EXPLANATORY NOTE

This is a post-qualification amendment to an offering statement on Form 1-A filed by RSE Archive, LLC. The offering statement was originally filed by RSE Archive, LLC on August 13, 2019 and has been amended by RSE Archive, LLC on multiple occasions since that date. The offering statement, as amended by pre-qualification amendments, was initially qualified by the U.S. Securities and Exchange Commission on October 11, 2019.

Different series of RSE Archive, LLC have already been offered or have been qualified but not yet launched as of the date hereof, by RSE Archive, LLC under the offering statement, as amended and qualified. Each such series of RSE Archive, LLC will continue to be offered and sold by RSE Archive, LLC following the filing of this post-qualification amendment subject to the offering conditions contained in the offering statement, as qualified.

The purpose of this post-qualification amendment is to add to the offering statement, as amended and qualified, the offering of additional series of RSE Archive, LLC. The series already offered, or qualified but not yet launched as of the date hereof, under the offering statement, and the additional series being added to the offering statement by means of this post-qualification amendment, are outlined in the “Master Series Table” contained in the section titled “Interests in Series Covered by This Amendment” of the Offering Circular to this post-qualification amendment.

This Post-Qualification Offering Circular Amendment No. 9 amends the Post-Qualification Offering Circular No. 8 of RSE Archive LLC, dated July 10, 2020, as qualified on July 20, 2020, and as may be amended and supplemented from time to time (the “Offering Circular”), to add additional securities to be offered pursuant to the Offering Circular. Unless otherwise defined below, capitalized terms used herein shall have the same meanings as set forth in the Offering Circular. An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. To the extent not already qualified under Regulation A, these securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.

POST-QUALIFICATION OFFERING CIRCULAR AMENDMENT NO. 9

SUBJECT TO COMPLETION; DATED AUGUST 7, 2020

RSE ARCHIVE, LLC

250 LAFAYETTE STREET, 2^nd FLOOR, NEW YORK, NY 10012

(347-952-8058) Telephone Number

www.rallyrd.com

This Post-Qualification Amendment relates to the offer and sale of series of interest, as described below, to be issued by RSE Archive, LLC (the “Company,” “RSE Archive,” “we,” “us,” or “our”).

		Series Membership Interests Overview
		Price to Public	Underwriting Discounts and Commissions (1)(2)(3)	Proceeds to Issuer	Proceeds to Other Persons

Series #52MANTLE	Per Unit	$132.00		$132.00
	Total Minimum	$105,600		$105,600
	Total Maximum	$132,000		$132,000

Series #71MAYS	Per Unit	$28.50		$28.50
	Total Minimum	$45,600		$45,600
	Total Maximum	$57,000		$57,000

Series #RLEXPEPSI	Per Unit	$8.90		$8.90
	Total Minimum	$14,240		$14,240
	Total Maximum	$17,800		$17,800

Series #10COBB	Per Unit	$39.00		$39.00
	Total Minimum	$31,200		$31,200
	Total Maximum	$39,000		$39,000

Series #POTTER	Per Unit	$24.00	$24.00
	Total Minimum	$57,600	$57,600
	Total Maximum	$72,000	$72,000

Series #TWOCITIES	Per Unit	$72.50	$72.50
	Total Minimum	$11,600	$11,600
	Total Maximum	$14,500	$14,500

Series #FROST	Per Unit	$67.50	$67.50
	Total Minimum	$10,800	$10,800
	Total Maximum	$13,500	$13,500

Series #BIRKINBLEU	Per Unit	$58.00	$58.00
	Total Minimum	$46,400	$46,400
	Total Maximum	$58,000	$58,000

Series #SMURF	Per Unit	$17.25	$17.25
	Total Minimum	$27,600	$27,600
	Total Maximum	$34,500	$34,500

Series #70RLEX	Per Unit	$20.00	$20.00
	Total Minimum	$16,000	$16,000
	Total Maximum	$20,000	$20,000

Series #EINSTEIN	Per Unit	$7.25	$7.25
	Total Minimum	$11,600	$11,600
	Total Maximum	$14,500	$14,500

Series #HONUS	Per Unit	$52.00	$52.00
	Total Minimum	$416,000	$416,000
	Total Maximum	$520,000	$520,000

Series #75ALI	Per Unit	$23.00	$23.00
	Total Minimum	$36,800	$36,800
	Total Maximum	$46,000	$46,000

Series #71ALI	Per Unit	$15.50	$15.50
	Total Minimum	$24,800	$24,800
	Total Maximum	$31,000	$31,000

Series #APROAK	Per Unit	$75.00	$75.00
	Total Minimum	$60,000	$60,000
	Total Maximum	$75,000	$75,000


Series #88JORDAN	Per Unit	$11.00	$11.00
	Total Minimum	$17,600	$17,600
	Total Maximum	$22,000	$22,000

Series #BIRKINBOR	Per Unit	$26.25	$26.25
	Total Minimum	$42,000	$42,000
	Total Maximum	$52,500	$52,500

Series #33RUTH	Per Unit	$38.50	$38.50
	Total Minimum	$61,600	$61,600
	Total Maximum	$77,000	$77,000

Series #SPIDER1	Per Unit	$22.00	$22.00
	Total Minimum	$17,600	$17,600
	Total Maximum	$22,000	$22,000

Series #BATMAN3	Per Unit	$78.00	$78.00
	Total Minimum	$62,400	$62,400
	Total Maximum	$78,000	$78,000

Series #ROOSEVELT	Per Unit	$19.50	$19.50
	Total Minimum	$15,600	$15,600
	Total Maximum	$19,500	$19,500

Series #ULYSSES	Per Unit	$51.00	$51.00
	Total Minimum	$20,400	$20,400
	Total Maximum	$25,500	$25,500

Series #56MANTLE	Per Unit	$1.00	$1.00
	Total Minimum	$8,000	$8,000
	Total Maximum	$10,000	$10,000

Series #AGHOWL	Per Unit	$38.00	$38.00
	Total Minimum	$15,200	$15,200
	Total Maximum	$19,000	$19,000

Series #98JORDAN	Per Unit	$64.00	$64.00
	Total Minimum	$102,400	$102,400
	Total Maximum	$128,000	$128,000

Series #18ZION	Per Unit	$30.00	$30.00
	Total Minimum	$12,000	$12,000
	Total Maximum	$15,000	$15,000

Series #SNOOPY	Per Unit	$12.75	$12.75
	Total Minimum	$20,400	$20,400
	Total Maximum	$25,500	$25,500

Series #APOLLO11	Per Unit	$32.00	$32.00
	Total Minimum	$25,600	$25,600
	Total Maximum	$32,000	$32,000

Series #24RUTHBAT	Per Unit	$85.00	$85.00
	Total Minimum	$204,000	$204,000
	Total Maximum	$255,000	$255,000

Series #YOKO	Per Unit	$80.00	$80.00
	Total Minimum	$12,800	$12,800
	Total Maximum	$16,000	$16,000

Series #86JORDAN	Per Unit	$40.00	$40.00
	Total Minimum	$32,000	$32,000
	Total Maximum	$40,000	$40,000

Series #RUTHBALL1	Per Unit	$14.50	$14.50
	Total Minimum	$23,200	$23,200
	Total Maximum	$29,000	$29,000

Series #HULK1	Per Unit	$44.50	$44.50
	Total Minimum	$71,200	$71,200
	Total Maximum	$89,000	$89,000

Series #HIMALAYA	Per Unit	$70.00	$70.00
	Total Minimum	$112,000	$112,000
	Total Maximum	$140,000	$140,000

Series #55CLEMENTE	Per Unit	$38.00	$38.00
	Total Minimum	$30,400	$30,400
	Total Maximum	$38,000	$38,000

Series #38DIMAGGIO	Per Unit	$22.00	$22.00
	Total Minimum	$17,600	$17,600
	Total Maximum	$22,000	$22,000


Series #BOND1	Per Unit	$39.00	$39.00
	Total Minimum	$31,200	$31,200
	Total Maximum	$39,000	$39,000

Series #LOTR	Per Unit	$29.00	$29.00
	Total Minimum	$23,200	$23,200
	Total Maximum	$29,000	$29,000

Series #CATCHER	Per Unit	$25.00	$25.00
	Total Minimum	$10,000	$10,000
	Total Maximum	$12,500	$12,500

Series #SUPER21	Per Unit	$1.00	$1.00
	Total Minimum	$6,800	$6,800
	Total Maximum	$8,500	$8,500

Series #BATMAN1	Per Unit	$71.00	$71.00
	Total Minimum	$56,800	$56,800
	Total Maximum	$71,000	$71,000

Series #GMTBLACK1	Per Unit	$28.00	$28.00
	Total Minimum	$22,400	$22,400
	Total Maximum	$28,000	$28,000

Series #BIRKINTAN	Per Unit	$28.00	$28.00
	Total Minimum	$22,400	$22,400
	Total Maximum	$28,000	$28,000

Series #61JFK	Per Unit	$11.50	$11.50
	Total Minimum	$18,400	$18,400
	Total Maximum	$23,000	$23,000

Series #50JACKIE	Per Unit	$1.00	$1.00
	Total Minimum	$8,000	$8,000
	Total Maximum	$10,000	$10,000

Series #POKEMON1	Per Unit	$25.00	$25.00
	Total Minimum	$100,000	$100,000
	Total Maximum	$125,000	$125,000

Series #LINCOLN	Per Unit	$20.00	$20.00
	Total Minimum	$64,000	$64,000
	Total Maximum	$80,000	$80,000

Series #STARWARS1	Per Unit	$1.00	$1.00
	Total Minimum	$9,600	$9,600
	Total Maximum	$12,000	$12,000

Series #56TEDWILL	Per Unit	$45.00	$45.00
	Total Minimum	$72,000	$72,000
	Total Maximum	$90,000	$90,000

Series #68MAYS	Per Unit	$19.50	$19.50
	Total Minimum	$31,200	$31,200
	Total Maximum	$39,000	$39,000

Series #TMNT1	Per Unit	$65.00	$65.00
	Total Minimum	$52,000	$52,000
	Total Maximum	$65,000	$65,000

Series #CAPTAIN3	Per Unit	$37.00	$37.00
	Total Minimum	$29,600	$29,600
	Total Maximum	$37,000	$37,000

Series #51MANTLE	Per Unit	$17.00	$17.00
	Total Minimum	$27,200	$27,200
	Total Maximum	$34,000	$34,000

Series #CHURCHILL	Per Unit	$1.00	$1.00
	Total Minimum	$6,000	$6,000
	Total Maximum	$7,500	$7,500

Series #SHKSPR4	Per Unit	$115.00	$115.00
	Total Minimum	$92,000	$92,000
	Total Maximum	$115,000	$115,000

Series #DAREDEV1	Per Unit	$1.00	$1.00
	Total Minimum	$9,200	$9,200
	Total Maximum	$11,500	$11,500

Series #86RICE	Per Unit	$1.00	$1.00
	Total Minimum	$18,400	$18,400
	Total Maximum	$23,000	$23,000


Series #03KOBE	Per Unit	$8.00	$8.00
	Total Minimum	$40,000	$40,000
	Total Maximum	$50,000	$50,000

Series #03LEBRON	Per Unit	$17.00	$17.00
	Total Minimum	$27,200	$27,200
	Total Maximum	$34,000	$34,000

Series #03JORDAN	Per Unit	$20.50	$20.50
	Total Minimum	$32,800	$32,800
	Total Maximum	$41,000	$41,000

Series #APEOD	Per Unit	$62.00	$62.00
	Total Minimum	$24,800	$24,800
	Total Maximum	$31,000	$31,000

Series #15PTKWT	Per Unit	$108.00	$108.00
	Total Minimum	$86,400	$86,400
	Total Maximum	$108,000	$108,000

Series #AMZFNT15	Per Unit	$65.00	$65.00
	Total Minimum	$26,000	$26,000
	Total Maximum	$32,500	$32,500

Series #FANFOUR1	Per Unit	$52.50	$52.50
	Total Minimum	$84,000	$84,000
	Total Maximum	$105,000	$105,000

Series #SOBLACK	Per Unit	$56.00	$56.00
	Total Minimum	$44,800	$44,800
	Total Maximum	$56,000	$56,000

Series #FAUBOURG	Per Unit	$75.00	$75.00
	Total Minimum	$120,000	$120,000
	Total Maximum	$150,000	$150,000

Series #85MARIO	Per Unit	$50.00	$50.00
	Total Minimum	$120,000	$120,000
	Total Maximum	$150,000	$150,000

Series #TKAM	Per Unit	$16.00	$16.00
	Total Minimum	$25,600	$25,600
	Total Maximum	$32,000	$32,000

Series #GATSBY	Per Unit	$50.00	$50.00
	Total Minimum	$160,000	$160,000
	Total Maximum	$200,000	$200,000

Series #NEWTON	Per Unit	$68.75	$68.75
	Total Minimum	$220,000	$220,000
	Total Maximum	$275,000	$275,000

Series #BATMAN6	Per Unit	$13.50	$13.50
	Total Minimum	$21,600	$21,600
	Total Maximum	$27,000	$27,000

Series #ALICE	Per Unit	$1.00	$1.00
	Total Minimum	$9,600	$9,600
	Total Maximum	$12,000	$12,000

Series #14DRC	Per Unit	$54.00	$54.00
	Total Minimum	$43,200	$43,200
	Total Maximum	$54,000	$54,000

Series #05LATOUR	Per Unit	$9.80	$9.80
	Total Minimum	$7,840	$7,840
	Total Maximum	$9,800	$9,800

Series #16PETRUS	Per Unit	$5.00	$5.00
	Total Minimum	$36,000	$36,000
	Total Maximum	$45,000	$45,000

Series #16SCREAG	Per Unit	$39.00	$39.00
	Total Minimum	$31,200	$31,200
	Total Maximum	$39,000	$39,000

Series #HALONFR	Per Unit	$27.00	$27.00
	Total Minimum	$21,600	$21,600
	Total Maximum	$27,000	$27,000

Series #AVENGERS1	Per Unit	$54.00	$54.00
	Total Minimum	$216,000	$216,000
	Total Maximum	$270,000	$270,000


Series #SUPER14	Per Unit	$25.00	$25.00
	Total Minimum	$104,000	$104,000
	Total Maximum	$130,000	$130,000

Series #94JETER	Per Unit	$45.00	$45.00
	Total Minimum	$36,000	$36,000
	Total Maximum	$45,000	$45,000

Series #62MANTLE	Per Unit	$50.00	$50.00
	Total Minimum	$120,000	$120,000
	Total Maximum	$150,000	$150,000

Series #DUNE	Per Unit	$13.25	$13.25
	Total Minimum	$10,600	$10,600
	Total Maximum	$13,250	$13,250

Series #TOS39	Per Unit	$45.00	$45.00
	Total Minimum	$108,000	$108,000
	Total Maximum	$135,000	$135,000

Series #2020TOPPS	Per Unit	$10.00	$10.00
	Total Minimum	$80,000	$80,000
	Total Maximum	$100,000	$100,000

Series #93DAYTONA	Per Unit	$21.00	$21.00
	Total Minimum	$33,600	$33,600
	Total Maximum	$42,000	$42,000

Series #TORNEK	Per Unit	$55.00	$55.00
	Total Minimum	$132,000	$132,000
	Total Maximum	$165,000	$165,000

Series #57STARR	Per Unit	$1.00	$1.00
	Total Minimum	$6,400	$6,400
	Total Maximum	$8,000	$8,000

Series #57MANTLE	Per Unit	$1.00	$1.00
	Total Minimum	$6,400	$6,400
	Total Maximum	$8,000	$8,000

Series #39TEDWILL	Per Unit	$5.00	$5.00
	Total Minimum	$22,400	$22,400
	Total Maximum	$28,000	$28,000

Series #ANMLFARM	Per Unit	$10.00	$10.00
	Total Minimum	$8,000	$8,000
	Total Maximum	$10,000	$10,000

Series #37HEISMAN	Per Unit	$46.00	$46.00
	Total Minimum	$368,000	$368,000
	Total Maximum	$460,000	$460,000

Series #JUSTICE1	Per Unit	$43.00	$43.00
	Total Minimum	$172,000	$172,000
	Total Maximum	$215,000	$215,000

Series #AF15	Per Unit	$25.00	$25.00
	Total Minimum	$160,000	$160,000
	Total Maximum	$200,000	$200,000

Series #59JFK	Per Unit	$13.00	$13.00
	Total Minimum	$20,800	$20,800
	Total Maximum	$26,000	$26,000

Series #CLEMENTE2	Per Unit	$35.00	$35.00
	Total Minimum	$56,000	$56,000
	Total Maximum	$70,000	$70,000

Series #SPIDER10	Per Unit	$5.00	$5.00
	Total Minimum	$16,800	$16,800
	Total Maximum	$21,000	$21,000

Series #GRAPES	Per Unit	$19.50	$19.50
	Total Minimum	$31,200	$31,200
	Total Maximum	$39,000	$39,000

Series #09TROUT	Per Unit	$25.00	$25.00
	Total Minimum	$200,000	$200,000
	Total Maximum	$250,000	$250,000

Series #JOBSMAC	Per Unit	$10.00	$10.00
	Total Minimum	$40,000	$40,000
	Total Maximum	$50,000	$50,000


Series #AVENGE57	Per Unit	$1.00	$1.00
	Total Minimum	$16,000	$16,000
	Total Maximum	$20,000	$20,000

Series #PICNIC	Per Unit	$27.00	$27.00
	Total Minimum	$43,200	$43,200
	Total Maximum	$54,000	$54,000

Series #79STELLA	Per Unit	$23.00	$23.00
	Total Minimum	$55,200	$55,200
	Total Maximum	$69,000	$69,000

(1) Dalmore Group, LLC (the “BOR”) will be acting as a broker of record and entitled to a Brokerage Fee (as described in “Offering Summary” – “Use of Proceeds”) and described in greater detail under “Plan of Distribution and Subscription Procedure – Broker” and “– Fees and Expenses” for additional information.

(2) DriveWealth, LLC (the “Custodian”) will be acting as custodian of interests and hold brokerage accounts for interest holders in connection with the Company’s offerings and will be entitled to a Custody Fee (as described in “Offering Summary” – “Use of Proceeds”) and described in greater detail under “Plan of Distribution and Subscription Procedure – Custodian” and “– Fees and Expenses” for additional information. For all offerings of the Company which closed or launch prior to the agreement with the Custodian, signed on January 7 , 2020, interests are transferred into the Custodian brokerage accounts upon consent of the individual investors who purchased such shares or have transferred money into escrow in anticipation of purchasing such shares at the close of the currently ongoing offerings.

(3) No underwriter has been engaged in connection with the Offering (as defined below) and neither the BOR, nor any other entity, receives a finder’ fee or any underwriting or placement agent discounts or commissions in relation to any Offering of Interests (as defined below). We intend to distribute all offerings of membership interests in any series of the Company principally through the Rally Rd.™ platform and any successor platform used by the Company for the offer and sale of interests, (the “Rally Rd.™ Platform” or the “Platform”), as described in greater detail under “Plan of Distribution and Subscription Procedure” for additional information.

The Company is offering, on a best efforts basis, a minimum (the “Total Minimum”) to a maximum (the “Total Maximum”) of membership interests of each of the following series of the Company, highlighted in gray in the “Master Series Table” in the “Interests In Series Covered By This Amendment” section. Series not highlighted in gray have completed their respective offerings at the time of this filing and the number of interests in the table represents the actual interests sold. The sale of membership interests is being facilitated by the BOR, a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and member of FINRA and is registered in each state where the offer or sales of the Interests (as defined below) will occur. It is anticipated that Interests will be offered and sold only in states where the BOR is registered as a broker-dealer. For the avoidance of doubt, the BOR does not and will not solicit purchases of Interests or make any recommendations regarding the Interests to prospective investors.

All of the series of the Company offered hereunder may collectively be referred to herein as the “Series”. The interests of all Series described above may collectively be referred to herein as the “Interests” and the offerings of the Interests may collectively be referred to herein as the “Offerings”. See “Description of the Interests Offered” for additional information regarding the Interests.

The Company is managed by RSE Archive Manager, LLC, a Delaware limited liability company (the “Manager”). The Manager is a single-member entity owned by RSE Markets, Inc. (“RSE Markets”).

It is anticipated that the Company’s core business will be the identification, acquisition, marketing and management of memorabilia, collectible items and alcohol, collectively referred to as “Memorabilia Assets” or the “Asset Class,” for the benefit of the investors. The Series assets referenced in the “Interests In Series Covered By This Amendment” section may be referred to herein, collectively, as the “Underlying Assets”. Any individuals, dealers or auction company which owns an Underlying Asset prior to a purchase of an Underlying Asset by the Company in advance of a potential Offering or the closing of an Offering from which proceeds are used to acquire the Underlying Asset may be referred to herein as an “Asset Seller.” See “Description of the Business” for additional information regarding the Asset Class.

RSE Markets will serve as the asset manager (the “Asset Manager”) for each Series of the Company and provides services to the Underlying Assets in accordance with each Series’ Asset Management Agreement (see “Description of the Business” – “Description of the Asset Management Agreement” for additional information).

This Offering Circular describes each individual Series found in the “Interests In Series Covered By This Amendment” section.

The Interests represent an investment in a particular Series and thus indirectly the Underlying Asset and do not represent an investment in the Company or the Manager generally. We do not anticipate that any Series will own any assets other than the Underlying Asset associated with such Series. However, we expect that the operations of the Company, including the issuance of additional Series of Interests and their acquisition of additional assets, will benefit investors by enabling each Series to benefit from economies of scale and by allowing investors to enjoy the Company’s Underlying Asset collection at the Membership Experience Programs (as described in “Description of the Business – Business of the Company”).

A purchaser of the Interests may be referred to herein as an “Investor” or “Interest Holder.” There will be a separate closing with respect to each Offering (each, a “Closing”). The Closing of an Offering will occur on the earliest to occur of (i) the date subscriptions for the Total Maximum Interests for a Series have been accepted or (ii) a date determined by the Manager in its sole discretion, provided that subscriptions for the Total Minimum Interests of such Series have been accepted. If Closing has not occurred, an Offering shall be terminated upon (i) the date which is one year from the date such Offering Circular or Amendment, as applicable, is qualified by the U.S. Securities and Exchange Commission, or the “Commission”, which period may be extended with respect to a particular Series by an additional six months by the Manager in its sole discretion, or (ii) any date on which the Manager elects to terminate the Offering for a particular Series in its sole discretion.

No securities are being offered by existing security-holders.

Each Offering is being conducted under Tier II of Regulation A (17 CFR 230.251 et. seq.) and the information contained herein is being presented in Offering Circular format. The Company is not offering, and does not anticipate selling, Interests in any of the Offerings in any state where the BOR is not registered as a broker-dealer. The subscription funds advanced by prospective Investors as part of the subscription process will be held in a non-interest-bearing escrow account with Atlantic Capital Bank, N.A., the “Escrow Agent”, and will not be commingled with the operating account of the Series, until, if and when there is a Closing with respect to that Series. See “Plan of Distribution and Subscription Procedure” and “Description of Interests Offered” for additional information.

A purchase of Interests in a Series does not constitute an investment in either the Company or an Underlying Asset directly, or in any other Series of Interest. This results in limited voting rights of the Investor, which are solely related to a particular Series, and are further limited by the Limited Liability Company Agreement of the Company (as amended from time to time, the “Operating Agreement”), described further herein. Investors will have voting rights only with respect to certain matters, primarily relating to amendments to the Operating Agreement that would adversely change the rights of the Interest Holders and removal of the Manager for “cause”. The Manager and the Asset Manager thus retain significant control over the management of the Company, each Series and the Underlying Assets. Furthermore, because the Interests in a Series do not constitute an investment in the Company as a whole, holders of the Interests in a Series are not expected to receive any economic benefit from, or be subject to the liabilities of, the assets of any other Series. In addition, the economic Interest of a holder in a Series will not be identical to owning a direct undivided Interest in an Underlying Asset because, among other things, a Series will be required to pay corporate taxes before distributions are made to the holders, and the Asset Manager will receive a fee in respect of its management of the Underlying Asset.

This Offering Circular contains forward-looking statements which are based on current expectations and beliefs concerning future developments that are difficult to predict. Neither the Company nor the Manager or Asset Manager can guarantee future performance, or that future developments affecting the Company, the Manager, the Asset Manager, or the Platform will be as currently anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Please see “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for additional information.

There is currently no public trading market for any Interests, and an active market may not develop or be sustained. If an active public or private trading market for our securities does not develop or is not sustained, it may be difficult or impossible for you to resell your Interests at any price. Even if a public or private market does develop, the market price could decline below the amount you paid for your Interests.

The Interests offered hereby are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire investment. There can be no assurance that the Company’s investment objectives will be achieved or that a secondary market would ever develop for the Interests, whether via the Platform, via third party registered broker-dealers or otherwise. Prospective Investors should obtain their own legal and tax advice prior to making an investment in the Interests and should be aware that an investment in the Interests may be exposed to other risks of an exceptional nature from time to time. Please see “Risk Factors” for additional information.

GENERALLY, NO SALE MAY BE MADE TO YOU IN ANY OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO HTTP://WWW.INVESTOR.GOV.

NOTICE TO RESIDENTS OF THE STATES OF TEXAS AND WASHINGTON:

WE ARE LIMITING THE OFFER AND SALE OF SECURITIES IN THE STATES OF TEXAS AND WASHINGTON TO A MAXIMUM OF $5 MILLION IN ANY 12-MONTH PERIOD. WE RESERVE THE RIGHT TO REMOVE OR MODIFY SUCH LIMIT AND, IN THE EVENT WE DECIDE TO OFFER AND SELL ADDITIONAL SECURITIES IN THESE STATES, WE WILL FILE A POST-QUALIFICATION SUPPLEMENT TO THE OFFERING STATEMENT OF WHICH THIS OFFERING CIRCULAR IS A PART IDENTIFYING SUCH CHANGE.

The United States Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the Offering, nor does it pass upon the accuracy or completeness of any Offering Circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy, nor may there be any sales of these securities in, any state in which such offer, solicitation or sale would be unlawful before registration or qualification of the offer and sale under the laws of such state.

An investment in the Interests involves a high degree of risk. See “Risk Factors” for a description of some of the risks that should be considered before investing in the Interests.

TABLE OF CONTENTS

RSE ARCHIVE, LLC

SECTIONPAGE

Incorporation by Reference of Offering Circular2

INTERESTS IN SERIES COVERED BY THIS AMENDMENT3

USE OF PROCEEDS – Series #37HEISMAN15

DESCRIPTION OF Series 1937 Heisman Memorial Trophy17

USE OF PROCEEDS – Series #JUSTICE119

DESCRIPTION OF Series Justice League of America #121

USE OF PROCEEDS – Series #AF1523

DESCRIPTION OF Series Amazing Fantasy #1525

USE OF PROCEEDS – Series #59JFK27

DESCRIPTION OF Series PROFILES IN COURAGE29

USE OF PROCEEDS – Series #CLEMENTE231

DESCRIPTION OF Series 1959 Roberto Clemente BAT33

USE OF PROCEEDS – Series #SPIDER1035

DESCRIPTION OF Series 1963 Amazing Spider-Man #1037

USE OF PROCEEDS – Series #GRAPES39

DESCRIPTION OF Series GRAPES OF WRATH41

USE OF PROCEEDS – Series #09TROUT43

DESCRIPTION OF SERIES 2009 Bowman Mike Trout card45

USE OF PROCEEDS – Series #JOBSMAC47

DESCRIPTION OF Series 1986 STEVE JOBS SIGNED Computer49

USE OF PROCEEDS – Series #AVENGE5751

DESCRIPTION OF Series 1968 Avengers #5753

USE OF PROCEEDS – Series #PICNIC55

DESCRIPTION OF Series HerMÈS PICNIC KELLY 3557

USE OF PROCEEDS – Series #79STELLA59

DESCRIPTION OF Series ROLEX REF. 18038 CORAL STELLA61

RSE ARCHIVE, LLC FINANCIAL STATEMENTSF-1

EXHIBIT INDEXIII-1

Incorporation by Reference of Offering Circular

The Offering Circular, including this Post-Qualification Amendment, is part of an offering statement (File No. 024-11057) that was filed with the Securities and Exchange Commission. We hereby incorporate by reference into this Post-Qualification Amendment all of the information contained in the following:

1.Part II of the Post-Qualification Amendment to Offering Circular No.8 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification Amendment.

Risk Factors

Use of Proceeds and Asset Descriptions in Post Qualification Amendment to Offering Circular No. 8

2.Part II of the Post-Qualification Amendment to Offering Circular No.7 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification Amendment.

Use of Proceeds and Asset Descriptions in Post-Qualification Amendment to Offering Circular No. 7

3.Part II of the Post-Qualification Amendment to Offering Circular No.6 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification Amendment.

Cautionary Note Regarding Forward-Looking Statements

Trademarks and Trade Names

Additional Information

Offering Summary

Potential Conflicts of Interest

Dilution

Use of Proceeds and Asset Descriptions in Post-Qualification Amendment to Offering Circular No. 6

Management’s Discussion and Analysis of Financial Condition and Results of Operation

Plan of Distribution and Subscription Procedure

Description of The Business

Management

Compensation

Principal Interest Holders

Description of Interests Offered

Material United States Tax Considerations

Where to Find Additional Information

Note that any statement we make in this Post-Qualification Amendment (or have made in the Offering Circular) will be modified or superseded by an inconsistent statement made by us in a subsequent offering circular supplement or Post-Qualification Amendment.

RSE ARCHIVE, LLC

Consolidated Balance Sheets as of December 31, 2019

	Series #52MANTLE	Series #71MAYS	Series #RLEXPEPSI	Series #10COBB	Series #POTTER
Assets
Current Assets
Cash and Cash Equivalents	$ 1,450	$ 1,600	$ 300	$ 1,545	$ 1,095
Pre-paid Insurance	-	-	-	-	-
Pre-paid Storage	-	2	-	-	1
Total Current Assets	1,450	1,602	300	1,545	1,096
Other Assets
Collectible Memorabilia - Deposit	-	-	-	-	-
Collectible Memorabilia - Owned	125,000	52,500	16,800	35,000	70,100
TOTAL ASSETS	$ 126,450	$ 54,102	$ 17,100	$ 36,545	$ 71,196

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	$ -	$ -	$ 13	$ 13	$ -
Due to the Manager for Insurance	237	100	32	66	66
Due to the Manager or its Affiliates	-	-	-	-	-
Total Liabilities	237	100	45	79	66

Membership Contributions	126,600	54,100	17,100	36,600	70,740
Capital Contribution	220	203	180	154	131
Capital Contribution for loss at Offering close	-	-	-	-	510
Distribution to RSE Archive	-	-	-	(55)	(55)
Accumulated Deficit	(607)	(301)	(225)	(233)	(196)
Members' Equity	126,213	54,002	17,055	36,466	71,130
TOTAL LIABILITIES AND MEMBERS' EQUITY	$ 126,450	$ 54,102	$ 17,100	$ 36,545	$ 71,196

See accompanying notes, which are an integral part of these financial statements.

F-2

RSE ARCHIVE, LLC

Consolidated Balance Sheets as of December 31, 2019

	Series #TWOCITIES	Series #FROST	Series #BIRKINBLU	Series #SMURF	Series #70RLEX
Assets
Current Assets
Cash and Cash Equivalents	$ 1,495	$ 1,695	$ 1,250	$ 1,100	$ 1,200
Pre-paid Insurance	-	-	-	-	-
Pre-paid Storage	1	1	1	-	-
Total Current Assets	1,496	1,696	1,251	1,100	1,200
Other Assets
Collectible Memorabilia - Deposit	-	-	-	-	-
Collectible Memorabilia - Owned	12,100	10,100	55,500	29,500	17,900
TOTAL ASSETS	$ 13,596	$ 11,796	$ 56,751	$ 30,600	$ 19,100

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	$ -	$ -	$ -	$ 13	$ -
Due to the Manager for Insurance	12	10	104	56	34
Due to the Manager or its Affiliates	-	-	-	-	-
Total Liabilities	12	10	104	69	34

Membership Contributions	13,800	12,000	56,750	30,750	19,250
Capital Contribution	131	131	112	110	71
Capital Contribution for loss at Offering close	-	-	-	-	-
Distribution to RSE Archive	(205)	(205)	-	-	(150)
Accumulated Deficit	(142)	(140)	(215)	(329)	(105)
Members' Equity	13,584	11,786	56,647	30,531	19,066
TOTAL LIABILITIES AND MEMBERS' EQUITY	$ 13,596	$ 11,796	$ 56,751	$ 30,600	$ 19,100

See accompanying notes, which are an integral part of these financial statements.

F-3

RSE ARCHIVE, LLC

Consolidated Balance Sheets as of December 31, 2019

See accompanying notes, which are an integral part of these financial statements.

F-3

RSE ARCHIVE, LLC

Consolidated Balance Sheets as of December 31, 2019

	Series #EINSTEIN	Series #HONUS	Series #75ALI	Series #71ALI	Consolidated
Assets
Current Assets
Cash and Cash Equivalents	`$1,750`	`$5,300`	`$1,050`	`$1,600`	`$24,459`
Pre-paid Insurance	`-`	`-`	`-`	`-`	`-`
Pre-paid Storage	`1`	`-`	`2`	`1`	`1,881`
Total Current Assets	`1,751`	`5,300`	`1,052`	`1,601`	`26,340`
Other Assets
Collectible Memorabilia - Deposit	`-`	`-`	`-`	`-`	`282,250`
Collectible Memorabilia - Owned	`11,100`	`500,028`	`44,000`	`27,500`	`1,301,928`
TOTAL ASSETS	`$12,851`	`$505,328`	`$45,052`	`$29,101`	`$1,610,518`

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	`$-`	`$-`	`$-`	`$-`	`$130`
Due to the Manager for Insurance	`11`	`949`	`83`	`52`	`2,607`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`	`577,500`
Total Liabilities	`11`	`949`	`83`	`52`	`580,237`

Membership Contributions	`13,000`	`505,328`	`45,040`	`29,100`	`1,030,158`
Capital Contribution	`63`	`16`	`5`	`4`	`7,644`
Capital Contribution for loss at Offering close	`-`	`-`	`10`	`-`	`520`
Distribution to RSE Archive	`(150)`	`-`	`-`	`-`	`-`
Accumulated Deficit	`(73)`	`(965)`	`(86)`	`(55)`	`(8,041)`
Members' Equity	`12,840`	`504,379`	`44,969`	`29,049`	`1,030,281`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$12,851`	`$505,328`	`$45,052`	`$29,101`	`1,610,518`

See accompanying notes, which are an integral part of these financial statements.

F-4

RSE ARCHIVE, LLC

Consolidated Statement of Operations
January 3, 2019 (inception) through December 31, 2019

	Series #52MANTLE	Series #71MAYS	Series #RLEXPEPSI	Series #10COBB	Series #POTTER
Operating Expenses
Storage	`$-`	`$1`	`$-`	`$-`	`$-`
Transportation	`-`	`-`	`13`	`13`	`-`
Insurance	`237`	`100`	`32`	`66`	`66`
Professional Fees	`220`	`200`	`180`	`154`	`130`
Marketing Expense	`150`	`-`	`-`	`-`	`-`
Total Operating Expenses	`607`	`301`	`225`	`233`	`196`
Operating Loss	`(607)`	`(301)`	`(225)`	`(233)`	`(196)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`-`
Income / (Loss) Before Income Taxes	`(607)`	`(301)`	`(225)`	`(233)`	`(196)`
Provision for Income Taxes	`-`	`-`	`-`	`-`	`-`
Income / (Loss)	`$(607)`	`$(301)`	`$(225)`	`$(233)`	`$(196)`


Basic and Diluted (Loss) per Membership Interest	`$(0.61)`	`$(0.15)`	`$(0.11)`	`$(0.23)`	`$(0.07)`
Weighted Average Membership Interests	`1,000`	`2,000`	`2,000`	`1,000`	`3,000`

See accompanying notes, which are an integral part of these financial statements.

F-5

RSE ARCHIVE, LLC

Consolidated Statement of Operations
January 3, 2019 (inception) through December 31, 2019

	Series #TWOCITIES	Series #FROST	Series #BIRKINBLU	Series #SMURF	Series #70RLEX
Operating Expenses
Storage	`$-`	`$-`	`$1`	`$-`	`$-`
Transportation	`-`	`-`	`-`	`163`	`-`
Insurance	`12`	`10`	`104`	`56`	`34`
Professional Fees	`130`	`130`	`110`	`110`	`71`
Marketing Expense	`-`	`-`	`-`	`-`	`-`
Total Operating Expenses	`142`	`140`	`215`	`329`	`105`
Operating Loss	`(142)`	`(140)`	`(215)`	`(329)`	`(105)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`-`
Income / (Loss) Before Income Taxes	`(142)`	`(140)`	`(215)`	`(329)`	`(105)`
Provision for Income Taxes	`-`	`-`	`-`	`-`	`-`
Income / (Loss)	`$(142)`	`$(140)`	`$(215)`	`$(329)`	`$(105)`


Basic and Diluted (Loss) per Membership Interest	`$(0.71)`	`$(0.70)`	`$(0.21)`	`$(0.16)`	`$(0.10)`
Weighted Average Membership Interests	`200`	`200`	`1,000`	`2,000`	`1,000`

See accompanying notes, which are an integral part of these financial statements.

F-6

RSE ARCHIVE, LLC

Consolidated Statement of Operations
January 3, 2019 (inception) through December 31, 2019

See accompanying notes, which are an integral part of these financial statements.

F-6

RSE ARCHIVE, LLC

Consolidated Statement of Operations
January 3, 2019 (inception) through December 31, 2019

	Series #EINSTEIN	Series #HONUS	Series #75ALI	Series #71ALI	Consolidated
Operating Expenses
Storage	`$1`	`$-`	`$-`	`$-`	`$1,881`
Transportation	`-`	`-`	`-`	`-`	`580`
Insurance	`11`	`949`	`83`	`52`	`2,607`
Professional Fees	`61`	`16`	`3`	`3`	`1,517`
Marketing Expense	`-`	`-`	`-`	`-`	`1,420`
Total Operating Expenses	`73`	`965`	`86`	`55`	`8,005`
Operating Loss	`(73)`	`(965)`	`(86)`	`(55)`	`(8,005)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`36`
Income / (Loss) Before Income Taxes	`(73)`	`(965)`	`(86)`	`(55)`	`(8,041)`
Provision for Income Taxes	`-`	`-`	`-`	`-`	`-`
Income / (Loss)	`$(73)`	`$(965)`	`$(86)`	`$(55)`	`$(8,041)`


Basic and Diluted (Loss) per Membership Interest	`$(0.04)`	`$(0.10)`	`$(0.04)`	`$(0.03)`
Weighted Average Membership Interests	`2,000`	`10,000`	`2,000`	`2,000`

See accompanying notes, which are an integral part of these financial statements.

F-7

RSE ARCHIVE, LLC

Consolidated Statement of Operations
January 3, 2019 (inception) through December 31, 2019

See accompanying notes, which are an integral part of these financial statements.

F-7

RSE ARCHIVE, LLC

Consolidated Statements of Members’ Equity / (Deficit)
January 3, 2019 (inception) through December 31, 2019

	Series #52MANTLE	Series #71MAYS	Series #RLEXPEPSI	Series #10COBB	Series #POTTER
Members' Equity / (Deficit)
Balance January 3, 2019	`$` -	`$` -	`$` -	`$` -	`$` -
Membership Contributions	`126,600`	`54,100`	`17,100`	`36,600`	`70,740`
Capital Contribution	`220`	`203`	`180`	`154`	`131`
Capital Contribution for loss at Offering close	`-`	`-`	`-`	`-`	`510`
Distribution to RSE Archive	`-`	`-`	`-`	`(55)`	`(55)`
Net loss	`(607)`	`(301)`	`(225)`	`(233)`	`(196)`
Balance December 31, 2019	`$126,213`	`$54,002`	`$17,055`	`$36,466`	`$71,130`

	Series #TWOCITIES	Series #FROST	Series #BIRKINBLU	Series #SMURF	Series #70RLEX
Members' Equity / (Deficit)
Balance January 3, 2019	`$` -	`$` -	`$` -	`$` -	`$` -
Membership Contributions	`13,800`	`12,000`	`56,750`	`30,750`	`19,250`
Capital Contribution	`131`	`131`	`112`	`110`	`71`
Capital Contribution for loss at Offering close	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Archive	`(205)`	`(205)`	`-`	`-`	`(150)`
Net loss	`(142)`	`(140)`	`(215)`	`(329)`	`(105)`
Balance December 31, 2019	`$13,584`	`$11,786`	`$56,647`	`$30,531`	`$19,066`

See accompanying notes, which are an integral part of these financial statements.

F-8

RSE ARCHIVE, LLC

Consolidated Statements of Members’ Equity / (Deficit)
January 3, 2019 (inception) through December 31, 2019


	Series #EINSTEIN	Series #HONUS	Series #75ALI	Series #71ALI	Consolidated
Members' Equity / (Deficit)
Balance January 3, 2019	`$` -	`$` -	`$` -	`$` -	`$` -
Membership Contributions	`13,000`	`505,328`	`45,040`	`29,100`	`1,030,158`
Capital Contribution	`63`	`16`	`5`	`4`	`7,644`
Capital Contribution for loss at Offering close	`-`	`-`	`10`	`-`	`520`
Distribution to RSE Archive	`(150)`	`-`	`-`	`-`	`-`
Net loss	`(73)`	`(965)`	`(86)`	`(55)`	`(8,041)`
Balance December 31, 2019	`$12,840`	`$504,379`	`$44,969`	`$29,049`	`$1,030,281`

See accompanying notes, which are an integral part of these financial statements.

F-9

RSE ARCHIVE, LLC

Consolidated Statements of Cash Flows

January 3, 2019 (inception) through December 31, 2019

	Series #52MANTLE	(Restated) Series #71MAYS	Series #RLEXPEPSI	Series #10COBB	Series #POTTER
Cash Flows from Operating Activities:
Net (Loss)	`$(607)`	`$(301)`	`$(225)`	`$(233)`	`$(196)`
Adjustments to Net cash used in operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`220`	`203`	`180`	`154`	`131`
(Gain) / Loss on sale of Asset	`-`	`-`	`-`	`-`	`-`
Prepaid Insurance	`-`	`-`	`-`	`-`	`-`
Prepaid Storage	`-`	`(2)`	`-`	`-`	`(1)`
Due to the Manager for Insurance	`237`	`100`	`32`	`66`	`66`
Accounts Payable	`-`	`-`	`13`	`13`	`-`
Net cash used in operating activities	`(150)`	`-`	`-`	`-`	`-`

Cash flow from investing activities:
Deposits on memorabilia	`-`	`-`	`-`	`-`	`-`
Investment in memorabilia	`(125,000)`	`(47,250)`	`(16,800)`	`(35,000)`	`(70,100)`
Net cash used in investing activities	`(125,000)`	`(47,250)`	`(16,800)`	`(35,000)`	`(70,100)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`126,600`	`48,850`	`17,100`	`36,600`	`70,740`
Due to the manager and other affiliates	`-`	`-`	`-`	`-`	`-`
Contribution related to Offering Closings and Asset Sales	`-`	`-`	`-`	`-`	`510`
Distribution to RSE Archive	`-`	`-`	`-`	`(55)`	`(55)`
Net cash used in financing activities	`126,600`	`48,850`	`17,100`	`36,545`	`71,195`

Net change in cash	`1,450`	`1,600`	`300`	`1,545`	`1,095`
Cash beginning of period	`-`	`-`	`-`	`-`	`-`
Cash end of period	`1,450`	`1,600`	`300`	`1,545`	`1,095`
Supplemental Cash Flow Information:
Membership Interests issued to Asset Seller as consideration	`-`	`$5,250`	`-`	`-`	`-`

See accompanying notes, which are an integral part of these financial statements.

F-10

RSE ARCHIVE, LLC

Consolidated Statements of Cash Flows

January 3, 2019 (inception) through December 31, 2019

	Series #TWOCITIES	Series #FROST	Series #BIRKINBLU	Series #SMURF	Series #70RLEX
Cash Flows from Operating Activities:
Net (Loss)	`$(142)`	`$(140)`	`$(215)`	`$(329)`	`$(105)`
Adjustments to Net cash used in operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`131`	`131`	`112`	`110`	`71`
(Gain) / Loss on sale of Asset	`-`	`-`	`-`	`-`	`-`
Prepaid Insurance	`-`	`-`	`-`	`-`	`-`
Prepaid Storage	`(1)`	`(1)`	`(1)`	`-`	`-`
Due to the Manager for Insurance	`12`	`10`	`104`	`56`	`34`
Accounts Payable	`-`	`-`	`-`	`13`	`-`
Net cash used in operating activities	`-`	`-`	`-`	`(150)`	`-`

Cash flow from investing activities:
Deposits on memorabilia	`-`	`-`	`-`	`-`	`-`
Investment in memorabilia	`(12,100)`	`(10,100)`	`(55,500)`	`(29,500)`	`(17,900)`
Net cash used in investing activities	`(12,100)`	`(10,100)`	`(55,500)`	`(29,500)`	`(17,900)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`13,800`	`12,000`	`56,750`	`30,750`	`19,250`
Due to the manager and other affiliates	`-`	`-`	`-`	`-`	`-`
Contribution related to Offering Closings and Asset Sales	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Archive	`(205)`	`(205)`	`-`	`-`	`(150)`
Net cash used in financing activities	`13,595`	`11,795`	`56,750`	`30,750`	`19,100`

Net change in cash	`1,495`	`1,695`	`1,250`	`1,100`	`1,200`
Cash beginning of period	`-`	`-`	`-`	`-`	`-`
Cash end of period	`1,495`	`1,695`	`1,250`	`1,100`	`1,200`
Supplemental Cash Flow Information:
Membership Interest issued to Asset Seller as consideration	`-`	`-`	`-`	`-`	`-`

See accompanying notes, which are an integral part of these financial statements.

F-11

RSE ARCHIVE, LLC

Consolidated Statements of Cash Flows

January 3, 2019 (inception) through December 31, 2019

	Series #EINSTEIN	(Restated) Series #HONUS	Series #75ALI	Series #71ALI	(Restated) Consolidated
Cash Flows from Operating Activities:
Net (Loss)	`$(73)`	`$(965)`	`$(86)`	`$(55)`	`$(8,041)`
Adjustments to Net cash used in operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`63`	`16`	`5`	`4`	`7,644`
(Gain) / Loss on sale of Asset	`-`	`-`	`-`	`-`	`-`
Prepaid Insurance	`-`	`-`	`-`	`-`	`-`
Prepaid Storage	`(1)`	`-`	`(2)`	`(1)`	`(1,881)`
Due to the Manager for Insurance	`11`	`949`	`83`	`52`	`2,607`
Accounts Payable	`-`	`-`	`-`	`-`	`130`
Net cash used in operating activities	`-`	`-`	`-`	`-`	`459`

Cash flow from investing activities:
Deposits on memorabilia	`-`	`-`	`-`	`-`	`(282,250)`
Investment in memorabilia	`(11,100)`	`(225,000)`	`(44,000)`	`(27,500)`	`(1,021,650)`
Net cash used in investing activities	`(11,100)`	`(225,000)`	`(44,000)`	`(27,500)`	`(1,303,900)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`13,000`	`230,300`	`45,040`	`29,100`	`749,880`
Due to the manager and other affiliates	`-`	`-`	`-`	`-`	`577,500`
Contribution related to Offering Closings and Asset Sales	`-`	`-`	`10`	`-`	`520`
Distribution to RSE Archive	`(150)`	`-`	`-`	`-`	`-`
Net cash used in financing activities	`12,850`	`230,300`	`45,050`	`29,100`	`1,327,900`

Net change in cash	`1,750`	`5,300`	`1,050`	`1,600`	`24,459`
Cash beginning of period	`-`	`-`	`-`	`-`	`-`
Cash end of period	`1,750`	`5,300`	`1,050`	`1,600`	`24,459`
Supplemental Cash Flow Information:
Membership Interest issued to Asset Seller as consideration	`-`	`$275,028`	`-`	`-`	`$280,278`

See accompanying notes, which are an integral part of these financial statements.

F-12

Series / Series Name	Qualification Date	Underlying Asset	Agreement Type	Status	Opening Date (1)	Closing Date (1)	Offering Price per Interest	Minimum / Maximum Membership Interests (2)	Minimum / Maximum Offering Size	Sourcing Fee	Trading Window (4)
#52MANTLE / Series Mickey Mantle Card	10/11/2019	1952 Topps #311 Mickey Mantle Card	Purchase Option Agreement	Closed	10/18/2019	10/25/2019	$132.00	1,000	$132,000 (3)	$3,090	6/30/2020
#71MAYS / Series Willie Mays Jersey	10/11/2019	1971 Willie Mays Jersey	Purchase Option Agreement	Closed	10/25/2019	10/31/2019	$28.50	2,000	$57,000 (3)	$1,830	7/7/2020
#RLEXPEPSI / Series Rolex Gmt-Master II Pepsi	10/11/2019	Rolex GMT Master II 126710BLRO	Purchase Agreement	Closed	11/1/2019	11/6/2019	$8.90	2,000	$17,800 (3)	$22	6/30/2020
#10COBB / Series E98 Ty Cobb	10/11/2019	1910 E98 Ty Cobb Card	Purchase Option Agreement	Closed	11/8/2019	11/14/2019	$39.00	1,000	$39,000 (3)	$1,510	7/7/2020
#POTTER / Series Harry Potter	10/11/2019	1997 First Edition Harry Potter	Purchase Agreement	Closed	11/15/2019	11/21/2019	$24.00	3,000	$72,000 (3)	($510)	7/14/2020
#TWOCITIES / Series A Tale of Two Cities	10/11/2019	First Edition A Tale of Two Cities	Purchase Option Agreement	Closed	11/15/2019	11/21/2019	$72.50	200	$14,500 (3)	$55	7/21/2020
#FROST / Series A Boy’s Will	10/11/2019	First Edition A Boy's Will	Purchase Option Agreement	Closed	11/15/2019	11/21/2019	$67.50	200	$13,500 (3)	$865	7/28/2020
#BIRKINBLEU / Series Hermès Birkin Bag	11/1/2019	Bleu Saphir Lizard Hermès Birkin	Upfront Purchase	Closed	11/22/2019	11/27/2019	$58.00	1,000	$58,000 (3)	$170	8/4/2020
#SMURF / Series Rolex Submariner "Smurf"	11/1/2019	Rolex Submariner Date "Smurf" Ref. 116619LB	Upfront Purchase	Closed	11/22/2019	11/27/2019	$17.25	2,000	$34,500 (3)	$2,905	7/28/2020

#70RLEX / Series Rolex Beta 21	10/11/2019	1970 Rolex Ref. 5100 Beta 21	Purchase Agreement	Closed	11/29/2019	12/6/2019	$20.00	1,000	$20,000 (3)	$50	5/12/2020
#EINSTEIN / Series Philosopher-Scientist	10/11/2019	First Edition of Philosopher-Scientist	Purchase Option Agreement	Closed	12/6/2019	12/13/2019	$7.25	2,000	$14,500 (3)	$1,355	8/4/2020
#HONUS / Series T206 Honus Wagner Card	11/27/2019	1909-1911 T206 Honus Wagner Card	Purchase Option Agreement	Closed	12/11/2019	12/26/2019	$52.00	10,000	$520,000 (3)	$5,572	5/19/2020
#75ALI / Series Ali-Wepner Fight Boots	11/1/2019	1975 Muhammad Ali Boots worn in fight against Chuck Wepner	Purchase Agreement	Closed	12/19/2019	12/29/2019	$23.00	2,000	$46,000 (3)	($10)	5/26/2020
#71ALI / Series “Fight of The Century” Contract	10/11/2019	1971 “Fight of the Century” Contract	Purchase Option Agreement	Sold - $40,000 Acquisition Offer Accepted on 02/07/2020	12/16/2019	12/30/2019	$15.50	2,000	$31,000 (3)	$1,090	2/6/2020
#APROAK / Series Audemars Piguet A-Series	11/1/2019	Audemars Piguet Royal Oak Jumbo A-Series Ref.5402	Upfront Purchase	Closed	12/6/2019	1/2/2020	$75.00	1,000	$75,000 (3)	($63)	6/2/2020
#88JORDAN / Series Michael Jordan 1988 Sneakers	11/1/2019	1988 Michael Jordan Nike Air Jordan III Sneakers	Purchase Agreement	Closed	1/19/2020	1/27/2020	$11.00	2,000	$22,000 (3)	$230	5/19/2020
#BIRKINBOR / Series Hermès Bordeaux Porosus Birkin Bag	12/18/2019	2015 Hermès Birkin Bordeaux Shiny Porosus Crocodile with Gold Hardware	Purchase Option Agreement	Closed	2/13/2020	2/20/2020	$26.25	2,000	$52,500 (3)	$225	5/26/2020
#33RUTH / Series 1933 Goudey Babe Ruth Card	12/18/2019	1933 Goudey #144 Babe Ruth Card	Upfront Purchase	Closed	2/20/2020	2/26/2020	$38.50	2,000	$77,000 (3)	$603	6/16/2020

#SPIDER1 / Series 1963 Amazing Spider-Man #1	12/18/2019	1963 Marvel Comics Amazing Spider-Man #1 CGC FN+ 6.5	Purchase Option Agreement	Closed	2/28/2020	3/4/2020	$22.00	1,000	$22,000 (3)	$230	6/2/2020
#BATMAN3 / Series 1940 Batman #3	12/18/2019	1940 D.C. Comics Batman #3 CGC NM 9.4	Purchase Option Agreement	Closed	2/28/2020	3/4/2020	$78.00	1,000	$78,000 (3)	$585	6/9/2020
#ROOSEVELT / Series African Game Trails	10/11/2019	First Edition African Game Trails	Purchase Option Agreement	Closed	3/6/2020	3/10/2020	$19.50	1,000	$19,500 (3)	$1,008	6/9/2020
#ULYSSES / Series Ulysses	10/11/2019	1935 First Edition Ulysses	Purchase Option Agreement	Closed	3/6/2020	3/10/2020	$51.00	500	$25,500 (3)	$695	6/16/2020
#56MANTLE / Series 1956 Topps Mickey Mantle Card	12/18/2019	1956 Topps #135 Mickey Mantle Card	Upfront Purchase	Closed	1/3/2020	3/11/2020	$1.00	10,000	$10,000 (3)	($650)
#AGHOWL / Series Howl and Other Poems	10/11/2019	First Edition Howl and Other Poems	Purchase Option Agreement	Closed	3/6/2020	3/11/2020	$38.00	500	$19,000 (3)	$810	6/23/2020
#98JORDAN / Series Michael Jordan Jersey	10/11/2019	1998 Michael Jordan Jersey	Purchase Option Agreement	Sold - $165,000 Acquisition Offer Accepted on 05/08/2020	3/9/2020	3/22/2020	$64.00	2,000	$128,000 (3)	$4,160	5/14/2020
#18ZION / Series Zion Williamson 2018 Sneakers	11/1/2019	2018 Zion Williamson Adidas James Harden Sneakers	Upfront Purchase	Closed	3/27/2020	4/2/2020	$30.00	500	$15,000 (3)	$200	7/14/2020
#SNOOPY / Series 2015 Omega Speedmaster "Silver Snoopy"	11/27/2019	2015 Omega Speedmaster Moonwatch	Upfront Purchase	Closed	4/2/2020	4/7/2020	$12.75	2,000	$25,500 (3)	($55)
#APOLLO11 / Series New York Times Apollo 11	11/1/2019	Apollo 11 Crew-Signed New York Times Cover	Upfront Purchase	Closed	4/8/2020	4/19/2020	$32.00	1,000	$32,000 (3)	$130

#24RUTHBAT / Series 1924 Babe Ruth Bat	12/18/2019	1924 George "Babe" Ruth Professional Model Bat	Purchase Agreement	Closed	4/10/2020	5/3/2020	$85.00	3,000	$255,000 (3)	($513)
#YOKO / Series Grapefruit	10/11/2019	First Edition Grapefruit	Purchase Option Agreement	Closed	4/29/2020	5/11/2020	$80.00	200	$16,000 (3)	$840
#86JORDAN / Series 1986 Fleer Michael Jordan Card	4/30/2020	1986 Fleer #57 Michael Jordan Card	Upfront Purchase	Sold - $80,000 Acquisition Offer Accepted on 06/01/2020	5/6/2020	5/13/2020	$40.00	1,000	$40,000 (3)	$600	6/1/2020
#RUTHBALL1 / Series 1934-39 Babe Ruth Ball	4/30/2020	1934-39 Official American League Babe Ruth Single Signed Baseball	Purchase Agreement	Closed	5/8/2020	5/24/2020	$14.50	2,000	$29,000 (3)	$510
#HULK1 / Series 1962 The Incredible Hulk #1	4/30/2020	1962 The Incredible Hulk #1 CGC VF 8.0	Purchase Agreement	Closed	5/12/2020	5/24/2020	$44.50	2,000	$89,000 (3)	$143
#HIMALAYA / Series Hermès Himalaya Birkin Bag	12/18/2019	2014 Hermès 30cm Birkin Blanc Himalaya Matte Niloticus Crocodile with Palladium Hardware	Purchase Option Agreement	Closed	5/19/2020	5/27/2020	$70.00	2,000	$140,000 (3)	$6,300
#55CLEMENTE / Series 1955 Topps Roberto Clemente Card	4/30/2020	1955 Topps #164 Roberto Clemente NM-MT 8 Baseball Card	Purchase Agreement	Closed	5/28/2020	6/4/2020	$38.00	1,000	$38,000 (3)	$520
#38DIMAGGIO / Series 1938 Goudey Joe DiMaggio Card	4/30/2020	1938 Goudey #274 Joe DiMaggio NM-MT 8 Baseball Card	Purchase Agreement	Closed	5/28/2020	6/4/2020	$22.00	1,000	$22,000 (3)	$680
#BOND1 / Series Casino Royale	4/30/2020	1953 First Edition, First Issue Casino Royale	Upfront Purchase	Closed	6/4/2020	6/12/2020	$39.00	1,000	$39,000 (3)	$510
#LOTR / Series The Lord of the Rings Trilogy	4/30/2020	1954-1955 First Edition, First Issue The Lord of the Rings Trilogy	Upfront Purchase	Closed	6/4/2020	6/12/2020	$29.00	1,000	$29,000 (3)	$10

#CATCHER / Series The Catcher in the Rye	4/30/2020	1951 First Edition, First Issue The Catcher in the Rye	Upfront Purchase	Closed	6/4/2020	6/12/2020	$25.00	500	$12,500 (3)	$25
#SUPER21 / Series Superman #21	4/30/2020	1943 Superman #21 CGC VF/NM 9.0 comic book	Purchase Option Agreement	Closed	5/7/2020	6/17/2020	$1.00	8,500	$8,500 (3)	$615
#BATMAN1 / Series 1940 Batman #1	4/30/2020	1940 D.C. Comics Batman #1 CGC FR/GD 1.5	Purchase Agreement	Closed	6/11/2020	6/18/2020	$71.00	1,000	$71,000 (3)	$658
#GMTBLACK1 / Series Rolex GMT-Master ref. 16758	4/30/2020	Rolex 18k Yellow Gold GMT-Master ref. 16758	Upfront Purchase	Closed	6/17/2020	6/25/2020	$28.00	1,000	$28,000 (3)	$1,520
#BIRKINTAN / Series Hermès Tangerine Ostrich Birkin Bag	4/30/2020	2015 Hermès 30cm Birkin Tangerine Ostrich with Palladium Hardware	Purchase Option Agreement	Closed	6/17/2020	6/25/2020	$28.00	1,000	$28,000 (3)	$1,520
#61JFK / Series Inaugural Addresses	6/8/2020	1961 inscribed copy of Inaugural Addresses of the Presidents of the United States	Purchase Agreement	Closed	6/27/2020	7/7/2020	$11.50	2,000	$23,000 (3)	$5,520
#50JACKIE / Series 1950 Jackie Robinson Card	4/30/2020	1950 Bowman #22 Jackie Robinson Card	Upfront Purchase	Closed	6/10/2020	7/8/2020	$1.00	10,000	$10,000 (3)	$2
#POKEMON1 / Series 1999 Pokémon First Edition Set	4/30/2020	1999 Pokemon First Edition PSA GEM MT 10 Complete Set	Upfront Purchase	Closed	6/23/2020	7/8/2020	$25.00	5,000	$125,000 (3)	$4,213
#LINCOLN / Series 1864 Abraham Lincoln Photo	6/8/2020	1864 Signed, Vignetted Portrait of Abraham Lincoln	Purchase Agreement	Closed	7/1/2020	7/9/2020	$20.00	4,000	$80,000 (3)	$13,900

#STARWARS1 / Series Star Wars #1	6/8/2020	1977 Star Wars #1 CGC VF/NM 9.0 comic book	Purchase Agreement	Closed	7/1/2020	7/14/2020	$1.00	12,000	$12,000 (3)	$980
#56TEDWILL / Series 1956 Ted Williams Jersey	6/8/2020	1956 Ted Williams Game-Worn Red Sox Home Jersey	Purchase Agreement	Closed	7/16/2020	7/26/2020	$45.00	2,000	$90,000 (3)	$7,825
#68MAYS / Series 1968 Willie Mays Bat	6/8/2020	1968 Willie Mays Signed and Game-Used Adirondack M63 Model Bat	Purchase Agreement	Closed	7/17/2020	7/26/2020	$19.50	2,000	$39,000 (3)	$5,510
#TMNT1 / Series Teenage Mutant Ninja Turtles #1	6/8/2020	1984 Teenage Mutant Ninja Turtles #1 CGC VF/NM 9.8 comic book	Purchase Option Agreement	Closed	7/23/2020	7/30/2020	$65.00	1,000	$65,000 (3)	$3,720
#CAPTAIN3 / Series Captain America #3	4/30/2020	1941 Captain America Comics #3 CGC VG/FN 5.0 comic book	Purchase Option Agreement	Closed	7/23/2020	7/30/2020	$37.00	1,000	$37,000 (3)	$464
#51MANTLE / Series 1951 Bowman Mickey Mantle Card	6/8/2020	1951 Bowman #253 Mickey Mantle Card	Purchase Agreement	Closed	7/16/2020	7/30/2020	$17.00	2,000	$34,000 (3)	$3,060
#CHURCHILL / Series Second World War	4/30/2020	First English Edition copies of Volumes I-VI of The Second World War by Winston Churchill	Upfront Purchase	Open	7/7/2020	Q3 2020 or Q4 2020	$1.00	6,000 / 7,500	$6,000 / $7,500	$125
#SHKSPR4 / Series 1685 Shakespeare Fourth Folio	4/30/2020	1685 Fourth Folio of William Shakespeare’s Comedies, Histories, and Tragedies	Purchase Agreement	Open	7/30/2020	Q3 2020 or Q4 2020	$115.00	800 / 1,000	$92,000 / $115,000	$7,288
#DAREDEV1 / Series Daredevil #1	6/8/2020	1964 Daredevil #1 CGC VF/NM 9.0 comic book	Purchase Agreement	Open	7/28/2020	Q3 2020 or Q4 2020	$1.00	9,200 / 11,500	$9,200 / $11,500	$985

#86RICE / Series 1986 Topps Jerry Rice Card	7/10/2020	1986 Topps #161 Jerry Rice Rookie Card	Purchase Agreement	Open	7/28/2020	Q3 2020 or Q4 2020	$1.00	18,400 / 23,000	$18,400 / $23,000	$1,670
#03KOBE / Series 2003-04 UD Kobe Bryant Card	7/10/2020	2003-2004 Upper Deck Exquisite Collection Limited Logos #KB Kobe Bryant Signed Game Used Patch Card	Purchase Agreement	Open	8/2/2020	Q3 2020 or Q4 2020	$8.00	5,000 / 6,250	$40,000 / $50,000	$4,400
#03LEBRON / Series 2003-04 UD LeBron James Card	7/10/2020	2003-2004 Upper Deck Exquisite Collection LeBron James Patches Autographs Card	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$17.00	1,600 / 2,000	$27,200 / $34,000	$7,560
#03JORDAN / Series 2003-04 UD Michael Jordan Card	7/10/2020	2003-2004 Upper Deck Exquisite Collection Michael Jordan Patches Autographs Card	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$20.50	1,600 / 2,000	$32,800 / $41,000	$6,490
#APEOD / Series Audemars Piguet "End of Days"	11/1/2019	Audemars Piguet Royal Oak Offshore "End of Days" Ref.25770SN.O.0001KE.01	Upfront Purchase	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$62.00	400 / 500	$24,800 / $31,000	$940
#15PTKWT / Series Patek Philippe World Time	11/1/2019	Patek Philippe Complications World Time Ref. 5131R-001	Purchase Option Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$108.00	800 / 1,000	$86,400 / $108,000	($140)
#AMZFNT15 / Series 1962 Amazing Fantasy #15	4/30/2020	1962 Amazing Fantasy #15 CGC VG+ 4.5	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$65.00	400 / 500	$26,000 / $32,500	$575
#FANFOUR1 / Series 1961 Fantastic Four #1	4/30/2020	1961 Fantastic Four #1 CGC VF+ 8.5 comic book	Purchase Option Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$52.50	1,600 / 2,000	$84,000 / $105,000	$2,563

#SOBLACK / Series Hermès So Black Birkin	4/30/2020	2010 Hermès 30cm Black Calf Box Leather “So Black” Birkin with PVD Hardware	Purchase Option Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$56.00	800 / 1,000	$44,800 / $56,000	$4,240
#FAUBOURG / Series Hermès Sellier Faubourg Birkin	4/30/2020	2019 Hermès 20cm Sellier Faubourg Brown Multicolor Birkin with Palladium Hardware	Purchase Option Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$75.00	1,600 / 2,000	$120,000 / $150,000	$31,675
#85MARIO / Series 1985 Super Mario Bros.	6/8/2020	1985 Factory-Sealed NES Super Mario Bros. Wata 9.8 A+	Purchase Option Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$50.00	2,400 / 3,000	$120,000 / $150,000	$6,775
#TKAM / Series To Kill a Mockingbird	6/8/2020	1960 Inscribed First Edition copy of To Kill a Mockingbird by Harper Lee	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$16.00	1,600 / 2,000	$25,600 / $32,000	$1,980
#GATSBY / Series The Great Gatsby	6/8/2020	inscribed First Edition, First Issue copy of The Great Gatsby by F. Scott Fitzgerald	Purchase Option Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$50.00	3,200 / 4,000	$160,000 / $200,000	$10,800
#NEWTON / Series Principia	6/8/2020	1687 First Edition, Continental Issue of Philosophiae Naturalis Principia Mathematica by Sir Isaac Newton	Purchase Option Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$68.75	3,200 / 4,000	$220,000 / $275,000	$14,488
#BATMAN6 / Series Batman #6	6/8/2020	1941 Batman #6 CGC NM 9.4 comic book	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$13.50	1,600 / 2,000	$21,600 / $27,000	$2,330
#ALICE / Series Alice’s Adventures in Wonderland	7/10/2020	1866 First Edition, Second Issue copy of Alice’s Adventures in Wonderland by Lewis Carroll	Purchase Option Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$1.00	9,600 / 12,000	$9,600 / $12,000	$1,480
#14DRC / Series 2014 Domaine de la Romanée-Conti	7/10/2020	One case of twelve (12) 75cl bottles of 2014 Domaine de la Romanée-Conti	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$54.00	800 / 1,000	$43,200 / $54,000	$6,380

#05LATOUR / Series 2005 Château Latour	7/10/2020	One case of twelve (12) 75cl bottles of 2005 Château Latour	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$9.80	800 / 1,000	$7,840 / $9,800	$1,161
#16PETRUS / Series 2016 Château Petrus	7/10/2020	Two cases of six (6) 75cl bottles of 2016 Château Petrus	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$5.00	7,200 / 9,000	$36,000 / $45,000	$5,214
#16SCREAG / 2016 Screaming Eagle	7/10/2020	Four cases of three (3) 75cl bottles of 2016 Screaming Eagle	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$39.00	800 / 1,000	$31,200 / $39,000	$5,566
#HALONFR / Series Halo: Combat Evolved	7/10/2020	2001 Halo: Combat Evolved [NFR Not For Resale] Wata 9.8 A++ Sealed Xbox Video Game	Purchase Option Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$27.00	800 / 1,000	$21,600 / $27,000	$2,630
#AVENGERS1 / Series 1963 Avengers #1	7/10/2020	1963 Avengers #1 CGC NM + 9.6 comic book	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$54.00	4,000 / 5,000	$216,000 / $270,000	$14,675
#SUPER14 / Series Superman #14	7/10/2020	1942 Superman #14 CGC NM 9.4 comic book	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$25.00	4,160 / 5,200	$104,000 / $130,000	$7,125
#94JETER / Series 1994 Derek Jeter Jersey	7/10/2020	1994 Derek Jeter Signed and Game-Worn Columbus Clippers Away Jersey	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$45.00	800 / 1,000	$36,000 / $45,000	$4,450
#62MANTLE / Series 1962 Mickey Mantle World Series Bat	7/10/2020	1962 Mickey Mantle Professional Model Bat Attributed to the 1962 World Series	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$50.00	2,400 / 3,000	$120,000 / $150,000	$14,775
#DUNE / Series Inscribed First Edition Dune	7/10/2020	1965 Inscribed First Edition Copy of Frank Herbert’s Dune	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$13.25	800 / 1,000	$10,600 / $13,250	$1,418
#TOS39 / Series Tales of Suspense #39	7/10/2020	1963 Tales of Suspense #39 CGC NM 9.4 comic book	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$45.00	2,400 / 3,000	$108,000 / $135,000	$12,038

#2020TOPPS / Series 2020 Topps Complete Set	7/10/2020	Ten (10) Complete Sets of Topps 2020 Limited First Edition Series 1 & 2 Topps Baseball Cards	Purchase Option Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$10.00	8,000 / 10,000	$80,000 / $100,000	$100
#93DAYTONA / Series Rolex Daytona ref. 16528	7/10/2020	1993 Rolex Oyster Perpetual Cosmograph Daytona ref. 16528	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$21.00	1,600 / 2,000	$33,600 / $42,000	$3,480
#TORNEK / Series Tornek-Rayville ref. TR-900	7/10/2020	1964 Tornek-Rayville ref. TR-900	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$55.00	2,400 / 3,000	$132,000 / $165,000	$8,513
#57STARR / Series 1957 Topps Bart Starr Card	7/10/2020	1957 Topps #119 Bart Starr Rookie Card	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$1.00	6,400 / 8,000	$6,400 / $8,000	($1,180)
#57MANTLE / Series 1957 Topps Mickey Mantle Card	7/10/2020	1957 Topps #95 Mickey Mantle Card	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$1.00	6,400 / 8,000	$6,400 / $8,000	($1,180)
#39TEDWILL / Series 1939 Play Ball Ted Williams Card	7/10/2020	1939 Gum Inc. Play Ball #92 Ted Williams Rookie Card	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$5.00	4,480 / 5,600	$22,400 / $28,000	($1,130)
#ANMLFARM / Series Animal Farm		First Edition, First printing of Animal Farm by George Orwell	Upfront Purchase	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$10.00	800 / 1,000	$8,000 / $10,000	$500
#37HEISMAN / Series 1937 Heisman Memorial Trophy		1937 Heisman Memorial Trophy Awarded to Yale University Halfback Clint Frank	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$46.00	8,000 / 10,000	$368,000 / $460,000	$41,350
#JUSTICE1 / Series Justice League of America #1		1960 Justice League of America #1 CGC NM+ 9.6 comic book	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$43.00	4,000 / 5,000	$172,000 / $215,000	$20,638

#AF15 / Series Amazing Fantasy #15	1962 Amazing Fantasy #15 CGC VF 8.0 comic book	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$25.00	6,400 / 8,000	$160,000 / $200,000	$6,900
#59JFK / Series Profiles in Courage	1959 Inscribed Presentation Copy of Profiles in Courage by John F. Kennedy	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$13.00	1,600 / 2,000	$20,800 / $26,000	$1,540
#CLEMENTE2 / Series 1959 Roberto Clemente Bat	1959 Roberto Clemente Signature Model Bat	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$35.00	1,600 / 2,000	$56,000 / $70,000	$8,175
#SPIDER10 / Series 1963 Amazing Spider-Man #10	1963 Marvel Comics Amazing Spider-Man #10 CGC NM/M 9.8 comic book	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$5.00	3,360 / 4,200	$16,800 / $21,000	$1,690
#GRAPES / Series Grapes of Wrath	1939 Inscribed First Edition Presentation copy of The Grapes of Wrath by John Steinbeck	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$19.50	1,600 / 2,000	$31,200 / $39,000	$6,410
#09TROUT / Series 2009 Bowman Mike Trout Card	2009 Bowman Chrome Draft Prospects #DBPP89 Mike Trout (Orange Refractor) Signed Rookie Card	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$25.00	8,000 / 10,000	$200,000 / $250,000	$20,025
#JOBSMAC / Series 1986 Steve Jobs Signed Computer	1986 Macintosh Plus Computer Signed by Steve Jobs	Upfront Purchase	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$10.00	4,000 / 5,000	$40,000 / $50,000	$13,400
#AVENGE57 / Series 1968 Avengers #57	1968 Marvel Avengers #57 CGC NM/M 9.8 comic book	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$1.00	16,000 / 20,000	$16,000 / $20,000	$1,700

#PICNIC / Series Hermès Picnic Kelly 35		Limited Edition Natural Barénia Leather & Osier Picnic Kelly 35cm Bag with palladium hardware	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$27.00	1,600 / 2,000	$43,200 / $54,000	$4,360
#79STELLA / Series Rolex Ref. 18038 Coral Stella		1979 Rolex Ref. 18038 Coral “Stella Dial” Day-Date	Purchase Agreement	Upcoming	Q3 2020 or Q4 2020	Q3 2020 or Q4 2020	$23.00	2,400 / 3,000	$55,200 / $69,000	$5,693

Use of Proceeds Table		Dollar Amount	Percentage of Gross Cash Proceeds
Uses
Cash Portion of the #37HEISMAN Asset Cost (1)		$410,000	89.13%
Interests issued to Asset Seller as part of total consideration (1)		$0	0.00%
Cash on Series Balance Sheet		$300	0.07%
Brokerage Fee		$4,600	1.00%
Offering Expenses (2)		$3,450	0.75%
Acquisition Expenses (3)	Accrued Interest	$0	0.00%
	Finder Fee	$0	0.00%
	Authentication Expense	$0	0.00%
	Transport from Seller to Warehouse incl. associated Insurance (as applicable)	$100	0.02%
	Marketing Materials	$200	0.04%
	Refurbishment & maintenance	$0	0.00%
Sourcing Fee		$41,350	8.99%
Total Fees and Expenses		$49,700	10.80%
Total Proceeds		$460,000	100.00%

Series Detail Table
Agreement Type	Purchase Agreement
Date of Agreement	7/10/2020
Expiration Date of Agreement	N/A
Down-payment Amount	$150,000
Installment 1 Amount	$260,000
Installment 2 Amount	$0
Interests issued to Asset Seller as part of total consideration	$0
Asset Seller Specifics	Member of the Advisory Board of the Company
Acquisition Expenses	$300

Series 1937 Heisman Memorial Trophy
Sport	Football
League	Ivy League (NCAA)
Team	Yale University Bulldogs
Player / Number	Clint Frank / 14
Year / Season	1937
Memorabilia Type	Trophy
Presented By	The Downtown Athletic Club
Award Name	The Heisman Memorial Trophy
Given For	“Outstanding performance which best exhibits the pursuit of excellence with integrity. Winners epitomize great ability combined with diligence, perseverance, and hard work.”
Material	Bronze
Dimensions	14” long x 6” wide x 13” tall
Weight	45 lbs.
Inscription	Plaque, “The Heisman Memorial Trophy, Presented by the Downtown Athletic Club of New York City to Clint Frank, Yale University, as the Outstanding College Football Player of 1937.”
Authentication	Letter of provenance, Frank Family

Series Justice League of America #1
Title	Justice League of America #1
Publisher	DC Comics
Store Date	October 10, 1960
Cover Price	$0.10
Editing	Julius Schwartz
Script	Gardner Fox
Pencils	Mike Sekowsky
Inks	Bernard Sachs
Letters	Murphy Anderson, Bernard Sachs
Authentication	Certified Guaranty Company (CGC)
Grade	NM+ 9.6

Series Amazing Fantasy #15
Title	Amazing Fantasy #15
Key Issue	Origin and first appearance of Spider-Man
Publisher	Marvel
Store Date	July 31, 1962
Cover Price	$0.12
Editing	Stan Lee
Script	Stan Lee
Pencils	Jack Kirby, Steve Ditko
Inks	Steve Ditko
Colors	Stan Goldberg
Letters	Artie Simek
Authentication	Certified Guaranty Company (CGC)
Grade	VF 8.0

Series Profiles in Courage
Title	Profiles in Courage
Publisher	Harper & Brothers
Publication Date	1959
Binding	Hardcover
Book Condition	Good with minor wear
Edition	Presentation Copy
Inscription or Note	Signed by John F. Kennedy, and inscribed: “For Frank – with warm regards and esteem from his friend John F. Kennedy”

Series 1959 Roberto Clemente Bat
Sport	Baseball
Professional League	MLB
Player / Number	Roberto Clemente / 21
Team	Pittsburg Pirates
Season	1958
Memorabilia Type / Manufacturer	U1 Signature Model / Hillerich & Bradsby
Primary Color	Brown
Length	34.5 inches
Weight	33.0 ounces
Authentication	Professional Sports Authenticators (PSA)
Grade	GU 10

Series 1963 Amazing Spider Man #10
Title	Amazing Spider-Man #10
Publisher	Marvel
Store Date	March 10, 1964
Cover Price	$0.12
Editing	Stan Lee
Script	Stan Lee
Pencils	Steve Ditko, Jack Kirby
Inks	Steve Ditko, Jack Ayers
Letters	Sam Rosen
Authentication	CGC
Grade	NM/M 9.8

Series Grapes of Wrath
Title	The Grapes of Wrath
Author	John Steinbeck
Publisher	The Viking Press
Publication Date	1939
Binding	Hardcover
Book Condition	Very good with minor wear
Edition	First Edition, Presentation Copy
Inscriptions or Note	Signed by John Steinbeck and inscribed: “For Beth with love / John”

Series 2009 Bowman Mike Trout Card
Sport	Baseball
Professional League	Major League Baseball (MLB)
Player / Number	Mike Trout / 27
Team	Los Angeles Angels
Year / Season	2009
Memorabilia Type	Trading Card
Manufacturer	Bowman
Issue	2009 Bowman Chrome Draft Prospects
Variant	Orange Refractors
Rarity	1/25 (Orange Refractors)
Signature	“Mike Trout”
Authentication	Beckett Grading Services (BGS)
Grade (Card)	GEM MINT 9.5
Grade (Signature)	BGS 10

Series 1986 Steve Jobs Signed Computer
Manufacturer	Apple Inc.
Model	Macintosh Plus
Introduced	01/16/1986
Weight (lbs.)	16.5
Dimensions	13.6” H x 9.6” W x 10.9” D
Ram Size	1 MB
Signed	Steve Jobs, Andy Hetzfeld, Patti Kenyon, Guy L. ‘Bud’ Tribble, Joanna R. Hoffman,
Signed (cont.)	Steve Capps, Larry Kenyon, Mike Boich, Brian Howard and Guy Kawasaki
Authentication	PSA/DNA, Beckett Authentication Services (BGS)
Grade	LOA from PSA/DNA and BGS, Letter of Provenance

Series 1968 Avengers #57
Title	Avengers #57
Key Issue	First appearance of the Silver Age Vision
Publisher	Marvel
Store Date	October 1968
Cover Price	$0.12
Editing	Stan Lee
Script	Roy Thomas
Pencils	John Buscema, Marie Severin
Inks	George Klein
Letters	Sam Rosen
Authentication	CGC
Grade	NM+ 9.6

Series Hermès Picnic Kelly 35
Manufacturer	Hermès
Model	Natural Barénia Leather and Osier Picnic Kelly 35
Hardware	Palladium
Country of Origin	France
Year	2018
Color	Beige
Accompanied By:	Lock, Keys, Clochette, Leather Card, Two Small Dust Bags, Large Dust Bag, Box and Ribbon.
Closure	Flap closure with two belted straps and a turn lock in the center
Primary Material	Osier (wicker)
Height	28 centimeters
Length	35 centimeters
Width	18 centimeters

Series Rolex Ref. 18038 Coral Stella
BASIC OVERVIEW
Reference Number	18038
Brand	Rolex
Model	Day-Date “Stella Dial”
Case Material	18k yellow gold
Year	1979
Condition	Original, very good.
Scope of Delivery	Original Papers, Original Hang Tag, Original Guaranty
Functions	Day and date
CALIBER
Movement	Automatic
Movement/Caliber	3055
CASE
Case Diameter	36 mm
Bezel Material	18k yellow gold
Glass	Sapphire Crystal
Dial	Coral enamel
Dial Numbers	Factory Diamond Hour Markers
BRACELET/STRAP
Bracelet Material	18k yellow gold
Clasp	Deployant clasp, hidden
Clasp Material	18k yellow gold

Cash Balance
Applicable Series	Asset	12/31/2019
Series #52MANTLE	1952 Topps #311 Mickey Mantle Card	`$1,450`
Series #71MAYS	1971 Willie Mays Jersey	`1,600`
Series #RLEXPEPSI	Rolex GMT Master II	`300`
Series #10COBB	1910 Ty Cobb Card	`1,545`
Series #POTTER	1997 First Edition Harry Potter	`1,095`
Series #TWOCITIES	First Edition A Tale of Two Cities	`1,495`
Series #FROST	First Edition A Boy's Will	`1,695`
Series #BIRKINBLU	Bleu Saphir Lizard Hermès Birkin	`1,250`
Series #SMURF	Rolex Submariner "Smurf"	`1,100`
Series #70RLEX	1970 Rolex Beta 21	`1,200`
Series #EINSTEIN	First Edition of Philosopher-Scientist	`1,750`
Series #HONUS	1909-11 Honus Wagner Card	`5,300`
Series #75ALI	1975 Muhammad Ali Boots	`1,050`
Series #71ALI	1971 “Fight of the Century” Contract	`1,600`
Total Series Cash Balance		`22,430`
RSE Archive		`2,029`
Total Cash Balance		`$24,459`

Series Interest	Series Name	Underlying Asset	Offering Size	Launch Date	Closing Date	Comments
Series #52MANTLE Interests	Series #52MANTLE	1952 Topps #311 Mickey Mantle Card	$132,000	10/18/2019	10/25/2019	• The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering
Series #71MAYS Interests	Series #71MAYS	1971 Willie Mays Jersey	$57,000	10/25/2019	10/31/2019	• The offering closed and all obligations under the purchase option agreement and other obligations were repaid with the proceeds of the Offering • The Memorabilia Seller was issued 10% of Interests as part of total purchase consideration
Series #RLEXPEPSI Interests	Series #RLEXPEPSI	Rolex GMT Master II 126710BLRO	$17,800	11/1/2019	11/6/2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #10COBB Interests	Series #10COBB	1910 E98 Ty Cobb Card	$39,000	11/8/2019	11/14/2019	• The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering
Series #POTTER Interests	Series #POTTER	1997 First Edition Harry Potter	$72,000	11/15/2019	11/21/2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #TWOCITIES Interests	Series #TWOCITIES	First Edition A Tale of Two Cities	$14,500	11/15/2019	11/21/2019	• The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering
Series #FROST Interests	Series #FROST	First Edition A Boy's Will	$13,500	11/15/2019	11/21/2019	• The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering
Series #BIRKINBLEU Interests	Series #BIRKINBLEU	Bleu Saphir Lizard Hermès Birkin	$58,000	11/22/2019	11/27/2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #SMURF Interests	Series #SMURF	Rolex Submariner Date "Smurf" Ref. 116619LB	$34,500	11/22/2019	11/27/2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #70RLEX Interests	Series #70RLEX	1970 Rolex Ref. 5100 Beta 21	$20,000	11/27/2019	12/6/2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #EINSTEIN Interests	Series #EINSTEIN	First Edition of Philosopher-Scientist	$14,500	12/6/2019	12/13/2019	• The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering
Series #HONUS Interests	Series #HONUS	1909-1911 T206 Honus Wagner Card	$520,000	12/13/2019	12/26/2019	• The offering closed and all obligations under the purchase option agreement and other obligations were repaid with the proceeds of the Offering • The Memorabilia Seller was issued 53% of Interests as part of total purchase consideration
Series #75ALI Interests	Series #75ALI	1975 Muhammad Ali Boots worn in fight against Chuck Wepner	$46,000	12/20/2019	12/29/2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #71ALI Interests	Series #71ALI	1971 “Fight of the Century” Contract	$31,000	12/20/2019	12/30/2019	• The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering
Total at 12/31/2019	14 Series		$1,069,800

As of 12/31/2019
Capitalized Costs
	Applicable Series		Asset	Purchase Price / Down payment	Authen-tication	Other	Total
Asset 1	Series #52MANTLE	(1)	1952 Topps #311 Mickey Mantle Card	`$125,000`	`$-`	`$-`	`$125,000`
Asset 2	Series #71MAYS	(1)	1971 Willie Mays Jersey	`52,500`	`-`	`-`	`52,500`
Asset 3	Series #RLEXPEPSI	(1)	Rolex GMT Master II	`16,800`	`-`	`-`	`16,800`
Asset 4	Series #10COBB	(1)	1910 Ty Cobb Card	`35,000`	`-`	`-`	`35,000`
Asset 5	Series #POTTER	(1)	1997 First Edition Harry Potter	`65,000`	`100`	`5,000`	`70,100`
Asset 6	Series #TWOCITIES	(1)	First Edition A Tale of Two Cities	`12,000`	`100`	`-`	`12,100`
Asset 7	Series #FROST	(1)	First Edition A Boy's Will	`10,000`	`100`	`-`	`10,100`
Asset 8	Series #BIRKINBLU	(1)	Bleu Saphir Lizard Hermès Birkin	`55,500`	`-`	`-`	`55,500`
Asset 9	Series #SMURF	(1)	Rolex Submariner "Smurf"	`29,500`	`-`	`-`	`29,500`
Asset 10	Series #70RLEX	(1)	1970 Rolex Beta 21	`17,900`	`-`	`-`	`17,900`
Asset 11	Series #EINSTEIN	(1)	First Edition of Philosopher-Scientist	`11,000`	`100`	`-`	`11,100`
Asset 12	Series #HONUS	(1)	1909-11 Honus Wagner Card	`500,028`	`-`	`-`	`500,028`
Asset 13	Series #75ALI	(1)	1975 Muhammad Ali Boots	`44,000`	`-`	`-`	`44,000`
Asset 14	Series #71ALI	(1)	1971 “Fight of the Century” Contract	`27,500`	`-`	`-`	`27,500`
Asset 15	Series #APROAK	(2)	AP Royal Oak A-Series	`72,500`	`-`	`-`	`72,500`
Asset 16	Series #88JORDAN	(2)	1988 Air Jordan III Sneakers	`20,000`	`-`	`-`	`20,000`
Asset 17	Series #SNOOPY	(2)	2015 Omega Speedmaster Moonwatch	`24,000`	`-`	`-`	`24,000`
Asset 18	Series #98JORDAN	(2)	1998 Michael Jordan Jersey	`120,000`	`-`	`-`	`120,000`
Asset 19	Series #18ZION	(2)	2018 Zion Williamson Sneakers	`13,500`	`-`	`-`	`13,500`
Asset 20	Series #YOKO	(2)	First Edition Grapefruit	`12,500`	`100`	`-`	`12,600`
Asset 21	Series #APOLLO11	(2)	Apollo 11 New York Times	`30,000`	`-`	`-`	`30,000`
Asset 22	Series #APEOD	(2)	AP Royal Oak "End of Days"	`28,000`	`-`	`-`	`28,000`
Asset 23	Series #ROOSEVELT	(2)	First Edition African Game Trails	`17,000`	`200`	`-`	`17,200`
Asset 24	Series #AGHOWL	(2)	First Edition Howl and Other Poems	`15,500`	`-`	`-`	`15,500`
Asset 25	Series #56MANTLE	(2)	1956 Mickey Mantle Card	`9,000`	`-`	`-`	`9,000`
Asset 26	Series #24RUTHBAT	(2)	1924 Babe Ruth Bat	`50,000`	`-`	`-`	`50,000`
Asset 27	Series #33RUTH	(2)	1933 Babe Ruth Card	`74,000`	`-`	`-`	`74,000`
Asset 28	Series #BIRKINBOR	(2)	2015 Hermès Bordeaux Birkin	`12,500`	`-`	`-`	`12,500`
Asset 29	Series #HIMALAYA	(2)	2014 Hermès Himalaya Birkin	`32,500`	`-`	`-`	`32,500`
Asset 30	Series #SPIDER1	(2)	1963 Amazing Spider-Man #1	`5,000`	`-`	`-`	`5,000`
Asset 31	Series #BATMAN3	(2)	1940 Batman #3	`18,750`	`-`	`-`	`18,750`
Asset 32	Series #ULYSSES	(2)	1935 First Edition Ulysses	`22,000`	`-`	`-`	`22,000`
Total				`$1,578,478`	`$700`	`$5,000`	`$1,584,178`

Acquisition Expense 2019				`$1,578,478`	`$700`	`$5,000`	`$1,584,178`

Membership Contribution and Uses at Closing
Applicable Series	Asset	Closing Date	Membership Interests	Brokerage Fee	Sourcing Fee	Custody Fee	Total
Series #52MANTLE	1952 Topps #311 Mickey Mantle Card	10/25/2019	`$132,000`	`$1,320`	`$3,090`	`$990`	`$126,600`
Series #71MAYS	1971 Willie Mays Jersey	10/31/2019	`57,000`	`570`	`1,830`	`500`	`54,100`
Series #RLEXPEPSI	Rolex GMT Master II	11/6/2019	`17,800`	`178`	`22`	`500`	`17,100`
Series #10COBB	1910 Ty Cobb Card	11/14/2019	`39,000`	`390`	`1,510`	`500`	`36,600`
Series #POTTER	1997 First Edition Harry Potter	11/21/2019	`72,000`	`720`	`-`	`540`	`70,740`
Series #TWOCITIES	First Edition A Tale of Two Cities	11/21/2019	`14,500`	`145`	`55`	`500`	`13,800`
Series #FROST	First Edition A Boy's Will	11/21/2019	`13,500`	`135`	`865`	`500`	`12,000`
Series #BIRKINBLU	Bleu Saphir Lizard Hermès Birkin	11/27/2019	`58,000`	`580`	`170`	`500`	`56,750`
Series #SMURF	Rolex Submariner "Smurf"	11/27/2019	`34,500`	`345`	`2,905`	`500`	`30,750`
Series #70RLEX	1970 Rolex Beta 21	12/9/2019	`20,000`	`200`	`50`	`500`	`19,250`
Series #EINSTEIN	First Edition of Philosopher-Scientist	12/12/2019	`14,500`	`145`	`855`	`500`	`13,000`
Series #HONUS	1909-11 Honus Wagner Card	12/26/2019	`520,000`	`5,200`	`5,572`	`3,900`	`505,328`
Series #75ALI	1975 Muhammad Ali Boots	12/30/2019	`46,000`	`460`	`-`	`500`	`45,040`
Series #71ALI	1971 “Fight of the Century” Contract	12/30/2019	`31,000`	`310`	`1,090`	`500`	`29,100`
Total			`$1,069,800`	`$10,698`	`$18,014`	`$10,930`	`$1,030,158`

Earnings (Loss) Per Membership Interest (EPMI)
			12/31/2019
Applicable Series	Asset	Membership Interests	Net (Loss) / Income	EPMI
Series #52MANTLE	1952 Topps #311 Mickey Mantle Card	`1,000`	`$(607)`	`$(0.61)`
Series #71MAYS	1971 Willie Mays Jersey	`2,000`	`(301)`	`(0.15)`
Series #RLEXPEPSI	Rolex GMT Master II	`2,000`	`(225)`	`(0.11)`
Series #10COBB	1910 Ty Cobb Card	`1,000`	`(233)`	`(0.23)`
Series #POTTER	1997 First Edition Harry Potter	`3,000`	`(196)`	`(0.07)`
Series #TWOCITIES	First Edition A Tale of Two Cities	`200`	`(142)`	`(0.71)`
Series #FROST	First Edition A Boy's Will	`200`	`(140)`	`(0.70)`
Series #BIRKINBLU	Bleu Saphir Lizard Hermès Birkin	`1,000`	`(215)`	`(0.21)`
Series #SMURF	Rolex Submariner "Smurf"	`2,000`	`(329)`	`(0.16)`
Series #70RLEX	1970 Rolex Beta 21	`1,000`	`(105)`	`(0.10)`
Series #EINSTEIN	First Edition of Philosopher-Scientist	`2,000`	`(73)`	`(0.04)`
Series #HONUS	1909-11 Honus Wagner Card	`10,000`	`(965)`	`(0.10)`
Series #75ALI	1975 Muhammad Ali Boots	`2,000`	`(86)`	`(0.04)`
Series #71ALI	1971 “Fight of the Century” Contract	`2,000`	`(55)`	`(0.03)`

Borrowing Base
Asset Type	Series	Underlying Asset	$ Borrowed	Date Drawn
Automobile	#81AV1	1982 Aston Martin V8 Vantage	`$285,000`	12/20/2019
Automobile	#72FG2	1972 Ferrari 365 GT C/4	`275,000`	12/20/2019
Automobile	#95FF1	1995 Ferrari 355 Spider	`105,000`	12/20/2019
Automobile	#03SS1	2003 Series Saleen S7	`330,000`	12/20/2019
Memorabilia	#98JORDAN	1998 Michael Jordan Jersey	`120,000`	12/20/2019
Memorabilia	#33RUTH	1933 Babe Ruth Card	`74,000`	12/20/2019
Memorabilia	#56MANTLE	1956 Mickey Mantle Card	`9,000`	12/20/2019
Memorabilia	#88JORDAN	1988 Air Jordan III Sneakers	`20,000`	12/20/2019
Memorabilia	#AGHOWL	First Edition Howl and Other Poems	`15,500`	12/20/2019
Memorabilia	#ROOSEVELT	First Edition African Game Trails	`17,000`	12/20/2019
Memorabilia	#ULYSSES	1935 First Edition Ulysses	`22,000`	12/20/2019
Memorabilia	#YOKO	First Edition Grapefruit	`12,500`	12/20/2019
Memorabilia	#BIRKINBOR	2015 Hermès Bordeaux Birkin	`50,000`	12/20/2019
Memorabilia	#HIMALAYA	2014 Hermès Himalaya Birkin	`130,000`	12/20/2019
Memorabilia	#SPIDER1	1963 Amazing Spider-Man #1	`20,000`	12/20/2019
Memorabilia	#BATMAN3	1940 Batman #3	`75,000`	12/20/2019
Total			`$1,560,000`

Applicable Series	Federal Tax Benefit at Statutory Rate	Change in Valuation Allowance	Benefit for Income Taxes
Series #52MANTLE	$ (127)	$ 127	$ -
Series #71MAYS	(63)	63	-
Series #RLEXPEPSI	(47)	47	-
Series #10COBB	(49)	49	-
Series #POTTER	(41)	41	-
Series #TWOCITIES	(30)	30	-
Series #FROST	(29)	29	-
Series #BIRKINBLU	(45)	45	-
Series #SMURF	(69)	69	-
Series #70RLEX	(22)	22	-
Series #EINSTEIN	(15)	15	-
Series #HONUS	(203)	203	-
Series #75ALI	(18)	18	-
Series #71ALI	(12)	12	-
Total	$ (770)	$ 770	$ -

Federal Loss Carry-forward
Applicable Series	Federal Loss Carry-forward	Valuation Allowance	Net Deferred Tax Asset
Series #52MANTLE	$ (127)	$ 127	$ -
Series #71MAYS	(63)	63	-
Series #RLEXPEPSI	(47)	47	-
Series #10COBB	(49)	49	-
Series #POTTER	(41)	41	-
Series #TWOCITIES	(30)	30	-
Series #FROST	(29)	29	-
Series #BIRKINBLU	(45)	45	-
Series #SMURF	(69)	69	-
Series #70RLEX	(22)	22	-
Series #EINSTEIN	(15)	15	-
Series #HONUS	(203)	203	-
Series #75ALI	(18)	18	-
Series #71ALI	(12)	12	-
Total	$ (770)	$ 770	$ -

	Series #HONUS
	As Originally Filed	Adjustment	As Restated

Cash flows from investing activities:
Investment in memorabilia	($500,028)	$275,028	($225,000)
Net cash used in investing activities	($500,028)	$275,028	($225,000)

Cash flows from financing activities:
Proceeds from sale of membership interests	$505,328	($275,028)	$230,300
Net cash provided by financing activities	$505,328	($275,028)	$230,300



	Series #71MAYS
	As Originally Filed	Adjustment	As Restated

Cash flows from investing activities:
Investment in memorabilia	($52,500)	$5,250	($47,250)
Net cash used in investing activities	($52,500)	$5,250	($47,250)

Cash flows from financing activities:
Proceeds from sale of membership interests	$54,100	($5,250)	$48,850
Net cash provided by financing activities	$54,100	($5,250)	$48,850



	Consolidated
	As Originally Filed	Adjustment	As Restated

Cash flows from investing activities:
Investment in memorabilia	($1,301,928)	$280,278	($1,021,650)
Net cash used in investing activities	($1,584,178)	$280,278	($1,303,900)

Cash flows from financing activities:
Proceeds from sale of membership interests	$1,030,158	($280,278)	$749,880
Net cash provided by financing activities	$1,608,178	($280,278)	$1,327,900

Asset:	1937 Heisman Memorial Trophy
Description:	Presented to Yale University Halfback Clint Frank
Total Acquisition Cost:	$ 410,000
Consideration: Cash (%) Equity (%) Total	$ 410,000 (100%) (0%) $ 410,000
Other Terms: Down Payment Balance Due	$ 150,000.00 due on signing $ 260,000.00 due on October 9, 2020

By: /s/ Christopher J. Bruno		By: /s/ Ken Goldin
RSE Archive, LLC		SELLER
`Name:`Christopher J. Bruno		Name: Ken Goldin
`Title:` Chief Executive Officer		Title: Principal

Asset:	Justice League of America #1
Description:	Grade: CGC NM+ 9.6 Cert #: 0152447001
Total Acquisition Cost:	$ 190,000
Consideration: Cash (%) Equity (%) Total	$ 190,000 (100%) (0%) $ 190,000
Other Terms: Down Payment	$ 190,000.00 due on August 10, 2020

By: /s/ Christopher J. Bruno		By: Vincent Zurzolo
RSE Archive, LLC		SELLER
`Name:`Christopher J. Bruno		Name: Vincent Zurzolo
`Title:` Chief Executive Officer		Title: Principal