Cover
Cover | 12 Months Ended |
Dec. 31, 2021 | |
Cover [Abstract] | |
Document Type | POS AM |
Amendment Flag | true |
Amendment Description | The registrants are filing this post-effective amendment to update the financial statements and other information contained in the registrants’ registration statement on Form S-11 (Registration Nos. 333-236458 and 333-236458-01), as amended (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission on November 24, 2020. The Registration Statement relates to the offering of up to $500,000,000 aggregate principal amount of Variable Denomination Floating Rate Demand Notes of iCap Vault 1, LLC, which are fully and unconditionally guaranteed by Vault Holding 1, LLC (“Public Notes”). As of April |
Entity Registrant Name | iCap Vault 1, LLC |
Entity Central Index Key | 0001800199 |
Entity Address, Address Line One | 3535 Factoria Blvd. SE |
Entity Address, Address Line Two | Suite 500 |
Entity Address, City or Town | Bellevue |
Entity Address, State or Province | WA |
Entity Address, Postal Zip Code | 98006 |
City Area Code | (425) |
Local Phone Number | 278-9030 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
ASSETS | ||
Cash | $ 6,953,594 | $ 888,508 |
Restricted cash | 2,026,172 | 224,261 |
Accounts receivable | 19,455 | |
Related party receivables | 1,440 | 170,591 |
Prepaid expenses | 9,487 | 197 |
Affiliated notes receivable | 10,393,206 | 871,232 |
Investment properties, net | 6,575,789 | |
TOTAL ASSETS | 25,979,143 | 2,154,789 |
Liabilities: | ||
Private placement demand notes | 10,099,600 | 2,240,687 |
Related party private placement demand notes | 10,162,124 | 1,926 |
Public placement demand notes | 7,657,018 | |
Accounts payable and accrued expenses | 102,637 | 47,124 |
Related party payables | 84,461 | 7,644 |
TOTAL LIABILITIES | 28,105,840 | 2,297,381 |
Commitments and contingencies (Note 8) | ||
Member’s deficit | (2,126,697) | (142,592) |
TOTAL LIABILITIES AND MEMBER’S DEFICIT | $ 25,979,143 | $ 2,154,789 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
REVENUE | ||
Interest income – related party | $ 524,748 | |
Rental income | 136,550 | |
Total revenue | 661,298 | |
OPERATING EXPENSES | ||
General and administrative expenses | 1,371,816 | 929,548 |
Management fee expense - related party | 140,959 | 13,972 |
Impairment on definite-lived intangible asset | 157,143 | |
Total operating expenses | 1,512,775 | 1,100,663 |
LOSS FROM OPERATIONS | (851,477) | (1,100,663) |
OTHER EXPENSES, NET | ||
Interest expense – related party | 213,930 | |
Interest expense, net | 197,940 | 20,497 |
Total other expenses, net | 411,870 | 20,497 |
NET LOSS | $ (1,263,347) | $ (1,121,160) |
Net loss per membership unit | $ (1,263) | $ (1,121) |
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 - January 1, 2021 - 1,000 units issued and outstanding at Dec. 31, 2019 | $ (556,432) |
Statement of Financial Position [Abstract] | |
Net loss | (1,121,160) |
Member’s equity contribution | 1,535,000 |
Member’s deficit - December 31, 2021 - 1,000 units issued and outstanding at Dec. 31, 2020 | (142,592) |
Statement of Financial Position [Abstract] | |
Net loss | (1,263,347) |
Investment acquisitions (Notes 3 and 5) | (720,758) |
Member’s deficit - December 31, 2021 - 1,000 units issued and outstanding at Dec. 31, 2021 | $ (2,126,697) |
Consolidated Statements of Me_2
Consolidated Statements of Member's Equity (Deficit) (Parenthetical) - shares | Dec. 31, 2021 | Jan. 02, 2021 | Dec. 31, 2020 | Jan. 02, 2020 |
Equity [Abstract] | ||||
Shares issued | 1,000 | 1,000 | 1,000 | 1,000 |
Shares outstanding | 1,000 | 1,000 | 1,000 | 1,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Cash flows from operating activities: | |||
Net loss | $ (1,263,347) | $ (1,121,160) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Reinvestment of interest on private placement demand notes | 163,840 | 27,773 | |
Reinvestment of interest on related party private placement demand notes | 213,930 | 40 | |
Reinvestment of interest on public placement demand notes | 34,580 | ||
Accrued interest earned on affiliated notes receivable | (521,376) | (7,200) | |
Depreciation expense | 40,889 | ||
Impairment on definite-lived intangible asset | 157,143 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (19,455) | ||
Prepaid expenses | (9,290) | (197) | |
Accounts payable and accrued expenses, net | 55,513 | 17,698 | |
Related party payables | 76,817 | (397,583) | |
Net cash used in operating activities | (1,227,899) | (1,323,486) | |
Cash flows from investing activities: | |||
Purchase of investment property | (7,337,436) | ||
Issuance of affiliated notes receivable | (9,000,598) | (864,032) | |
Acquisition of affiliated notes receivable | (1,069,895) | ||
Advances to related parties | (163,343) | ||
Development of internal-use software | (157,143) | ||
Principal repayments of affiliated notes receivable | 1,069,895 | ||
Proceeds from repayment of related party receivables | 169,151 | ||
Net cash used in investing activities | (16,168,883) | (1,184,518) | |
Proceeds from the issuance of private placement demand notes | 34,251,335 | 8,179,517 | |
Proceeds from the issuance of related party private placement notes demand notes | 16,202,078 | ||
Proceeds from the issuance of public placement demand notes | 8,695,683 | ||
Repayments of private placement demand notes | (24,650,963) | (6,633,057) | |
Repayments of related party private placement demand notes | (6,255,809) | ||
Repayment of public placement demand notes | (2,978,545) | ||
Contribution to member’s equity | 1,150,000 | ||
Net cash provided by financing activities | 25,263,779 | 2,696,460 | |
Net increase in cash and restricted cash | 7,866,997 | 188,456 | |
Cash and restricted cash at beginning of year | 1,112,769 | 924,313 | |
Cash and restricted cash at end of year | 8,979,766 | 1,112,769 | |
Reconciliation of cash and restricted cash - beginning of year | |||
Cash | 888,508 | 818,979 | |
Restricted cash | 224,261 | 105,334 | |
Total | 1,112,769 | 924,313 | |
Reconciliation of cash and restricted cash - end of year | |||
Cash | 6,953,594 | 888,508 | |
Restricted cash | 2,026,172 | 224,261 | |
Total | 8,979,766 | 1,112,769 | |
Non-cash investing and financing activities | |||
Issuance of private placement demand notes | 115,000 | ||
Settlement of private placement demand notes | 500,000 | ||
Contribution to member’s equity | 385,000 | ||
Issuance of private placement demand notes | [1] | $ 10,143,003 | $ 494,765 |
[1] | Non-cash issuances of private placement demand notes and public placement demand notes for the year ended December 31, 2021 consist of $ 7,848,703 1,450,000 2,294,300 9,754,003 389,000 494,765 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | 12 Months Ended | |
Dec. 31, 2021USD ($) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Issunaces private placement demand notes | $ 7,848,703 | |
Issuance public placement demand notes | 2,294,300 | |
Non-cash redemptions of private placement demand notes | 9,754,003 | |
Non-cash redemptions of public placement demand notes | 389,000 | |
Issuances and redemptions of demand notes | 10,143,003 | [1] |
Related Parties [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Issunaces private placement demand notes | $ 1,450,000 | |
[1] | Non-cash issuances of private placement demand notes and public placement demand notes for the year ended December 31, 2021 consist of $ 7,848,703 1,450,000 2,294,300 9,754,003 389,000 494,765 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Note 1. Nature of Business iCap Vault 1, LLC (the “Company”), a Delaware limited liability company, was formed on July 30, 2018 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 iCap Vault Management, LLC (the “Manager”), deems necessary or advisable. The Company’s operating agreement is dated August 1, 2018 and amended and restated September 18, 2020 (the “Operating Agreement”) and provides for one class of membership. The Company had 1,000 The Company has two wholly owned subsidiaries, Vault Holding, LLC (“Holding”) and Vault Holding 1, LLC (“Holding 1”) formed September 27, 2018 and April 28, 2020, respectively. 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 and real estate-based financial instruments. Both Holding and Holding 1 provide guarantees to secured noteholders of the Company. Holding provides a guarantee to holders of private placement notes. Holding 1 provides a guarantee to holders of publicly available variable denomination floating rate demand notes the Company offers through a public registration. As of the date of issuance of these consolidated financial statements, Holding owns all investment properties and affiliated notes receivable, whereas Holding 1 has not commenced operations and has no assets and liabilities. The Company generates revenue from rentals of real property investments and interest on investments in financial instruments secured by real estate. Management intends for the Company to generate additional revenue from price appreciation of real properties upon their disposition. The Company’s investments and its operations in the near term will be funded by demand notes issued pursuant to a $ 500 500 On September 18, 2020, the Company, Holding 1 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 are offered. On November 24, 2020, the Securities and Exchange Commission (“SEC”) declared the Company’s Registration Statement on Form S-11/A (the “Registration Statement”), filed with the SEC on November 2, 2020, effective and the Company is authorized to sell $ 500,000,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements represent the consolidation of iCap Vault 1, LLC and its wholly owned subsidiaries, Holding and Holding 1 and their wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. 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. Accounting for Acquisitions The Company allocates the purchase price of investment properties to the underlying assets (and liabilities, if applicable) based upon the estimated fair values at the date of acquisition. Investment properties generally consist of land and buildings. Management estimates the fair values at the date of acquisition using either internal valuations or third-party appraisals. The Company capitalizes acquisition-related costs and fees associated with asset acquisitions. 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 accounts are held at major commercial banks which hold balances that at times may exceed the Federal Deposit Insurance Corporation (“FDIC”) limit. The Company reserves a minimum of between 5 10 Notes Receivable and Interest Income Notes receivable are included in the accompanying consolidated balance sheets at the outstanding principal balance plus accrued interest. Interest income is recognized 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 may hold back funds from the issuance of notes. Generally, these funds are used to ensure timely interest payments at the inception of the note. In the event of an early note payoff, any unapplied hold back reserves would be first applied to any accrued but unpaid interest and then as a reduction of principal. Management routinely reviews notes receivable for impairment 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. Investment Properties Investment properties consist of land and buildings and are stated at cost, less accumulated depreciation and amortization as applicable. Buildings are depreciated using a straight-line method over their estimated useful lives of 40 years Management evaluates investment properties for impairment when conditions exist which indicate that the carrying value of a property may not be fully recoverable. Management considers the value of the property may not be fully recoverable when the sum of expected future cash flows on an undiscounted basis (without interest) from the investment property is less than the carrying value under its historical net cost basis. If management determines the carrying value is not fully recoverable, it estimates the fair value of the investment property. Management considers expected future cash flows and factors such as future operating income, trends and prospects as well as the effects of leasing demand and competition when it estimates fair value of the investment property. If the estimated fair value of that investment property is less than the carrying values under its historical net cost basis, an impairment is recognized. The carrying values of the applicable investment properties are reduced to their relative fair values if management determines an impairment should be recognized. For investment properties to be disposed of, an impairment loss is recognized when the fair values, less the estimated cost to sell, is less than the carrying amount of the investment property measured at the time there is a commitment to sell the property and/or it is actively being marketed for sale. A property to be disposed of is reported at the lower of its carrying amount or its estimated fair value, less its cost to sell. Subsequent to the date that a property is held for disposition, depreciation expense is not recorded. Finite-Lived Intangible Assets The 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 Management evaluates finite-lived intangible assets for impairment when conditions exist which indicate that the carrying value may not be fully recoverable. If management determines the carrying value is not fully recoverable, it estimates the fair value of the finite-lived intangible asset. If the carrying value of the asset group exceeds the estimated fair value, an impairment charge of such excess is recorded. The Company fully impaired capitalized software of $ 157,143 Notes Payable and Related Costs Public Demand Notes and Private Placement Notes are recorded at the principal amount of the notes plus accrued but unpaid interest. Interest accrues daily and is recognized in the accompanying consolidated statements of operations when incurred. Costs incurred in the placement offerings are expensed as incurred. Fair Value of Financial Instruments The recorded amounts of the Company’s cash and restricted cash, accounts receivable, affiliated notes receivable, related party receivables and payables, accounts payable, accrued expenses and demand notes payable approximate their fair values based upon the relatively short-term maturity of these financial instruments. Rental Income Rental income includes revenue derived from fixed lease payments and are recognized on a straight-line basis over the non-cancelable period of the lease. The Company commences rental revenue recognition when the underlying asset is available for use by the lessee. The Company’s leases are classified as operating leases with terms generally one-year or less. Income Taxes The Company is a limited liability company and is not taxable for federal and state income tax purposes. As a result, earnings or losses for federal and most state purposes are included in the tax returns of the sole member. Therefore, no provision or liability for income taxes has been included in the accompanying consolidated financial statements. Holding and Holding 1 are subsidiaries, and as single member LLCs are considered disregarded entities for income tax purposes, as well the SPE subsidiaries of Holding. Tax benefits from uncertain tax positions are recognized in the financial statements if management determines it is “more-likely-than-not” that the positions are sustainable based on their technical merits. The term “more-likely-than-not” contemplates a likelihood of more than 50 percent. The determination of whether the position meets this threshold is made based on the facts, circumstances and information available at the reporting date. Tax liabilities for tax uncertainties are carried by the Company until such time that the statute of limitations or period under audit for the applicable jurisdiction is settled. The Company is subject to income tax examinations by the U.S. federal, state or local tax authorities. Liquidity and Going Concern The Company has issued Public Demand Notes and Private Placement Notes through December 31, 2021 and does not have sufficient cash or sources of revenue to cover its operating costs and debt service. In addition, the Company and its subsidiaries have generated recurring 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 for one year following 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 for one year following the date these consolidated financial statements are available to be issued. The Company is dependent upon raising additional financing 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 (1) payments of expenses by its related entities, which are included in related party payables on the consolidated balance sheets, (2) equity contributions, and (3) issuance of Public Demand Notes and Private Placement Notes. The Company’s operations may be affected by the pandemic that has continued since 2020. 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. Recent Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU updates Topic 326 by removing the thresholds that companies apply to measure credit losses on financial instruments measured at amortized cost, such as loans, receivables, and held-to-maturity debt securities. The guidance in ASU 2016-13 is effective for “public business entities,” for reporting periods beginning after December 15, 2022. Early adoption of the guidance is permitted for reporting periods beginning after December 15, 2018. Management is currently evaluating the impact that the pending adoption of this guidance will have on its consolidated financial statements. Reclassification Certain prior year balances in the consolidated statements of cash flows have been reclassified to conform with the current year presentation. The Company reflected non-cash issuances and corresponding redemptions of private placement demand notes of $ 494,765 used in financing activities, which reduced proceeds and repayments of private placement demand notes. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 3. Related-Party Transactions Related Party Receivables and Payables The Company holds related party receivables of $ 1,440 170,591 The Company pays the Manager an annual fee equal to 1% of the outstanding aggregate principal balances of the Private Placement Notes and 1.3% of outstanding Public 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 demand notes. There were $ 140,959 and $ 13,972 in management fees incurred during the years ended December 31, 2021 and 2020, respectively. In addition, the Company paid $ 38,750 Amounts due to affiliated entities of $ 84,461 7,644 Related party payables represent 45% and 14% of total payables and accrued expenses at December 31, 2021 and 2020, respectively. Private Placement Notes The Company holds related party Private Placement Notes payable to employees, officers and an affiliated entity of $ 10,162,124 1,926 Schedule of Private Placement Notes Payable 2021 2020 Chief Executive Officer (CEO) $ 1,073 $ 1,051 iCap International Investments, LLC (joint venture controlled by the CEO) 10,159,918 - Employees of affiliated entities 1,133 875 Total related party Private Placement Notes $ 10,162,124 $ 1,926 As of March 22, 2022, the total amount of outstanding Private Placement Notes held by the Chief Executive Officer, iCap International Investments, LLC and employees of affiliated entities, was $ 1,077 1,755,467 1,140 In addition, other non-key management employees of affiliated entities held $ 93,261 and $ 19,342 of Private Placement Notes at December 31, 2021 and 2020, respectively. As of March 22, 2022, the total amount of outstanding Private Placement Notes held by these employees totaled $ 74,414 Affiliated Notes Receivable The Company holds $ 10,393,206 871,232 Holding entered a $ 2,000,000 8 2,000,000 52,000 150,000 1,948,000 98,000 Holding entered into a loan agreement with Colpitts Sunset, LLC, an affiliated entity, on October 13, 2020 in exchange for a promissory note secured by a deed of trust on property owned by Colpitts Sunset, LLC. The promissory note bears interest at 10 June 30, 2021 1,500,000 April 1, 2023 3,500,000 3,739,777 871,232 291,160 7,200 283,959 7,200 Holding entered into $ 1,200,000 10 December 1, 2022 2,700,000 2,647,429 133,988 81,417 Holding entered a $ 2,000,000 12 September 1, 2022 2,058,000 58,000 Holding purchased a note receivable that was secured by a deed of trust from iCap Brislawn, LLC, an entity that is owned by iCap Northwest Opportunity Income Fund LLC, an affiliated entity, on October 15, 2021 for $ 1,069,895 10 1,073,267 December 31, 2021 Member’s Deficit The Company acquired two investment properties from affiliates during 2021 for $ 7,337,436 . The purchase prices exceeded the affiliates’ carrying value by an aggregate of $ 720,758 on the respective acquisition dates. The excess amounts were recorded as increases to member’s deficit since this transaction was between entities under common control. See Note 5 for additional detail of each acquisition. |
Investment Properties
Investment Properties | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Investment Properties | Note 4. Investment Properties Investment properties consist of the following: Schedule of Investment Property December 31, December 31, Buildings $ 4,148,567 $ - Land 2,468,111 Investment properties, gross 6,616,678 - Less accumulated depreciation (40,889 ) - Investment properties, net $ 6,575,789 $ - Depreciation expense for the years ended December 31, 2021 and 2020 was $ 40,889 0 On January 31, 2022, the Company through its wholly owned subsidiaries entered into two loan agreements of $ 2,985,000 3,000,000 2,985,000 3,000,000 7.5 March 1, 2023 37,406 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Note 5. Acquisitions On April 23, 2021 and May 7, 2021, The Company acquired, in related transactions, investment properties from an affiliated entity for a purchase price of $ 3,420,000 . The Company’s basis for the acquisition was reduced by the excess of cash consideration over the carrying value recorded by the affiliate of $ 367,734 . The excess increased the member’s deficit on the acquisition date since the transacting companies are under common control. The net purchase price was allocated between the estimated fair values of the underlying assets of $ 2,114,535 of buildings and $ 937,731 of land on the acquisition date. On November 15, 2021, the Company acquired five townhomes from an affiliate for a purchase price of $ 3,917,436 . The purchase price includes $ 38,750 353,024 . The excess increased the member’s deficit on the acquisition date since the transacting companies are under common control. The net purchase price was allocated between the estimated fair values of the underlying assets of $ 2,034,032 of buildings and $ 1,530,380 of land on the acquisition date. The following unaudited pro-forma information presents the combined results of operations for the years ended December 31, 2021 and 2020 as if the acquisition of investment properties on April 23, 2021 and May 7, 2021 had been completed on January 1, 2020. The November 15, 2021 acquisition of five townhouses was under construction until near the acquisition date and had no operations therefore, no proforma financial information is available or included in the table below. The proforma financial information is as follows: Schedule Of Proforma Revenue And Net (loss) Income 2021 2020 Revenue $ 683,253 $ 142,347 Operating expenses 1,530,756 1,118,559 Other expenses 411,870 20,497 Total expenses 1,942,626 1,139,056 Net loss $ (1,259,373 ) $ (996,709 ) Revenues of $ 136,550 97,679 Lynwood Property On March 11, 2022, VH Senior Care LLC (“Senior Care”) entered into a Residential Purchase and Sale Agreement (the “Lynwood Purchase Agreement”) by and between Senior Care and unaffiliated Sellers (the “Lynwood Sellers”). Senior Care is a wholly owned subsidiary of Holding. Pursuant to the terms of the Lynwood Purchase Agreement, Senior Care agreed to purchase from the Lynwood Sellers certain real property located at 1226 160 th 1,775,000 On March 21, 2022, Senior Care entered into a Lease Agreement (the “Lynwood Lease”) with AFH Senior Care C Corp. (“AFH”). Pursuant to the terms of the Lynwood Lease, AFH agreed to lease the Lynwood Property from Senior Care, beginning on the date that the Lynwood Property is conveyed to Senior Care, and continuing through March 31, 2027, subject to extension or earlier termination as set forth in the Lynwood Lease. If the Lynwood Lease does not commence on or before April 17, 2022, either party may terminate the Lynwood Lease with at least 30 days’ notice. The monthly rent is $ 11,717 103% Burien Property On March 14, 2022, Senior Care entered into a Residential Purchase and Sale Agreement (the “Burien Purchase Agreement”) by and between Senior Care and unaffiliated Sellers (the “Burien Sellers”). Pursuant to the terms of the Burien Purchase Agreement, Senior Care agreed to purchase from the Burien Sellers certain real property located at 302 SW 146 th 1,000,000 On March 21, 2022, Senior Care entered into a Lease Agreement (the “Burien Lease”) with AFH. Pursuant to the terms of the Burien Lease, AFH agreed to lease the Burien Property from Senior Care, beginning on the date that the Burien Property is conveyed to Senior Care, and continuing through March 31, 2027, subject to extension or earlier termination as set forth in the Burien Lease. If the Burien Lease does not commence on or before April 17, 2022, either party may terminate the Burien Lease with at least 30 days’ notice. The monthly rent is $ 8,000 103% The unaudited combined pro-forma revenue, operating expenses and net loss for the year ended December 31, 2021 as if the Lynwood Property and the Burien Property acquisitions had been completed on January 1, 2020 would have been approximately $ 905,000 1,601,000 1,108,000 237,000 1,188,000 972,000 |
Demand Notes
Demand Notes | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Demand Notes | Note 6. Demand Notes Private Placement The Company is offering up to $ 500,000,000 The Private Placement Notes, inclusive of accrued but unpaid interest, can be redeemed, in whole or in part, at any time through a demand for repayment but in no instance will an individual note extend beyond 15 years following its issuance date. The Company plans to establish additional accounts with lending sources pursuant to which funds will be advanced as the Company secures additional real estate assets. Private Placement Notes will be subordinate to any security interest in favor of lenders of credit facilities. The Company released Supplement No. 2 to its private placement memorandum on March 1, 2021 which modified the interest rates on Private Placement Notes and introduced an interest premium program that matches the rewards program associated with the Public Demand Notes. Prior to March 1, 2021, the Private Placement Notes accrued interest at the rate of 2.00% per annum, based on a 365-day year, compounded daily; provided, however, that if an investor agreed 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 would revert to the standard 2.00% for following periods. The Company was able to increase and subsequently decrease the interest rate at its discretion, provided the rate would not drop below 2.00% or 3.00% for the first year as applicable. In addition, Supplement No. 2 amended the offering to allow Holding’s guarantee to continue for as long as the Private Placement Notes remain outstanding. Originally, the guarantee was to terminate 30 days after an effective registered offering. 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 the effectiveness of the registered offering. The Company released Supplement No. 3 to its private placement memorandum on October 27, 2021, which updated the status of the offering, provided descriptions of investments made since Supplement No. 2, added discussions of operating results and transactions, provided administrative additions and restated all the risk factors. 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 Notes. Tax distributions and other distributions that may be legally required are exempted from this condition. The outstanding Private Placement Notes payable, inclusive of accrued but unpaid interest, totaled $ 20,261,724 2,242,613 33 70 The Company sold additional Private Placement Notes of $ 22,089,813 24,263,964 396,243,001 Publicly Registered Debt The Company is offering up to $ 500,000,000 2 The Floating Rate resets 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 savings account products, which is the average of rates paid by all insured depository institutions and credit unions for which data is available, with rates weighted by each institution’s share of domestic deposits, as calculated by the FDIC. Interest Rate Premiums are available for noteholders whose Public Demand Note features meet certain criteria. The features and criteria are as follows below: Minimum principal amounts of $ 10,000 25,000 50,000 100,000 0.10 0.25 0.50 1.00 Noteholders that waive the right to demand repayment of the Public Demand Notes for 12, 18 or 24 months will earn additional per annum interest during those months of 1.00 1.50 2.00 Noteholders that are clients of Registered Investment Advisors (“RIA”) with whom the Company has a selling agreement and have made a direct investment through the RIA, will earn additional per annum interest of 1.00% for as long as the selling agreement is effective. For purposes of determining the term of this premium, reinvested interest shall not be considered a direct investment by a noteholder. The Public Demand Notes are subject to repayment upon the earlier of demand by the noteholder or redemption by the Company. Public Demand Notes have no stated maturity. The outstanding Public Demand Notes payable, inclusive of accrued but unpaid interest, totaled $ 7,657,018 0 94 0 The Company sold additional Public Demand Notes of $ 4,502,770 10,492,852 484,441,207 |
Member_s Deficit
Member’s Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Member’s Deficit | Note 7. Member’s Deficit On May 7, 2021, the Company’s member’s deficit was reduced by $ 367,734 3,420,000 353,024 3,917,436 On September 30, 2020, iCap Vault, LLC made an additional capital contribution of $ 1,535,000 1,150,000 385,000 385,000 1,535,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies The Company entered into a Broker Dealer Agreement with an independent broker-dealer effective June 30, 2020, as amended on September 18, 2020 and again on August 9, 2021. Pursuant to this agreement, 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 services, the broker-dealer is paid a monthly fee of $ 8,500 300 The Company is party to selling agreements with various distributors of the Private Placement Notes and Public Demand Notes for both international and domestic investors. The terms of these agreements allow the distributors to effect sales of the Private Placement Notes and the Public Demand Notes to US and non-US persons on a best-efforts basis. Offers and sales of the Public Demand Notes may be made to qualified investors, upon the terms and subject to the conditions set forth in the Prospectus dated May 5, 2021, as amended. Offers and sales of the Private Placement Notes may only be made in accordance with the terms of the offering, as set forth in the private placement memorandum, and in compliance with all U.S. laws and regulations including, but not limited to, Regulation S under the Securities Act of 1933, as amended. The terms of agreements with foreign distributors allow for the sales of the Private Placement Notes only to non-U.S. persons. Each distributor is compensated 1 % per annum on the average outstanding balance of those notes sold by such distributor. These agreements can be cancelled at any time. The Company entered into property management agreements to manage, lease and operate the investment properties. The property management agreements for investment properties were entered into on May 11, 2021 and August 21, 2021, respectively. The agreements will remain in effect for twelve months and will automatically extend thereafter on a monthly basis. The management fee is the greater of $ 100 7 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying consolidated financial statements represent the consolidation of iCap Vault 1, LLC and its wholly owned subsidiaries, Holding and Holding 1 and their wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
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. |
Accounting for Acquisitions | Accounting for Acquisitions The Company allocates the purchase price of investment properties to the underlying assets (and liabilities, if applicable) based upon the estimated fair values at the date of acquisition. Investment properties generally consist of land and buildings. Management estimates the fair values at the date of acquisition using either internal valuations or third-party appraisals. The Company capitalizes acquisition-related costs and fees associated with asset acquisitions. |
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 accounts are held at major commercial banks which hold balances that at times may exceed the Federal Deposit Insurance Corporation (“FDIC”) limit. The Company reserves a minimum of between 5 10 |
Notes Receivable and Interest Income | Notes Receivable and Interest Income Notes receivable are included in the accompanying consolidated balance sheets at the outstanding principal balance plus accrued interest. Interest income is recognized 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 may hold back funds from the issuance of notes. Generally, these funds are used to ensure timely interest payments at the inception of the note. In the event of an early note payoff, any unapplied hold back reserves would be first applied to any accrued but unpaid interest and then as a reduction of principal. Management routinely reviews notes receivable for impairment 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. |
Investment Properties | Investment Properties Investment properties consist of land and buildings and are stated at cost, less accumulated depreciation and amortization as applicable. Buildings are depreciated using a straight-line method over their estimated useful lives of 40 years Management evaluates investment properties for impairment when conditions exist which indicate that the carrying value of a property may not be fully recoverable. Management considers the value of the property may not be fully recoverable when the sum of expected future cash flows on an undiscounted basis (without interest) from the investment property is less than the carrying value under its historical net cost basis. If management determines the carrying value is not fully recoverable, it estimates the fair value of the investment property. Management considers expected future cash flows and factors such as future operating income, trends and prospects as well as the effects of leasing demand and competition when it estimates fair value of the investment property. If the estimated fair value of that investment property is less than the carrying values under its historical net cost basis, an impairment is recognized. The carrying values of the applicable investment properties are reduced to their relative fair values if management determines an impairment should be recognized. For investment properties to be disposed of, an impairment loss is recognized when the fair values, less the estimated cost to sell, is less than the carrying amount of the investment property measured at the time there is a commitment to sell the property and/or it is actively being marketed for sale. A property to be disposed of is reported at the lower of its carrying amount or its estimated fair value, less its cost to sell. Subsequent to the date that a property is held for disposition, depreciation expense is not recorded. |
Finite-Lived Intangible Assets | Finite-Lived Intangible Assets The 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 Management evaluates finite-lived intangible assets for impairment when conditions exist which indicate that the carrying value may not be fully recoverable. If management determines the carrying value is not fully recoverable, it estimates the fair value of the finite-lived intangible asset. If the carrying value of the asset group exceeds the estimated fair value, an impairment charge of such excess is recorded. The Company fully impaired capitalized software of $ 157,143 |
Notes Payable and Related Costs | Notes Payable and Related Costs Public Demand Notes and Private Placement Notes are recorded at the principal amount of the notes plus accrued but unpaid interest. Interest accrues daily and is recognized in the accompanying consolidated statements of operations when incurred. Costs incurred in the placement offerings are expensed as incurred. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The recorded amounts of the Company’s cash and restricted cash, accounts receivable, affiliated notes receivable, related party receivables and payables, accounts payable, accrued expenses and demand notes payable approximate their fair values based upon the relatively short-term maturity of these financial instruments. |
Rental Income | Rental Income Rental income includes revenue derived from fixed lease payments and are recognized on a straight-line basis over the non-cancelable period of the lease. The Company commences rental revenue recognition when the underlying asset is available for use by the lessee. The Company’s leases are classified as operating leases with terms generally one-year or less. |
Income Taxes | Income Taxes The Company is a limited liability company and is not taxable for federal and state income tax purposes. As a result, earnings or losses for federal and most state purposes are included in the tax returns of the sole member. Therefore, no provision or liability for income taxes has been included in the accompanying consolidated financial statements. Holding and Holding 1 are subsidiaries, and as single member LLCs are considered disregarded entities for income tax purposes, as well the SPE subsidiaries of Holding. Tax benefits from uncertain tax positions are recognized in the financial statements if management determines it is “more-likely-than-not” that the positions are sustainable based on their technical merits. The term “more-likely-than-not” contemplates a likelihood of more than 50 percent. The determination of whether the position meets this threshold is made based on the facts, circumstances and information available at the reporting date. Tax liabilities for tax uncertainties are carried by the Company until such time that the statute of limitations or period under audit for the applicable jurisdiction is settled. The Company is subject to income tax examinations by the U.S. federal, state or local tax authorities. |
Liquidity and Going Concern | Liquidity and Going Concern The Company has issued Public Demand Notes and Private Placement Notes through December 31, 2021 and does not have sufficient cash or sources of revenue to cover its operating costs and debt service. In addition, the Company and its subsidiaries have generated recurring 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 for one year following 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 for one year following the date these consolidated financial statements are available to be issued. The Company is dependent upon raising additional financing 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 (1) payments of expenses by its related entities, which are included in related party payables on the consolidated balance sheets, (2) equity contributions, and (3) issuance of Public Demand Notes and Private Placement Notes. The Company’s operations may be affected by the pandemic that has continued since 2020. 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU updates Topic 326 by removing the thresholds that companies apply to measure credit losses on financial instruments measured at amortized cost, such as loans, receivables, and held-to-maturity debt securities. The guidance in ASU 2016-13 is effective for “public business entities,” for reporting periods beginning after December 15, 2022. Early adoption of the guidance is permitted for reporting periods beginning after December 15, 2018. Management is currently evaluating the impact that the pending adoption of this guidance will have on its consolidated financial statements. |
Reclassification | Reclassification Certain prior year balances in the consolidated statements of cash flows have been reclassified to conform with the current year presentation. The Company reflected non-cash issuances and corresponding redemptions of private placement demand notes of $ 494,765 used in financing activities, which reduced proceeds and repayments of private placement demand notes. |
Related-Party Transactions (Tab
Related-Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of Private Placement Notes Payable | The Company holds related party Private Placement Notes payable to employees, officers and an affiliated entity of $ 10,162,124 1,926 Schedule of Private Placement Notes Payable 2021 2020 Chief Executive Officer (CEO) $ 1,073 $ 1,051 iCap International Investments, LLC (joint venture controlled by the CEO) 10,159,918 - Employees of affiliated entities 1,133 875 Total related party Private Placement Notes $ 10,162,124 $ 1,926 |
Investment Properties (Tables)
Investment Properties (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Investment Property | Investment properties consist of the following: Schedule of Investment Property December 31, December 31, Buildings $ 4,148,567 $ - Land 2,468,111 Investment properties, gross 6,616,678 - Less accumulated depreciation (40,889 ) - Investment properties, net $ 6,575,789 $ - |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule Of Proforma Revenue And Net (loss) Income | Schedule Of Proforma Revenue And Net (loss) Income 2021 2020 Revenue $ 683,253 $ 142,347 Operating expenses 1,530,756 1,118,559 Other expenses 411,870 20,497 Total expenses 1,942,626 1,139,056 Net loss $ (1,259,373 ) $ (996,709 ) |
Nature of Business (Details Nar
Nature of Business (Details Narrative) - USD ($) | Nov. 24, 2020 | Dec. 31, 2021 | Jan. 02, 2021 | Dec. 31, 2020 | Jan. 02, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued | 1,000 | 1,000 | 1,000 | 1,000 | |
Shares outstanding | 1,000 | 1,000 | 1,000 | 1,000 | |
Sale of stock, amount | $ 500,000,000 | ||||
Private Placement [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock, amount | $ 500,000,000 | ||||
Variable Denomination Floating Rate [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock, amount | $ 500,000,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 40 years | |
Impairment on definite-lived intangible asset | $ 157,143 | |
Reorganization, Chapter 11, Exchange of Stock Adjustment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Issuances and redemptions of demand notes | $ 494,765 | |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property plant and equipment useful life | 3 years | |
Impairment on definite-lived intangible asset | $ 157,143 | |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Percentage of outstanding principal in available cash reserves | 5.00% | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Percentage of outstanding principal in available cash reserves | 10.00% |
Schedule of Private Placement N
Schedule of Private Placement Notes Payable (Details) - USD ($) | Mar. 22, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | |||
Total related party Private Placement Notes | $ 10,162,124 | $ 1,926 | |
Chief Executive Officer [Member] | Private Placement Secured Demand Notes [Member] | |||
Related Party Transaction [Line Items] | |||
Total related party Private Placement Notes | 1,073 | 1,051 | |
ICap International Investments, LLC [Member] | Private Placement Secured Demand Notes [Member] | |||
Related Party Transaction [Line Items] | |||
Total related party Private Placement Notes | $ 1,755,467 | 10,159,918 | |
Employees [Member] | Private Placement Secured Demand Notes [Member] | |||
Related Party Transaction [Line Items] | |||
Total related party Private Placement Notes | $ 1,133 | $ 875 |
Related-Party Transactions (Det
Related-Party Transactions (Details Narrative) - USD ($) | Jan. 31, 2022 | Nov. 15, 2021 | Oct. 15, 2021 | May 17, 2021 | Apr. 23, 2021 | Apr. 15, 2021 | Jan. 14, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 22, 2022 | Dec. 04, 2021 | Sep. 30, 2021 | Oct. 13, 2020 |
Related Party Transaction [Line Items] | |||||||||||||
Related party receivables | $ 1,440 | $ 170,591 | |||||||||||
Management Fee, Description | The Company pays the Manager an annual fee equal to 1% of the outstanding aggregate principal balances of the Private Placement Notes and 1.3% of outstanding Public Demand Notes. | ||||||||||||
Management Fee Expense | $ 140,959 | 13,972 | |||||||||||
Related party payables | 84,461 | 7,644 | |||||||||||
Notes payable | 10,162,124 | 1,926 | |||||||||||
Affiliated note receivable | 10,393,206 | 871,232 | |||||||||||
Interest income | 524,748 | ||||||||||||
Interest | 291,160 | 7,200 | |||||||||||
Purchase of investment property | 7,337,436 | ||||||||||||
Increase in members deficit | 720,758 | ||||||||||||
Colpitts Sunset LLC [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument, maturity date | Apr. 1, 2023 | Jun. 30, 2021 | |||||||||||
Notes Receivable [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Interest income | 98,000 | ||||||||||||
Affiliated Entity [Member] | Notes Receivable [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Outstanding principal amount | 2,000,000 | ||||||||||||
Interest reserve | $ 52,000 | 150,000 | |||||||||||
Subsequent Event [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Interest rate | 7.50% | ||||||||||||
Debt instrument, maturity date | Mar. 1, 2023 | ||||||||||||
Interest | $ 37,406 | ||||||||||||
Minority Co Owners [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Outstanding principal amount | $ 2,000,000 | 1,948,000 | |||||||||||
Interest rate | 8.00% | ||||||||||||
Colpitts Sunset LLC [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Outstanding principal amount | 3,739,777 | 871,232 | |||||||||||
Interest rate | 10.00% | ||||||||||||
Colpitts Sunset LLC [Member] | Notes Receivable [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Interest income | 283,959 | 7,200 | |||||||||||
Broadway LLC [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Outstanding principal amount | $ 1,200,000 | 2,647,429 | $ 2,700,000 | ||||||||||
Interest rate | 10.00% | ||||||||||||
Interest reserve | 133,988 | ||||||||||||
Interest income | 81,417 | ||||||||||||
Debt instrument, maturity date | Dec. 1, 2022 | ||||||||||||
CSTwo Real Estate Development LLC [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Outstanding principal amount | $ 2,058,000 | $ 2,000,000 | |||||||||||
Interest rate | 12.00% | ||||||||||||
Interest income | $ 58,000 | ||||||||||||
Debt instrument, maturity date | Sep. 1, 2022 | ||||||||||||
ICap Brislawn LLC [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Outstanding principal amount | $ 1,069,895 | ||||||||||||
Interest rate | 10.00% | ||||||||||||
Debt instrument, maturity date | Dec. 31, 2021 | ||||||||||||
Interest | $ 1,073,267 | ||||||||||||
Private Placement Secured Demand Notes [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument, description | Private Placement Notes accrued interest at the rate of 2.00% per annum, based on a 365-day year, compounded daily; provided, however, that if an investor agreed 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 would revert to the standard 2.00% for following periods. The Company was able to increase and subsequently decrease the interest rate at its discretion, provided the rate would not drop below 2.00% or 3.00% for the first year as applicable. | ||||||||||||
Private Placement Secured Demand Notes [Member] | ICap International Investments, LLC [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Notes payable | $ 10,159,918 | $ 1,755,467 | |||||||||||
Private Placement Secured Demand Notes [Member] | Chief Executive Officer [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Notes payable | 1,077 | ||||||||||||
Private Placement Secured Demand Notes [Member] | Management Employees [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Notes payable | 93,261 | $ 19,342 | 1,140 | ||||||||||
Private Placement Secured Demand Notes [Member] | Employees [Member] | Subsequent Event [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Notes payable | $ 74,414 | ||||||||||||
Notes One [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument face amount | $ 3,500,000 | ||||||||||||
Notes One [Member] | Minimum [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Interest rate | 0.10% | ||||||||||||
Debt instrument face amount | $ 1,500,000 | ||||||||||||
Affiliated Entity [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument, description | Related party payables represent 45% and 14% of total payables and accrued expenses at December 31, 2021 and 2020, respectively. | ||||||||||||
Five Townhomes [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Payments for Commissions | $ 38,750 |
Schedule of Investment Property
Schedule of Investment Property (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Buildings | $ 4,148,567 | |
Land | 2,468,111 | |
Investment properties, gross | 6,616,678 | |
Less accumulated depreciation | (40,889) | |
Investment properties, net | $ 6,575,789 |
Investment Properties (Details
Investment Properties (Details Narrative) - USD ($) | Jan. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||
Depreciation expense | $ 40,889 | $ 0 | |
Interest | $ 291,160 | $ 7,200 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Collateralized by investment properties acquired | $ 2,985,000 | ||
Related party loan | $ 2,985,000 | ||
Interest rate | 7.50% | ||
Debt instrument, maturity date | Mar. 1, 2023 | ||
Interest | $ 37,406 | ||
Subsequent Event [Member] | CEO And Affiliated Entities [Member] | |||
Subsequent Event [Line Items] | |||
Collateralized by investment properties acquired | 3,000,000 | ||
Related party loan | $ 3,000,000 |
Schedule Of Proforma Revenue An
Schedule Of Proforma Revenue And Net (loss) Income (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenue | $ 683,253 | $ 142,347 |
Operating expenses | 1,530,756 | 1,118,559 |
Other expenses | 411,870 | 20,497 |
Total expenses | 1,942,626 | 1,139,056 |
Net loss | $ (1,259,373) | $ (996,709) |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Mar. 21, 2022 | Mar. 14, 2022 | Mar. 11, 2022 | Nov. 15, 2021 | Apr. 23, 2021 | Jan. 02, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||||||
Increase decrease in asset acquisition | $ 353,024 | $ 367,734 | ||||||
Revenue | $ 683,253 | $ 142,347 | ||||||
Operating expenses | 1,530,756 | 1,118,559 | ||||||
Purchase price of real estate property | 7,337,436 | |||||||
Net loss | (1,259,373) | (996,709) | ||||||
Subsequent Event [Member] | Lease Agreement [Member] | A F H Senior Care C Corp [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments for monthly rent | $ 11,717 | |||||||
Percentage of increase in rent | 103.00% | |||||||
Five Townhomes [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments for Commissions | 38,750 | |||||||
Investment Properties [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Revenue | 136,550 | |||||||
Operating expenses | 97,679 | |||||||
Building [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Asset acquisition carrying value | 2,034,032 | 2,114,535 | ||||||
Land [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Asset acquisition carrying value | 1,530,380 | 937,731 | ||||||
Lynnwood Property [Member] | Subsequent Event [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price of real estate property | $ 1,775,000 | |||||||
Burien Property [Member] | Subsequent Event [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase price of real estate property | $ 1,000,000 | |||||||
Payments for monthly rent | $ 8,000 | |||||||
Percentage of increase in rent | 103.00% | |||||||
Series of Individually Immaterial Business Acquisitions [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Consideration Transferred | $ 3,917,436 | $ 3,420,000 | $ 3,420,000 | |||||
Lynwood Property And Burien Property [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Revenue | 905,000 | 237,000 | ||||||
Operating expenses | 1,601,000 | 1,188,000 | ||||||
Net loss | $ 1,108,000 | $ 972,000 |
Demand Notes (Details Narrative
Demand Notes (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Nov. 24, 2020 | |
Short-Term Debt [Line Items] | |||
FDIC floating rate | 2.00% | ||
Private Placement Secured Demand Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, description | Private Placement Notes accrued interest at the rate of 2.00% per annum, based on a 365-day year, compounded daily; provided, however, that if an investor agreed 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 would revert to the standard 2.00% for following periods. The Company was able to increase and subsequently decrease the interest rate at its discretion, provided the rate would not drop below 2.00% or 3.00% for the first year as applicable. | ||
Gain (Loss) on Extinguishment of Debt | $ 22,089,813 | ||
Debt instrument, redemption amount | 24,263,964 | ||
Private placement notes available to be issued | $ 396,243,001 | ||
Private Placement Secured Demand Notes [Member] | Members [Member] | |||
Short-Term Debt [Line Items] | |||
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 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] | |||
Short-Term Debt [Line Items] | |||
Private placement secured demand notes | $ 20,261,724 | $ 2,242,613 | |
Percentage of secured demand notes held by foreign investors | 33.00% | 70.00% | |
Percentage of public demand notes held by foreign investors | 94.00% | 0.00% | |
Private Placement Secured Demand Notes [Member] | Maximum [Member] | |||
Short-Term Debt [Line Items] | |||
Notes payable | $ 500,000,000 | ||
Public Demand Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Gain (Loss) on Extinguishment of Debt | 4,502,770 | ||
Debt instrument, redemption amount | 10,492,852 | ||
Private placement notes available to be issued | 484,441,207 | ||
Public Demand Notes [Member] | Maximum [Member] | |||
Short-Term Debt [Line Items] | |||
Notes payable | $ 500,000,000 | ||
Note One [Member] | Minimum [Member] | |||
Short-Term Debt [Line Items] | |||
Minimum principal amount | 10,000 | ||
Note Two [Member] | Minimum [Member] | |||
Short-Term Debt [Line Items] | |||
Minimum principal amount | 25,000 | ||
Note Three [Member] | Minimum [Member] | |||
Short-Term Debt [Line Items] | |||
Minimum principal amount | 50,000 | ||
Note Four [Member] | Minimum [Member] | |||
Short-Term Debt [Line Items] | |||
Minimum principal amount | 100,000 | ||
Notes One [Member] | |||
Short-Term Debt [Line Items] | |||
Minimum principal amount | 3,500,000 | ||
Notes One [Member] | Minimum [Member] | |||
Short-Term Debt [Line Items] | |||
Minimum principal amount | $ 1,500,000 | ||
Debt instrument, interest rate | 0.10% | ||
Notes One [Member] | Minimum [Member] | Note Holders [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, interest rate | 1.00% | ||
Notes Two [Member] | Minimum [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, interest rate | 0.25% | ||
Notes Two [Member] | Minimum [Member] | Note Holders [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, interest rate | 1.50% | ||
Notes Three [Member] | Minimum [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, interest rate | 0.50% | ||
Notes Three [Member] | Minimum [Member] | Note Holders [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, interest rate | 2.00% | ||
Notes Four [Member] | Minimum [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, interest rate | 1.00% | ||
Public Demand Notes Payable [Member] | |||
Short-Term Debt [Line Items] | |||
Public demand notes payable | $ 7,657,018 | $ 0 |
Member_s Deficit (Details Narra
Member’s Deficit (Details Narrative) - USD ($) | Nov. 15, 2021 | May 07, 2021 | Apr. 23, 2021 | Sep. 30, 2020 | Jan. 02, 2020 | Sep. 30, 2020 | Dec. 31, 2020 |
Restructuring Cost and Reserve [Line Items] | |||||||
Membership Interest | $ 367,734 | ||||||
Carrying value remaining balance | $ 353,024 | $ 367,734 | |||||
Member's equity contribution | $ 1,535,000 | $ 1,535,000 | $ 1,535,000 | ||||
Contribution to member's equity | 1,150,000 | ||||||
Non-cash settlement of related party debt | $ 385,000 | ||||||
Assumed debt | $ 385,000 | ||||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Assets acquisition | $ 3,917,436 | $ 3,420,000 | $ 3,420,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | May 11, 2021 | Dec. 31, 2021 | Jul. 23, 2020 |
Broker Dealer Agreement [Member] | Thirteen States [Member] | |||
Product Liability Contingency [Line Items] | |||
Commissions Payable to Broker-Dealers and Clearing Organizations | $ 8,500 | ||
Broker Dealer Agreement [Member] | Eight States [Member] | |||
Product Liability Contingency [Line Items] | |||
Commissions Payable to Broker-Dealers and Clearing Organizations | $ 300 | ||
Somerset Securities Inc [Member] | |||
Product Liability Contingency [Line Items] | |||
Outstanding compensation | 1.00% | ||
Windermere [Member] | |||
Product Liability Contingency [Line Items] | |||
Payment for Management Fee | $ 100 | ||
Property Management Fee, Percent Fee | 7.00% |