UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-K

ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933

For the fiscal year ended December 31, 2023

Here Collection LLC

(Exact name of issuer as specified in its charter)

Delaware	87-1896999
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1000 Brickell Avenue Suite #715 PMB 363, Miami, FL (Address of principal executive offices)	33131 (Zip Code)

786-708-8097
Issuer’s telephone number, including area code

TABLE OF CONTENTS

Statements Regarding Forward-Looking Information	1
Business	2
Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Directors and Officers	14
Security Ownership of Management and Certain Securityholders	15
Interest of Management and Others in Certain Transactions	16
Other Information	17
Index to Consolidated Financial Statements of Here Collection, LLC	18
Exhibits	19

STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

We make statements in this Annual Report on Form 1-K (“Annual Report”) that are forward-looking statements. The words “outlook,” “believe,” “estimate,” “potential,” “projected,” “expect,” “anticipate,” “intend,” “plan,” “seek,” “may,” “could” and similar expressions or statements regarding future periods are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any predictions of future results, performance or achievements that we express or imply in this Annual Report or in the information incorporated by reference into this Annual Report.

The forward-looking statements included in this Annual Report are based upon our current expectations, plans, estimates, assumptions and beliefs that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements.

Any of the assumptions underlying forward-looking statements could be inaccurate. You are cautioned not to place undue reliance on any forward-looking statements included in this Annual Report. All forward-looking statements are made as of the date of this Annual Report and the risk that actual results will differ materially from the expectations expressed in this Annual Report will increase with the passage of time. We undertake no obligation to publicly update or revise any forward-looking statements after the date of this Annual Report, whether as a result of new information, future events, changed circumstances or any other reason. In light of the significant uncertainties inherent in the forward-looking statements included in this Annual Report, including, without limitation, the risks described under “Risk Factors,” the inclusion of such forward-looking statements should not be regarded as a representation by us or any other person that the objectives and plans set forth in this Annual Report will be achieved.

Item 1.

Business

Overview

Here Collection, LLC (the “Company” or “Here Collection”) was organized in the State of Delaware on June 15, 2021, as a wholly owned subsidiary of Here Investments Inc. (“Here Investments”). Here Collection is an investment vehicle that was formed to enable investors to own fractional ownership of a specific vacation rental property.

The Company has established separate series (each a “Series”) for the holding of vacation rental properties acquired by the Company. Notably, the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular Series of the Company are enforceable against the assets of the applicable Series only, and not against the assets of the Company. In addition, Here Collection manages all underlying assets related to the various Series including the sales of property, property vacation bookings, maintenance and insurance. The Company treats each Series as a separate corporation for U.S. federal income tax purposes.

Here Investments is the managing member (in such capacity, the “Managing Member”) of Here Collection. Here Investments was incorporated in the State of Delaware on February 22, 2021. Here Investments was formed to provide a platform to allow individual investors to have direct access to quality vacation rental estate investment opportunities and invest in individual vacation rental properties.

On January 3, 2024, the Managing Member determined to shut down the Here Collection fractional investment platform. See the 1-U here. The Managing Member has listed each Series property for sale, and once all Series’ properties are sold, Here Collection will be returning the net proceeds to the applicable investors in each of the Series. For more information, see “Recent Developments”.

Series Offering Table

The Company previously established separate Series for the holding of vacation rental properties acquired by the Company. The table below shows key information related to the offering of each Series pursuant to Regulation A of the Securities Act of 1933, as amended, (“Regulation A”), as of December 31, 2023.

Series Name

Underlying
Asset(s)

Offering
Price per
Series
Interest

Offering
Size

Subscribed
Series
Interests

Initial
Qualification
Date

Open
Date

Closing
Date

Offering Status

Series #1

A residential property located at 1989 Loraine Rd., Largo,
FL 33774

1.00

389,340

02/28/2022

03/01/20222

04/05/2022

Closed

Series #2	A residential property located at 335 Maple Ridge Dr., Big Bear City, CA 92314	$	1.00	$	449,444	449,444	06/13/2022	06/13/2022	08/11/2022	Closed

Series #3	A residential property located at 1182 Ski Mountain Rd., Gatlinburg, TN 37738	$	1.00	$	393,939	393,939	06/13/2022	06/13/2022	08/15/2022	Closed

Series #4	A residential property located at 4726 Avenida La Flora Desierta, Joshua Tree, CA 92252	$	1.00	$	568,723	568,723	06/13/2022	06/13/2022	09/12/2022	Closed

Series #6	A residential property located at 3903 Mendocino Dr, Galveston, TX 77554	$	1.00	$	512,176	512,176	08/16/2022	08/16/2022	09/19/2022	Closed

Series #7	A residential property located at 24 Tano Vida, Santa Fe, NM 87506	$	1.00	$	1,189,570	1,189,570	08/16/2022	08/16/2022	09/13/2022	Closed

Series #8	A residential property located at 326 Tanglewood Cv, Blue Ridge, GA 30513	$	1.00	$	558,383	558,383	08/16/2022	08/16/2022	09/13/2022	Closed

Series #9	A residential property located at 4520 N Quartz Hill Dr, Tucson, AZ 85750	$	1.00	$	883,283	883,283	09/06/2022	09/06/2022	11/14/2022	Closed

Series #11	A residential property located at 25 E Circle Dr, Sedona, AZ 86336	$	1.00	$	1,445,454	1,445,454	09/06/2022	09/06/2022	10/17/2022	Closed

Series #13	A residential property located at 6572 Serviceberry Dr, Park City, UT 84098	$	1.00		$850,498	850,498	09/26/2022	09/26/2022	12/08/2022	Closed

Series #16	A residential property located at 2000 Aska Rd, Blue Ridge, GA 30513	$	1.00		$694,949	694,949	01/24/2023	01/25/2023	02/22/2023	Closed

Series #17	A residential property located at 3 W Lake Ct, Sunrise Beach, MO 65079	$	1.00	$879,343	879,343	02/27/2023	02/28/2023	03/31/2023	Closed

Series #18	A residential property located at 22802 Ann Miller Rd, Panama City Beach, FL, 32413	$	1.00	$1,410,101	1,410,101	03/20/2023	03/21/2023	07/24/2023	Closed

Recent Developments

On January 3, 2024, the Managing Member determined to shut down the Here Collection fractional investment platform. The Managing Member has listed each Series property for sale, and once all the Series properties are sold, Here Collection will be returning the net proceeds to the applicable investors in each of the Series.

Neither Here nor the Managing Member nor any of their affiliates will earn any fee or revenue from the property sales, other than with respect to the interests in each of our Series (collectively, “Series Interests”)owned by them which will receive distributions alongside other investors. The Managing Member will not receive any fees or other compensation related to the sales but is entitled to receive payment of deferred fees and advances including deferred asset management fees, property management fees, and loans made to each Series.

The Managing Member, in its discretion and in accordance with the terms outlined in the Here Collection limited liability company agreement, has determined that it is reasonable and in the best interest of the Series investors to delay the final distribution of sale proceeds until all Series properties have been sold. This delay is necessary to accurately assess and allocate funds for post-sale wind-down costs. The Managing Member anticipates finalizing and announcing the comprehensive distribution details for all Series once all Series properties are sold. This approach ensures a fair and equitable distribution to all Series investors and allows for a more accurate determination of the liquidation proceeds.

The Managing Member may also provide additional information on the amount of liquidating distributions in a subsequent filing once all Series properties are sold and the final distributions are determined.

For information about the current status of each of the Series property sales, see “Our Investments”, below.

Employees

Here Collection currently has 0 full-time employees and 0 part-time employees.

Here Investments, as the Managing Member of the Company and the Managing Member of Here PM LLC (“Here PM”, and in its role as property manager, the “Property Manager”) and of each of the Series, currently has 2 full-time employees, including its CEO Corey Walters, all of whom work remotely.

Intellectual Property

Here Investments has applied for the trademark protection for “Here.” As of the date of this Annual Report, the application is still pending.

Regulation

As an owner/operator of vacation rental properties, we are subject to federal, state and local regulations governing short-term rental operations, most notably tax regulations and licensing requirements that differ from state to state and city to city. We are also subject to federal, state and local laws that affect property ownership generally, including environmental laws, certificates of occupancy limitations, and laws related to accommodations for persons with disabilities. See the discussion in the “Risk Factors” section contained in our latest Offering Circular regarding some of these regulations and the risks they pose for our business.

The Company believes it is in compliance with all necessary federal, state, and local regulations involved in its business.

Litigation

As of the date of this Annual Report, the Company is not a party to any litigation.

Risk Factors

We face risks and uncertainties that could affect us and our business as well as the real estate industry generally. These risks are outlined under the heading “Risk Factors” contained in our latest Offering Circular,. In addition, new risks may emerge at any time and we cannot predict such risks or estimate the extent to which they may affect our financial performance. These risks could result in a decrease in the value of the Series Interests.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes thereto contained in this Annual Report. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the statements regarding forward-looking information. See “Statements Regarding Forward-Looking Information”. Unless otherwise indicated, the latest results discussed below are as of December 31, 2023.

Offering Results

During the period from inception to December 31, 2022, the Managing Member, as the Company’s sole member, advanced the Company $230 to pay for initial formation costs, resulting in total expenses of $230 and a net loss of $230.

During the period from inception to December 31, 2022, the Company commenced Regulation A offerings of 10 Series and such Series have raised aggregate offering proceeds of $7,240,810 and acquired 10 properties.

During the period from January 1, 2023 to December 31, 2023, the Company commenced Regulation A offerings of an additional 3 Series and such Series have raised aggregate offering proceeds of $2,984,393 and acquired 3 properties.

Results of Operations

The following table sets forth key components of our results of operations during the year ended December 31, 2023 and the year ended December 31, 2022.

Total Combined for all Series	Year	Year
	Ended	Ended
	December 31,	December 31,
	2023	2022

Rental Revenue	$ 702,878	$ 108,046
Total Revenue	702,878	108,046

Operating Expenses:
Repairs and maintenance	276,625	45,380
Insurance expense	35,824	29,806
Utilities	111,186	26,563
Property taxes	73,722	34,321
Depreciation	400,119	37,992
Loss on impairment of Fixed Assets	3,004,669	0
Property management fees	171,261	20,426
Asset management fees	116,545	43,487
Total operating expenses	4,189,951	237,975

Loss from operations	(3,487,073)	(129,929)

Interest & other expenses
Interest expense	(521,575)	(142,500)
Other expenses	(547,915)	(31,694)
Total interest & other expenses	(1,069,490)	(174,194)

Net loss	$ (4,556,563)	$ (304,123)

Revenues

Revenues are generated at the Series level. Each Series generates revenue through rental income earned from its underlying property. Our total revenue for all Series was $702,878 for the year ended December 31, 2023.

	December 31, 2023	December 31, 2022
Series #1	$ $ 33,280	$ 25,835
Series #2	60,954	19,840
Series #3	56,669	28,759
Series #4	10,655	-
Series #6	71,989	16,095
Series #7	121,568	14,851
Series #8	60,907	2,666
Series #9	71,830	-
Series #11	87,020	-
Series #13	41,088	-
Series #16	24,408	-
Series #17	39,027	-
Series #18	23,483	-
Total	$ $ 702,878	$ 108,046

Operating Expenses

The operating expenses incurred by each Series prior to such Series acquiring title to its underlying property from Here Investments are paid by the Managing Member, subject to reimbursement from the applicable Series. For more information about the operating expenses of the Series, please see “Summary—Compensation Paid to our Managing Member and its Affiliates” of our Offering Circular, and which is incorporated herein by reference.

For the year ended December 31, 2023, the Series in the aggregate incurred $3,902,145 in operating expenses (on a total combined basis).

	December 31, 2023	December 31, 2022
Series #1	$ 61,975	$ 33,204
Series #2	173,069	30,627
Series #3	214,245	19,902
Series #4	490,755	9,749
Series #6	302,942	29,091
Series #7	467,914	28,930
Series #8	283,692	10,956
Series #9	121,027	4,690
Series #11	558,573	4,828
Series #13	218,875	2,083
Series #16	269,610	-
Series #17	239,529	-
Series #18	499,939	-
Total	$ 3,902,145	$ 174,060

Net Income/(Loss)

As a result of the cumulative effect of the foregoing factors, we generated aggregate net losses of the following:

	December 31, 2023	December 31, 2022
Series #1	$ (58,150)	$ (15,037)
Series #2	(239,417)	(49,573)
Series #3	(257,740)	(22,133)
Series #4	(617,157)	(41,115)
Series #6	(308,028)	(31,893)
Series #7	(514,386)	(50,645)
Series #8	(304,247)	(24,474)
Series #9	(177,322)	(19,520)
Series #11	(670,835)	(38,366)
Series #13	(315,122)	(11,369)
Series #16	(286,340)	-
Series #17	(254,821)	-
Series #18	(552,998)	-
Total	$ (4,556,563)	$ (304,125)

Distributions

To date, we have declared the following distributions for holders of our Series Interests:

Series of Here Collection LLC	Distribution Date	Amount of Distribution per Series Interest	Form 1-U
Series #1	07/29/2022	$0.018	1-U
Series #1	11/30/2022	$0.013	1-U
Series #1	02/16/2023	$0.025	1-U
Series #1	06/05/2023	$0.02	1-U
Series #2	02/16/2023	$0.008	1-U
Series #2	06/05/2023	$0.0166	1-U
Series #3	02/16/2023	$0.006	1-U
Series #4	02/16/2023	$0.013	1-U
Series #6	02/16/2023	$0.003	1-U
Series #7	02/16/2023	$0.013	1-U
Series #8	02/16/2023	$0.006	1-U

Redemption Plan

In order to provide an opportunity to investors who need to establish liquidity after acquiring Series Interests, each Series provides a limited redemption right to investors. Subject to Section 7.5 of the Company’s Second Amended and Restated Limited Liability Company Agreement (our “Operating Agreement”) and unless stated otherwise in the applicable Series Designation (as defined in our Operating Agreement), a Member (as defined in our Operating Agreement) associated with one or more Series may request the redemption of his, her, or its Series Interests as follows:

●

For redemption requests made in the first twelve (12) months following the acquisition of Series Interests in an offering, the redemption price will be equal to eighty percent (80%) of the purchase price of the Series Interests being redeemed reduced by (i) the aggregate sum of distributions already paid to the Member with respect to such Series Interests, rounded down to the nearest cent, and (ii) the aggregate sum of distributions, if any, that are declared but unpaid with respect to such Series Interests subject to the redemption request.

●

For redemption requests made in the second twelve (12) months following the acquisition of Series Interests in an offering, the redemption price will be equal to ninety percent (90%) of the purchase price of the Series Interests being redeemed, which will not be reduced by the aggregate sum of distributions, if any, that have been paid with respect to such Series Interests prior to the date of the redemption request or have been declared by the Managing Member but are unpaid with record dates during the period between the redemption request date and the redemption date.

	●	For redemption requests made thereafter, the redemption price will be equal to one-hundred percent (100%) of the purchase price of the Series Interests being redeemed and will similarly not be reduced by paid or declare but unpaid distributions.
	●	Among other limitations detailed in the Operating Agreement, Members in the aggregate are limited to redemption requests of up to ten percent (10%) of the Series’ then cash flow.

The Managing Member may, in its sole discretion, amend, suspend, or terminate the redemption plan at any time without prior notice, including to protect the Series’ operations and non-redeemed Members, to prevent an undue burden on the Series’ liquidity, to maintain the Company’s tax status, to comply with federal securities laws and regulations, or for any other reason.

Critical Accounting Policies

Our accounting policies have been established to conform with U.S. Generally Accepted Accounting Principles (“GAAP”). The preparation of financial statements in conformity with GAAP requires us to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates on the Company’s financial statements and the reported amounts of revenue and expenses during the reporting periods. We believe that we have made these estimates and assumptions in an appropriate manner and in a way that accurately reflects our financial condition. We continually test and evaluate these estimates and assumptions using our historical knowledge of the business, as well as other factors, to ensure that they are reasonable for reporting purposes. However, actual results may differ from these estimates and assumptions. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied, thus resulting in a different presentation of the financial statements.

We believe our critical accounting policies govern the significant judgments and estimates used in the preparation of our financial statements.

For further information please see Note 2, Summary of Significant Accounting Policies, in our financial statements.

Liquidity and Capital Resources

The Company’s capital resources are derived from operating cash flow, once it has raised sufficient funds through the offering of Series Interests to acquire vacation rental properties. Each Series will be dependent on the net proceeds from its offering for funding to acquire these properties. Each Series will be dependent upon raising the full offering amount. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

For more information please see Note 1, Organization, Nature of Activities and Going Concern, in our financial statements.

As of December 31, 2023, the Series held no cash.

Our Investments

The current status of each of the Series properties as of the date of this Annual Report is below. The Company is in the process of selling each property and will return net proceeds to investors once the process is complete for each property. For more information about the sale process for each of the Series properties, see “Recent Developments”.

Series	Property	Status	Sales Date	Sales Amount	1-U
Series #1:	A residential property located at 1989 Loraine Rd., Largo, FL 33774 (the “Largo Property”).	Sale pending
Series #2:	A residential property located at 335 Maple Ridge Dr., Big Bear City, CA 92314 (the “Big Bear Property”).	Sold	02/20/2024	$752,500	1-U
Series #3:	A residential property located at 1182 Ski Mountain Rd., Gatlinburg, TN 37738 (the “Gatlinburg Property”).	Sale pending
Series #4:	A residential property located at 4726 Avenida La Flora Desierta, Joshua Tree, CA 92252 (the “Joshua Tree Property”).	Sale pending
Series #6:	A residential property located at 3903 Mendocino Dr, Galveston, TX 77554 (the “Galveston Property”).	Sold	04/19/2024	$530,000	1-U
Series #7:	A residential property located at 24 Tano Vida, Santa Fe, NM 87506 (the “Santa Fe Property”).	Sold	04/03/2024	$1,400,000	1-U
Series #8:	A residential property located at 326 Tanglewood Cv, Blue Ridge, GA 30513 (the “Tanglewood Property”).	Sold	04/18/2024	$570,000	1-U
Series #9:	A residential property located at 4520 N Quartz Hill Dr, Tucson, AZ 85750 (the “Sabino Property”).	Sold	04/04/2024	$1,065,500	1-U
Series #11:	A residential property located at 25 E Circle Dr, Sedona, AZ 86336 (the “Terracotta Property”).	Sold	01/25/2024	$1,600,000	1-U
Series #13:	A residential property located at 6572 Serviceberry Dr, Park City, UT 84098 (the “Snowdancer Property”).	Sold	03/15/2024	$1,020,000	1-U
Series #16	A residential property located at 2000 Aska Rd, Blue Ridge, GA 30513 (the “Mountaineer Property”).	Sold	04/25/2024	$357,000	1-U
Series #17	A residential property located at 3 W Lake Ct, Sunrise Beach, MO 65079 (the “Hawthorn Property”)	Sold	02/21/2024	$592,725	1-U
Series #18	A residential property located at 22802 Ann Miller Rd, Panama City Beach, FL, 32413 (the “Whitefin Property”)	Sold	04/03/2024	$804,000	1-U

Going Concern

The accompanying financial statements have been prepared assuming the Company and each Series will continue as a going concern. The Company will require additional capital until revenue from operations are sufficient to cover operational costs. These matters raise substantial doubt about the Company’s ability to continue as a going concern.

During the next 12 months, the Company intends to fund operations through proceeds from offerings, revenues generated and debt and/or equity financing arrangements. There are no assurances that management will be able to raise capital on terms acceptable to the Company. If it is unable to obtain enough additional capital, it may be required

to reduce the scope of its planned development and operations, which could harm its business, financial condition and operating results. The accompanying financial statements do not include any adjustments that might result from these uncertainties.

Off-Balance Sheet Arrangements

As of December 31, 2023 and December 31, 2022, we had no off-balance sheet arrangements.

Related Party Transactions

For further information regarding “Related Party Transactions,” please see Note 7, Related Party Transactions in our financial statements.

Subsequent Events

For further information regarding “Subsequent Events,” please see Note 10, Subsequent Events in our financial statements.

Item 3.

Directors and Officers

Our Managing Member

In accordance with the Operating Agreement and the Series Designation for each Series, Here Investments Inc. is the initial member of each Series. Here Investments Inc. is also the Managing Member of Here Collection. Finally, Here PM LLC, a wholly owned subsidiary of Here Investments Inc., is the Property Manager of each Series. The sole member of Here PM is Here Investments Inc. and its manager is Corey Ashton Walters. Biographical information for Mr. Walters is set forth below. Mr. Walters is the Chief Executive Officer, Chief Financial Officer, and Director of Here Investments Inc.

Name		Position		Age		Date of Appointment		Full Time/ Part Time
Corey Ashton Walters		Chief Executive Officer, Chief Financial Officer, Director		33		February 23, 2021		Full Time

Corey Ashton Walters, Chief Executive Officer, Chief Financial Officer and Director

Prior to founding Here in 2021, Corey Walters co-founded Homeworthy in 2017, a technology enabled cloud real estate brokerage that served homeowners located in over 900 cities across the Pacific Northwest. As of 2021, Homeworthy is no longer in operation.

Compensation of Directors and Executive Officers

For the fiscal year ended December 31, 2023 and December 31, 2022, the Company did not compensate any director or executive officer of Here Investments for their services to Here Collection. As executive officers of our Managing Member, these individuals serve to manage our day-to-day affairs, oversee the review, selection and recommendation of investment opportunities, service acquired investments and monitor the performance of these investments to ensure that they are consistent with our investment objectives. Although we indirectly bear some of the costs of the compensation paid to these individuals, through fees and reimbursements we pay to our Managing Member, we do not pay any compensation directly to these individuals.

Compensation of our Managing Member

For information regarding the compensation of our Managing Member, see “Summary—Compensation Paid to our Managing Member and its Affiliates” in our Offering Circular and Note 10, Related Party Transactions in our financial statements.

Item 4.

Security Ownership of Management and Certain Securityholders

At the closing of each Series offering, Here Investments, our Managing Member, must purchase a minimum of between 0.10% and 1.0% and may purchase a maximum of 51% of Series Interests through such offering, or such other minimum and maximum percentage amount as set forth in the applicable Series Certificate of Designation for the relevant Series, for the same price as all other investors.

The table below shows the Series Interests owned by our Managing Member as of the date of this Annual Report. Except as set forth in the table below, no person holds 10% or more of any Series.

Title of Class		Outstanding Series Interests Owned	Percentage Owned
Series #1	4,700		1.21	%
Series #2	4,495		1.00	%
Series #3	4,140		1.05	%
Series #4	7,238		1.27	%
Series #6	713		0.14	%
Series #7	1,190		0.10	%
Series #8	958		0.17	%
Series #9	125,101		14.16	%
Series #11	25,066		1.73	%
Series #13	851		0.10	%
Series #16		3,445	0.13	%
Series #17		1,130	0.13	%
Series #18		1,411	0.10	%

The address for Here Investments, our Managing Member, is 1000 Brickell Avenue Suite #715 PMB 363, Miami, Florida. Corey Ashton Walters owns all of the outstanding common shares of Here Investments and owns over 90% of Here Investments on a fully diluted basis (including unexercised options).

Item 5.

Interest of Management and Others in Certain Transactions

Relationships

Property Management Agreement

Each Series has entered into, or is expected to enter into, a separate Property Management Agreement with Here PM, a wholly owned subsidiary of Here Investments. See our Offering Circular for a description of the Property Management Agreement and the fees payable to Here PM.

Real Estate Purchases

Here Collection entered into a Real Estate Purchase Agreement with Here Acquisitions (formerly Arrive 1 LLC) a wholly owned subsidiary of Here Investments, dated November 29, 2021. The Agreement provided for Here Collection’s purchase of the Largo Property, plus all furniture, fixtures and linens, at a purchase price of $344,716 plus closing costs.

HCO 1 LLC, an affiliate of Here Investments, entered into the below purchase agreements with unaffiliated third parties and assigned those purchase agreements in the table below to our other Series, as detailed in our Offering Circular. On January 3, 2024, the Managing Member determined to shut down the Here Collection fractional investment platform and list each Series property for sale. See “Our Investments above.

Purchase Agreement	Date	Purchase Price	Estimated Closing Costs	Series
Big Bear Purchase Agreement	February 27, 2022	$ 802,000	$ 4,652	Series #2
Gatlinburg Purchase Agreement	March 10, 2022	650,000	19,500	Series #3
Joshua Tree Purchase Agreement	April 4, 2022	816,000	24,480	Series #4
Galveston Purchase Agreement	July 11, 2022	649,000	12,980	Series #6
Santa Fe Purchase Agreement	July 11, 2022	1,485,000	29,700	Series #7
Tanglewood Purchase Agreement	July 19, 2022	640,000	25,600	Series #8
Sabino Purchase Agreement	August 3, 2022	845,000	16,900	Series #9
Terracotta Purchase Agreement	August 8, 2022	1,500,000	30,000	Series #11
Snowdancer Purchase Agreement	August 31, 2022	999,990	30,000	Series #13
Mountaineer Purchase Agreement	December 2, 2022	400,000	8,000	Series #16
Hawthorn Purchase Agreement	February 11, 2023	495,000	9,900	Series #17
Whitefin Purchase Agreement	February 26, 2023	800,000	16,000	Series #18

Advances

From inception to December 31, 2022 and for the year ended December 31, 2023, the Company’s Managing Member advanced the Company $230 and $0, respectively, to pay for initial formation costs.

Compensation Paid to the Managing Member and its Affiliates

Please see Note 10, Related Party Transactions in our financial statements, which is incorporated herein by reference.

Conflicts of Interest

The Company is subject to various conflicts of interest arising out of its relationship with Here Investments (the Company’s Managing Member) and its affiliates. These conflicts are discussed below.

General

The officer and director of Here Investments is also the key professional of Here Collection and has legal obligations with respect to those entities that are similar to their obligations to the Company. We do not have a policy that expressly prohibits our Managing Member or our and its directors, officers, security holders or affiliates from having a direct or indirect pecuniary interest in any asset to be acquired or disposed of by us or any Series or in any transaction to which we or any Series are a party or have an interest. Additionally, we do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Specifically, our Operating Agreement does not prevent our Managing Member and its affiliates from engaging in additional fundraising, management or investment activities, some of which could compete with us. In the future, Here Investments, any officers or directors of Here Investments and other affiliates of Here Investments may organize other real estate-related entities or provide real estate related services to us or other persons or entities.

Allocation of Acquisition Opportunities

From time to time, Here Investments may create new entities that will acquire real estate assets and make offers of securities to accredited investors (and/or foreign investors) under Regulation D of the Securities Act of 1933, as amended (“Regulation D”) or Regulation A or otherwise. Here Investments will, in its sole discretion, determine which entity will be responsible for acquiring a specific asset.

Allocation of the Company’s Affiliates’ Time

The Company relies on Here Investments’ real estate professionals and other staff, who act on behalf of Here Investments and the Company for the day-to-day operation of their respective businesses. Mr. Walters is the Chief Executive Officer and Chief Financial Officer and sole director of Here, the Managing Member of the Company, as well as the manager of Here PM and the other subsidiaries of Here Investments. As a result of his and Here Investments staff’s interests in other entities related to Here Investments, the obligations to other investors and the fact that Mr. Walters and the Here Investments staff engage in and will continue to engage in other business activities, they will face conflicts of interest in allocating time among the Company, Here Investments, other related entities and other business activities in which they are involved. However, the Company believes that Here Investments and its affiliates have sufficient real estate professionals to fully discharge their responsibilities to the entities related to Here Investments for which they work.

Please see Note 10, Related Party Transactions in our financial statements, which is incorporated herein by reference.

Item 6.

Other Information

None.

Item 7.

Financial Statements

INDEX TO FINANCIAL STATEMENTS
Report of Independent Auditor	F-1
Here Collection LLC and Here Collection Series Group Combined Balance Sheets	F-2
Here Collection LLC and Here Collection Series Group Combined Statements of Operations	F-8
Here Collection LLC and Here Collection Series Group Combined Statements of Members’ Equity	F-14
Here Collection LLC and Here Collection Series Group Combined Statements of Cash Flows	F-16
Notes to Financial Statements for Here Collection LLC and Here Collection Series Group	F-20

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Here Collection LLC

Opinion on the Financial Statements

We have audited the accompanying combined balance sheets of Here Collection LLC as of December 31, 2023 and 2022, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/S/ BF Borgers CPA PC (PCAOB ID 5041)

We have served as the Company's auditor since 2021

Lakewood, CO

April 29, 2024

F-1

HERE COLLECTION LLC AND THE SERIES OF HERE COLLECTION LLC

COMBINED BALANCE SHEETS

DECEMBER 31, 2023

	Here Collection LLC	Series #1	Series #2	Series #3	Series #4
Assets
Cash	`-`	-	-	-	-
Fixed Assets (net)	`-`	343,847	845,257	713,782	984,487
Impairment loss on fixed assets		(23,847)	(92,757)	(163,882)	(424,587)
Due from related parties	`-`	-	-	-	-
Other Assets	`-`	21,440	27,654	23,907	34,060
Total assets	`-`	341,440	780,154	573,807	593,960

Liabilities and Member’s Deficit
Due to related parties	`230`	25,287	138,500	59,741	155,009
Loan Payable	`-`	-	481,200	400,000	528,500
Total liabilities	`230`	25,287	619,700	459,741	683,509

Commitments & Contingencies (Note 9)

Members’ equity:
Retained Earnings	`(230)`	(15,037)	(49,573)	(22,133)	(41,115)
Capital Contributions	`-`	389,340	449,444	393,939	568,723
Net Income & Dividends	`-`	(58,150)	(239,417)	(257,740)	(617,157)
Total member’s equity	`(230)`	316,153	160,454	114,066	(89,549)
Total liabilities and member’s equity	`-`	341,440	780,154	573,807	593,960

The accompanying notes are an integral part of these combined audited financial statements.

F-2

HERE COLLECTION LLC AND THE SERIES OF HERE COLLECTION LLC

COMBINED BALANCE SHEETS

DECEMBER 31, 2023

	Series #6	Series #7	Series #8	Series #9	Series #11
Assets
Cash	-	-	-	-	-
Fixed Assets (net)	760,854	1,731,116	777,140	1,086,794	2,043,166
Impairment loss on fixed assets	(230,854)	(331,116)	(215,140)	(21,294)	(443,166)
Due from related parties	-	-	-	-	-
Other Assets	33,373	77,040	36,077	55,088	89,138
Total assets	563,373	1,477,040	598,077	1,120,588	1,689,138

Liabilities and Member’s Deficit
Due to related parties	66,526	110,000	48,414	11,647	207,793
Loan Payable	324,500	742,500	320,000	422,500	745,000
Total liabilities	391,026	852,500	368,414	434,147	952,793

Commitments & Contingencies (Note 9)

Members’ equity:
Retained Earnings	(31,893)	(50,645)	(24,474)	(19,520)	(38,366)
Capital Contributions	512,268	1,189,571	558,384	883,283	1,445,546
Net Income & Dividends	(308,028)	(514,386)	(304,247)	(177,322)	(670,835)
Total member’s equity	172,347	624,540	229,663	686,441	736,345
Total liabilities and member’s equity	563,373	1,477,040	598,077	1,120,588	1,689,138

The accompanying notes are an integral part of these combined audited financial statements.

F-3

HERE COLLECTION LLC AND THE SERIES OF HERE COLLECTION LLC

COMBINED BALANCE SHEETS

DECEMBER 31, 2023

	Series #13	Series #16	Series #17	Series #18	Total
Assets
Cash	-	-	-	-	-
Fixed Assets (net)	1,205,044	587,562	785,092	1,246,953	13,111,094
Impairment loss on fixed assets	(185,044)	(237,662)	(192,367)	(442,953)	(3,004,669)
Due from related parties	-	58,709	31,797	53,103	143,609
Other Assets	57,349	-	-	-	455,126
Total assets	1,077,349	408,609	624,522	857,103	10,705,160

Liabilities and Member’s Deficit
Due to related parties	53,392	-	-	-	876,539
Loan Payable	499,950	-	-	-	4,464,150
Total liabilities	553,342	-	-	-	5,340,689

Commitments & Contingencies (Note 9)

Members’ equity:
Retained Earnings	(11,369)	-	-	-	(304,355)
Capital Contributions	850,498	694,949	879,343	1,410,101	10,225,389
Net Income & Dividends	(315,122)	(286,340)	(254,821)	(552,998)	(4,556,563)
Total member’s equity	524,007	408,609	624,522	857,103	5,364,471
Total liabilities and member’s equity	1,077,349	408,609	624,522	857,103	10,705,160

The accompanying notes are an integral part of these combined audited financial statements.

F-4

HERE COLLECTION LLC AND THE SERIES OF HERE COLLECTION LLC

COMBINED BALANCE SHEETS

DECEMBER 31, 2022

	Here Collection LLC	Series 1	Series 2	Series 3
Assets
Cash	`$-`	`$-`	`$-`	`$-`
Fixed Assets (net)	`-`	`343,996`	`874,242`	`732,902`
Due from related parties	`-`	`8,082`	`-`	`3,179`
Other Assets	`-`	`22,225`	`33,198`	`25,725`
Total assets	`-`	`374,303`	`907,440`	`761,806`

Liabilities and Members’ Deficit
Due to related parties	`230`	`-`	`26,369`	`-`
Loan Payable	`-`	`-`	`481,200`	`390,000`
Total liabilities	`230`	`-`	`507,569`	`390,000`

Commitments & Contingencies (Note 9)

Members’ equity:
Capital Contributions	`-`	`389,340`	`449,444`	`393,939`
Net Income & Dividends		`(15,037)`	`(49,573)`	`(22,133)`
Total members’ equity	`-`	`374,303`	`399,871`	`371,806`
Total liabilities and members’ equity	`$230`	`$374,303`	`$907,440`	`$761,806`

The accompanying notes are an integral part of these combined audited financial statements.

F-5

HERE COLLECTION LLC AND THE SERIES OF HERE COLLECTION LLC

COMBINED BALANCE SHEETS

DECEMBER 31, 2022

	Series 4	Series 6	Series 7	Series 8
Assets
Cash	`$-`	`$-`	`$-`	`$-`
Fixed Assets (net)	`916,921`	`779,992`	`1,795,026`	`799,609`
Due from related parties	`103,454`	`-`	`31`	`15,554`
Other Assets	`37,634`	`43,754`	`86,369`	`38,747`
Total assets	`1,058,008`	`823,747`	`1,881,426`	`853,910`

Liabilities and Members’ Deficit
Due to related parties	`-`	`18,872`	`-`	`-`
Loan Payable	`530,400`	`324,500`	`742,500`	`320,000`
Total liabilities	`530,400`	`343,372`	`742,500`	`320,000`

Commitments & Contingencies (Note 9)

Members’ equity:
Capital Contributions	`568,723`	`512,268`	`1,189,571`	`558,384`
Net Income & Dividends	`(41,115)`	`(31,893)`	`(50,645)`	`(24,474)`
Total members’ equity	`527,608`	`480,374`	`1,138,926`	`533,910`
Total liabilities and members’ equity	`$1,058,008`	`$823,747`	`$1,881,426`	`$853,910`

The accompanying notes are an integral part of these combined audited financial statements

F-6

HERE COLLECTION LLC AND THE SERIES OF HERE COLLECTION LLC

COMBINED BALANCE SHEETS

DECEMBER 31, 2022

	Series 9	Series 11	Series 13	Total Combined
Assets
Cash	`$-`	`$-`	`$-`	`$-`
Fixed Assets (net)	`1,018,500`	`1,969,125`	`1,172,988`	`10,403,301`
Due from related parties	`207,955`	`86,043`	`104,039`	`528,337`
Other Assets	`59,809`	`97,012`	`62,052`	`506,525`
Total assets	`1,286,263`	`2,152,180`	`1,339,079`	`11,438,163`

Liabilities and Members’ Deficit
Due to related parties	`-`	`-`	`-`	`45,241`
Loan Payable	`422,500`	`745,000`	`499,950`	`4,456,050`
Total liabilities	`422,500`	`745,000`	`499,950`	`4,501,291`

Commitments & Contingencies (Note 9)

Members’ equity:
Capital Contributions	`883,283`	`1,445,546`	`850,498`	`7,240,995`
Net Income & Dividends	`(19,520)`	`(38,366)`	`(11,369)`
Total members’ equity	`863,763`	`1,407,180`	`839,129`	`6,936,871`
Total liabilities and members’ equity	`$1,286,263`	`$2,152,180`	`$1,339,079`	`$11,438,163`

The accompanying notes are an integral part of these combined audited financial statements.

F-7

HERE COLLECTION LLC AND THE SERIES OF HERE COLLECTION LLC

COMBINED STATEMENTS OF OPERATIONS

FOR THE PERIOD FROM JANUARY 1, 2023 TO DECEMBER 31, 2023

	Here	Series #1	Series #2	Series #3	Series #4

Rental Revenue	`$-`	`33,280`	`60,954`	`56,669`	`10,655`
Total Revenue	`-`	`33,280`	`60,954`	`56,669`	`10,655`

Operating Expenses:
Repairs and maintenance	`-`	`12,449`	`25,732`	`19,142`	`11,344`
Insurance expense	`-`	`5,467`	`2,680`	`1,584`	`1,427`
Utilities	`-`	`6,853`	`11,940`	`5,055`	`14,670`
Property taxes	`-`	`7,431`	`10,436`	`90`	`9,795`
Depreciation	`-`	`5,928`	`29,524`	`24,492`	`28,932`
Loss on Impairment of fixed assets	`-`	`23,847`	`92,757`	`163,882`	`424,587`
Total operating expenses	`-`	`61,975`	`173,069`	`214,245`	`490,755`

Loss from operations	`-`	`(28,695)`	`(112,115)`	`(157,576)`	`(480,100)`

Fees, Interest & other expenses
Property Management Fees	`-`	`(3,328)`	`(15,238)`	`(14,167)`	`(3,197)`
Asset Management Fee	`-`	`(3,650)`	`(7,590)`	`(6,899)`	`(7,799)`
Interest expense	`-`	`-`	`(78,527)`	`(56,356)`	`(93,228)`
Other expenses	`-`	`(22,477)`	`(25,947)`	`(22,742)`	`(32,833)`
Total Fees, Interest & other expenses	`-`	`(29,455)`	`(127,302)`	`(100,164)`	`(137,057)`

Net income / (loss)	`$-`	`(58,150)`	`(239,417)`	`(257,740)`	`(617,157)`

The accompanying notes are an integral part of these combined audited financial statements.

F-8

HERE COLLECTION LLC AND THE SERIES OF HERE COLLECTION LLC

COMBINED STATEMENTS OF OPERATIONS

FOR THE PERIOD FROM JANUARY 1, 2023 TO DECEMBER 31, 2023

	Series #6	Series #7	Series #8	Series #9	Series #11

Rental Revenue	`71,989`	`121,568`	`60,907`	`71,830`	`87,020`
Total Revenue	`71,989`	`121,568`	`60,907`	`71,830`	`87,020`

Operating Expenses:
Repairs and maintenance	`25,151`	`33,895`	`28,537`	`45,379`	`26,830`
Insurance expense	`1,836`	`2,773`	`1,791`	`2,047`	`3,395`
Utilities	`9,997`	`22,146`	`6,149`	`9,390`	`6,152`
Property taxes	`9,976`	`11,411`	`717`	`7,593`	`2,915`
Depreciation	`25,128`	`66,573`	`31,358`	`35,324`	`76,115`
Loss on Impairment of fixed assets	`230,854`	`331,116`	`215,140`	`21,294`	`443,166`
Total operating expenses	`302,942`	`467,914`	`283,692`	`121,027`	`558,573`

Loss from operations	`(230,953)`	`(346,346)`	`(222,785)`	`(49,197)`	`(471,553)`

Fees, Interest & other expenses
Property Management Fees	`(17,997)`	`(30,392)`	`(15,227)`	`(17,958)`	`(21,755)`
Asset Management Fee	`(6,790)`	`(16,999)`	`(6,799)`	`(12,700)`	`(15,850)`
Interest expense	`(22,715)`	`(51,975)`	`(27,200)`	`(46,475)`	`(78,225)`
Other expenses	`(29,573)`	`(68,674)`	`(32,236)`	`(50,992)`	`(83,452)`
Total Fees, Interest & other expenses	`(77,075)`	`(168,040)`	`(81,462)`	`(128,125)`	`(199,282)`

Net income / (loss)	`(308,028)`	`(514,386)`	`(304,247)`	`(177,322)`	`(670,835)`

The accompanying notes are an integral part of these combined audited financial statements.

F-9

HERE COLLECTION LLC AND THE SERIES OF HERE COLLECTION LLC

COMBINED STATEMENTS OF OPERATIONS

FOR THE PERIOD FROM JANUARY 1, 2023 TO DECEMBER 31, 2023

	Series #13	Series #16	Series #17	Series #18	Total

Rental Revenue	`41,088`	`24,408`	`39,027`	`23,483`	`702,878`
Total Revenue	`41,088`	`24,408`	`39,027`	`23,483`	`702,878`

Operating Expenses:
Repairs and maintenance	`9,437`	`10,567`	`18,251`	`9,911`	`276,625`
Insurance expense	`1,686`	`3,162`	`2,959`	`5,017`	`35,824`
Utilities	`6,377`	`4,072`	`5,207`	`3,178`	`111,186`
Property taxes	`5,510`	`655`	`43`	`7,150`	`73,722`
Depreciation	`10,821`	`13,492`	`20,702`	`31,730`	`400,119`
Loss on Impairment of fixed assets	`185,044`	`237,662`	`192,367`	`442,953`	`3,004,669`
Total operating expenses	`218,875`	`269,610`	`239,529`	`499,939`	`3,902,145`

Loss from operations	`(177,787)`	`(245,202)`	`(200,502)`	`(476,456)`	`(3,199,267)`

Fees, Interest & other expenses
Property Management Fees	`(10,272)`	`(6,102)`	`(9,757)`	`(5,871)`	`(171,261)`
Asset Management Fee	`(11,090)`	`(4,790)`	`(6,290)`	`(9,299)`	`(116,545)`
Interest expense	`(66,874)`	`-`	`-`	`-`	`(521,575)`
Other expenses	`(49,099)`	`(30,246)`	`(38,272)`	`(61,372)`	`(547,915)`
Total Fees, Interest & other expenses	`(137,335)`	`(41,138)`	`(54,319)`	`(76,542)`	`(1,357,296)`

Net income / (loss)	`(315,122)`	`(286,340)`	`(254,821)`	`(552,998)`	`(4,556,563)`

The accompanying notes are an integral part of these combined audited financial statements.

F-10

HERE COLLECTION LLC AND THE SERIES OF HERE COLLECTION LLC

COMBINED STATEMENTS OF OPERATIONS

FOR THE PERIOD FROM JANUARY 1, 2022 TO DECEMBER 31, 2022

	Here Collection LLC	Series 1	Series 2	Series 3

Rental Revenue	`$-`	`$25,835`	`$19,840`	`$28,759`
Total Revenue	`-`	`25,835`	`19,840`	`28,759`

Operating Expenses:
Repairs and maintenance	`-`	`12,996`	`9,690`	`4,730`
Depreciation	`-`	`2,697`	`6,859`	`9,768`
Utilities	`-`	`3,886`	`2,176`	`3,005`
Insurance expense	`-`	`1,935`	`2,402`	`1,430`
Property taxes	`-`	`11,690`	`9,500`	`970`
Property management fees	`-`	`2,750`	`4,960`	`4,314`
Asset management fee	`-`	`2,670`	`3,877`	`3,099`
Total operating expenses	`-`	`38,624`	`39,464`	`27,315`

Loss from operations	`-`	`(12,789)`	`(19,624)`	`1,444`

Interest & other expenses
Interest expense	`-`	`-`	`(27,392)`	`(22,025)`
Other expenses	`-`	`(2,248)`	`(2,557)`	`(1,552)`
Total interest & other expenses	`-`	`(2,248)`	`(29,949)`	`(23,577)`

Net loss	`$-`	`$(15,037)`	`$(49,573)`	`$(22,133)`

The accompanying notes are an integral part of these combined audited financial statements.

F-11

HERE COLLECTION LLC AND THE SERIES OF HERE COLLECTION LLC

COMBINED STATEMENTS OF OPERATIONS

FOR THE PERIOD FROM JANUARY 1, 2022 TO DECEMBER 31, 2022

	Series 4	Series 6	Series 7	Series 8

Rental Revenue	`$-`	`$16,095`	`$14,851`	`$2,666`
Total Revenue	`-`	`16,095`	`14,851`	`2,666`

Operating Expenses:
Repairs and maintenance	`-`	`9,038`	`5,505`	`3,421`
Depreciation	`-`	`5,666`	`10,522`	`2,480`
Utilities	`5,253`	`4,635`	`3,742`	`2,057`
Insurance expense	`1,910`	`8,843`	`3,659`	`2,459`
Property taxes	`2,586`	`908`	`5,501`	`540`
Property management fees	`-`	`4,024`	`3,713`	`667`
Asset management fee	`3,569`	`3,479`	`8,077`	`3,388`
Total operating expenses	`13,318`	`36,594`	`40,719`	`15,010`

Loss from operations	`(13,318)`	`(20,499)`	`(25,868)`	`(12,344)`

Interest & other expenses
Interest expense	`(25,559)`	`(8,528)`	`(19,405)`	`(9,773)`
Other expenses	`(2,237)`	`(2,867)`	`(5,372)`	`(2,357)`
Total interest & other expenses	`(27,796)`	`(11,395)`	`(24,777)`	`(12,130)`

Net loss	`$(41,115)`	`$(31,893)`	`$(50,645)`	`$(24,474)`

The accompanying notes are an integral part of these combined audited financial statements.

F-12

HERE COLLECTION LLC AND THE SERIES OF HERE COLLECTION LLC

COMBINED STATEMENTS OF OPERATIONS

FOR THE PERIOD FROM JANUARY 1, 2022 TO DECEMBER 31, 2022

	Series 9	Series 11	Series 13	Total Combined

Rental Revenue	`$-`	`$-`	`$-`	`$108,046`
Total Revenue	`-`	`-`	`-`	`108,046`

Operating Expenses:
Repairs and maintenance	`-`	`-`	`-`	`45,380`
Depreciation	`-`	`-`	`-`	`37,992`
Utilities	`923`	`867`	`19`	`26,563`
Insurance expense	`2,058`	`3,425`	`1,686`	`29,806`
Property taxes	`1,709`	`536`	`379`	`34,320`
Property management fees	`-`	`-`	`-`	`20,426`
Asset management fee	`4,791`	`8,051`	`2,486`	`43,487`
Total operating expenses	`9,481`	`12,880`	`4,570`	`237,975`

Loss from operations	`(9,481)`	`(12,880)`	`(4,570)`	`(129,929)`

Interest & other expenses
Interest expense	`(6,564)`	`(19,800)`	`(3,454)`	`(142,500)`
Other expenses	`(3,474)`	`(5,686)`	`(3,345)`	`(31,694)`
Total interest & other expenses	`(10,039)`	`(25,486)`	`(6,799)`	`(174,194)`

Net loss	`$(19,520)`	`$(38,366)`	`$(11,369)`	`$(304,123)`

The accompanying notes are an integral part of these combined audited financial statements.

F-13

HERE COLLECTION LLC AND THE SERIES OF HERE COLLECTION LLC

COMBINED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY

FOR THE PERIODS FROM JANUARY 1, 2022 TO DECEMBER 31, 2022

AND JANUARY 1, 2023 TO DECEMBER 31, 2023


	Here Collection LLC	Series 1	Series 2	Series 3	Series 4
January 1, 2022	`-`	`-`	`-`	`-`	`-`
Capital Contributions		`389,340`	`449,444`	`393,939`	`568,723`
Net Income / (Loss)	`-`	`(15,037)`	`(49,573)`	`(22,133)`	`(41,115)`
December 31, 2022	`$-`	`$374,303`	`$399,871`	`$371,806`	`$527,608`

	Here Collection LLC	Series 1	Series 2	Series 3	Series 4
January 1, 2023	`-`	`374,303`	`399,871`	`371,806`	`527,608`
Capital Contributions
Net Income / (Loss)	`-`	`(58,150)`	`(239,417)`	`(257,740)`	`(617,157)`
December 31, 2023	`$-`	`316,153`	`160,454`	`114,066`	`(89,549)`

The accompanying notes are an integral part of these combined audited financial statements.

F-14

HERE COLLECTION LLC AND THE SERIES OF HERE COLLECTION LLC

COMBINED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY

FOR THE PERIODS FROM JANUARY 1, 2022 TO DECEMBER 31, 2022

AND JANUARY 1, 2023 TO DECEMBER 31, 2023


	Series 6	Series 7	Series 8	Series 9	Series 11	Series 13	Total Combined
January 1, 2022	`-`	`-`	`-`	`-`	`-`	`-`	`-`
Capital Contributions	`512,268`	`1,189,571`	`558,384`	`883,283`	`1,445,546`	`850,498`	`7,240,995`
Net Income / (Loss)	`(31,893)`	`(50,645)`	`(24,474)`	`(19,520)`	`(38,366)`	`(11,369)`	`-`
December 31, 2022	`$480,374`	`$1,138,926`	`$533,910`	`$863,763`	`$1,407,180`	`$839,129`	`$7,240,995`

	Series #6	Series #7	Series #8	Series #9	Series #11	Series #13	Series #16	Series #17	Series #18	Total
January 1, 2023	480,374	1,138,926	533,910	863,763	1,407,180	839,129	-	-	-	6,936,871
Capital Contributions							694,949	879,343	1,410,101	2,984,393
Net Income / (Loss)	(308,028)	(514,386)	(304,247)	(177,322)	(670,835)	(315,122)	(286,340)	(254,821)	(552,998)	(4,556,563)
December 31, 2023	172,347	624,540	229,663	686,441	736,345	524,007	408,609	624,522	857,103	5,364,701

The accompanying notes are an integral part of these combined audited financial statements.

F-15

HERE COLLECTION LLC AND THE SERIES OF HERE COLLECTION LLC

COMBINED STATEMENTS OF CASH FLOWS

FOR THE PERIOD FROM JANUARY 1, 2023 TO DECEMBER 31, 2023

	Here	Series #1	Series #2	Series #3	Series #4
Operating Activities:
Net Income / (loss)	`$-`	`(58,150)`	(239,417)	(257,740)	(617,157)
Adjustments to reconcile net income / (loss) to net cash provided by (used in) operating activities:
Depreciation and Amortization	`-`	`5,928`	29,524	24,492	28,932
Loss on impairment of Fixed Assets	`-`	`23,847`	92,757	163,882	424,587
Changes in assets and liabilities:
Due from/(to) Related Party		`33,369`	112,139	72,920	253,299
Other Assets and Liabilities		`(785)`	(5,545)	(1,819)	(3,571)
Net cash provided by (used in) operating activities	`-`	`4,209`	(10,542)	1,736	86,090

Investing Activities
Improvements & Acquisition of Real Estate Property		`(4,209)`	10,542	(1,736)	(86,090)
Net cash provided by Financing Activities	`-`	`(4,209)`	10,542	(1,736)	(86,090)

Financing Activities
Net proceeds from the issuance of membership units	`-`	`-`	-	-	-
Net cash provided by Financing Activities	`-`	`-`	-	-	-

Net Increase (Decrease) in Cash	`-`	`-`	-	-	-
Cash at Beginning of Period	`-`	`-`	-	-	-
Cash at End of Period	`-`	`-`	-	-	-

The accompanying notes are an integral part of these combined audited financial statements.

F-16

HERE COLLECTION LLC AND THE SERIES OF HERE COLLECTION LLC

COMBINED STATEMENTS OF CASH FLOWS

FOR THE PERIOD FROM JANUARY 1, 2023 TO DECEMBER 31, 2023

	Series #6	Series #7	Series #8	Series #9	Series #11
Operating Activities:
Net Income / (loss)	(308,028)	(514,386)	(304,247)	(177,322)	(670,835)
Adjustments to reconcile net income / (loss) to net cash provided by (used in) operating activities:
Depreciation and Amortization	25,128	66,573	31,358	35,324	76,115
Loss on impairment of Fixed Assets	230,854	331,116	215,140	21,294	443,166
Changes in assets and liabilities:
Due from/(to) Related Party	52,197	110,031	63,968	319,602	294,361
Other Assets and Liabilities	(10,383)	(9,330)	(2,669)	(4,719)	(7,872)
Net cash provided by (used in) operating activities	(10,232)	(15,996)	3,550	194,179	134,935

Investing Activities
Improvements & Acquisition of Real Estate Property	10,232	15,996	(3,550)	(194,179)	(134,935)
Net cash provided by Financing Activities	10,232	15,996	(3,550)	(194,179)	(134,935)

Financing Activities
Net proceeds from the issuance of membership units	-	-	-	-	-
Net cash provided by Financing Activities	-	-	-	-	-

Net Increase (Decrease) in Cash	-	-	-	-	-
Cash at Beginning of Period	-	-	-	-	-
Cash at End of Period	-	-	-	-	-

The accompanying notes are an integral part of these combined audited financial statements.

F-17

HERE COLLECTION LLC AND THE SERIES OF HERE COLLECTION LLC

COMBINED STATEMENTS OF CASH FLOWS

FOR THE PERIOD FROM JANUARY 1, 2023 TO DECEMBER 31, 2023

	Series #13	Series #16	Series #17	Series #18	Total
Operating Activities:
Net Income / (loss)	(315,122)	(286,340)	(254,821)	(552,998)	(4,556,563)
Adjustments to reconcile net income / (loss) to net cash provided by (used in) operating activities:
Depreciation and Amortization	10,821	13,492	20,702	31,730	400,119
Loss on impairment of Fixed Assets	185,044	237,662	192,367	442,953	3,004,669
Changes in assets and liabilities:
Due from/(to) Related Party	157,431	(58,708)	(31,798)	(53,103)	1,325,709
Other Assets and Liabilities	(4,705)	-	-	-	(51,397)
Net cash provided by (used in) operating activities	33,469	(93,894)	(73,550)	(131,418)	122,536

Investing Activities
Improvements & Acquisition of Real Estate Property	(33,469)	(601,055)	(805,793)	(1,278,683)	(3,106,929)
Net cash provided by Financing Activities	(33,469)	(601,055)	(805,793)	(1,278,683)	(3,106,929)

Financing Activities
Net proceeds from the issuance of membership units	-	694,949	879,343	1,410,101	2,984,393
Net cash provided by Financing Activities	-	694,949	879,343	1,410,101	2,984,393

Net Increase (Decrease) in Cash	-	-	-	-	-
Cash at Beginning of Period	-	-	-	-	-
Cash at End of Period	-	-	-	-	-

The accompanying notes are an integral part of these combined audited financial statements.

F-18

HERE COLLECTION LLC AND THE SERIES OF HERE COLLECTION LLC

COMBINED STATEMENTS OF CASH FLOWS

FOR THE PERIOD FROM JANUARY 1, 2022 TO DECEMBER 31, 2022

Here Collection LLC

Series 1

Series 2

Series 3

Series 4

Series 6

Series 7

Series 8

Series 9

Series 11

Series 13

Total Combined

Operating Activities:

Net Loss

$-

$(15,037)

$(49,573)

$(22,133)

$(41,115)

$(31,893)

$(50,645)

$(24,474)

$(19,520)

$(38,366)

$(11,369)

$(304,123)

Adjustments to reconcile net income / (loss) to net cash provided by (used in) operating activities:

Depreciation and Amortization

-

2,697

6,859

9,768

-

5,666

10,522

2,480

-

37,992

Changes in assets and liabilities:

Due from Related Party

(8,082)

26,369

(3,179)

(103,454)

18,872

(31)

(15,554)

(207,955)

(86,043)

(104,039)

(483,096)

Other Assets

-

(22,225)

(33,198)

(25,725)

(37,634)

(43,754)

(86,369)

(38,747)

(59,809)

(97,012)

(62,052)

(506,525)

Net cash provided by (used in) operating activities

-

(42,647)

(49,543)

(41,269)

(182,202)

(51,110)

(126,522)

(76,295)

(287,283)

(221,420)

(177,460)

(1,255,752)

Investing Activities

Financing Activities

Repayments of amounts due to related party

-

(346,693)

(881,101)

(742,670)

(916,921)

(785,658)

(1,805,549)

(802,089)

(1,018,500)

(1,969,125)

(1,172,988)

(10,441,293)

Net proceeds from the issuance of membership units

-

481,200

390,000

530,400

324,500

742,500

320,000

422,500

745,000

499,950

4,456,050

Net proceeds from the issuance of membership units

-

389,340

449,444

393,939

568,723

512,268

1,189,571

558,384

883,283

1,445,546

850,498

7,240,995

Net cash provided by Financing Activities

-

42,647

49,543

41,269

182,202

51,110

126,522

76,295

287,283

221,420

177,460

1,255,752

Net Increase (Decrease) in Cash

-

Cash at Beginning of Period

-

Cash at End of Period

-

Supplemental Non Cash

Transfer of Real Estate Property from Related Party Note

-

343,996

874,242

732,902

916,921

779,992

1,795,026

799,609

1,018,500

1,969,125

1,172,988

10,403,301

The accompanying notes are an integral part of these combined audited financial statements

F-19

HERE COLLECTION LLC (HERE COLLECTION)

HERE COLLECTION SERIES GROUP (SERIES)

NOTES TO THE FINANCIAL STATEMENTS (AUDITED)

1.	ORGANIZATION, NATURE OF ACTIVITIES AND GOING CONCERN

Here Collection LLC was formed on June 15, 2021 (“Inception”) in the State of Delaware under the name Arrived Collection LLC. On July 6, 2021, an amendment to the Certificate of Formation was filed to change the name of the entity to Here 001 LLC. On January 11, 2022, another amendment was file to change the name of the entity to Here Collection LLC. The financial statements of Here Collection LLC (which may be referred to as the “Company”, “we,” “us,” or “our”) are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s headquarters are located in Miami, Florida.

Going Concern and Management’s Plans

During the next 12 months, the Company intends to fund operations through debt and/or equity financing arrangements. If it is unable to obtain enough additional capital, it may not have sufficient capital to fund its operations, which could harm its business, financial condition and operating results. The accompanying financial statements do not include any adjustments that might result from these uncertainties.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The combined financial statements of Here Collection LLC and each of the Series are being presented on a combined basis, in accordance with U.S. GAAP (ASC 810, Consolidation) due to common control by Here Investments Inc. in its capacity as Managing Member of the Company and each Series.

In the opinion of management, these financial statements reflect all adjustments consisting of normal recurring accruals, necessary for a fair statement of financial position, results of operations and cash flows for such periods. The results of operations for any interim period are not necessarily indicative of the results for the full year.

Significant Risks and Uncertainties

The Company is subject to customary risks and uncertainties with development of new technology including, but not limited to, new technological innovations, protection of proprietary technology, dependence on key personnel, costs of services provided by third parties, the need to obtain additional financing, and limited operating history.

F-20

Use of Estimates

The preparation of the combined financial statements in conformity with U.S. 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates inherent in the preparation of these financial statements include, but are not limited to, useful life of assets and depreciation expenses.

Cash

As a matter of performing its duties, the Managing Member at times will collect and hold cash on behalf of the Series. See Note 7: Related Party Transactions for more details.

Revenue

Revenues are generated at the Series level. Rental revenue, net of concessions, is recognized on a straight-line basis over the term of the lease. We will periodically review the collectability of the resident receivables and record an allowance for doubtful accounts for any estimated probable losses. Bad debt expenses will be recorded within property operating and maintenance expenses in the combined financial statements.

Real Estate Property Acquisitions

Upon acquisition from a third party, we evaluate our acquired single-family residential properties for purposes of determining whether a transaction should be accounted for as an asset acquisition or business combination. Upon adoption of ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, our purchases of homes are treated as asset acquisitions and are recorded at their purchase price, which is allocated between land, building and improvements, and in-place lease intangibles (when a resident is in place at the acquisition date) based upon their relative fair values at the date of acquisition.

Fair value is determined in accordance with ASC 820, Fair Value Measurements and Disclosures, and is primarily based on unobservable data inputs. In making estimates of fair values for purposes of allocating the purchase price of individually acquired properties subject to an existing lease, the Company utilizes its own market knowledge obtained from historical transactions, its internal construction program and published market data. In this regard, the Company also utilizes information obtained from county tax assessment records to assist in the determination of the fair value of the land and building.

Upon acquisition from a related party, the Company considers this transaction between entities under common control. Under ASC 805-50-30-5, when accounting for a transfer of assets or exchange of shares between entities under common control, the entity that receives the net assets or the equity interests, in this case, the Series, shall initially measure the recognized assets and liabilities transferred at their carrying amounts in the accounts of the transferring entity at the date of transfer.

F-21

Real Estate Depreciation

Real estate properties are stated at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of buildings, improvements and other assets. Buildings are depreciated over twenty-seven and half years and improvements and other assets are depreciated over their estimated economic useful lives, generally three to thirty years.

Once a property is ready for its intended use, expenditures for ordinary maintenance and repairs are expensed to operations as incurred. We capitalize expenditures above a pre-determined threshold that improve or extend the life of a property.

Real Estate and Impairment

The Company continuously evaluates, by property, whether there are any events or changes in circumstances indicating that the carrying amount of the Series’ single-family residential properties may not be recoverable. To the extent an event or change in circumstance is identified, a residential property is considered to be impaired only if its carrying value cannot be recovered through estimated future undiscounted cash flows from the use and eventual disposition of the property. To the extent an impairment has occurred, the carrying amount of our investment in a property is adjusted to its estimated fair value. The process whereby we assess our single-family residential properties for impairment requires significant judgment and assessment of factors that are, at times, subject to significant uncertainty. We evaluate multiple information sources and perform a number of internal analyses, each of which are important components of our process with no one information source or analysis being necessarily determinative. No impairments on any property were recorded as of December 31, 2022. Impairments were recorded as of December 31, 2023 for the following amounts:

Series	Carrying Value Pre Impairment	Impairment Loss	Carrying Value Post Impairment
Series #1	343,847	(23,847)	320,000
Series #2	845,257	(92,757)	752,500
Series #3	713,782	(163,882)	549,900
Series #4	984,487	(424,587)	559,900
Series #6	760,854	(230,854)	530,000
Series #7	1,731,116	(331,116)	1,400,000
Series #8	777,140	(215,140)	562,000
Series #9	1,086,794	(21,294)	1,065,500
Series #11	2,043,166	(443,166)	1,600,000
Series #13	1,205,044	(185,044)	1,020,000
Series #16	587,562	(237,662)	349,900
Series #17	785,092	(192,367)	592,725
Series #18	1,246,953	(442,953)	804,000
Total	13,111,094	(3,004,669)	10,106,425

Earnings per Series Interest

Basic earnings per Series Interest is calculated on the basis of weighted-average number of Series Interests outstanding during the year. Basic earnings per Series Interest is computed by dividing income available to members by the weighted-average Series Interests outstanding during the year.

F-22

Income Taxes

Here Collection LLC, a Delaware series limited liability company was formed on June 15, 2021 as a wholly owned subsidiary of Here Investments Inc., a Delaware corporation.

Each individual Series has elected to be treated as a corporation for tax purposes. Each separate Series intends to be accounted for as described in ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Series recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. There were no uncertain tax positions as of December 31, 2023 and December 31, 2022.

The Series’ determinations regarding ASC 740 may be subject to review and adjustment at a later date based upon factors including, but not limited to, an on-going analysis of tax laws, regulations and interpretations thereof.

The Series are subject to incomes taxes for U.S. federal purposes and state taxes. The Series’ tax years are open for examinations for all periods since inception.

F-23

RECENT ACCOUNTING STANDARDS

Recent Accounting Standards

In February 2016, the FASB issued ASU 2016-02, Leases, which changes the accounting for leases for both lessors and lessees. The guidance requires lessees to recognize right-of-use assets and lease liabilities for virtually all of their leases, including leases embedded in other contractual arrangements, among other changes. The standard is effective for annual reporting periods beginning after December 15, 2021, and for interim periods within fiscal years beginning after December 15, 2022. We are currently assessing the impact of this update on the presentation of our consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. ASU 2016-13 is effective for annual reporting periods, and interim periods within those years beginning after December 15, 2022, with early adoption permitted. We are currently in the process of evaluating the impact of the adoption of this standard on our consolidated financial statements.

Extended Transition Period

Under Section 107 of the Jumpstart Our Business Startups Act of 2012, we are permitted to use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This permits us to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in Section 7(a)(2)(B). By electing to extend the transition period for complying with new or revised accounting standards, these financial statements may not be comparable to companies that adopt accounting standard updates upon the public business entity effective dates.

FAIR VALUE MEASUREMENTS

Fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based on the highest and best use of the asset or liability. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The Company uses valuation techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized as follows:

Level 1 - Observable inputs, such as quoted prices for identical assets or liabilities in active markets;

Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly, such as quoted prices for similar assets or liabilities, or market-corroborated inputs; and

Level 3 - Unobservable inputs for which there is little or no market data which require the reporting entity to develop its own assumptions about how market participants would price the assets or liabilities.

The valuation techniques that may be used to measure fair value are as follows:

Market approach - Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

F-24

Income approach - Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts, including present value techniques, option-pricing models, and excess earnings method.

Cost approach - Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).

As of December 31, 2023 and December 31, 2022, each of the Series’ significant financial instruments consist of cash and cash equivalents, and related party payables. The carrying amount of each of the Series’ financial instruments approximates their fair values due to their short-term nature.

INVESTMENTS IN VACATION PROPERTIES

The following table sets forth the net carrying amount associated with each Series’ property by component as of December 31, 2023:

Series	Building	Land	Furniture	Accumulated Depreciation	Fixed Assets, Net
Series #1	115,403	225,626	11,443	`8,625`	`343,847`
Series #2	676,129	168,480	37,033	`36,384`	`845,257`
Series #3	601,783	127,737	18,522	`34,260`	`713,782`
Series #4	696,573	218,819	98,027	`28,932`	`984,487`
Series #6	512,360	230,562	48,727	`30,794`	`760,854`
Series #7	1,391,145	297,172	119,895	`77,096`	`1,731,116`
Series #8	589,185	147,296	74,496	`33,838`	`777,140`
Series #9	788,404	197,101	136,612	`35,323`	`1,086,794`
Series #11	1,383,874	355,137	380,269	`76,114`	`2,043,166`
Series #13	143,407	1,003,851	68,607	`10,821`	`1,205,044`
Series #16	409,627	102,407	89,021	`13,492`	`587,562`
Series #17	509,371	127,343	169,080	`20,702`	`785,092`
Series #18	825,368	206,342	246,974	`31,731`	`1,246,953`
Total	8,642,628	3,407,872	1,498,706	`438,113`	`13,111,094`

The following table sets forth the net carrying amount associated with each Series’ property by component as of December 31, 2022:

Series	Building	Land	Furniture and Improvements	Accumulated Depreciation	Fixed Assets, Net
Series #1	`115,403`	`225,626`	`5,664`	`(2,697)`	`343,996`
Series #2	`676,129`	`168,480`	`36,492`	`(6,859)`	`874,242`
Series #3	`601,783`	`127,737`	`13,150`	`(9,768)`	`732,902`
Series #4	`696,573`	`218,819`	`1,529`	`-`	`916,921`
Series #6	`512,360`	`230,562`	`42,736`	`(5,666)`	`779,992`
Series #7	`1,391,145`	`297,172`	`117,231`	`(10,522)`	`1,795,026`
Series #8	`589,185`	`147,296`	`65,608`	`(2,480)`	`799,609`
Series #9	`788,404`	`197,101`	`32,995`	`-`	`1,018,500`
Series #11	`1,383,874`	`355,137`	`230,114`	`-`	`1,969,125`
Series #13	`143,407`	`1,003,851`	`25,730`	`-`	`1,172,988`
Total	`6,898,263`	`2,971,781`	`571,249`	`(37,992)`	`10,403,301`

F-25

Each Series recognized the following in depreciation expense for the year ended December 31, 2023 and December 31, 2022:

Series	2023	2022
Series #1	5,928	2,697
Series #2	29,524	6,859
Series #3	24,492	9,768
Series #4	28,932	-
Series #6	25,128	5,666
Series #7	66,573	10,522
Series #8	31,358	2,480
Series #9	35,324	-
Series #11	76,115	-
Series #13	10,821	-
Series #16	13,492	-
Series #17	20,702	-
Series #18	31,730	-
Total	400,119	37,992

MEMBER’S EQUITY (DEFICIT)

The Company is organized as a series limited liability company. As such, the liability of the members of the Company for the financial obligations of the Company is limited to each members’ contribution of capital.

RELATED PARTY TRANSACTIONS

Due from (Due to) Related Party

As part of its role as property manager, the Managing Member at times will collect rent on behalf of each of the Series. The Series will also reimburse the Managing Member for out-of-pocket expenses paid to third parties in connection with providing services to each of the Series. The following table sets forth the net amount owed to/from as of December 31, 2023 and December 31, 2022:

	December 31, 2023	December 31, 2022
Series #1	(25,287)	8,082
Series #2	(138,500)	(26,369)
Series #3	(59,741)	3,179
Series #4	(155,009)	103,454
Series #6	(66,526)	(18,872)
Series #7	(110,000)	31
Series #8	(48,414)	15,554
Series #9	(11,647)	307,955
Series #11	(207,793)	86,043
Series #13	(53,392)	104,039
Series #16	58,708	-
Series #17	31,798	-
Series #18	53,103	-
Total	(732,701)	583,096

Fees Paid to Related Parties

Each Series will pay the following fees to the Managing Member or its affiliates:

·Property Management Fees: Pursuant to a property management agreement with the Property Manager, each Series will pay a monthly property management fee to the Property Manager, a controlled affiliate of the

F-26

Managing Member, equal to a percentage (as specified in the relevant Property Management Agreement) of the Gross Receipts received by a Series during the immediately preceding month. These fees range from 25% to 40% of the Gross Receipts of a Series. “Gross Receipts” means (i) receipts from the short-term or long-term rental of the Underlying Assets; (ii) receipts from rental escalations, late charges and/or cancellation fees (iii) receipts from tenants for reimbursable operating expenses; (iv) receipts from concessions granted or goods or services provided in connection with the Underlying Assets or to the tenants or prospective tenants; (v) other miscellaneous operating receipts; and (vi) proceeds from rent or business interruption insurance, excluding (A) tenants’ security or damage deposits until the same are forfeited by the person making such deposits; (B) property damage insurance proceeds; and (C) any award or payment made by any governmental authority in connection with the exercise of any right of eminent domain.

·Asset Management Fee: On a quarterly basis beginning on the first quarter end date following the initial closing date of the issuance of Series Interests, each Series will pay the Managing Member an asset management fee, payable quarterly in arrears, equal to 0.25% (1% annualized) of Asset Value as of the last day of the immediately preceding quarter. “Asset Value” at any date means the fair market value of assets in each Series representing the purchase price that a willing buyer having all relevant knowledge would pay a willing seller for such assets in an arm’s length transaction, determined by the Managing Member in its sole discretion. The Company may obtain a third party valuation of the assets of each Series to determine “Asset Value”.

·Brokerage Fee: The brokerage fee represents a commission equal to 1% of the amount raised in each Series offering paid to Dalmore Group, LLC, a broker-dealer registered with the SEC and a member of FINRA, to perform administrative and compliance related functions in connection with each Series offering.

·Here Service Fee: The service fee represents a fee payable in connection with the search and negotiation of the property purchase and coordination of the work needed to prepare the property for rental, as set forth in the applicable Series Designation. The Managing Member determines this fee for each Series, and it is between 10-20% of the contractual purchase price of the relevant property acquired by a Series plus 10-20% of the anticipated costs of repairs and furnishings (but not capital expenditures) required to prepare the property for listing and rent.

The following table sets forth the amount of fees paid to related parties by each of the Series for the period year-ended December 31, 2023:

Series	Property Management Fees	Asset Management Fee	Brokerage Fee	Service Fee	Total
Series #1	`3,328`	`3,650`			`6,978`
Series #2	`15,238`	`7,590`			`22,828`
Series #3	`14,167`	`6,899`			`21,066`
Series #4	`3,197`	`7,799`			`10,996`
Series #6	`17,997`	`6,790`			`24,787`
Series #7	`30,392`	`16,999`			`47,391`
Series #8	`15,227`	`6,799`			`22,026`
Series #9	`17,958`	`12,700`			`30,658`
Series #11	`21,755`	`15,850`			`37,605`
Series #13	`10,272`	`11,090`			`21,362`
Series #16	`6,102`	`4,790`	`6,949`	`102,000`	`119,841`
Series #17	`9,757`	`6,290`	`8,793`	`131,000`	`155,840`
Series #18	`5,871`	`9,299`	`14,101`	`210,000`	`239,271`
Total	`171,261`	`116,545`	`29,843`	`443,000`	`760,649`

F-27

The following table sets forth the amount of fees paid to related parties by each of the Series for the period year-ended December 31, 2022:

Series	Property Management Fees	Asset Management Fee	Brokerage Fee	Service Fee	Total
Series #1	`2,750`	`2,670`	`3,893`	`34,417`	`43,730`
Series #2	`4,960`	`3,877`	`4,494`	`82,606`	`95,937`
Series #3	`4,314`	`3,099`	`3,939`	`67,600`	`78,953`
Series #4	`-`	`3,569`	`5,687`	`89,100`	`98,356`
Series #6	`4,024`	`3,479`	`5,213`	`83,880`	`96,596`
Series #7	`3,713`	`8,077`	`11,896`	`193,800`	`217,485`
Series #8	`667`	`3,388`	`5,584`	`84,600`	`94,238`
Series #9	`-`	`4,791`	`8,833`	`129,000`	`142,624`
Series #11	`-`	`8,051`	`14,546`	`216,000`	`238,597`
Series #13	`-`	`2,486`	`8,505`	`131,999`	`142,990`
Total	`20,426`	`43,487`	`72,590`	`1,113,002`	`1,249,506`

OTHER ASSETS

Each of the Series’ balance in prepaid expenses and deferred expenses as of December 31, 2023 is as follows:

Series	Prepaid Expenses	Deferred Offering Costs	Total Other Assets
Series #1	`-`	`21,440`	`21,440`
Series #2	`-`	`27,654`	`27,654`
Series #3	`-`	`23,907`	`23,907`
Series #4	`-`	`34,060`	`34,060`
Series #6	`-`	`33,373`	`33,373`
Series #7	`-`	`77,040`	`77,040`
Series #8	`-`	`36,077`	`36,077`
Series #9	`-`	`55,088`	`55,088`
Series #11	`-`	`89,138`	`89,138`
Series #13	`-`	`57,349`	`57,349`
Series #16	`-`	`-`	`-`
Series #17	`-`	`-`	`-`
Series #18	`-`	`-`	`-`
Total	`-`	`455,126`	`455,126`

Each of the Series’ balance in prepaid expenses and deferred expenses as of December 31, 2022 is as follows:

Series	Prepaid Expenses	Deferred Offering Costs	Total Other Assets
Series #1	`785`	`21,440`	`22,225`
Series #2	`5,545`	`27,653`	`33,198`
Series #3	`1,819`	`23,906`	`25,725`
Series #4	`3,571`	`34,063`	`37,634`
Series #6	`10,383`	`33,371`	`43,754`
Series #7	`9,330`	`77,039`	`86,369`
Series #8	`2,669`	`36,078`	`38,747`
Series #9	`4,719`	`55,090`	`59,809`
Series #11	`7,872`	`89,140`	`97,012`
Series #13	`4,705`	`57,347`	`62,052`
Total	`51,398`	`455,127`	`506,525`

F-28

Deferred Offering Costs:

Offering costs of the Company were initially paid by the Manager on behalf of the Company. These offering costs included all expenses to be paid by the Company in connection with the formation of the Company and the qualification of the Company’s Regulation A offering, and the distribution of shares, including, without limitation, expenses for printing, and amending offering statements or supplementing offering circulars, mailing and distributing costs, telephones, internet and other telecommunications costs, charges of experts and fees, expenses and taxes related to the filing, registration and qualification of the sale of shares under federal and state laws, including taxes and fees and accountants’ and attorneys’ fees.

The Manager will be paid back for these costs over the expected lifetime of the offering which is approximately 15 years, or upon sale of the Series assets, whichever is sooner. The above total represents the amount outstanding owed by each Series to the Manager as of December 31, 2023 and December 31, 2022.

COMMITMENTS AND CONTINGENCIES

Legal Proceedings

As of the date of the accompanying audited financial statements, the Company was not a party in any active or pending litigation. However, it is possible that the Company could become involved in various litigation matters arising in the ordinary course of its business. Although the Company is unable to predict with certainty the eventual outcome of any litigation, management is not aware of any litigation likely to occur that would have a material adverse effect on the financial condition or results of operations of the Company.

10.

SUBSEQUENT EVENTS

The Company has evaluated events that occur after the balance sheet date through the date the audited financial statements are available to be issued. Management has evaluated events through December 31, 2023, the date these audited financial statements were available to be issued. All significant events have been disclosed.

Here Collection LLC shutdown fractional operations as of January 3, 2024. As a result of the shutdown, the Manager has begun the sale process of each of the assets.

As of the date of this filing, the following Series have been sold:

Series	Sales Date	Sales Amount	1-U
Series #11	01/25/2024	`$1,600,000`	1-U
Series #2	02/20/2024	`$752,500`	1-U
Series #17	02/21/2024	`$592,725`	1-U
Series #13	03/15/2024	`$1,020,000`	1-U
Series #7	04/03/2024	`$1,400,000`	1-U
Series #18	04/03/2024	`$804,000`	1-U
Series #9	04/04/2024	`$1,065,500`	1-U
Series #8	04/18/2024	`$570,000`	1-U
Series #6	04/19/2024	`$530,000`	1-U
Series #16	04/25/2024	`$357,000`	1-U

F-29

Item 4. Exhibits

Exhibit No.		Description
1.1		Dalmore Agreement (incorporated by reference to the copy thereof f iled as Exhibit 1.1 to the C ompany’s Form 1-A filed on December 13, 2022)**
2.1		Certificate of Formation of Here Collection LLC, as amended (incorporated by reference to the copy thereof filed as Exhibit 2.1 to the Company’s Form 1-A filed on December 13, 2021)**
2.2		Second Amended and Restated Limited Liability Company Agreement of Here Collection LLC (incorporated by reference to the copy thereof filed as Exhibit 2.2 to the Company’s Form 1-A filed on April 21, 2022)**
2.3		Dalmore Agreement (incorporated by reference to the copy thereof filed as Exhibit 1.1 to the Offering Circular on Form 1-A filed on December 13, 2021)**
2.4		Series #2 Amended and Restated Series Designation (incorporated by reference to the copy thereof filed as Exhibit 2.4 to the Company’s Form 1-A filed on April 21, 2022)**
2.5		Series #3 Series Designation (incorporated by reference to the copy thereof filed as Exhibit 2.5 to the Company’s Form 1-A filed on April 21, 2022)**
2.6		Series #4 Series Designation (incorporated by reference to the copy thereof filed as Exhibit 2.6 to the Company’s Form 1-A filed on April 21, 2022)**
2.7		Series #6 Series Designation (incorporated by reference to the copy thereof filed as Exhibit 2.7 to the Company’s Form 1-A filed on July 22, 2022)**
2.8		Series #7 Series Designation (incorporated by reference to the copy thereof filed as Exhibit 2.8 to the Company’s Form 1-A filed on July 22, 2022)**
2.9		Series #8 Series Designation (incorporated by reference to the copy thereof filed as Exhibit 2.9 to the Company’s Form 1-A filed on July 22, 2022)**
2.10		Series #9 Series Designation (incorporated by reference to the copy thereof filed as Exhibit 2.10 to the Company’s Form 1-A filed on August 17, 2022)**
2.11		Series #10 Series Designation (incorporated by reference to the copy thereof filed as Exhibit 2.11 to the Company’s Form 1-A filed on August 17, 2022)**
2.12		Series #11 Series Designation (incorporated by reference to the copy thereof filed as Exhibit 2.12 to the Company’s Form 1-A filed on August 17, 2022)**
2.13		Series #13 Series Designation (incorporated by reference to the copy thereof filed as Exhibit 2.13 to the Company’s Form 1-A filed on September 7, 2022)**
2.14		Series #14 Series Designation (incorporated by reference to the copy thereof filed as Exhibit 2.1 4 to the Company’s Form 1-A filed on September 7, 2022)**
2.15		Series #16 Series Designation (incorporated by reference to the copy thereof filed as Exhibit 2.3 to the Company’s Form 1-A filed on December 13, 2022)**
2.16		Series #17 Series Designation (incorporated by reference to the copy thereof filed as Exhibit 2.4 to the Company’s Form 1-A filed on March 1, 2023)**
2.17		Series #18 Series Designation (incorporated by reference to the copy thereof filed as Exhibit 2.5 to the Company’s Form 1-A filed on March 1, 2023)**
4.1		Form of Subscription Agreement (incorporated by reference to the copy thereof filed as Exhibit 4.1 to the Company’s Form 1-A filed on February 14, 2023)**
6.1		Real Estate Purchase Agreement dated November 29, 2021, between Here Collection LLC (formerly Here 001 LLC) and Here Acquisitions LLC (formerly Arrive 1 LLC) (incorporated by reference to the copy thereof filed as Exhibit 6.1 to the Company’s Form 1-A filed on December 13, 2021)**
6.2		Amended and Restated Property Management Agreement between Here PM LLC and Series #1 (incorporated by reference to the copy thereof filed as Exhibit 6.2 to the Company’s Form 1-A /A filed on January 28, 2022)**
6.3		California Residential Purchase Agreement and Addendum thereto, each dated February 27, 2022, among the sellers named therein and HCO 1 LLC (incorporated by reference to the copy thereof filed as Exhibit 6.3 to the Company’s Form 1-A filed on March 14, 2022)**
6.4		Non-Binding Financing Offer from Certain Lending, Inc to HCO 1 LLC(incorporated by reference to the copy thereof filed as Exhibit 6.4 to the Company’s Form 1-A filed on March 14, 2022)**

6.5		Amended and Restated Property Management Agreement between Here PM LLC and Series #2 (incorporated by reference to the copy thereof filed as Exhibit 6.5 to the Company’s Form 1-A filed on March 14, 2022)**
6.6		Purchase and Sale Agreement and Addendum thereto, dated March 10, 2022, among the sellers named therein and HCO 1 LLC (incorporated by reference to the copy thereof filed as Exhibit 6.6 to the Company’s Form 1-A filed on April 21, 2022)**
6.7		Property Management Agreement between Here PM LLC and Series #3 (incorporated by reference to the copy thereof filed as Exhibit 6.7 to the Company’s Form 1-A filed on April 21, 2022)**
6.8		California Residential Purchase Agreement, dated April 4, 2022, among the sellers named therein and HCO 1 LLC (incorporated by reference to the copy thereof filed as Exhibit 6.8 to the Company’s Form 1-A filed on April 21, 2022)**
6.9		Property Management Agreement between Here PM LLC and Series #4 (incorporated by reference to the copy thereof filed as Exhibit 6.9 to the Company’s Form 1-A filed on April 21, 2022) **
6.10		Residential Contract for Sale and Purchase, dated April 8, 2022, among the sellers named therein and HCO 1 LLC**
6.11		Texas Residential Purchase Agreement, dated July 12, 2022, among the sellers named therein and HCO 1 LLC (incorporated by reference to the copy thereof filed as Exhibit 6.11 to the Company’s Form 1-A filed on July 22, 2022)**
6.12		Property Management Agreement between Here PM LLC and Series #6 (incorporated by reference to the copy thereof filed as Exhibit 6.12 to the Company’s Form 1-A filed on July 22, 2022)**
6.13		New Mexico Residential Purchase Agreement and Addendum thereto, dated July 13, 2022, among the sellers named therein and HCO 1 LLC (incorporated by reference to the copy thereof filed as Exhibit 6.13 to the Company’s Form 1-A filed on July 22, 2022)**
6.14		Property Management Agreement between Here PM LLC and Series #7 (incorporated by reference to the copy thereof filed as Exhibit 6.14 to the Company’s Form 1-A filed on July 22, 2022)**
6.15		Purchase and Sale Agreement, dated July 19, 2022, among the sellers named therein and HCO 1 LLC (incorporated by reference to the copy thereof filed as Exhibit 6.15 to the Company’s Form 1-A filed on July 22, 2022)**
6.16		Property Management Agreement between Here PM LLC and Series #8 (incorporated by reference to the copy thereof filed as Exhibit 6.16 to the Company’s Form 1-A filed on July 22, 2022)**
6.17		Residential Resale Real Estate Purchase Contract, dated August 3, 2022, among the sellers named therein and HCO 1 LLC (incorporated by reference to the copy thereof filed as Exhibit 6.17 to the Company’s Form 1-A filed on August 17, 2022)**
6.18		Property Management Agreement between Here PM LLC and Series #9 (incorporated by reference to the copy thereof filed as Exhibit 6.18 to the Company’s Form 1-A filed on August 17, 2022)**
6.19		California Residential Purchase Agreement, dated August 3, 2022, among the sellers named therein and HCO 1 LLC (incorporated by reference to the copy thereof filed as Exhibit 6.19 to the Company’s Form 1-A filed on August 17, 2022)**
6.20		Property Management Agreement between Here PM LLC and Series #10 (incorporated by reference to the copy thereof filed as Exhibit 6.20 to the Company’s Form 1-A filed on August 17, 2022)**
6.21		Residential Resale Real Estate Purchase Contract, dated August 7, 2022, among the sellers named therein and HCO 1 LLC (incorporated by reference to the copy thereof filed as Exhibit 6.21 to the Company’s Form 1-A filed on August 17, 2022)**
6.22		Property Management Agreement between Here PM LLC and Series #11 (incorporated by reference to the copy thereof filed as Exhibit 6.22 to the Company’s Form 1-A filed on August 17, 2022)**
6.23		Agreement of Sale, dated August 31, 2022, among the sellers named therein and HCO 1, LLC (incorporated by reference to the copy thereof filed as Exhibit 6.23 to the Company’s Form 1-A filed on September 7, 2022)**
6.24		Property Management Agreement between Here PM LLC and Series #13 (incorporated by reference to the copy thereof filed as Exhibit 6.24 to the Company’s Form 1-A filed on September 7, 2022)**
6.25		Oklahoma Contract of Sale for Real Estate, dated August 31, 2022, among the sellers named therein and HCO 1, LLC (incorporated by reference to the copy thereof filed as Exhibit 6.25 to the Company’s Form 1-A filed on September 7, 2022)**
6.26		Property Management Agreement between Here PM LLC and Series #14 (incorporated by reference to the copy thereof filed as Exhibit 6.26 to the Company’s Form 1-A filed on September 7, 2022)**

6.27		Purchase and Sale Agreement dated December 2, 2022 (incorporated by reference to the copy thereof filed as Exhibit 6.1 to the Company’s Form 1-A filed on December 13, 2022)**
6.28		Property Management Agreement between Here PM LLC and Series #16 (incorporated by reference to the copy thereof filed as Exhibit 6.2 to the Company’s Form 1-A filed on December 13, 2022)**
6.29		Purchase and Sale Agreement dated February 10, 2023 (incorporated by reference to the copy thereof filed as Exhibit 6.3 to the Company’s Form 1-A filed on February 14, 2023)**
6.30		Property Management Agreement between Here PM LLC and Series #17 (incorporated by reference to the copy thereof filed as Exhibit 6.4 to the Company’s Form 1-A filed on February 14, 2023)**
6.31		Purchase and Sale Agreement dated February 28, 2023 (incorporated by reference to the copy thereof filed as Exhibit 6.5 to the Company’s Form 1-A filed on March 1, 2023)**
6.32		Property Management Agreement between Here PM LLC and Series #18 (incorporated by reference to the copy thereof filed as Exhibit 6.6 to the Company’s Form 1-A filed on March 1, 2023)**
6.33		Purchase and Sale Agreement dated March 20, 2023 (incorporated by reference to the copy thereof filed as Exhibit 6.7 to the Company’s Form 1-A filed on March 21, 2023)**
8.1		Escrow Agreement (incorporated by reference to the copy thereof filed as Exhibit 8.1 to the Company’s Form 1-A filed on February 14, 2023)**
13.1		Testing the waters materials (incorporated by reference to the copy thereof filed as Exhibit 13 to the Company’s Form 1-A/A filed on January 28, 2022)**

Previously filed

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the State of Florida, on April 29, 2024.

Here Collection LLC

a Delaware limited liability company

By	HERE Investments Inc., a Delaware corporation Its: Managing Member

	By:	/s/ Corey Ashton Walters
	Name:	Corey Ashton Walters
	Title:	Chief Executive Officer

This Annual Report has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Corey Ashton Walters	Chief Executive Officer, Chief Financial Officer and Director of Here Investments, Inc.	April 29, 2024
Corey Ashton Walters
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)