EX1A-15 ADD EXHB 10 VVMfinance20203.txt VV Markets,LLC Delaware Limited Liability Company Financial Statements and Independent Auditor?s Report June 16th, 2020 (inception) VV Markets, LLC TABLE OF CONTENTS INDEPENDENT AUDITOR?S REPORT BALANCE SHEET NOTES TO THE FINANCIAL STATEMENTS Page 3-4 5 6-9 To the Board of Directors Example, LLC Dover, Delaware INDEPENDENT AUDITOR?S REPORT Report on the Financial Statements We have audited the accompanying balance sheet of Example, LLC (the ?Company?) as of September 21, 2016 and the related notes to the financial statement. Management?s Responsibility for the Financial Statement Management is responsible for the preparation and fair presentati on of this financial statement in accordance with accounting principles generally accepted i n the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the financial statement that i s free from material misstatement, whether due to fraud or error. Auditor?s Responsibility Our responsibility is to express an opinion on the financial statement based on our audit. We conducted our audit in accordance with auditing standards genera lly accepted in the United States of America. Those standards require that we plan and perf orm the audit to obtain reasonable assurance about whether the financial statement is free from material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statement. The procedures selected d epend on the auditor?s judgment, including the assessment of the risks of material misstatement of the financial statement, whether due to fraud or error. In making those risk assessments, th e auditor considers internal control relevant to the entity?s preparation and fair presentation of the financial statement in order to design audit procedures that are appropriate in the circu mstances, but not for the purpose of expressing an opinion on the effectiveness of the entity?s internal control. Accordingly, we express Artesian CPA, LLC 1624 Market Street, Suite 202 | Denver, CO 80202 p: 877.968.3330 f: 720.634.0905 info@ArtesianCPA.com | www.ArtesianCPA.com no such opinion. An audit also includes evaluating the appropriat eness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Artesian CPA, LLC 1624 Market Street, Suite 202 | Denver, CO 80202 p: 877.968.3330 f: 720.634.0905 info@ArtesianCPA.com | www.ArtesianCPA.com Opinion In our opinion, the financial statement referred to above presents fairly, in all material respects, the financial position of Example, LLC as of September 21, 2016 , in accordance with accounting principles generally accepted in the United States of America. Emphasis of Matter Regarding Going Concern The accompanying financial statement has been prepared assuming that the Company will continue as a going concern. As described in Note 3 to the financi al statement, the Company has not yet commenced planned principal operations and has not ge nerated revenues or profits since inception. These factors, among others, raise substantial d oubt about the Company?s ability to continue as a going concern. Management?s plans in regard to th ese matters are also described in Note 3. The financial statement does not include any adj ustments that might result from the outcome of this uncertainty. Our opinion is not modified wit h respect to this matter. /s/ Artesian CPA, LLC Denver, Colorado December 29, 2016 Artesian CPA, LLC 1624 Market Street, Suite 202 | Denver, CO 80202 p: 877.968.3330 f: 720.634.0905 info@ArtesianCPA.com | www.ArtesianCPA.com VV Markets, LLC BALANCE SHEET As of June 16th, 2020(inception) Balance Sheet July 1, 2020 Assets Current assets Total assets Liabilities and member's equity Current liabilities Total liabilities Capital contributions Accumulated equity/(deficit) Members' equity/(deficit) Total liabilities and member's equity/(deficit) 0 0 0 0 0 0 0 0 See accompanying Independent Auditor?s Report and accompa nying notes, which are an integral part of these financial statements. VV Markets, LLC BALANCE SHEET As of June 16th, 2020(inception) Statement of Operations For period June 16, 2020 through July 1, 2020 Revenue: Expenses: Net Income (Loss): 0 0 0 Statement of Member's Equity / (Deficit) For period June 16, 2020 through July 1, 2020 Member's equity / (deficit) Balance at June 16, 2020 Capital contributions 0 0 Net Income (loss) for the period from June 16, 2020 through July 1, 2020 0 Balance at July 1, 2020 0 See accompanying Independent Auditor?s Report and accompa nying notes, which are an integral part of these financial statements. VV Markets, LLC BALANCE SHEET As of June 16th, 2020(inception) Statement of Cash Flows For Period June 16, 2020 through July 1, 2020 Cash flows from operating activities Net income (loss) 0 Adjustments to reconcile net income (loss) to net cash 0 Net cash provided by (used in) operating activities Cash flows in investing activities Net cash provided by (used in) investing activities Cash flows from financing activities Net cash provided by (used in) financing activities Net change in cash Cash at beginning of period Cash at end of Period 0 0 0 0 0 0 See accompanying Independent Auditor?s Report and accompa nying notes, which are an integral part of these financial statements. VV Markets, LLC BALANCE SHEET As of June 16th, 2020(inception) VV Markets, LLC NOTES TO FINANCIAL STATEMENTS As of June 16th, 2020 (inception) NOTE 1: NATURE OF OPERATIONS VV Markets, LLC (the ?Company?) is a Delaware series limited liability company formed on June 16th, 2020. VinVesto Inc. is the sole owner of interests of th e Company (other than interests issued in a particular series to other investors). The Company w as formed to acquire and manage fine wines, spirits, and other wine related entities. It is expected that t he Company will create a number of separate series of interests (the ?Series? or ?Series of Interests? ) and that each collection will be owned by a separate Series, and that the assets and lia bilities of each Series will be separate in accordance with Delaware law. Investors acquire members hip interests (the ?Interests?) in each Series and will be entitled to share in the return of that particular Series, but will not be entitled to share in the return of any other Series. The Company?s managing member is VinVesto, Inc. (the ?Mana ger?). The Manager is a Delaware corporation formed on June 16th, 2020. The Manager is a technol ogy and marketing company that operates the VinVesto platform ("Platform") and manages the Company and the assets owned by the Company in its roles as the Manager and manager of the assets of each Series (the ?Asset Manager?). As of June 16th, 2020, the Company has not commence d planned principal operations nor generated revenue. The Company?s activities since inception hav e consisted of formation activities and preparations to raise capital. Once the Company commences its planned principal operations, it will incur significant additional expenses. The Company is dependent upon additional capital resources for the commencement of its planned principal op erations and is subject to significant risks and uncertainties; including failing to secure funding to oper ationalize the Company?s planned operations or failing to profitably operate the business. The Company intends to sell Interests in a number of separat e individual Series of the Company. Investors in any Series acquire a proportional share of inco me and liabilities as they pertain to a particular Series, and the sole assets and liabilities of any given Series at the time of an offering related to that particular Series a single collectible asset, (plus any cash reserves for future operating expenses). All voting rights, except as specified in the operating ag reement or required by law remain with the Manager (e.g., determining the type and quantit y of general maintenance and other expenses required, determining how to best commercialize th e applicable Series assets, evaluating potential sale offers and the liquidation of a Series). The Manager manages the ongoing operations of each Series in accordance with the operating agreement of the Company, as amended and restated from time to time (the ?Operating Agreement?). The Company an d each Series shall have perpetual existence unless terminated pursuant to the Operating Agree ment or law. See accompanying Independent Auditor?s Report VV Markets, LLC NOTES TO FINANCIAL STATEMENTS As of June 16th, 2020 (inception) OPERATING AGREEMENT In accordance with the Operating Agreement each interes t holder in a Series grants a power of attorney to the Manager. The Manager has the right to appoint officers of the Company and each Series. After the closing of an offering, each Series is responsibl e for its own Operating expenses (as defined in Note 2(5)). Prior to the closing, Operating expenses are borne by the Manager and not reimbursed by the economic members. Should post- closing Operating expenses exceed revenues or cash reserves then the Manager may (a) pay such Operating expe nses and not seek reimbursement, (b) loan the amount of the Operating expenses to the series and be entitled to reimbursement of such amount from future revenues generated by the series (?Operating expenses Reimbursement Obligation(s)?), on which the Manager may impose a reasona ble rate of interest, and/or (c) cause additional Interests to be issued in order to cover such additional amounts, which Interests may be issued to existing or new investors, which may include the M anager or its affiliates. LIQUIDITY AND CAPITAL RESOURCES The accompanying financial statements have been prepare d on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company or any of the Series have not g enerated profits since inception. The Company has sustained no income or loss for the period ended Jul y 1st, 2020 and, has no members? equity as of July 1, 2020. The Company or any of the Series may la ck liquidity to satisfy obligations as they come due. Future liabilities, other than ones for which the Manager does not seek reimbursement, will be covered through the proceeds of futu re offerings for the various Series of Interests. These conditions raise substantial doubt as to the Comp any's ability to continue as a going concern. Through July 1, 2020, none of the Series have recorded any reven ues. The Company anticipates that it will commence commercializing the collection in fiscal year 202 0, but does not expect to generate any revenues for any of the Series in the first year of operations. E ach Series will continue to incur Operating expenses including, but not limited to, storage, insuran ce, transportation and maintenance expenses, on an ongoing basis. From inception through July 1, 2020, VinVesto, Inc. or an affiliate has borne all of the costs of the Company. The Company and each Series expect to contin ue to have access to ample capital financing from the Manager going forward. Until such ti me as the Series? have the capacity to generate cash flows from operations, the Manager may cover any deficits through additional capital contributions or the issuance of additional Interests in any individ ual Series. In addition, parts of the proceeds of future offerings may be used to create rese rves for future Operating expenses for individual Series at the sole discretion of the Manager. See accompanying Independent Auditor?s Report -6- VV Markets, LLC NOTES TO FINANCIAL STATEMENTS As of June 16th, 2020 (inception) NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accounting and reporting policies of the Company conform t o accounting principles generally accepted in the United States of America (GAAP). Use of Estimates The preparation of the balance sheet in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of a ssets and liabilities and disclosures of contingent assets and liabilities at the date of the bala nce sheet and the reported amounts of revenues and expenses during the reporting period. Actual re sults could differ from those estimates. Cash Equivalents and Concentration of Cash Balance The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. The Company?s cash and cash eq uivalents in bank deposit accounts, at times, may exceed federally insured limits. Offering Expenses Offering expenses relate to the offering for a specific Se ries and consist of underwriting, legal, accounting, escrow, compliance, filing and other expenses incur red through the balance sheet date that are directly related to a proposed offering and will ge nerally be charged to members' equity upon the completion of the proposed offering. Offering e xpenses that are incurred prior to the closing of an offering for such Series, are being funded by the Manager and will generally be reimbursed through the proceeds of the offering related to the Se ries. Should the proposed offering prove to be unsuccessful, these costs, as well as additional expens es to be incurred, will be charged to the Manager. Operating Expenses Operating expenses related to a particular collectible asset ar e costs and expenses attributable the assets of a particular Series and include storage, insuranc e, transportation (other than the initial transportation from the card location to the Manager?s storage fa cility prior to the offering, which is treated as an ?Acquisition Expense?, as defined below), annual audit and legal expenses and other specific expenses as detailed in the Manager?s allocation policy. W e distinguish between pre-closing and post- closing Operating expenses. Operating expenses are expensed as incurred. Except as disclosed with respect to any future offering, expe nses of this nature that are incurred prior to the closing of an offering of Series of Interests are funded by the Manager and are not See accompanying Independent Auditor?s Report -6- VV Markets, LLC NOTES TO FINANCIAL STATEMENTS reimbursed by the Company, Series or economic members . These are accounted for as capital contributions by the Manager for expenses related to the bu siness of the Company or a Series. Upon closing of an offering, a Series becomes responsible fo r these expenses and finances them either through revenues generated by a Series or availabl e cash reserves at the Series. Should revenues or cash reserves not be sufficient to cover Operatin g expenses the Manager may (a) pay such Operating expenses and not seek reimbursement, (b) loan the amount of the Operating expenses to the Series at a reasonable rate of interest an d be entitled to reimbursement of such amount from future revenues generated by the Series (? Operating expenses Reimbursement Obligation(s)?), and/or (c) cause additional Interests to be issued i n order to cover such additional amounts. Income Taxes The Company intends that the master series and separate Series will elect and qualify to be taxed as a C- corporation under the Internal Revenue Code. The separat e Series will comply with the accounting and disclosure requirement of ASC Topic 740, "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for in come taxes. Deferred income tax assets and liabilities are computed for differences between the f inancial statement and tax bases of assets and liabilities that will result in future taxable or dedu ctible amounts, based on enacted tax laws and rates applicable to the periods in which the di fferences are expected to affect taxable income. Valuation allowances are established, when necessary , to reduce deferred tax assets to the amount expected to be realized. See accompanying Independent Auditor?s Report -6- VV Markets, LLC NOTES TO FINANCIAL STATEMENTS As of June 16th, 2020 (inception) NOTE 3 - RELATED PARTY TRANSACTIONS The Company, a Delaware series limited liability company, whose managing member is the Manager, will admit additional members to each of its series thro ugh the offerings for each series. By purchasing an Interest in a Series of Interests, the investor is admi tted as a member of the Company and will be bound by the Company's Operating Agreement. Under the Operating Agreement, each investor grants a power of attorney to the Manager. The Op erating Agreement provides that the Manager with the ability to appoint officers. NOTE 4 - REVENUE, EXPENSE AND COST ALLOCATION METHODOLOGY The Company distinguishes expenses and costs between those rel ated to the purchase of a particular collectible asset and Operating expenses related to the mana gement of such collectible assets. Fees and expenses related to the purchase of an underlyi ng collectible asset include the offering expenses, Acquisition Expenses, Brokerage Fee and Sourcing Fee. As of July 1, 2020, VinVesto, Inc. incurred costs of $0 on behalf of the Company or Series. Within Operating expenses the Company distinguishes between Operating expenses incurred prior to the closing of an offering and those incurred after the close of an offering. Although these pre- and post- closing Operating expenses are similar in nature and consist of ex penses such as storage, insurance, transportation and maintenance, pre- closing Operating expenses are borne by the Manager and are not expected to be reimbursed by the Company or the economic members. Post- closing Operating expenses are the responsibility of each Series of Interest and may be financed through (i) revenues generated by the Series or cash reserves at the Series and/or (ii) contributions made by the Manager, for which the Manager does not seek reimbursement or (iii) loans by the Manager, for which the Manager may char ge a reasonable rate of interest or (i issuance of additional Interest in a Series. Allocation of revenues, expenses and costs will be made among st the various Series in accordance with the Manager's allocation policy. The Manager's allocation pol icy requires items that are related to a specific Series to be charged to that specific Series. Items not related to a specific Series will be allocated pro rata based upon the value of the underlyin g collectible assets or the number of collectibles, as stated in the Manager?s allocation policy a nd as reasonably determined by the Manager. The Manager may amend its allocation policy in its sole discretion from time to time. Revenue from the anticipated commercialization of the coll ections will be allocated amongst the Series whose underlying collectibles are part of the commercializa tion events, based on the value of the underlying collectible assets. No revenues have been gen erated to date. See accompanying Independent Auditor?s Report Offering expenses, other than those related to the overall busines s of the Manager (as described in Note 2(4)) are funded by the Manager and generally reimbursed through the Series proceeds upon the closing of an offering. No offering expenses have been incu rred by the Company as of July 1, 2020. Acquisition expenses are funded by the Manager, and reimbursed from the Series proceeds upon the closing of an offering. The Manager had incurred $0 in acqui sitions expenses at July 1, 2020. The Sourcing Fee is paid to the Manager from the Series pro ceeds upon the close of an offering. NOTE 5: GOING CONCERN The accompanying balance sheet has been prepared on a going c oncern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that has not commenced planned principal operations, plans to incur significant costs in pursuit of its capital financing plans, and h as not generated any revenues as of July 1, 2020. The Company?s ability to continue as a going co ncern in the next twelve months is dependent upon its ability to obtain capital financing from invest ors sufficient to meet current and future obligations and deploy such capital to produce profitable o perating results. No assurance can be given that the Company will be successful in these efforts. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The balance sheet does not include any adjus tments relating to the recoverability and classification of recorded asset amounts or the amounts and c lassification of liabilities that might be necessary should the Company be unable to continue as a going concern. NOTE 6: SUBSEQUENT EVENTS Management has evaluated all subsequent events through July 1, 2020, the date the financial statements were available to be issued. There are no additional material events requiring disclosure or adjustment to the financial statements.