Member's equity contribution | $ 1,535,000 | |||
Assumed debt | $ 385,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Dec. 31, 2020 | Jun. 23, 2020 |
Broker Dealer Agreement [Member] | Thirteen States [Member] | ||
Payment of compensation monthly fee | $ 4,100 | |
Broker Dealer Agreement [Member] | Eight States [Member] | ||
Payment of compensation monthly fee | $ 300 | |
Selling Agreement [Member] | Somerset Securities, Inc [Member] | ||
Percentage of compensated per annum on average outstanding of private placement secured demand notes | 1.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 31, 2021 | Jan. 14, 2021 | Nov. 24, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt instrument, description | The Public Notes (including the Public Notes purchased with reinvested interest) will accrue a floating rate of interest (the "Floating Rate") at a rate per annum equal to the Average Savings Account Rate as posted by the Federal Deposit Insurance Corporation ("FDIC") plus 2.00%, reset quarterly on January 1, April 1, July 1, and October 1 of each year based on the Average Savings Account Rate posted by the FDIC on December 15, March 15, June 15, and September 15, respectively, of the prior month. "Average Savings Account Rate" means the "national Rate" for non-jumbo saving account products, which is a simple average of rates paid by U.D depository institutions as calculated by the FDIC. | |||||
Affiliated note receivable | $ 871,232 | |||||
Subsequent Event [Member] | ||||||
Proceeds from private placement | $ 7,818,508 | |||||
Repurchase of private placement | 1,588,123 | |||||
Debt instrument, maturity date | Jun. 30, 2021 | |||||
Affiliated note receivable | 1,214,032 | $ 1,214,032 | ||||
Interest receivable | 47,300 | $ 47,300 | ||||
Subsequent Event [Member] | Colpitts Sunset, LLC [Member] | ||||||
Debt instrument, maturity date | Jun. 30, 2021 | |||||
Affiliated note receivable | $ 350,000 | |||||
Subsequent Event [Member] | Colpitts Sunset, LLC [Member] | Maximum [Member] | ||||||
Affiliated note receivable | $ 1,500,000 | |||||
Subsequent Event [Member] | iCap International Investments, LLC [Member] | ||||||
Proceeds from private placement |