The information contained in this report includes some statements that are not historical and that are considered “forward-looking statements.” Such forward-looking statements include, but are not limited to, statements regarding our development plans for our business; our strategies and business outlook; anticipated development of our company, our manager, each series of our company and the Otis Platform; and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards and interpretations). These forward-looking statements express our manager’s expectations, hopes, beliefs, and intentions regarding the future. In addition, without limiting the foregoing, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions and variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this report are based on current expectations and beliefs concerning future developments that are difficult to predict. Neither we nor our manager can guarantee future performance, or that future developments affecting our company, our manager or the Otis Platform will be as currently anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

All forward-looking statements attributable to us are expressly qualified in their entirety by these risks and uncertainties. These risks and uncertainties, along with others, are also described under the heading “Risk Factors” included in the Offering Statement. Should one or more of these risks or uncertainties materialize, or should any of the parties’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not place undue reliance on any forward-looking statements and should not make an investment decision based solely on these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Since its formation in December 2018, Otis Gallery LLC, a Delaware series limited liability company (which we refer to as “we,” “us,” “our” or “our company”), has been engaged primarily in acquiring and managing a collection of investment-grade art and collectibles (the “underlying assets”). Otis Wealth, Inc. is the manager of our company (our “manager”) and serves as the asset manager for the underlying assets owned by our company. We acquire the underlying assets from our manager financed through promissory notes issued to our manager, and develop the financial, offering and other materials to begin offering membership interests (“interests”) in series of our company (each, a “series”) through a mobile app-based investment platform called Otis (we refer to as the “Otis Platform”). We offer and sell interests in a number of separate individual series, and investors in any series acquire a proportional share of income and liabilities as they pertain to a particular series. The sole asset of any given series at the time of an offering is the underlying asset related to such series (plus any cash reserves for future operating expenses), and the sole liability of any given series at the time of an offering is the promissory note related to the acquisition of such underlying asset. We conduct separate closings with respect to each offering. See the offering statement filed with the Securities and Exchange Commission (the “Commission”) on Form 1-A under the Securities Act (the “Offering Statement”) for additional details regarding our current offerings.

We are considered to be a development-stage company, since we are devoting substantially all of our efforts to establishing our business and planned principal operations have only recently commenced. As such, the reported financial information herein will likely not be indicative of future operating results or operating conditions. Because of our corporate structure, we are in large part reliant on our manager and its employees to grow and support our business. There are a number of key factors that will have large potential impacts on our operating results going forward, including our manager’s ability to:

In December 2019, a novel strain of coronavirus, referred to as COVID-19, was reported in Wuhan, China. COVID-19 has since spread to other countries, including the United States, and was declared a pandemic by the World Health Organization. Efforts to contain the spread of COVID-19 have intensified, and most states and localities in the United States and countries in Europe and Asia have implemented severe travel and social restrictions, including social distancing, “shelter-in-place” orders and restrictions on the types of businesses that may continue to operate. The impacts of the outbreak are unknown and rapidly evolving. Our principal office in New York State is closed, and we currently have limited access to our storage facility.

Our manager has taken steps to take care of its employees, including providing the ability for employees to work remotely for at least the remainder of 2020. Our manager has also taken precautions with regard to employee, facility and office hygiene and implemented significant travel restrictions. Our manager is also assessing business continuity plans for all business units, including ours, in the context of COVID-19. This is a rapidly evolving situation, and our manager will continue to monitor and mitigate developments affecting its workforce. Our manager has reviewed and will continue to carefully review all rules, regulations and orders and will respond accordingly.

The continued spread of COVID-19 has also led to severe disruption and volatility in the global financial markets, which could increase our cost of capital and adversely affect our liquidity and ability to access capital markets in the future. The continued spread of COVID-19 has caused an economic slowdown and may cause a recession or other unpredictable events, each of which could adversely affect our business, results of operations or financial condition. The pandemic has had, and could have a significantly greater, material adverse effect on the United States economy as a whole and in our industry in particular.

If the spread of COVID-19 cannot be slowed and, ideally, contained, our business operations could be further delayed or interrupted. We expect that government and health authorities will announce new, or extend existing, restrictions, which could require us to make further adjustments to our operations in order to comply with any such restrictions. Our manager may also experience limitations in employee resources. In addition, our operations could be disrupted if any employee of our manager is suspected of having the virus, which could require quarantine of any such employees. The duration of any business disruption cannot be reasonably estimated at this time but may materially affect our ability to operate our business and result in additional costs.

The extent to which COVID-19 may impact our results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this report, including new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic; the current financial, economic and capital markets environment; and future developments in the global supply chain and other areas present material uncertainty and risk with respect to our performance, financial condition, results of operations and cash flows.

Further, the COVID-19 outbreak has caused unprecedented levels of global uncertainty and may impact the value of art and other collectables. We expect the COVID-19 outbreak will result in low transaction volume until confidence in the global economy is restored. The extent and duration of this disruption cannot be accurately estimated, and the art and collectibles industry may take a significant amount of time to recover. Although we intend to hold and manage all of the assets marketed on the Otis Platform for an average of three to seven years, the COVID-19 outbreak and resulting economic uncertainty may impact the value of the underlying assets, and consequently the value of the interests.

During the six months ended June 30, 2020, at the close of the respective offerings for the series, each individual series became responsible for operating expenses. Pre-closing operating expenses are incurred on the books of our company, and post-closing operating expenses incurred by each series with a closed offering are incurred and recorded on the books of the series. Our manager has agreed to pay and not be reimbursed for operating expenses incurred prior to the closing of each offering. See the Offering Statement for additional information regarding the payment of operating expenses. The following table summarizes the operating expenses by series:

From inception, our company and each series have financed their business activities through capital contributions to our company and individual series from our manager. Our company and each series expect to continue to have access to capital financing from our manager going forward. However, there is no obligation or assurance that our manager will provide such required capital. Until such time as the series have the capacity to generate cash flows from operations, our manager may cover any deficits through additional capital contributions or the issuance of additional interests in any individual series. In addition, parts of the proceeds of future offerings may be used to create reserves for future operating expenses for individual series at the sole discretion of our manager. There can be no assurance that our manager will continue to fund such expenses. These factors raise substantial doubt about our company’s ability to continue as a going concern for the twelve months following the date of this filing.

Our company records membership contributions at the effective date. If the subscription is not funded upon issuance, we record a subscription receivable as an asset on the balance sheet. When subscription receivables are not received prior to the issuance of financial statements at a reporting date, the subscription receivable is reclassified as a contra account to members’ equity on the balance sheet. Each series has a minimum offering size that once met will result in the eventual successful subscription to and closing of the series offering. Subscription receivable consists of membership subscriptions received prior to June 30, 2020, for which the minimum subscription requirement was met. As of June 30, 2020, there was a subscription receivable of $79,504. The following table summarizes the subscription receivable by series:

We also intend to develop revenue-generating events (as described in the Offering Statement), allowing investors to enjoy the collection of art and collectibles acquired by us through events, museums and other programs, which we anticipate will enable the underlying assets to generate revenue for the applicable series to distribute dividends on a semi-annual basis at the discretion of our manager. See the annual report filed with the Commission on Form 1-K under the Securities Act (the “Annual Report”) for additional information regarding the payment of operating expenses.

The preparation of financial statements in conformity with GAAP requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements:

Financial Accounting Standards Board (“FASB”) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

After the closing of an offering of interests, each series is responsible for its own operating expenses, including any and all fees, costs and expenses incurred in connection with the management of the underlying assets. Prior to the closing, operating expenses are borne by our manager and not reimbursed by the series. Our manager will bear its own expenses of an ordinary nature. If the operating expenses exceed the amount of revenues generated from an underlying asset and cannot be covered by any operating expense reserves on the balance sheet of such Series, our manager may pay such expenses and not seek reimbursement, loan the amount of the operating expenses to the applicable series or cause additional interests in such series to be issued.

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU supersedes the previous revenue recognition requirements in ASC Topic 605—Revenue Recognition and most industry-specific guidance throughout the ASC. The core principle within this ASU is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration expected to be received for those goods or services. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers, which deferred the effective date for ASU 2014-09 by one year to fiscal years beginning after December 15, 2017, while providing the option to early adopt for fiscal years beginning after December 15, 2016. Transition methods under ASU 2014-09 must be through either (i) retrospective application to each prior reporting period presented or (ii) retrospective application with a cumulative effect adjustment at the date of initial application. Our company adopted this new standard effective January 1, 2019. The adoption of this standard did not have a material impact on our financial statements.

Otis Gallery LLC (the “Company”) is a series limited liability company formed on December 18, 2018 pursuant to Section 18-215 of the Delaware Limited Liability Company Act. The Company was formed to engage in the business of acquiring and managing a collection of investment grade art and collectibles (each asset or group of assets, as applicable, an “Underlying Asset”). The Company has created, and it is expected that the Company will continue to create, separate series of the Company (each, a “Series”), and that each Underlying Asset will be owned by a separate Series and that the assets and liabilities of each Series will be separate in accordance with Delaware law. Investors acquire membership interests (the “Interests”) in each Series and will be entitled to share in the return of that particular Series but will not be entitled to share in the return of any other Series.

Otis Wealth, Inc. is the manager of the Company (the “Manager”) and serves as the asset manager for the Underlying Assets owned by the Company and each Series (the “Asset Manager”). The Series acquire the Underlying Assets from the Manager financed through either non-interest-bearing or interest-bearing promissory notes issued to the Manager, and develop the financial, offering and other materials to begin offering the Interests through a mobile app-based investment platform called Otis (the “Otis Platform”).

The Company sells and intends to continue selling Interests in a number of separate individual Series. Investors in any Series acquire a proportional share of income and liabilities as they pertain to a particular Series, and the sole assets and liabilities of any given Series at the time of the closing of an offering related to that particular Series are an Underlying Asset (plus any cash reserves for future operating expenses). All voting rights, except as specified in the Operating Agreement or required by law, remain with the Manager (e.g., determining the type and quantity of general maintenance and other expenses required for the appropriate upkeep of each Underlying Asset, determining how to best commercialize the applicable Underlying Assets, evaluating potential sale offers and the liquidation of a Series). The Manager manages the ongoing operations of each Series in accordance with the operating agreement of the Company, as amended and restated from time to time (the “Operating Agreement”).

When entitled to vote on a matter, each Interest holder will be entitled to one vote per Interest held by it on all matters submitted to a vote of the Interest holders of an applicable Series or of the Interest holders of all Series of the Company, as applicable. The removal of the Manager as manager of the Company and all Series must be approved by two thirds of the votes that may be cast by all Interest holders in any Series. All other matters to be voted on by the Interest holders must be approved by a majority of the votes cast by all Interest holders in any Series present in person or represented by proxy.

Upon the occurrence of a liquidation event relating to the Company as a whole or any Series, the Manager (or a liquidator selected by the Manager) is charged with winding up the affairs of the Series or the Company as a whole, as applicable, and liquidating its assets. Upon the liquidation of a Series or the Company as a whole, as applicable, the Underlying Assets will be liquidated and any after-tax proceeds distributed: (i) first, to any third-party creditors; (ii) second, to any creditors that are the Manager or its affiliates (e.g., payment of any outstanding Operating Expenses Reimbursement Obligation); and thereafter, (iii) first, 100% to the Interest holders of the relevant Series, allocated pro rata based on the number of Interests held by each Interest holder (which may include the Manager, any of its affiliates and asset sellers and which distribution within a Series will be made consistent with any preferences which exist within such Series) until the Interest holders receive back 100% of their capital contribution and second, (A) 10% to the Manager and (B) 90% to the Interest holders of the relevant Series, allocated pro rata based on the number of Interests held by each Interest holder (which may include the Manager, any of its affiliates and asset sellers and which distribution within a Series will be made consistent with any preferences which exist within such Series).

The Manager has sole discretion in determining what distributions of free cash flow, if any, are made to holders of Interests of each Series. Free cash flow consists of the net income (as determined under accounting principles generally accepted in the United States of America (“GAAP”)) generated by such Series plus any change in net working capital and depreciation and amortization (and any other non-cash operating expenses) and less any capital expenditures related to the Underlying Asset related to such Series. The Manager may maintain free cash flow funds in a deposit account or an investment account for the benefit of the Series.

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. The Company has not generated revenues or profits since inception. The Company’s ability to continue as a going concern for the next twelve months following the date the consolidated financial statements were available to be issued is dependent upon its ability to obtain additional capital financing. No assurance can be given that the Company will be successful in these efforts.

The Company records membership contributions at the effective date. If the subscription is not funded upon issuance, the Company records a subscription receivable as an asset on the balance sheet. When subscription receivables are not received prior to the issuance of financial statements at a reporting date in satisfaction of the requirements under the Financial Accounting Standards Board (“FASB”) ASC 505-10-45-2, the subscription receivable is reclassified as a contra account to members’ equity on the balance sheet. Each Series has a minimum offering size that once met will result in the eventual successful subscription to and closing of the Series offering. Subscription receivable consists of membership subscriptions received prior to June 30, 2020, for which the minimum subscription requirement was met. As of June 30, 2020, there was a subscription receivable of $79,504.

The Underlying Assets, including art and other collectible assets, are recorded at cost. The cost of the Underlying Asset includes the purchase price, including any amounts for the Underlying Asset funded by the Manager, and acquisition expenses, which include all fees, costs and expenses incurred in connection with the evaluation, discovery, investigation, development and acquisition of the Underlying Asset related to each Series incurred prior to the closing, including brokerage and sales fees and commissions (but excluding the brokerage fee referred to above), appraisal fees, research fees, transfer taxes, third-party industry and due diligence experts, auction house fees and travel and lodging for inspection purposes.

The Company treats the Underlying Assets as long-lived assets, and the Underlying Assets will be subject to an annual test for impairment and will not be depreciated or amortized. These long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.

To the extent that certain expenses are anticipated prior to the closing of an offering but are to be incurred after the closing (e.g., storage fees), additional cash from the proceeds of the offering will be retained on the Series balance sheet as reserves to cover such future anticipated expenses after the closing of the offering. Acquisition expenses are capitalized into the cost of the Underlying Asset. Should a proposed offering prove to be unsuccessful, the Company will not reimburse the Manager, these expenses will be accounted for as capital contributions and the acquisition expenses expensed.

FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

After the closing of an offering of Interests, each Series is responsible for its own operating expenses, including any and all fees, costs and expenses incurred in connection with the management of the Underlying Assets. This includes transportation, import taxes, income taxes, storage (including property rental fees should the Manager decide to rent a property to store a number of Underlying Assets), security, valuation, custodial, marketing and utilization of the Underlying Assets; any fees, costs and expenses incurred in connection with preparing any reports and accounts of each Series, including any blue sky filings required in order for a Series to be made available to investors in certain states, any annual audit of the accounts of such Series (if applicable) and any reports to be filed with the Securities and Exchange Commission; any and all insurance premiums or expenses, including directors and officers insurance of the directors and officers of the Manager or Asset Manager, in connection with the Underlying Assets; any withholding or transfer taxes imposed on the Company, a Series or any Interest holders as a result of its or their earnings, investments or withdrawals; any governmental fees imposed on the capital of the Company or a Series or incurred in connection with compliance with applicable regulatory requirements; any legal fees and costs (including settlement costs) arising in connection with any litigation or regulatory investigation instituted against the Company, a Series or the Manager in connection with the affairs of the Company or a Series; the fees and expenses of any administrator, if any, engaged to provide administrative services to the Company or a Series; all custodial fees, costs and expenses in connection with the holding of an Underlying Asset; any fees, costs and expenses of a third-party registrar and transfer agent appointed by the Manager in connection with a Series; the cost of the audit of the annual consolidated financial statements of the Company or a Series and the preparation of tax returns and circulation of reports to Interest holders; any indemnification payments; the fees and expenses of counsel to the Company or a Series in connection with advice directly relating to its legal affairs; the costs of any other outside appraisers, valuation firms, accountants, attorneys or other experts or consultants engaged by the Manager in connection with the operations of the Company or a Series; and any similar expenses that may be determined to be operating expenses, as determined by the Manager in its reasonable discretion.

Prior to the closing, operating expenses are borne by the Manager and not reimbursed by the Series. The Manager will bear its own expenses of an ordinary nature, including all costs and expenses on account of rent (other than for storage of the Underlying Assets), supplies, secretarial expenses, stationery, charges for furniture, fixtures and equipment, payroll taxes, remuneration and expenses paid to employees and utilities expenditures (excluding utilities expenditures in connection with the storage of the Underlying Assets).

If the operating expenses exceed the amount of revenues generated from an Underlying Asset and cannot be covered by any operating expense reserves on the balance sheet of such Series, the Manager may (a) pay such operating expenses and not seek reimbursement; (b) loan the amount of the operating expenses to the applicable Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by such Underlying Asset (“Operating Expenses Reimbursement Obligation(s)”); and/or (c) cause additional Interests to be issued in the such Series in order to cover such additional amounts.

The Company is a series limited liability company. Accordingly, under the Internal Revenue Code (“IRC”), all taxable income or loss flows through to its members. Therefore, no provision for income tax has been recorded in the statements. Income from the Company is reported and taxed to the members on their individual tax returns. However, the Company has elected, in accordance with IRC, to treat each individual Series as separate subchapter C corporation for tax purposes. No tax provision has been recorded for any Series through the balance sheet date as each is in a taxable loss position and no further tax benefits can be reasonably anticipated.

The Company complies with FASB ASC 740 for accounting for uncertainty in income taxes recognized in a company’s consolidated financial statements, which prescribes a recognition threshold and measurement process for consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements. The Company believes that its income tax positions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position.

To fund its organizational and start-up activities as well as to advance funds on behalf of a Series to purchase assets, the Manager has covered the expenses and costs of the Company and its Series thus far on a non-interest-bearing extension of revolving credit. The Company will evaluate when is best to repay the Manager depending on operations and fundraising ability. In general, the Company will repay the Manager for funds extended to acquire assets from the Series subscription proceeds, as they are received. As of June 30, 2020, the Company had $22,728 due to the Manager, of which (a) $9,800 was for accounting expenses and (b) $12,928 was for storage, transportation, insurance, sourcing fees and third-party authentication associated with and incurred on behalf of the Series as detailed in the table below:

As of June 30, 2020, Series #KW, Series Drop 002, Series Drop 003, Series Drop 004, Series Drop 005, Series Drop 008, Series Drop 010, Series Gallery Drop 011, Series Gallery Drop 014, Series Gallery Drop 015 and Series Gallery Drop 016 had closed, and each had been fully subscribed. Subscriptions for $79,504 of membership interests for Series Gallery Drop 019, Series Gallery Drop 021 and Series Gallery Drop 022 were received and recorded as Subscription Receivable. These offerings had not closed as of June 30, 2020.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU supersedes the previous revenue recognition requirements in ASC Topic 605—Revenue Recognition and most industry-specific guidance throughout the ASC. The core principle within this ASU is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration expected to be received for those goods or services. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers, which deferred the effective date for ASU 2014-09 by one year to fiscal years beginning after December 15, 2017, while providing the option to early adopt for fiscal years beginning after December 15, 2016. Transition methods under ASU 2014-09 must be through either (i) retrospective application to each prior reporting period presented or (ii) retrospective application with a cumulative effect adjustment at the date of initial application. The Company adopted this new standard effective January 1, 2019. The adoption of this standard did not have a material impact on the Company’s financial statements.

Delaware		37-1921598
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

ITEM 1. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1
ITEM 2. OTHER INFORMATION	10
ITEM 3. FINANCIAL STATEMENTS	F-1
ITEM 4. EXHIBITS	11


Operating Expense	Six-Month Period Ended June 30, 2020
Accounting fees	$	24,800
Brokerage fees	$	3,439
Insurance	$	1,781
Storage	$	1,083
Transportation	$	6,528
Sourcing fees	$	8,543
Other G&A expenses	$	1,134
TOTAL OPERATING EXPENSES	$	47,308


Series	Six-Month Period Ended June 30, 2020
Otis Gallery LLC	$	24,800
Series #KW	$	1,070
Series Drop 002	$	2,225
Series Drop 003	$	939
Series Drop 004	$	1,949
Series Drop 005	$	4,555
Series Drop 008	$	4,182
Series Drop 010	$	989
Series Gallery Drop 011	$	1,566
Series Gallery Drop 014	$	2,284
Series Gallery Drop 015	$	1,781
Series Gallery Drop 016	$	968
TOTAL OPERATING EXPENSES	$	47,308


Series	Six-Month Period Ended June 30, 2020
Series Gallery Drop 011	$	270
Series Gallery Drop 012	$	2,100
Series Gallery Drop 013	$	1,262
Series Gallery Drop 014	$	475
Series Gallery Drop 015	$	371
Series Gallery Drop 016	$	366
Series Gallery Drop 017	$	928
Series Gallery Drop 018	$	116
Series Gallery Drop 019	$	126
Series Gallery Drop 022	$	169
Series Gallery Drop 023	$	60
Series Gallery Drop 024	4	97
Series Gallery Drop 025	$	258
TOTAL INTEREST EXPENSES	$	6,599

Series	Interests Subscribed For		Subscription Amount
Series Gallery Drop 019		$	21,270
Series Gallery Drop 021		$	27,450
Series Gallery Drop 022		$	30,784
TOTALS		$	79,504

Series	Date Issued		Principal Amount	Interest Rate⁽¹⁾		Balance June 30, 2020
Series Drop 009	08/30/2019	$	310,000	0%	$	310,000
Series Gallery Drop 011	12/13/2019	$	18,000	7.5%	$	338
Series Gallery Drop 012	12/13/2019	$	140,000	7.5%	$	142,625
Series Gallery Drop 013	12/13/2019	$	84,150	7.5%	$	85,728
Series Gallery Drop 014	12/17/2019	$	30,000	7.5%	$	563
Series Gallery Drop 015	12/13/2019	$	24,750	7.5%	$	464
Series Gallery Drop 016	03/18/2020	$	19,539	7.5%	$	366
Series Gallery Drop 017	03/18/2020	$	49,500	7.5%	$	50,428
Series Gallery Drop 018	05/13/2020	$	11,600	7.5%	$	11,716
Series Gallery Drop 019	05/28/2020	$	18,900	7.25%	$	19,026
Series Gallery Drop 020	05/28/2020	$	134,000	0%	$	134,000
Series Gallery Drop 021	05/29/2020	$	26,560	0%	$	26,560
Series Gallery Drop 022	06/02/2020	$	29,948	7.25%	$	30,117
Series Gallery Drop 023	06/10/2020	$	15,000	7.25%	$	15,060
Series Gallery Drop 024	06/09/2020	$	23,000	7.25%	$	23,097
Series Gallery Drop 025	06/10/2020	$	64,000	7.25%	$	64,258
Series Gallery Drop 026	06/09/2020	$	95,000	0%	$	95,000
TOTALS		$	1,001,658		$	1,009,345

	Page
Unaudited Consolidated Financial Statements
Consolidated Balance Sheets as of June 30, 2020 (Unaudited) and December 31, 2019 (Audited)	F-2
Consolidated Statements of Operations for the Six Months Ended June 30, 2020 (Unaudited) and June 30, 2019 (Unaudited)	F-3
Consolidated Statements of Changes in Members’ Equity for the Six Months Ended June 30, 2020 (Unaudited) and June 30, 2019 (Unaudited)	F-4
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2020 (Unaudited) and June 30, 2019 (Unaudited)	F-5
Notes to Unaudited Consolidated Financial Statements	F-6

	As of June 30, 2020	As of Dec 31, 2019
	Total Consolidated (unaudited)	Total Consolidated (audited)
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents	$ 19,647	$ 10,175
Subscription Receivable	79,504	216,719
TOTAL CURRENT ASSETS	99,151	226,894

OTHER ASSETS
Art and Other Collectible Assets	1,593,788	1,240,991
TOTAL OTHER ASSETS	1,593,788	1,240,991

TOTAL ASSETS	$ 1,692,939	$ 1,467,885

LIABILITIES AND MEMBERS’ EQUITY
CURRENT LIABILITIES
Interest Payable – related party	$ 7,687	1,088
Notes Payable – related party	1,001,658	990,491
Due to Manager	22,728	7,318
Equity Due to Artists	-	13,000
TOTAL CURRENT LIABILITIES	1,032,073	1,011,897
TOTAL LIABILITIES	1,032,073	1,011,897

MEMBERS’ EQUITY
Contributed Capital	16,500	1,500
Membership Contributions	710,504	466,719
Net Loss	(53,907)	(12,231)
Accumulated Deficit	(12,231)	-
TOTAL MEMBERS’ EQUITY	660,866	455,988

TOTAL LIABILITIES AND MEMBERS’ EQUITY	$ 1,692,939	$ 1,467,885

	June 30, 2020	June 30, 2019
	Total Consolidated (Unaudited)	Total Consolidated (Unaudited)
Operating Income
Revenue	$ -	$ -
Gross Profit/(Loss)	-	-

Operating Expenses
Accounting Fees	24,800	-
Brokerage Fees	3,439	-
Insurance	1,781	-
Storage	1,083	-
Transportation	6,528	-
Sourcing Fees – related party	8,543	-
Other G&A Expenses	1,134	32
Total Operating Expenses	47,308	32
Loss from Operations	(47,308)	(32)

Other Expenses
Interest Expense – related party	6,599	-
Total Other Expenses	6,599	-
Net Loss	$ (53,907)	$ (32)

Series	Series Description	Total Investment in Art and Other Collectibles
Series #KW	2018 Saint Jerome Hearing the Trumpet of Last Judgement painting by Kehinde Wiley	$237,500
Series Drop 002	Nike MAG Back to the Future (2016) Sneakers	30,000
Series Drop 003	The Incredible Hulk #181 Comic	34,000
Series Drop 004	Collection of Supreme skate decks (select limited-edition artist collaborations)	44,341
Series Drop 005	2018 DOB and Arrows: Patchworks Skulls painting by Takashi Murakami and Virgil Abloh	90,000
Series Drop 008	2019 series of commissioned paintings by fnnch	35,000
Series Drop 009	2012 Gone and Beyond painting by Kaws	310,000
Series Drop 010	Collection of Nike SB Dunks sneakers	24,000
Series Gallery Drop 011	2019 commissioned painting by Shelby and Sandy	23,000
Series Gallery Drop 012	2011 Love Is What You Want neon sculpture by Tracey Emin	140,000
Series Gallery Drop 013	2019 Grey Selenite Newspaper Machine sculpture by Daniel Arsham	84,150
Series Gallery Drop 014	Collection of 1985 Jordan 1 OG Sneakers	30,000
Series Gallery Drop 015	Collection of Supreme Skate Decks – Bundle II	24,750
Series Gallery Drop 016	Collection of Nike and Adidas Yeezy sneakers	19,539
Series Gallery Drop 017	2017 Colorbar Constellation 6 painting by Derrick Adams	49,500
Series Gallery Drop 018	Tomb of Dracula #10 comic	11,600

Series Gallery Drop 019	2020 CHROMADYNAMICA MSS painting by Felipe Pantone	18,900
Series Gallery Drop 020	X-Men #1 comic	134,000
Series Gallery Drop 021	Collection of artist collaboration Nike sneakers	26,560
Series Gallery Drop 022	Collection of Nike Air Jordan 1 sneakers	29,948
Series Gallery Drop 023	2019 Cape Woman painting by Katherine Bradford	15,000
Series Gallery Drop 024	Fantastic Four #52 comic	23,000
Series Gallery Drop 025	2018 No. 90 painting by Derek Fordjour	64,000
Series Gallery Drop 026	Avengers #1 comic	95,000
Total Art and Other Collectible Assets		$1,593,788

Series Name	Interest Rate⁽¹⁾	Note Principal Payable	Note Interest Payable	Total Due to Manager
Series Drop 009	0%	$ 310,000	$ -	$ 310,000
Series Gallery Drop 011	7.50%	-	338	338
Series Gallery Drop 012	7.50%	140,000	2,625	142,625
Series Gallery Drop 013	7.50%	84,150	1,578	85,728
Series Gallery Drop 014	7.50%	-	563	563
Series Gallery Drop 015	7.50%	-	464	464
Series Gallery Drop 016	7.50%	-	366	366
Series Gallery Drop 017	7.50%	49,500	928	50,428
Series Gallery Drop 018	7.50%	11,600	116	11,716
Series Gallery Drop 019	7.25%	18,900	126	19,026
Series Gallery Drop 020	0%	134,000	-	134,000
Series Gallery Drop 021	0%	26,560	-	26,560
Series Gallery Drop 022	7.25%	29,948	169	30,117
Series Gallery Drop 023	7.25%	15,000	60	15,060
Series Gallery Drop 024	7.25%	23,000	97	23,097
Series Gallery Drop 025	7.25%	64,000	258	64,258
Series Gallery Drop 026	0%	95,000	-	95,000
Totals		$ 1,001,658	$ 7,687	$ 1,009,345

Series Name	Interests Subscribed For	Subscription Amount
Series #KW	10,000	$ 250,000
Series Drop 002	1,000	33,000
Series Drop 003	1,000	35,000
Series Drop 004	1,000	47,000
Series Drop 005	1,250	95,000
Series Drop 008	800	32,000
Series Drop 010	1,000	25,000
Series Gallery Drop 011	800	20,000
Series Gallery Drop 014	1,000	33,000
Series Gallery Drop 015	1,000	27,000
Series Gallery Drop 016	1,000	21,000
Series Gallery Drop 019	709	21,270
Series Gallery Drop 021	1,098	27,450
Series Gallery Drop 022	962	30,784
Total	22,619	$ 697,504

Exhibit No.		Description
2.1		Certificate of Formation of Otis Gallery LLC (incorporated by reference to Exhibit 2.1 to the Offering Statement on Form 1-A filed on February 20, 2019)

Date: September 24, 2020	OTIS GALLERY LLC By: Otis Wealth, Inc., its managing member

	/s/ Michael Karnjanaprakorn
	Name: Michael Karnjanaprakorn
	Title: Chief Executive Officer


SIGNATURE		TITLE	DATE

/s/ Michael Karnjanaprakorn		Chief Executive Officer and Director of Otis Wealth, Inc. (principal executive officer and principal financial and accounting officer)	September 24, 2020
Michael Karnjanaprakorn

Otis Wealth, Inc.		Managing Member	September 24, 2020

By:	/s/ Michael Karnjanaprakorn
Name: Michael Karnjanaprakorn
Title: Chief Executive Officer