RSE Collection, LLC (Form: 1-A POS, Received: 06/22/2020 06:02:40)

MOTOR VEHICLES & PASSENGER CAR BODIES

250 LAFAYETTE STREET

Max Niederste-Ostholt

DISTRICT OF COLUMBIA

Series #77LE1, a series of RSE Collection, LLC

Aggregate amount: $77,700 Basis of Computing: 2000 LLC Interests at $38.85 per Interest

Rule 506(c) - sale to verified accredited investors of interests in Series #77LE1

EXPLANATORY NOTE

This is a post-qualification amendment to an offering statement on Form 1-A filed by RSE Collection, LLC. The offering statement was originally filed by RSE Collection, LLC on June 30, 2017 and has been amended by RSE Collection, 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 August 10, 2017.

Different series of RSE Collection, LLC have already been offered or have been qualified but not yet launched as of the date hereof, by RSE Collection, LLC under the offering statement, as amended and qualified. Each such series of RSE Collection, LLC will continue to be offered and sold by RSE Collection, 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 Collection, LLC and to amend, update and/or replace certain information contained in the Offering Circular. 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. 21 amends the Post-Qualification Offering Circular No. 20 of RSE Collection LLC, dated April 29, 2020, as qualified on May 6, 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. 21

SUBJECT TO COMPLETION; DATED JUNE 19, 2020

RSE COLLECTION, 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 Collection, LLC (the “Company,” “RSE Collection,” “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 #69BM1	Per Unit	$57.50		$57.50
	Total Minimum	$103,500		$103,500
	Total Maximum	$115,000		$115,000

Series #85FT1	Per Unit	$82.50		$82.50
	Total Minimum	$148,500		$148,500
	Total Maximum	$165,000		$165,000

Series #88LJ1	Per Unit	$67.50		$67.50
	Total Minimum	$121,500		$121,500
	Total Maximum	$135,000		$135,000

Series #55PS1	Per Unit	$212.50		$212.50
	Total Minimum	$382,500		$382,500
	Total Maximum	$425,000		$425,000


Series #95BL1	Per Unit	$59.25	$59.25
	Total Minimum	$106,650	$106,650
	Total Maximum	$118,500	$118,500

Series #89PS1	Per Unit	$82.50	$82.50
	Total Minimum	$148,500	$148,500
	Total Maximum	$165,000	$165,000

Series #90FM1	Per Unit	$8.25	$8.25
	Total Minimum	$14,850	$14,850
	Total Maximum	$16,500	$16,500

Series #83FB1	Per Unit	$70.00	$70.00
	Total Minimum	$315,000	$315,000
	Total Maximum	$350,000	$350,000

Series #98DV1	Per Unit	$65.00	$65.00
	Total Minimum	$117,000	$117,000
	Total Maximum	$130,000	$130,000

Series #06FS1	Per Unit	$39.80	$39.80
	Total Minimum	$174,125	$174,125
	Total Maximum	$209,000	$209,000

Series #93XJ1	Per Unit	$99.00	$99.00
	Total Minimum	$445,500	$445,500
	Total Maximum	$495,000	$495,000

Series #02AX1	Per Unit	$54.00	$54.00
	Total Minimum	$97,200	$97,200
	Total Maximum	$108,000	$108,000


Series #99LE1	Per Unit	$34.75	$34.75
	Total Minimum	$62,550	$62,550
	Total Maximum	$69,500	$69,500

Series #91MV1	Per Unit	$19.00	$19.00
	Total Minimum	$34,200	$34,200
	Total Maximum	$38,000	$38,000

Series #92LD1	Per Unit	$55.00	$55.00
	Total Minimum	$148,500	$148,500
	Total Maximum	$165,000	$165,000

Series #94DV1	Per Unit	$28.75	$28.75
	Total Minimum	$51,750	$51,750
	Total Maximum	$57,500	$57,500

Series #00FM1	Per Unit	$24.75	$24.75
	Total Minimum	$44,550	$44,550
	Total Maximum	$49,500	$49,500

Series #72MC1	Per Unit	$62.25	$62.25
	Total Minimum	$112,050	$112,050
	Total Maximum	$124,500	$124,500

Series #06FG1	Per Unit	$64.00	$64.00
	Total Minimum	$288,000	$288,000
	Total Maximum	$320,000	$320,000

Series #11BM1	Per Unit	$42.00	$42.00
	Total Minimum	$75,600	$75,600
	Total Maximum	$84,000	$84,000


Series #80LC1	Per Unit	$127.00	$127.00
	Total Minimum	$571,500	$571,500
	Total Maximum	$635,000	$635,000

Series #02BZ1	Per Unit	$65.00	$65.00
	Total Minimum	$175,500	$175,500
	Total Maximum	$195,000	$195,000

Series #88BM1	Per Unit	$47.00	$47.00
	Total Minimum	$126,900	$126,900
	Total Maximum	$141,000	$141,000

Series #63CC1	Per Unit	$63.00	$63.00
	Total Minimum	$113,400	$113,400
	Total Maximum	$126,000	$126,000

Series #76PT1	Per Unit	$63.30	$63.30
	Total Minimum	$170,910	$170,910
	Total Maximum	$189,900	$189,900

Series #75RA1	Per Unit	$28.00	$28.00
	Total Minimum	$75,600	$75,600
	Total Maximum	$84,000	$84,000

Series #65AG1	Per Unit	$89.25	$89.25
	Total Minimum	$160,650	$160,650
	Total Maximum	$178,500	$178,500

Series #93FS1	Per Unit	$68.75	$68.75
	Total Minimum	$123,750	$123,750
	Total Maximum	$137,500	$137,500


Series 2003 Porsche 911 GT2	Per Unit	$0.00	$0.00
	Total Minimum	$0	$0
	Total Maximum	$0	$0

Series #61JE1	Per Unit	$82.00	$82.00
	Total Minimum	$221,400	$221,400
	Total Maximum	$246,000	$246,000

Series #90MM1	Per Unit	$5.32	$5.32
	Total Minimum	$23,940	$23,940
	Total Maximum	$26,600	$26,600

Series #65FM1	Per Unit	$41.25	$41.25
	Total Minimum	$74,250	$74,250
	Total Maximum	$82,500	$82,500

Series #88PT1	Per Unit	$30.00	$30.00
	Total Minimum	$54,990	$54,990
	Total Maximum	$66,000	$66,000

Series #94LD1	Per Unit	$119.50	$119.50
	Total Minimum	$537,750	$537,750
	Total Maximum	$597,500	$597,500

Series #99SS1	Per Unit	$137.50	$137.50
	Total Minimum	$110,000	$110,000
	Total Maximum	$137,500	$137,500

Series #94FS1	Per Unit	$72.50	$72.50
	Total Minimum	$116,000	$116,000

	Total Maximum	$145,000	$145,000

Series #61MG1	Per Unit	$68.00	$68.00
	Total Minimum	$306,000	$306,000
	Total Maximum	$340,000	$340,000

Series #92CC1	Per Unit	$26.25	$26.25
	Total Minimum	$42,000	$42,000
	Total Maximum	$52,500	$52,500

Series #89FT1	Per Unit	$45.00	$45.00
	Total Minimum	$144,000	$144,000
	Total Maximum	$180,000	$180,000

Series #80PN1	Per Unit	$9.60	$9.60
	Total Minimum	$38,400	$38,400
	Total Maximum	$48,000	$48,000

Series #89FG2	Per Unit	$75.00	$75.00
	Total Minimum	$120,000	$120,000
	Total Maximum	$150,000	$150,000

Series #88LL1	Per Unit	$146.00	$146.00
	Total Minimum	$233,600	$233,600
	Total Maximum	$292,000	$292,000

Series 1990 Mercedes 190E 2.5-16 Evo II	Per Unit	$0.00	$0.00
	Total Minimum	$0	$0
	Total Maximum	$0	$0

Series #03SS1	Per Unit	$125.00	$125.00
	Total Minimum	$300,000	$300,000
	Total Maximum	$375,000	$375,000

Series #72FG2	Per Unit	$98.33	$98.33
	Total Minimum	$236,000	$236,000
	Total Maximum	$295,000	$295,000

Series #95FF1	Per Unit	$60.00	$60.00
	Total Minimum	$96,000	$96,000
	Total Maximum	$120,000	$120,000

Series #82AB1	Per Unit	$58.86	$58.86
(4)	Total Minimum	$103,600	$103,600
	Total Maximum	$129,500	$129,500

Series #12MM1	Per Unit	$62.50	$62.50
(4)	Total Minimum	$100,000	$100,000
	Total Maximum	$125,000	$125,000

Series #55MG1	Per Unit	$1,250.00	$1,250.00
(4)	Total Minimum	$1,000,000	$1,000,000
	Total Maximum	$1,250,000	$1,250,000

Series #65PT1	Per Unit	$67.50	$67.50
(4)	Total Minimum	$108,000	$108,000
	Total Maximum	$135,000	$135,000

Series #73FD1	Per Unit	$142.50	$142.50
(4)	Total Minimum	$228,000	$228,000
	Total Maximum	$285,000	$285,000

Series #76FG1	Per Unit	$37.00	$37.00
(4)	Total Minimum	$148,000	$148,000
	Total Maximum	$185,000	$185,000

Series #89NG1	Per Unit	$26.67	$26.67
(4)	Total Minimum	$64,000	$64,000
	Total Maximum	$80,000	$80,000

Series #90FF1	Per Unit	$410.00	$410.00
(4)	Total Minimum	$984,000	$984,000
	Total Maximum	$1,230,000	$1,230,000

Series #95BE1	Per Unit	$170.00	$170.00
(4)	Total Minimum	$680,000	$680,000
	Total Maximum	$850,000	$850,000

Series #67FG1	Per Unit	$208.33	$208.33
(4)	Total Minimum	$500,000	$500,000
	Total Maximum	$625,000	$625,000

Series #67CC1	Per Unit	$100.00	$100.00
(4)	Total Minimum	$160,000	$160,000
	Total Maximum	$200,000	$200,000

Series #91GS1	Per Unit	$7.90	$7.90
(4)	Total Minimum	$34,760	$34,760
	Total Maximum	$43,450	$43,450

Series #67FS1	Per Unit	$48.75	$48.75
(4)	Total Minimum	$156,000	$156,000
	Total Maximum	$195,000	$195,000

Series #72PT1	Per Unit	$110.00	$110.00
(4)	Total Minimum	$176,000	$176,000
	Total Maximum	$220,000	$220,000

Series #08TR1	Per Unit	$20.00	$20.00
(4)	Total Minimum	$80,000	$80,000
	Total Maximum	$100,000	$100,000

Series #63PT1	Per Unit	$70.00	$70.00
(4)	Total Minimum	$123,200	$123,200
	Total Maximum	$154,000	$154,000

Series #55MS1	Per Unit	$97.50	$97.50
(4)	Total Minimum	$171,600	$171,600
	Total Maximum	$214,500	$214,500

Series #67MS1	Per Unit	$80.00	$80.00
(4)	Total Minimum	$128,000	$128,000
	Total Maximum	$160,000	$160,000

Series #99FF1	Per Unit	$62.50	$62.50
(4)	Total Minimum	$110,000	$110,000
	Total Maximum	$137,500	$137,500

Series #69PN1	Per Unit	$19.00	$19.00
(4)	Total Minimum	$76,000	$76,000
	Total Maximum	$95,000	$95,000

Series #90FT1	Per Unit	$41.25	$41.25
(4)	Total Minimum	$66,000	$66,000
	Total Maximum	$82,500	$82,500

Series #91JX1	Per Unit	$310.00	$310.00
(4)	Total Minimum	$1,240,000	$1,240,000
	Total Maximum	$1,550,000	$1,550,000

Series #87FF1	Per Unit	$129.80	$129.80
(4)	Total Minimum	$114,224	$114,224
	Total Maximum	$142,780	$142,780

Series #72FG1	Per Unit	$63.00	$63.00
(4)	Total Minimum	$276,000	$276,000
	Total Maximum	$345,000	$345,000

Series #99FG1	Per Unit	$66.25	$66.25
(4)	Total Minimum	$116,600	$116,600
	Total Maximum	$145,750	$145,750

Series #91DP1	Per Unit	$79.50	$79.50
(4)	Total Minimum	$318,000	$318,000
	Total Maximum	$397,500	$397,500

Series #89FG1	Per Unit	$27.50	$27.50
(4)	Total Minimum	$88,000	$88,000
	Total Maximum	$110,000	$110,000

Series #66AV1	Per Unit	$161.67	$161.67
(4)	Total Minimum	$388,000	$388,000
	Total Maximum	$485,000	$485,000

Series #99LD1	Per Unit	$172.50	$172.50
(4)	Total Minimum	$276,000	$276,000
	Total Maximum	$345,000	$345,000

Series #64AD1	Per Unit	$189.00	$189.00
(4)	Total Minimum	$756,000	$756,000
	Total Maximum	$945,000	$945,000

Series #95FM1	Per Unit	$230.00	$230.00
(4)	Total Minimum	$368,000	$368,000
	Total Maximum	$460,000	$460,000

Series #61JC1	Per Unit	$65.00	$65.00
(4)	Total Minimum	$156,000	$156,000
	Total Maximum	$195,000	$195,000

Series #94BE1	Per Unit	$200.00	$200.00
(4)	Total Minimum	$800,000	$800,000
	Total Maximum	$1,000,000	$1,000,000

Series #79PT1	Per Unit	$77.50	$77.50
(4)	Total Minimum	$124,000	$124,000
	Total Maximum	$155,000	$155,000

Series #68CC1	Per Unit	$67.50	$67.50
(4)	Total Minimum	$108,000	$108,000
	Total Maximum	$135,000	$135,000

Series #78MM1	Per Unit	$97.50	$97.50
(4)	Total Minimum	$78,000	$78,000
	Total Maximum	$97,500	$97,500

Series #81DD1	Per Unit	$24.00	$24.00
(4)	Total Minimum	$57,600	$57,600
	Total Maximum	$72,000	$72,000

Series #98AX1	Per Unit	$110.00	$110.00
(4)	Total Minimum	$88,000	$88,000
	Total Maximum	$110,000	$110,000

Series #08MS1	Per Unit	$106.67	$106.67
(4)	Total Minimum	$256,000	$256,000
	Total Maximum	$320,000	$320,000

Series #11FG1	Per Unit	$142.50	$142.50
(4)	Total Minimum	$456,000	$456,000
	Total Maximum	$570,000	$570,000

Series #06FG2	Per Unit	$97.50	$97.50
(4)	Total Minimum	$312,000	$312,000
	Total Maximum	$390,000	$390,000

Series #74AM1	Per Unit	$15.60	$15.60
(4)	Total Minimum	$62,400	$62,400
	Total Maximum	$78,000	$78,000

Series #74PN1	Per Unit	$20.50	$20.50
(4)	Total Minimum	$65,600	$65,600
	Total Maximum	$82,000	$82,000

Series #74AV1	Per Unit	$27.50	$27.50
(4)	Total Minimum	$44,000	$44,000
	Total Maximum	$55,000	$55,000

Series #93MR1	Per Unit	$29.75	$29.75
(4)	Total Minimum	$47,600	$47,600
	Total Maximum	$59,500	$59,500

Series #91AX1	Per Unit	$50.00	$50.00
(4)	Total Minimum	$120,000	$120,000
	Total Maximum	$150,000	$150,000

Series #71DZ1	Per Unit	$30.00	$30.00
(4)	Total Minimum	$96,000	$96,000
	Total Maximum	$120,000	$120,000

Series #84PN1	Per Unit	$9.25	$9.25
(4)	Total Minimum	$29,600	$29,600
	Total Maximum	$37,000	$37,000

Series #82AV1	Per Unit	$59.50	$59.50
	Total Minimum	$238,000	$238,000
	Total Maximum	$297,500	$297,500

Series #69CC1	Per Unit	$55.00	$55.00
(4)	Total Minimum	$132,000	$132,000
	Total Maximum	$165,000	$165,000

Series #64VP1	Per Unit	$16.00	$16.00
(4)	Total Minimum	$38,400	$38,400
	Total Maximum	$48,000	$48,000

Series #93PN1	Per Unit	$46.00	$46.00
(4)	Total Minimum	$73,600	$73,600
	Total Maximum	$92,000	$92,000

Series #74DP1	Per Unit	$42.00	$42.00
(4)	Total Minimum	$134,400	$134,400
	Total Maximum	$168,000	$168,000

Series #93FM1	Per Unit	$8.50	$8.50
(4)	Total Minimum	$34,000	$34,000
	Total Maximum	$42,500	$42,500

Series #63VK1	Per Unit	$15.00	$15.00
(4)	Total Minimum	$36,000	$36,000
	Total Maximum	$45,000	$45,000

(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 March 2, 2018, 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.

(4) Amounts for Series (as defined below) are subject to final execution of purchase option agreements or purchase agreements.

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 Markets, Inc., a Delaware corporation (the “Manager”). RSE Markets will also serve as the asset manager (the “Asset Manager”) for each Series of the Company and provides services to the Underlying Assets (as defined below) in accordance with each Series’ asset management agreement.

It is anticipated that the Company’s core business will be the identification, acquisition, marketing and management of collectible automobiles, collectively referred to as “Automobile 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.

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 COLLECTION, LLC

SECTIONPAGE

Incorporation by Reference of Offering Circular1

INTERESTS IN SERIES COVERED BY THIS AMENDMENT2

AMENDED AND RESTATED USE OF PROCEEDS – SERIES #71DZ123

DESCRIPTION OF THE SERIES DATSUN 240Z25

AMENDED AND RESTATED USE OF PROCEEDS – SERIES #84PN127

DESCRIPTION OF THE SERIES PORSCHE 94429

AMENDED AND RESTATED USE OF PROCEEDS – SERIES #82AV131

DESCRIPTION OF THE SERIES ASTON MARTIN OSCAR INDIA33

AMENDED AND RESTATED USE OF PROCEEDS – SERIES #91AX135

DESCRIPTION OF THE SERIES ACURA NSX37

USE OF PROCEEDS – SERIES #69CC139

DESCRIPTION OF THE SERIES COPO CAMARO41

USE OF PROCEEDS – SERIES #64VP143

DESCRIPTION OF THE SERIES VOLVO P180045

USE OF PROCEEDS – SERIES #93PN147

DESCRIPTION OF THE SERIES PORSCHE 968CS49

USE OF PROCEEDS – SERIES #74DP151

DESCRIPTION OF THE SERIES PANTERA GTS53

USE OF PROCEEDS – SERIES #93FM155

DESCRIPTION OF THE SERIES MUSTANG FEATURE EDITION57

USE OF PROCEEDS – SERIES #63VK159

DESCRIPTION OF THE SERIES VOLKSWAGEN KARMANN GHIA61

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. 024-10717) 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. 20 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

●Risk Factors

●Potential Conflicts of Interest

●Dilution

●Use of Proceeds and Asset Descriptions in Post-Qualification Amendment to Offering Circular No. 20.

●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.

INTERESTS IN SERIES COVERED BY THIS AMENDMENT

The master series table below, referred to at times as the “Master Series Table,” shows key information related to each Series. This information will be referenced in the following sections when referring to the Master Series Table. In addition, see the “Description of Underlying Asset” and “Use of Proceeds” section for each individual Series for further details.

Series / Series Name

Qualification Date

Underlying Asset

Offering Price per Interest

Minimum Offering Size

Maximum Offering Size

Agreement Type

Opening Date (1)

Closing Date (1)

Status

Sourcing Fee

Minimum Membership Interests (2)

Maximum Membership Interests (2)

Comments

Trading Window (6)

#77LE1 / Series #77LE1

1977 Lotus Esprit S1

$38.85

$77,700

Upfront Purchase

11/17/2016

4/13/2017

Closed

$3,443

2,000

• Acquired Underlying Asset for $69,400 on 10/03/2016
• Acquisition financed through a $69,400 loan from an officer of the Manager
• $77,700 Offering closed on 04/13/2017 and the loan plus $241 of accrued interest and other obligations were repaid with the proceeds
• (3) (5)

4/14/2020

#69BM1 / Series Boss Mustang

8/10/2017

1969 Ford Mustang Boss 302

$57.50

$115,000

Upfront Purchase

11/20/2017

2/7/2018

Closed

$2,986

2,000

• Acquired Underlying Asset for $102,395 on 10/31/2016 financed through a $5,000 down-payment by the Manager and a $97,395 loan from an officer of the Manager
• $115,000 Offering closed on 02/07/2018 and the loan plus $821 of accrued interest and other obligations were repaid with the proceeds
• (3)

3/24/2020

#85FT1 / Series Ferrari Testarossa

9/14/2017

1985 Ferrari Testarossa

$82.50

$165,000

Upfront Purchase

11/23/2017

2/15/2018

Closed

($17,859)

2,000

• Acquired Underlying Asset for $172,500 on 06/01/2017 financed through a $47,500 loan from an officer of the Manager and $125,000 loan from J.J. Best Banc & Co (3rd Party Lender)
• $165,000 Offering closed on 02/15/2018 and all loans plus accrued interest of $401 and $5,515 and other obligations were repaid with the proceeds
• (3)

3/10/2020

#88LJ1 / Series Lamborghini Jalpa

9/14/2017

1988 Lamborghini Jalpa

$67.50

$135,000

Upfront Purchase

2/9/2018

4/12/2018

Closed

$578

2,000

• Acquired Underlying Asset for $127,176 on 11/23/2016 financed through a $7,500 down-payment by the Manager and a $119,676 loan from an officer of the Manager
• $135,000 Offering closed on 04/12/2018 and the loan plus $1,126 of accrued interest was repaid with the proceeds
• (3)

4/7/2020

#55PS1 / Series Porsche Speedster

9/14/2017

1955 Porsche 356 Speedster

$212.50

$425,000

Purchase Option Agreement

4/2/2018

6/6/2018

Closed

($3,357)

2,000

• Purchase option agreement to acquire Underlying Asset for $405,000 entered on 07/01/2017
• At the time of the agreement there was a $30,000 non-refundable upfront fee that was financed through a $20,000 loan by an officer of the Manager and a $10,000 down-payment by the Manager
• Subsequently a $100,000 refundable upfront fee was made and financed through a loan to the Company from an officer of the Manager and a payment of $155,000 was made and financed through a payment by the Manager
• $425,000 Offering closed on 06/06/2018 and all obligations under the purchase option agreement and other obligations were repaid with the proceeds to finalize the purchase
• (3)

6/2/2020

#95BL1 / Series BMW M3 Lightweight

5/24/2018

1995 BMW E36 M3 Lightweight

$59.25

$118,500

Upfront Purchase

6/1/2018

7/12/2018

Closed

($444)

2,000

• Acquired Underlying Asset for $112,500 on 03/28/2018 financed through a $22,500 non-interest-bearing down-payment by Manager, $10,000 loan from an officer of the Manager and an $80,000 loan from J.J. Best & Company (3rd Party Lender)
• $118,500 Offering closed on 07/12/2018 and all loans and other obligations were repaid with the proceeds
• (3)

3/17/2020

#89PS1 / Series Porsche 911 Speedster

7/20/2018

1989 Porsche 911 Speedster

$82.50

$165,000

Purchase Agreement

7/23/2018

7/31/2018

Closed

$1,771

2,000

• Purchase Option Agreement to acquire Underlying Asset for $160,000 entered on 6/21/2018
• Consideration to Asset Seller paid $61,000 in cash (38% of consideration) and the remainder ($99,000) in Interests in the Series #89PS1 issued to the Asset Seller at the closing of the Offering
•$165,000 Offering closed on 7/31/2018 and payments made by the Manager and other obligations were paid through the proceeds to finalize the purchase
• (3)

5/5/2020

#90FM1 / Series Ford Mustang 7-Up Edition

7/20/2018

1990 Ford Mustang 7Up Edition

$8.25

$16,500

Purchase Agreement

7/24/2018

7/31/2018

Closed

$464

2,000

• Purchase Option Agreement to acquire Underlying Asset from the Asset Seller, an affiliate of the Company for $14,500 entered on 06/15/2018
• Consideration to Asset Seller paid $10,375 in cash (72% of consideration) and the remainder ($4,125) in Interests in the Series #90FM1 issued to the Asset Seller at the closing of the Offering
• $16,500 Offering closed on 07/31/2018 and payments made by the Manager and other Obligations were paid through the proceeds to finalize the purchase
• (3)

5/5/2020

#83FB1 / Series Ferrari 512

3/29/2018

1983 Ferrari 512 BBi

$70.00

$350,000

Purchase Option Agreement

7/23/2018

9/5/2018

Closed

$9,162

5,000

• Purchase option agreement to acquire Underlying Asset for $330,000 entered on 10/30/2017
• $350,000 Offering closed on 09/05/2018 and all obligations under the purchase option agreement and other obligations were repaid with the proceeds to finalize the purchase
• (3)

5/26/2020

#98DV1 / Series Dodge Viper GTS-R

9/17/2018

1998 Dodge Viper GTS-R

$65.00

$130,000

Upfront Purchase

9/27/2018

10/10/2018

Closed

$2,314

2,000

• Acquired Underlying Asset for $120,000 on 06/28/2018 financed through a $40,000 non-interest-bearing down-payment by Manager and a $80,000 loan from an officer of the Manager
• $130,000 Offering closed on 10/10/2018 and the loan plus accrued interest and other obligations were paid through the proceeds
• (3)

5/19/2020

#06FS1 / Series Ferrari F430 Spider

9/17/2018

2006 Ferrari F430 Spider "Manual"

$39.80

$199,000

Purchase Option Agreement

10/12/2018

10/19/2018

Sold

$774

5,000

• Purchase option agreement to acquire Underlying Asset for $192,500 entered on 10/05/2018
• $199,000 Offering closed on 10/19/2018 and all obligations under the purchase option agreement and other obligations repaid with the proceeds to finalize the purchase
• $227,500 acquisition offer for 2006 Ferrari F430 Spider "Manual" accepted on 05/10/2019 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of currently outstanding tax liabilities
• (3)

5/23/2019

#93XJ1 / Series Jaguar XJ220

3/29/2018

1993 Jaguar XJ220

$99.00

$495,000

Purchase Option Agreement

8/22/2018

11/6/2018

Closed

($7,373)

5,000

• Purchase option agreement to acquire Underlying Asset for $460,000 entered on 12/15/2017
• Down-payment of $170,000 on 03/02/2018, financed through a $25,000 loan from an officer of the Manager and a $145,000 loan from an affiliate of the Manager
• The $145,000 loan from an affiliate of the Manager plus $4,767 of accrued interest was subsequently repaid on 07/03/2018 and replaced by a $145,000 non-interest-bearing payment from the Manager
• Final payment of $290,000 on 08/02/2018 financed through a non-interest-bearing payment from the Manager
• In addition to the acquisition of the Series, the proceeds from the Offering were used to finance $26,500 of refurbishments to the Underlying Asset
• $495,000 Offering closed on 11/06/2018 and the Series repaid the non-interest-bearing payments made to the Company by the Manager and other obligations through the proceeds
• (3)

4/28/2020

#02AX1 / Series Acura NSX-T

11/16/2018

2002 Acura NSX-T

$54.00

$108,000

Upfront Purchase

11/16/2018

11/30/2018

Closed

$1,944

2,000

• Acquired Underlying Asset for $100,000 on 09/19/2018 financed through a loan from an officer of the Manager
• $108,000 Offering closed on 11/30/2018 and the loan plus accrued interest and other obligations were paid through the proceeds
• (3)

6/9/2020

#99LE1 / Series Lotus Sport 350

11/16/2018

1999 Lotus Esprit Sport 350

$34.75

$69,500

Upfront Purchase

11/23/2018

12/4/2018

Closed

$1,770

2,000

• Acquired Underlying Asset for $62,100 on 10/12/2018 financed through a loan from an officer of the Manager
• $69,500 Offering closed on 12/04/2018 and the loan plus accrued interest and other obligations were paid through the proceeds
• (3)

5/12/2020

#91MV1 / Series Mitsubishi VR4

11/16/2018

1991 Mitsubishi 3000GT VR4

$19.00

$38,000

Upfront Purchase

11/28/2018

12/7/2018

Closed

$600

2,000

• Acquired Underlying Asset for $33,950 on 10/15/2018 financed through a non-interest-bearing payment by the Manager
• $38,000 Offering closed on 12/7/2018 and payment made by the Manager and other obligations were paid through the proceeds
• (3)

4/7/2020

#92LD1 / Series Lancia Martini 5

11/16/2018

1992 Lancia Delta Integrale Evo "Martini 5"

$55.00

$165,000

Upfront Purchase

12/7/2018

12/26/2018

Closed

$2,219

3,000

• Acquired Underlying Asset for $146,181 on 10/09/2018 financed through a non-interest-bearing payment from the Manager
• $165,000 Offering closed on 12/26/2018 and payment made by the Manager and other obligations were paid through the proceeds
• (3)

5/12/2020

#94DV1 / Series Dodge Viper RT/10

11/16/2018

1994 Dodge Viper RT/10

$28.75

$57,500

Purchase Option Agreement

12/11/2018

12/26/2018

Closed

$1,841

2,000

• Purchase option agreement to acquire Underlying Asset for $52,500 entered on 10/05/2018
• Payment of $52,500 on 10/29/2018 financed through a non-interest-bearing payment by the Manager
• $57,500 Offering closed on 12/26/2018 and all obligations under the purchase option agreement and other obligations repaid with the proceeds
• (3)

3/24/2020

#00FM1 / Series Ford Mustang Cobra R

12/6/2018

2000 Ford Mustang Cobra R

$24.75

$49,500

Upfront Purchase

12/21/2018

1/4/2019

Sold

$862

2,000

• Acquired Underlying Asset for $43,000 on 10/12/2018 financed through a non-interest-bearing payment from the Manager
• $49,500 Offering closed on 01/04/2019 and payment made by the Manager and other obligations were paid through the proceeds
• $60,000 acquisition offer for 2000 Ford Mustang Cobra R accepted on 04/15/2019 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of currently outstanding tax liabilities
• (3)

4/24/2019

#72MC1 / Series Mazda Cosmo Sport

12/6/2018

1972 Mazda Cosmo Sport Series II

$62.25

$124,500

Purchase Agreement

12/28/2018

1/4/2019

Closed

$2,474

2,000

• Purchase Option Agreement to acquire Underlying Asset for $115,000, entered on 11/05/2018
• Consideration to Asset Seller paid $65,200 in cash (57% of consideration) and the remainder ($49,800) in Interests in the Series #72MC1 issued to the Asset Seller at the closing of the Offering
• $124,500 Offering closed on 01/04/2019 and payments made by the Manager and other Obligations were paid through the proceeds to finalize the purchase
• (3)

6/2/2020

#06FG1 / Series Ford GT

12/6/2018

2006 Ford GT

$64.00

$320,000

Purchase Agreement

12/14/2018

1/8/2019

Closed

$3,198

5,000

• Purchase agreement to acquire the Underlying Asset for $309,000 entered on 10/23/2018
• Down-payment of $20,000 on 10/26/2018 and final payment of $289,000 on 12/12/2018 were made and financed through non-interest-bearing payments from the Manager
• $320,000 Offering closed on 01/08/2019 and all obligations under the purchase agreement and other obligations repaid with the proceeds
• (3)

4/28/2020

#11BM1 / Series BMW 1M

12/6/2018

2011 BMW 1M

$42.00

$84,000

Purchase Option Agreement

1/8/2019

1/25/2019

Closed

$517

2,000

• Purchase option agreement to acquire Underlying Asset for $78,500 entered on 10/20/2018
• Down-payment of $7,850 on 10/26/2018 and final payment of $70,650 on 01/25/2019 were made and financed through non-interest-bearing payments from the Manager
• $84,000 Offering closed on 01/25/2019 and all obligations under the purchase option agreement and other obligations repaid with the proceeds
• (3)

3/10/2020

#80LC1 / Series Lamborghini Countach LP400 S Turbo

9/17/2018

1980 Lamborghini Countach LP400 S Turbo

$127.00

$635,000

Purchase Agreement

1/17/2019

2/8/2019

Closed

$9,216

5,000

• Purchase Option Agreement to acquire Underlying Asset for $610,000, entered on 08/01/2018
• Consideration to Asset Seller paid $562,375 in cash (92% of consideration) and the remainder ($47,625) in Interests in the Series #80LC1 issued to the Asset Seller at the closing of the Offering
• Down payment of $60,000 on 08/10/2018 and final payment of $502,375 on 09/13/2018 were made and financed through non-interest-bearing payments from the Manager
• $635,000 Offering closed on 02/08/2019 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

5/26/2020

#02BZ1 / Series BMW Z8

12/6/2018

2002 BMW Z8

$65.00

$195,000

Purchase Agreement

1/6/2019

2/8/2019

Closed

$2,620

3,000

• Purchase agreement to acquire Underlying Asset for $185,000 entered on 10/18/2018
• Down-payment of $18,500 on 10/18/2018 and final payment of $166,500 on 12/12/2018 were made and financed through non-interest-bearing payments from the Manager
• $195,000 Offering closed on 02/08/2019 and all obligations under the purchase agreement and other obligations repaid with the proceeds
• (3)

4/7/2020

#88BM1 / Series BMW E30 M3

12/6/2018

1988 BMW E30 M3

$47.00

$141,000

Upfront Purchase

1/11/2019

2/25/2019

Closed

$226

3,000

• Acquired Underlying Asset for $135,000 on 11/18/2018 financed through a non-interest-bearing payment from the Manager
• $141,000 Offering closed on 02/25/2019 and payment made by the Manager and other obligations were paid through the proceeds
• (3)

5/5/2020

#63CC1 / Series Corvette Split Window

3/6/2019

1963 Chevrolet Corvette Split Window

$63.00

$126,000

Upfront Purchase

3/8/2019

3/18/2019

Closed

$1,553

2,000

• Acquired Underlying Asset for $120,000 on 11/21/2018 financed through a non-interest-bearing payment from the Manager
• $126,000 Offering closed on 03/18/2019 and payment made by the Manager and other obligations were paid through the proceeds
• (3)

4/21/2020

#76PT1 / Series Porsche Turbo Carrera

3/6/2019

1976 Porsche 911 Turbo Carrera

$63.30

$189,900

Upfront Purchase

3/15/2019

3/22/2019

Closed

$1,793

3,000

• Acquired the Underlying Asset for $179,065 on 12/5/2018 financed through a non-interest-bearing payment from the Manager
• $189,900 Offering closed on 03/22/2019 and payment made by the Manager and other obligations were paid through the proceeds
• (3)

3/24/2020

#75RA1 / Series Renault Alpine A110

3/6/2019

1975 Renault Alpine A110 1300

$28.00

$84,000

Purchase Agreement

3/29/2019

4/9/2019

Closed

$3,732

3,000

• Purchase agreement to acquire the Underlying Asset for $75,000 entered on 12/22/2018
• Down-payment of $7,500 on 01/11/2019 and final payment of $67,500 on 03/27/2019 were made and financed through non-interest-bearing payments from the Manager
• $84,000 Offering closed on 04/09/2019 and payments made by the Manager and other obligations were paid through the proceeds
• (3)

3/31/2020

#65AG1 / Series Alfa Romeo Giulia SS

3/6/2019

1965 Alfa Romeo Giulia Sprint Speciale

$89.25

$178,500

Upfront Purchase

4/5/2019

4/16/2019

Closed

$1,903

2,000

• Acquired Underlying Asset for $170,000 on 11/29/2018 financed through a non-interest-bearing payment from the Manager
• $178,500 Offering closed on 04/16/2019 and payments made by the Manager and other obligations were paid through the proceeds
• (3)

6/9/2020

#93FS1 / Series Ferrari 348TS SS

3/6/2019

1993 Ferrari 348TS Serie Speciale

$68.75

$137,500

Purchase Option Agreement

4/12/2019

4/22/2019

Closed

$1,272

2,000

• Purchase option agreement to acquire the Underlying Asset for $130,000 entered on 01/14/2019
• Down-payment of $10,000 on 01/22/2019 and final payment of $120,000 on 04/20/2019 were made and financed through non-interest-bearing payments from the Manager
• $137,500 Offering closed on 04/22/2019 and all obligations under the purchase option agreement and other obligations repaid with the proceeds
• (3)

3/31/2020

2003 Porsche 911 GT2 /

Cancelled / Underlying Asset Sold Pre-Offering

• Purchase option agreement, to acquire the Underlying Asset for $137,000, entered on 10/24/2018
• Down-payment of $13,500 on 10/26/2018 and payment of 123,500 on 01/28/2019 were made and financed through non-interest-bearing payments from the Manager
• $110,000 acquisition offer for 2003 Porsche 911 GT2 accepted on 04/17/2019, prior to the launch of the offering (the Underlying Asset was never transferred to a Series). Subsequent loss on sale incurred by the Manager and cancellation of the previously anticipated offering.

#61JE1 / Series Jaguar E-Type

3/6/2019

1961 Jaguar E-Type

$82.00

$246,000

Upfront Purchase

4/19/2019

4/26/2019

Closed

$3,858

3,000

• Acquired Underlying Asset for $235,000 on 12/22/2018 financed through a $235,000 non-interest-bearing payment from the Manager
• $246,000 Offering closed on 04/26/2019 and payments made by the Manager and other obligations were paid through the proceeds
• (3)

3/17/2020

#90MM1 / Series Mazda Miata

3/6/2019

1990 Mazda Miata MX-5

$5.32

$26,600

Purchase Option Agreement

4/17/2019

4/26/2019

Closed

$918

5,000

• Purchase option agreement to acquire the Underlying Asset for $22,000 entered on 01/23/2019
• Underlying Asset was acquired on 03/30/2019 with payment of $22,000 financed through a non-interest-bearing payment from the Manager
• $26,600 Offering closed on 04/26/2019 and all obligations under the purchase option agreement and other obligations repaid with the proceeds
• (3)

4/7/2020

#65FM1 / Series Mustang Fastback

3/6/2019

1965 Ford Mustang 2+2 Fastback

$41.25

$82,500

Purchase Agreement

5/3/2019

7/18/2019

Closed

$1,966

2,000

• Purchase agreement to acquire Underlying Asset for $75,000 entered on 12/04/2018
• Down-payment of $20,000 on 12/14/2018, additional payment of $20,000 on 01/08/2019 and final payment of $35,000 on 03/12/2019 were made and financed through non-interest-bearing payments from the Manager
• $82,5000 Offering closed on 07/18/2019 and payments made by the Manager and other obligations were paid through the proceeds
• (3)

5/19/2020

#88PT1 / Series Porsche 944 Turbo S

11/16/2018

1988 Porsche 944 Turbo S

$30.00

$66,000

Purchase Option Agreement

5/10/2019

7/18/2019

Closed

($2,214)

2,200

• Purchase option agreement to acquire the Underlying Asset for $59,635 entered on 04/26/2019
• Down-payment of $12,069 on 04/30/2019 with payment of $47,565 were made on 7/1/2019 were financed through non-interest-bearing payments from the Manager
• $66,600 Offering closed on 07/18/2019 and all obligations under the purchase option agreement and other obligations repaid with the proceeds
• (3)

4/14/2020

#94LD1 / Series Lamborghini Diablo Jota

12/6/2018

1994 Lamborghini Diablo SE30 Jota

$119.50

$597,500

Purchase Agreement

7/12/2019

8/6/2019

Closed

$11,251

5,000

• Purchase agreement to acquire Underlying Asset for $570,000 entered on 10/09/2018
• Downpayment of $57,000 on 10/26/2018, additional payment of $43,000 on 12/28/2018 and final payment of $470,000 on 02/15/2019 were made and financed through non-interest-bearing payments from the Manager
• $597,500 Offering closed on 08/06/2019 and payments made by the Manager and other obligations were paid through the proceeds
• (3)

4/21/2020

#99SS1 / Series Shelby Series 1

8/9/2019

1999 Shelby Series 1

$137.50

$137,500

Upfront Purchase

9/4/2019

9/11/2019

Closed

$1,815

1,000

• Acquired Underlying Asset for $126,575 on 04/29/2019 financed through a non-interest-bearing payment from the Manager
• $137,500 Offering closed on 09/12/2019 and payments made by the Manager and other obligations were paid through the proceeds
• (3)

4/14/2020

#94FS1 / Series Ferrari 348 Spider

8/9/2019

1994 Ferrari 348 Spider

$72.50

$145,000

Purchase Agreement

9/12/2019

9/17/2019

Closed

$669

2,000

• Purchase option agreement to acquire the Underlying Asset for $135,399 entered on 04/26/2019
• Downpayment of $13,500 on 04/29/2019, additional payment of $350 on 06/17/2019 and final payment of $121,549 on 07/05/2019 were made and financed through non-interest-bearing payments from the Manager
• $145,000 Offering closed on 09/17/2019 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

4/28/2020

#61MG1 / Series Maserati 3500GT

3/6/2019

1961 Maserati 3500GT

$68.00

$340,000

Purchase Agreement

9/20/2019

9/30/2019

Closed

$4,613

5,000

• Purchase agreement to acquire the Underlying Asset for $325,000 entered on 12/04/2018
• Down-payment of $32,500 on 12/14/2018 and final payment of $292,500 on 04/05/2019 were made and financed through non-interest-bearing payments from the Manager
• $340,000 Offering closed on 09/30/2019 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

5/5/2020

#92CC1 / Series Corvette ZR1

8/9/2019

1992 Chevrolet Corvette ZR1

$26.25

$52,500

Purchase Option Agreement

9/27/2019

10/2/2019

Closed

$2,875

2,000

• Purchase option agreement to acquire the Underlying Asset for $45,000 entered on 04/29/2019
• Underlying Asset was acquired on 07/02/2019 with payment of $45,000 financed through a non-interest-bearing payment from the Manager
• $52,500 Offering closed on 10/2/2019 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

4/21/2020

#89FT1 / Series 1989 Ferrari Testarossa

8/9/2019

1989 Ferrari Testarossa

$45.00

$180,000

Purchase Option Agreement

10/4/2019

10/11/2019

Closed

($400)

4,000

• Purchase option agreement to acquire Underlying Asset for $172,500 entered on 3/20/2019
• Underlying Asset was acquired on 06/10/2019 with payment of $172,500 financed through a non-interest-bearing payment from the Manager
• $180,000 Offering closed on 10/11/2019 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

3/24/2020

#80PN1 / Series 1980 Porsche 928

10/23/2019

1980 Porsche 928

$9.60

$48,000

Upfront Purchase

11/1/2019

11/6/2019

Closed

($4,030)

5,000

• Acquired Underlying Asset for $45,750 on 10/21/2019 through a non-interest-bearing payment by the Manager
• $48,000 Offering closed on 11/6/2019 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

3/3/2020

#89FG2 / Series 1989 Ferrari 328 II

10/23/2019

1989 Ferrari 328 GTS

$75.00

$127,500

Upfront Purchase

11/8/2019

11/14/2019

Closed

$1,719

1,700

• Acquired Underlying Asset for $118,500 on 10/29/2019 through a non-interest-bearing payment by the Manager
• $127,500 Offering closed on 11/14/2019 and payments made by the Manager and other Obligations were paid through the proceed
• (3)

6/9/2020

#88LL1 / Series Lamborghini LM002

8/9/2019

1988 Lamborghini LM002

$146.00

$292,000

Purchase Option Agreement

11/18/2019

12/8/2019

Closed

$3,115

2,000

• Purchase option agreement to acquire Underlying Asset for $275,000 entered on 3/22/2019
• Downpayment of $27,500 on 4/3/2019 and final payment of $247,500 on 05/7/2019 were made and financed through non-interest-bearing payments from the Manager
• $292,000 Offering closed on 12/08/2019 and payments made by the Manager and other Obligations were paid through the proceed
• (3)

3/3/2020

1990 Mercedes 190E 2.5-16 Evo II /

Cancelled / Underlying Asset Sold Pre-Offering

• Acquired Underlying Asset for $251,992 on 11/02/2018 through a non-interest-bearing payment by the Manager
• $235,000 acquisition offer for 1990 Mercedes 190E 2.5-16 Evo II accepted on 01/31/2020, prior to the launch of the offering (the Underlying Asset was never transferred to a Series). Subsequent loss on sale incurred by the Manager and cancellation of the previously anticipated offering.

#03SS1 / Series Saleen S7

12/9/2019

2003 Saleen S7

$125.00

$300,000

$375,000

Upfront Purchase

Q2 2020 or Q3 2020

Upcoming

$29,638

2,400

3,000

• Acquired Underlying Asset for $330,000 on 12/22/2019 financed through a non-interest-bearing payment from the Manager

#72FG2 / Series 2 Ferrari 365 GTC/4

8/9/2019

1972 Ferrari 365 GTC/4

$98.33

$236,000

$295,000

Purchase Agreement

Q2 2020 or Q3 2020

Upcoming

$6,038

2,400

3,000

• Purchase agreement to acquire the Underlying Asset for $275,000 entered on 05/13/2019 with expiration on 07/13/2019
• Down-payment of $27,500 on 06/4/2019 and final payment of $247,500 on 10/11/2019 were made and financed through non-interest-bearing payments from the Manager

#95FF1 / Series Ferrari 355 Spider

12/9/2019

1995 Ferrari 355 Spider

$60.00

$96,000

$120,000

Upfront Purchase

Q2 2020 or Q3 2020

Upcoming

$4,500

1,600

2,000

• Acquired Underlying Asset for $105,000 on 11/20/2019 financed through a non-interest-bearing payment from the Manager

#82AB1 / Series Alpina B6	11/16/2018	1982 Alpina B6 2.8	$58.86	$103,600	$129,500	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$13,110	1,760	2,200	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#12MM1 / Series McLaren MP4-12C	3/6/2019	2012 McLaren MP4-12C	$62.50	$100,000	$125,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$5,794	1,600	2,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#55MG1 / Series Mercedes 300SL	8/9/2019	1955 Mercedes-Benz 300SL	$1,250.00	$1,000,000	$1,250,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$16,325	800	1,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#65PT1 / Series Porsche 356 SC	8/9/2019	1965 Porsche 356 SC	$67.50	$108,000	$135,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$8,838	1,600	2,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#73FD1 / Series Ferrari Dino GTS	8/9/2019	1973 Ferrari 246 Dino GTS	$142.50	$228,000	$285,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$13,213	1,600	2,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#76FG1 / Series Ferrari 308 Vetroresina	8/9/2019	1976 Ferrari 308 GTB	$37.00	$148,000	$185,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$3,133	4,000	5,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#89NG1 / Series Nissan GT-R	8/9/2019	1989 Nissan GT-R Skyline	$26.67	$64,000	$80,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$3,900	2,400	3,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#90FF1 / Series Ferrari F40	8/9/2019	1990 Ferrari F40	$410.00	$984,000	$1,230,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$65,175	2,400	3,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#95BE1 / Series Bugatti EB110	8/9/2019	1995 Bugatti EB110	$170.00	$680,000	$850,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$49,525	4,000	5,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#67FG1 / Series 1967 Ferrari 330 GTC	9/11/2019	1967 Ferrari 330 GTC	$208.33	$500,000	$625,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$30,263	2,400	3,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)

#67CC1 / Series 1967 Chevrolet Corvette	9/11/2019	1967 Chevrolet Corvette 427/435 L71	$100.00	$160,000	$200,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$11,200	1,600	2,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#91GS1 / Series GMC Syclone	10/23/2019	1991 GMC Syclone	$7.90	$34,760	$43,450	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$5,653	4,400	5,500	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#67FS1 / Series Ford Shelby GT500	10/23/2019	1967 Ford Shelby GT500	$48.75	$156,000	$195,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$17,788	3,200	4,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#72PT1 / Series 1972 911S Targa	10/23/2019	1972 Porsche 911S Targa	$110.00	$176,000	$220,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$5,850	1,600	2,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#08TR1 / Series 2008 Tesla Signature 100 Roadster	10/23/2019	2008 Tesla Signature 100 Roadster	$20.00	$80,000	$100,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$17,950	4,000	5,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#63PT1 / Series Porsche 356 Super 90	10/23/2019	1963 Porsche 356 Super 90	$70.00	$123,200	$154,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$12,250	1,760	2,200	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#55MS1 / Series Mercedes 190SL	10/23/2019	1955 Mercedes-Benz 190SL	$97.50	$171,600	$214,500	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$6,288	1,760	2,200	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#67MS1 / Series Mercedes-Benz 250SL	10/23/2019	1967 Mercedes-Benz 250SL 5-Speed	$80.00	$128,000	$160,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$12,900	1,600	2,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#99FF1 / Series 1999 Ferrari F355	10/23/2019	1999 Ferrari 355	$62.50	$110,000	$137,500	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$6,763	1,760	2,200	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)

#69PN1 / Series 1969 Porsche 912	10/23/2019	1969 Porsche 912	$19.00	$76,000	$95,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$9,788	4,000	5,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#90FT1 / Series 1990 Ferrari Mondial t	10/23/2019	1990 Ferrari Mondial t	$41.25	$66,000	$82,500	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$5,256	1,600	2,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#91JX1 / Series Jaguar XJR-15	12/9/2019	1991 Jaguar XJR-15	$310.00	$1,240,000	$1,550,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$22,875	4,000	5,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#87FF1 / Series Ferrari 412	5/6/2020	1987 Ferrari 412	$129.80	$114,224	$142,780	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$12,603	880	1,100	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#72FG1 / Series Ferrari 365 GTC/4	5/6/2020	1972 Ferrari 365 GTC/4	$63.00	$276,000	$345,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$27,356	4,381	5,476	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#99FG1 / Series Ferrari 456M GT	5/6/2020	1999 Ferrari 456M GT	$66.25	$116,600	$145,750	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$5,815	1,760	2,200	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#91DP1 / Series DeTomaso Pantera	5/6/2020	1991 DeTomaso Pantera Si	$79.50	$318,000	$397,500	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$15,362	4,000	5,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#89FG1 / Series Ferrari 328 GTS	5/6/2020	1989 Ferrari 328 GTS	$27.50	$88,000	$110,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$9,363	3,200	4,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#66AV1 / Series Aston Martin DB6 Vantage	5/6/2020	1966 Aston Martin DB6 Vantage	$161.67	$388,000	$485,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$21,413	2,400	3,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#99LD1 / Series Lamborghini VT Roadster	5/6/2020	1999 Lamborghini VT Roadster	$172.50	$276,000	$345,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$13,863	1,600	2,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)

#64AD1 / Series Aston Martin DB5	5/6/2020	1964 Aston Martin DB5	$189.00	$756,000	$945,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$21,163	4,000	5,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#95FM1 / Series Ferrari 512 M	5/6/2020	1995 Ferrari 512 M	$230.00	$368,000	$460,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$27,150	1,600	2,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#61JC1 / Series 1961 Jaguar E-Type Coupe	5/6/2020	1961 Jaguar E-Type FHC	$65.00	$156,000	$195,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$11,288	2,400	3,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#94BE1 / Series 1994 Bugatti EB110 SS	5/6/2020	1994 EB110 SS Dauer SportWagen S	$200.00	$800,000	$1,000,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$38,700	4,000	5,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#79PT1 / Series 1979 Porsche 930 Turbo	5/6/2020	1979 Porsche 930 Turbo	$77.50	$124,000	$155,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$7,334	1,600	2,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#68CC1 / Series 1968 Chevrolet Corvette	5/6/2020	1968 Chevrolet Corvette	$67.50	$108,000	$135,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$11,763	1,600	2,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#78MM1 / Series 1978 Maserati Merak	5/6/2020	1978 Maserati Merak	$97.50	$78,000	$97,500	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$4,994	800	1,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#81DD1 / Series 1981 DeLorean DMC-12	5/6/2020	1981 DeLorean DMC-12	$24.00	$57,600	$72,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$5,019	2,400	3,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#98AX1 / Series 1998 Acura NSX	5/6/2020	1998 Acura NSX	$110.00	$88,000	$110,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$7,363	800	1,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)

#08MS1 / Series Mercedes-Benz SLR McLaren	5/6/2020	2008 Mercedes-Benz SLR McLaren	$106.67	$256,000	$320,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$7,600	2,400	3,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#11FG1 / Series Ferrari 599 GTO	5/6/2020	2011 Ferrari 599 GTO	$142.50	$456,000	$570,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$26,225	3,200	4,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#06FG2 / Series 2006 Ford GT Heritage	5/6/2020	2006 Ford GT Heritage	$97.50	$312,000	$390,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$16,375	3,200	4,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#74AM1 / Series Alfa Romeo Montreal	5/6/2020	1974 Alfa Romeo Montreal	$15.60	$62,400	$78,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$4,535	4,000	5,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#74PN1 / Series 1974 Porsche 911	5/6/2020	1974 Porsche 911	$20.50	$65,600	$82,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$3,465	3,200	4,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#74AV1 / Series 1974 Alfa Romeo GTV	5/6/2020	1974 Alfa Romeo GTV	$27.50	$44,000	$55,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$4,650	1,600	2,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#93MR1 / Series Mazda RX-7	5/6/2020	1993 Mazda RX-7	$29.75	$47,600	$59,500	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$1,305	1,600	2,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#91AX1 / Series Acura NSX		1991 Acura NSX	$50.00	$120,000	$150,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$2,475	2,400	3,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#71DZ1 / Series Datsun 240Z		1971 Datsun 240Z	$30.00	$96,000	$120,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$4,200	3,200	4,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#84PN1 / Series Porsche 944		1984 Porsche 944	$9.25	$29,600	$37,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$1,430	3,200	4,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)

#82AV1 / Series Aston Martin Oscar India	1982 Aston Martin V8 Vantage ‘Oscar India’	$59.50	$238,000	$297,500	Upfront Purchase	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$3,911	4,000	5,000	• Acquired Underlying Asset for $285,000 on 12/10/2018 through a non-interest-bearing payment from the Manager
#69CC1 / Series COPO Camaro	1969 Chevrolet COPO Camaro	$55.00	$132,000	$165,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$5,213	2,400	3,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#64VP1 / Series Volvo P1800	1964 Volvo P1800	$16.00	$38,400	$48,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$2,120	2,400	3,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#93PN1 / Series Porsche 968 CS	1993 Porsche 968 CS	$46.00	$73,600	$92,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$3,490	1,600	2,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#74DP1 / Series Pantera GTS	1974 DeTomaso Pantera GTS	$42.00	$134,400	$168,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$2,160	3,200	4,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#93FM1 / Series Mustang Feature Edition	1993 Ford Mustang Feature Edition	$8.50	$34,000	$42,500	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$1,375	4,000	5,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#63VK1 / Series Volkswagen Karmann Ghia	1963 Volkswagen Karmann Ghia	$15.00	$36,000	$45,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$3,150	2,400	3,000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)

Note: Gray shading represents Series for which no Closing of an Offering has occurred. Orange represents sale of Series’ Underlying Asset.

(1)If exact Offering dates (specified as Month Day, Year) are not shown, then expected Offering dates are presented.

(2)Interests sold in Series is limited to 2,000 “qualified purchasers” with a maximum of 500 non - “accredited investors.”

(3)Represents the actual Offering Size, number of Interests sold and fees at the Closing of the Offering.

(4)Values are based on current or anticipated negotiations of the terms of the respective purchase option agreements or purchase agreements and may be subject to change

(5)Interests in Series #77LE1 were issued under Rule 506(c) of Regulation D and were thus not qualified under the Company’s Offering Circular (as amended). All other Interests in Series of the Company were issued under Tier 2 of Regulation A+.

(6)Represents most recent Trading Window for Series as of the date of this filing. Blank cells indicate that no Trading Window for Series has yet occurred as of the date of this filing.

AMENDED AND RESTATED USE OF PROCEEDS – SERIES #71DZ1

We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:

Use of Proceeds Table		Dollar Amount	Percentage of Gross Cash Proceeds
Uses
Cash Portion of the #71DZ1 Asset Cost (1)		$110,000	91.67%
Interests issued to Asset Seller as part of total consideration (1)		$0	0.00%
Cash on Series Balance Sheet		$1,500	1.25%
Brokerage Fee		$1,200	1.00%
Offering Expenses (2)		$900	0.75%
Acquisition Expenses (3)	Accrued Interest	$0	0.00%
	Finder Fee	$0	0.00%
	Registration and other vehicle-related fees	$300	0.25%
	Transport from Seller to Warehouse incl. associated Insurance (as applicable)	$1,500	1.25%
	Marketing Materials	$400	0.33%
	Refurbishment & maintenance	$0	0.00%
Sourcing Fee		$4,200	3.50%
Total Fees and Expenses		$8,500	7.08%
Total Proceeds		$120,000	100.00%

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.

(2)Solely in connection with the offering of the Series Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series Offering.

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table.

Upon the closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.

Series Detail Table
Agreement Type	Purchase Option Agreement
Date of Agreement	In Negotiations
Expiration Date of Agreement	In Negotiations
Down-payment Amount	$0
Installment 1 Amount	$110,000
Installment 2 Amount	$0
Interests issued to Asset Seller as part of total consideration	$0
Asset Seller Specifics	None
Acquisition Expenses	$2,200

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Underlying Asset. Of the proceeds of the Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.

The allocation of the net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues and expenditures. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and related rate of growth. The Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.

DESCRIPTION OF THE SERIES DATSUN 240Z

Investment Overview

●Upon completion of the Series #71DZ1 Offering, Series #71DZ1 will purchase a 1971 Datsun 240 Z (at times described as the “240Z” throughout this Offering Circular) as the underlying asset for Series #71DZ1 (the “Series Datsun 240Z” or the “Underlying Asset” with respect to Series #71DZ1, as applicable), the specifications of which are set forth below.

●Datsun’s Japanese headquarters set out to design a new segment of sports car that would offer the comfort of a grand tourer with driving characteristics of a sports car, they referred to this as a “Z-car”.

●Beginning its design evolution in 1966 the 240Z was first released to public markets in fall of 1969. Worldwide markets would refer to this model as the Fairlady Z however North American markets deemed it the 240Z alluding to the car's engine displacement.

●The 240Z gained international notoriety due to Datsun’s ability to integrate complicated and expensive technologies, of the time, into an affordable package. These technologies included an overhead-cam engine, disc brakes, and independent McPherson strut suspension.

●The 240Z had a 4-year long production cycle in which almost 170,000 models were produced.

Asset Description

Ownership & Maintenance History

●The Underlying Asset retains its original and matching number drivetrain having benefited from a rotisserie restoration.

Notable Features

●Due to insufficient precautionary measures to prevent rust to the chassis and body many of 240Zs produced are no longer road worthy. The Underlying Asset is a rust-free example affirmed by its bare metal rotisserie restoration.

Notable Defects

●The Underlying Asset presents in excellent condition, commensurate with mileage and frequency of servicing.

Details

Series Datsun 240Z
Year	1971
Production Total	168,584
Engine	2.4L inline-six
Transmission	4-speed Automatic
Documentation	Service records
Books/manuals/tools	Yes
Restored	Yes
Paint	Re-painted
Engine	Original
Transmission	Original

Depreciation

The Company treats Automobile Assets as collectible and therefore will not depreciate or amortize the Series Datsun 240Z going forward.

AMENDED AND RESTATED USE OF PROCEEDS – SERIES #84PN1

Use of Proceeds Table		Dollar Amount	Percentage of Gross Cash Proceeds
Uses
Cash Portion of the #84PN1 Asset Cost (1)		$32,000	86.49%
Interests issued to Asset Seller as part of total consideration (1)		$0	0.00%
Cash on Series Balance Sheet		$1,000	2.70%
Brokerage Fee		$370	1.00%
Offering Expenses (2)		$500	1.35%
Acquisition Expenses (3)	Accrued Interest	$0	0.00%
	Finder Fee	$0	0.00%
	Registration and other vehicle-related fees	$300	0.81%
	Transport from Seller to Warehouse incl. associated Insurance (as applicable)	$1,000	2.70%
	Marketing Materials	$400	1.08%
	Refurbishment & maintenance	$0	0.00%
Sourcing Fee		$1,430	3.86%
Total Fees and Expenses		$4,000	10.81%
Total Proceeds		$37,000	100.00%

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.

Series Detail Table
Agreement Type	Purchase Option Agreement
Date of Agreement	In Negotiations
Expiration Date of Agreement	In Negotiations
Down-payment Amount	$0
Installment 1 Amount	$32,000
Installment 2 Amount	$0
Interests issued to Asset Seller as part of total consideration	$0
Asset Seller Specifics	None
Acquisition Expenses	$1,700

DESCRIPTION OF THE SERIES PORSCHE 944

Investment Overview

●Upon completion of the Series #84PN1 Offering, Series #84PN1 will purchase a 1984 Porsche 944 (at times described as the “944” throughout this Offering Circular) as the underlying asset for Series #84PN1(the “Series Porsche 944” or the “Underlying Asset” with respect to Series #84PN1, as applicable), the specifications of which are set forth below.

●Beginning in 1976 Porsche released their first front engine car, the 924. Porsche continued this theme with the 1978 928 and finally with the 944 released in 1983.

●The Porsche 944 was named Car and Drivers “best handling production car in America” and featured a 50:50 front to rear weight distribution.

●The Porsche 944 achieved a top speed of 157.9mph through Independent Testing and is powered by a naturally aspirated 2.5L slanted four-cylinder engine, which produced 143hp for the US market.

Asset Description

Ownership & Maintenance History

●The Underlying Asset retains its original and matching number drivetrain and is presented in its original specifications.

Notable Features

●The Underlying Asset is a low mileage example.

Notable Defects

●The Underlying Asset presents in condition commensurate with mileage and frequency of servicing.

Details

Series Porsche 944
Year	1984
Production Total (US Market)	56,921
Engine	2.4L inline 4 cyl.
Transmission	5-speed Manual
Documentation	COA + service records
Books/manuals/tools	Yes
Restored	Yes
Paint	Re-painted
Engine	Original
Transmission	Original

Depreciation

The Company treats Automobile Assets as collectible and therefore will not depreciate or amortize the Series Porsche 944 going forward.

AMENDED AND RESTATED USE OF PROCEEDS – SERIES #82AV1

Use of Proceeds Table		Dollar Amount	Percentage of Gross Cash Proceeds
Uses
Cash Portion of the #82AV1 Asset Cost (1)		$285,000	95.80%
Interests issued to Asset Seller as part of total consideration (1)		$0	0.00%
Cash on Series Balance Sheet		$2,500	0.84%
Brokerage Fee		$2,187	0.74%
Offering Expenses (2)		$2,231	0.75%
Acquisition Expenses (3)	Accrued Interest	$0	0.00%
	Finder Fee	$0	0.00%
	Registration and other vehicle-related fees	$271	0.09%
	Transport from Seller to Warehouse incl. associated Insurance (as applicable)	$500	0.17%
	Marketing Materials	$400	0.13%
	Refurbishment & maintenance	$500	0.17%
Sourcing Fee		$3,911	1.31%
Total Fees and Expenses		$10,000	3.36%
Total Proceeds		$297,500	100.00%

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.

Series Detail Table
Agreement Type	Upfront Purchase
Date of Agreement	12/10/2018
Expiration Date of Agreement	N/A
Down-payment Amount	$0
Installment 1 Amount	$285,000
Installment 2 Amount	$0
Interests issued to Asset Seller as part of total consideration	$0
Asset Seller Specifics	None
Acquisition Expenses	$1,671

DESCRIPTION OF THE SERIES ASTON MARTIN OSCAR INDIA

Investment Overview

●Upon completion of the Series #82AV1 Offering, Series #82AV1 will purchase a 1982 Aston Martin V8 Vantage ‘Oscar India’ (at times described as the “V8 Vantage” or “Oscar India” throughout this Offering Circular) as the underlying asset for Series #82AV1 (the “Series Aston Martin Oscar India” or the “Underlying Asset” with respect to Series #82AV1, as applicable), the specifications of which are set forth below.

●The Aston Martin V8 was introduced in 1969 as the company’s first eight-cylinder car. At the heart of the platform was a hand-built, quad-cam, V8 engine designed by Tadek Marek, the same engineer behind the engines that delivered Aston Martin an overall victory at Le Mans just a decade prior. The popularity of the Aston Martin V8 would see the model remain in continuous production until 1989, when it was replaced by another V8-powered car, the Virage.

●In 1977 Aston Martin introduced the V8 “Vantage,” reviving the moniker which first appeared on their high-performance models in the 1950s. The ‘Oscar India’ Vantage, introduced in 1978, offered a number of performance upgrades and aerodynamic improvements over the standard V8, resulting in total output of 425 HP, capable of 0-60 mph in just over five seconds, making it the fastest accelerating automobile in the world upon introduction.

●The Underlying Asset is one of 291 coupes built from 1978 - 1986 as part of the ‘Oscar India’ series (so named for their October 1 introduction in 1978) and is one of just 64 cars originally built in left-hand drive.

●The increased performance of the Vantage engine resulted in the engine failing US emissions requirements. As a result, the majority of V8 Vantages delivered to North America had the cosmetic appearance of a Vantage, but without any of the mechanical upgrades. The Underlying Asset is one of only three cars delivered to North America in full Vantage specification including both cosmetic and mechanical items.

●The Underlying Asset benefits from long term ownership under the family of the original owner, complemented by a recent and comprehensive restoration by marque specialists.

●The Underlying Asset is accompanied by extensive documentation dating back to 1996, including a full record of the bare-metal restoration undertaken in 2016. A factory supplied build record confirms the original specifications and delivery of the car. The Underlying Asset also retains its owner’s manual, tools, and factory jack.

Asset Description

Ownership & Maintenance History

●Built in January of 1982, the Underlying Asset was delivered new to its original owner in Alberta, Canada. The Underlying Asset would stay in the original owner’s possession until his passing in 1991, at which time the Underlying Asset was relocated to Los Angeles and remained under the care of his family until 2015.

●In 2016, the second owner commissioned a full cosmetic restoration by a marque specialist at Autosport Design in Long Island, New York. This included a bare metal repaint and full interior reupholstering utilizing proper tobacco Connolly-style leather and Wilton carpets, bringing the Underlying Asset to excellent or “concours condition”. The Underlying Asset did not require a full engine rebuild, instead receiving a comprehensive mechanical service. Compression levels were found to be within factory standards.

●In August of 2016, the Underlying Asset crossed the block at the RM Sotheby’s Monterey sale, trading hands to the most recent owner for $357,500, inclusive of the buyer’s premium.

Notable Features

●The Underlying Asset is a rare true Vantage spec North American delivered car (1 of 3)

●The Underlying Asset exhibits long term 37-year single family original ownership

●The Underlying Asset is the recipient of concours quality cosmetic restoration by AutoSport Design

●The Underlying Asset has a factory build record, owner’s manual, tools, jack, service documentation dating back to 1996

Notable Defects

●The Underlying Asset was repainted in a non-original but correct Aston Martin color of Cumberland Grey.

●The Underlying Asset exhibits a small blemish on top of air intake manifold.

Details

Series Aston Martin Oscar India
Year	1982
Production Total (Oscar India)	172 (Total) 3 (U.S.)
Mileage	74,975 km
Engine	5.3L V8
Transmission	5-speed manual
Color EXT	Cumberland Grey
Color INT	Tobacco Leather
Documentation	Aston Martin Statement of Confirmation, service records
Condition	Restored
Books/manuals/tools	Yes
Restored	Yes
Paint	Full repaint (2016)
Vin #	V8VOL12332
Engine	Original
Transmission	Original

Depreciation

The Company treats Automobile Assets as collectible and therefore will not depreciate or amortize the Series Aston Martin Oscar India going forward.

AMENDED AND RESTATED USE OF PROCEEDS – SERIES #91AX1

Use of Proceeds Table		Dollar Amount	Percentage of Gross Cash Proceeds
Uses
Cash Portion of the #91AX1 Asset Cost (1)		$140,000	93.33%
Interests issued to Asset Seller as part of total consideration (1)		$0	0.00%
Cash on Series Balance Sheet		$2,000	1.33%
Brokerage Fee		$1,500	1.00%
Offering Expenses (2)		$1,125	0.75%
Acquisition Expenses (3)	Accrued Interest	$0	0.00%
	Finder Fee	$0	0.00%
	Registration and other vehicle-related fees	$300	0.20%
	Transport from Seller to Warehouse incl. associated Insurance (as applicable)	$2,000	1.33%
	Marketing Materials	$600	0.40%
	Refurbishment & maintenance	$0	0.00%
Sourcing Fee		$2,475	1.65%
Total Fees and Expenses		$8,000	5.33%
Total Proceeds		$150,000	100.00%

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.

Series Detail Table
Agreement Type	Purchase Option Agreement
Date of Agreement	In Negotiations
Expiration Date of Agreement	In Negotiations
Down-payment Amount	$0
Installment 1 Amount	$140,000
Installment 2 Amount	$0
Interests issued to Asset Seller as part of total consideration	$0
Asset Seller Specifics	None
Acquisition Expenses	$2,900

DESCRIPTION OF THE SERIES ACURA NSX

Investment Overview

●Upon completion of the Series #91AX1 Offering, Series #91AX1 will purchase a 1991 Acura NSX (at times described as the “NSX” throughout this Offering Circular) as the underlying asset for Series #91AX1 (the “Series Acura NSX” or the “Underlying Asset” with respect to Series #91AX1, as applicable), the specifications of which are set forth below.

●The Acura NSX was designed and developed by Italian design firm Pininfarina and Formula 1 driver Ayrton Senna among others.

●The original Acura NSX, released in 1990, was the first production car to be built with an entirely aluminum monocoque chassis.

●The Underlying Asset is a low-mileage example, having been in the custody of its current owner since new.

Asset Description

Ownership & Maintenance History

●The Underlying Asset has been meticulously cared for and sparsely driven throughout its life.

Notable Features

●The Underlying Asset has a Red Black two tone exterior.

●The Underlying Asset has a 5-speed manual Transmission.

●The Underlying Asset is a first year of production example.

Notable Defects

●The Underlying Asset presents in a condition commensurate with its limited use.

Details

Series Acura NSX
Year	1991
Production Total (1991)	3,163
Engine	3.0L V6
Transmission	5-Speed Manual
Documentation	Service Documentation
Books/manuals/tools	Yes
Restored	No
Paint	Original
Engine	Original
Transmission	Original

Depreciation

The Company treats Automobile Assets as collectible and therefore will not depreciate or amortize the Series Acura NSX going forward.

USE OF PROCEEDS – SERIES #69CC1

Use of Proceeds Table		Dollar Amount	Percentage of Gross Cash Proceeds
Uses
Cash Portion of the #69CC1 Asset Cost (1)		$152,000	92.12%
Interests issued to Asset Seller as part of total consideration (1)		$0	0.00%
Cash on Series Balance Sheet		$2,000	1.21%
Brokerage Fee		$1,650	1.00%
Offering Expenses (2)		$1,238	0.75%
Acquisition Expenses (3)	Accrued Interest	$0	0.00%
	Finder Fee	$0	0.00%
	Registration and other vehicle-related fees	$300	0.18%
	Transport from Seller to Warehouse incl. associated Insurance (as applicable)	$2,000	1.21%
	Marketing Materials	$600	0.36%
	Refurbishment & maintenance	$0	0.00%
Sourcing Fee		$5,213	3.16%
Total Fees and Expenses		$11,000	6.67%
Total Proceeds		$165,000	100.00%

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.

Series Detail Table
Agreement Type	Purchase Option Agreement
Date of Agreement	In Negotiations
Expiration Date of Agreement	In Negotiations
Down-payment Amount	$0
Installment 1 Amount	$152,000
Installment 2 Amount	$0
Interests issued to Asset Seller as part of total consideration	$0
Asset Seller Specifics	None
Acquisition Expenses	$2,900

DESCRIPTION OF THE SERIES COPO CAMARO

Investment Overview

●Upon completion of the Series #69CC1 Offering, Series #69CC1 will purchase a 1969 Chevrolet COPO Camaro (at times described as the “COPO” throughout this Offering Circular) as the underlying asset for Series #69CC1 (the “Series COPO Camaro” or the “Underlying Asset” with respect to Series #69CC1, as applicable), the specifications of which are set forth below.

●Originally used as a method for dealers to order special vehicles for police or fire departments, COPO (Central Office Production Order), quickly became a way for dealers to option their Camaros with items not found on the standard order sheet. In 1969 Chevrolet made it available for dealers to use the order code 9561 which called for 427 cu. in. V-8 to be installed in the car. Many cars were ordered with very little to no options.

●Only produced for the 1969 model year, 822 were built with a 4-speed manual gearbox and another 193 with automatic.

●The Underlying Asset is a fully restored example finished in its original colors of Hugger Orange with a black interior.

Asset Description

Ownership & Maintenance History

●The Underlying Asset retains its original matching number drivetrain.

Notable Features

●The Underlying Asset features electric windows and air conditioning.

Notable Defects

●The Underlying Asset presents in excellent condition, commensurate with mileage and frequency of servicing.

Details

Series COPO Camaro
Year	1969
Production Total (’71-’92)	1,015
Engine	427 Cu In. V-8
Transmission	4-Speed Manual
Documentation	Service records/ COA
Books/manuals/tools	Yes
Restored	Yes
Paint	Original Color
Engine	Correct
Transmission	Correct

Depreciation

The Company treats Automobile Assets as collectible and therefore will not depreciate or amortize the Series COPO Camaro going forward.

USE OF PROCEEDS – SERIES #64VP1

Use of Proceeds Table		Dollar Amount	Percentage of Gross Cash Proceeds
Uses
Cash Portion of the #64VP1 Asset Cost (1)		$40,000	83.33%
Interests issued to Asset Seller as part of total consideration (1)		$0	0.00%
Cash on Series Balance Sheet		$2,000	4.17%
Brokerage Fee		$480	1.00%
Offering Expenses (2)		$500	1.04%
Acquisition Expenses (3)	Accrued Interest	$0	0.00%
	Finder Fee	$0	0.00%
	Registration and other vehicle-related fees	$300	0.63%
	Transport from Seller to Warehouse incl. associated Insurance (as applicable)	$2,000	4.17%
	Marketing Materials	$600	1.25%
	Refurbishment & maintenance	$0	0.00%
Sourcing Fee		$2,120	4.42%
Total Fees and Expenses		$6,000	12.50%
Total Proceeds		$48,000	100.00%

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.

Series Detail Table
Agreement Type	Purchase Option Agreement
Date of Agreement	In Negotiations
Expiration Date of Agreement	In Negotiations
Down-payment Amount	$0
Installment 1 Amount	$40,000
Installment 2 Amount	$0
Interests issued to Asset Seller as part of total consideration	$0
Asset Seller Specifics	None
Acquisition Expenses	$2,900

DESCRIPTION OF THE SERIES VOLVO P1800

Investment Overview

●Upon completion of the Series #64VP1 Offering, Series #64VP1 will purchase a 1964 Volvo P1800 (at times described as the “P1800” throughout this Offering Circular) as the underlying asset for Series #64VP1(the “Series Volvo P1800” or the “Underlying Asset” with respect to Series #64VP1, as applicable), the specifications of which are set forth below.

●Introduced at the 1960 Brussels Motor Show, the Volvo P1800 was produced through 1973.

●The Volvo P1800 is known for its combination of Italian Design and Swedish engineering and was designed by Pelle Pettersons.

●The Volvo P1800 was powered by a 1.8L four-cylinder engine twin carbureted engine, which produced 100HP.

●While a total of 47,885 P1800s were produced worldwide in its 13-year production run, only 12,500 early P1800s were made with the sought after “cow horn” style bumper which was produced from 1960-1964.

Asset Description

Ownership & Maintenance History

●The Underlying Asset retains its original matching number drivetrain.

Notable Features

●The Underlying Asset features electric windows and air conditioning.

Notable Defects

●The Underlying Asset presents in condition commensurate with mileage and frequency of servicing.

Details

Series Volvo P1800
Year	1964
Production Total (’71-’92)	47,885
Engine	1.8L Inline 4 Cyl.
Transmission	4-Speed Manual
Documentation	Service records
Books/manuals/tools	Yes
Restored	Yes
Paint	Original Color
Engine	Correct
Transmission	Correct

Depreciation

The Company treats Automobile Assets as collectible and therefore will not depreciate or amortize the Series Volvo P1800 going forward.

USE OF PROCEEDS – SERIES #93PN1

Use of Proceeds Table		Dollar Amount	Percentage of Gross Cash Proceeds
Uses
Cash Portion of the #93PN1 Asset Cost (1)		$82,000	89.13%
Interests issued to Asset Seller as part of total consideration (1)		$0	0.00%
Cash on Series Balance Sheet		$2,000	2.17%
Brokerage Fee		$920	1.00%
Offering Expenses (2)		$690	0.75%
Acquisition Expenses (3)	Accrued Interest	$0	0.00%
	Finder Fee	$0	0.00%
	Registration and other vehicle-related fees	$300	0.33%
	Transport from Seller to Warehouse incl. associated Insurance (as applicable)	$2,000	2.17%
	Marketing Materials	$600	0.65%
	Refurbishment & maintenance	$0	0.00%
Sourcing Fee		$3,490	3.79%
Total Fees and Expenses		$8,000	8.70%
Total Proceeds		$92,000	100.00%

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.

Series Detail Table
Agreement Type	Purchase Option Agreement
Date of Agreement	In Negotiations
Expiration Date of Agreement	In Negotiations
Down-payment Amount	$0
Installment 1 Amount	$82,000
Installment 2 Amount	$0
Interests issued to Asset Seller as part of total consideration	$0
Asset Seller Specifics	None
Acquisition Expenses	$2,900

DESCRIPTION OF THE SERIES PORSCHE 968CS

Investment Overview

●Upon completion of the Series #93PN1 Offering, Series #93PN1 will purchase a 1993 Porsche 968 CS (at times described as the “968 CS” throughout this Offering Circular) as the underlying asset for Series #93PN1(the “Series Porsche 968CS” or the “Underlying Asset” with respect to Series #93PN1, as applicable), the specifications of which are set forth below.

●Introduced in 1993, the Porsche 968CS built upon the base 968 platform to create a more sports car focused and track suited model.

●Powered by the same 3.0L 4-cylinder engine in the 968, the 968CS gained its performance by stripping weight and upgrading the suspension of the car allowing it to achieve 0-60 of 5.6 seconds.

●There were only 1,396 968 CS’s produced worldwide.

Asset Description

Ownership & Maintenance History

●The Underlying Asset retains its original matching number drivetrain.

Notable Features

●The Underlying Asset features electric windows and air conditioning.

Notable Defects

●The Underlying Asset presents in condition commensurate with mileage and frequency of servicing.

Details

Series Porsche 968CS
Year	1993
Production Total (’71-’92)	1,392
Engine	3.0L Inline 4 Cyl.
Transmission	6-Speed Manual
Documentation	Service records, Porsche COA
Books/manuals/tools	Yes
Restored	No
Paint	Original Color
Engine	Correct
Transmission	Correct

Depreciation

The Company treats Automobile Assets as collectible and therefore will not depreciate or amortize the Series Porsche 968CS going forward.

USE OF PROCEEDS – SERIES #74DP1

Use of Proceeds Table		Dollar Amount	Percentage of Gross Cash Proceeds
Uses
Cash Portion of the #74DP1 Asset Cost (1)		$158,000	94.05%
Interests issued to Asset Seller as part of total consideration (1)		$0	0.00%
Cash on Series Balance Sheet		$2,000	1.19%
Brokerage Fee		$1,680	1.00%
Offering Expenses (2)		$1,260	0.75%
Acquisition Expenses (3)	Accrued Interest	$0	0.00%
	Finder Fee	$0	0.00%
	Registration and other vehicle-related fees	$300	0.18%
	Transport from Seller to Warehouse incl. associated Insurance (as applicable)	$2,000	1.19%
	Marketing Materials	$600	0.36%
	Refurbishment & maintenance	$0	0.00%
Sourcing Fee		$2,160	1.29%
Total Fees and Expenses		$8,000	4.76%
Total Proceeds		$168,000	100.00%

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.

Series Detail Table
Agreement Type	Purchase Option Agreement
Date of Agreement	In Negotiations
Expiration Date of Agreement	In Negotiations
Down-payment Amount	$0
Installment 1 Amount	$158,000
Installment 2 Amount	$0
Interests issued to Asset Seller as part of total consideration	$0
Asset Seller Specifics	None
Acquisition Expenses	$2,900

DESCRIPTION OF THE SERIES PANTERA GTS

Investment Overview

●Upon completion of the Series #74DP1 Offering, Series #74DP1 will purchase a 1974 DeTomaso Pantera GTS (at times described as the “Pantera GTS” throughout this Offering Circular) as the underlying asset for Series #74DP1 (the “Series Pantera GTS ” or the “Underlying Asset” with respect to Series #74DP1, as applicable), the specifications of which are set forth below.

●Introduced in 1971, the DeTomaso Pantera combined efforts between Italy’s Ghia and the Ford Motor Vehicle company to create a formidable yet affordable mid-engine sports car compared to the competition.

●The Pantera GTS is powered by the same 351 ci Cleveland V-8 found in the base Pantera model, however the wider wheels, a blacked-out hood and deck lid, rivet-mount fender flares, sport steering wheel and rocker-panel graphics differentiate the GTS from the base Pantera.

●There were only 97 US spec Pantera GTS were built in 1974.

●The Underlying Asset is a fully restored example showing less than 10,000 original miles.

Asset Description

Ownership & Maintenance History

●The Underlying Asset retains its original matching number drivetrain.

Notable Features

●The Underlying Asset features electric windows and air conditioning.

Notable Defects

●The Underlying Asset presents in condition commensurate with mileage and frequency of servicing.

Details

Series Pantera GTS
Year	1974
Production Total (’71-’92)	7,260
Engine	2.0L flat six
Transmission	5-Speed Manual
Documentation	Service records, Porsche COA
Books/manuals/tools	Yes
Restored	No
Paint	Original Color
Engine	Correct
Transmission	Correct

Depreciation

The Company treats Automobile Assets as collectible and therefore will not depreciate or amortize the Series Pantera GTS going forward.

USE OF PROCEEDS – SERIES #93FM1

Use of Proceeds Table		Dollar Amount	Percentage of Gross Cash Proceeds
Uses
Cash Portion of the #93FM1 Asset Cost (1)		$36,000	84.71%
Interests issued to Asset Seller as part of total consideration (1)		$0	0.00%
Cash on Series Balance Sheet		$1,500	3.53%
Brokerage Fee		$425	1.00%
Offering Expenses (2)		$500	1.18%
Acquisition Expenses (3)	Accrued Interest	$0	0.00%
	Finder Fee	$0	0.00%
	Registration and other vehicle-related fees	$300	0.71%
	Transport from Seller to Warehouse incl. associated Insurance (as applicable)	$2,000	4.71%
	Marketing Materials	$400	0.94%
	Refurbishment & maintenance	$0	0.00%
Sourcing Fee		$1,375	3.24%
Total Fees and Expenses		$5,000	11.76%
Total Proceeds		$42,500	100.00%

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.

Series Detail Table
Agreement Type	Purchase Option Agreement
Date of Agreement	In Negotiations
Expiration Date of Agreement	In Negotiations
Down-payment Amount	$0
Installment 1 Amount	$36,000
Installment 2 Amount	$0
Interests issued to Asset Seller as part of total consideration	$0
Asset Seller Specifics	None
Acquisition Expenses	$2,700

DESCRIPTION OF THE SERIES MUSTANG FEATURE EDITION

Investment Overview

●Upon completion of the Series #93FM1 Offering, Series #93FM1 will purchase a 1993 Ford Mustang Feature Edition (at times described as the “Feature Edition” throughout this Offering Circular) as the underlying asset for Series #93FM1 (the “Series Mustang Feature Edition ” or the “Underlying Asset” with respect to Series #93FM1, as applicable), the specifications of which are set forth below.

●Introduced in 1979 the third-generation mustang, commonly referred to as the “Fox Body,” came in three body styles: a coupe, hatchback, and convertible. To commemorate the Fox Body in its final year of production, 1993, Ford offered the Feature Edition which was offered in two colors, white and canary yellow.

●White Feature Editions came with white exterior, interior, and matching white wheels.

●Other than the cosmetic differences, the Feature Edition was built on the 5.0 LX convertible platform.

●1,500 all white examples were built with 1,056 automatic and 444 five speed manuals.

Asset Description

Ownership & Maintenance History

●The Underlying Asset retains limited mileage and known history.

●The Underlying Asset retains its original matching number drivetrain.

Notable Features

●The Underlying Asset is the commemorative Final Edition of the Fox Body Mustang.

●The Underlying Asset retains its original window sticker.

●The Underlying Asset possesses the rare manual transmission.

Notable Defects

●The Underlying Asset presents in excellent condition, commensurate with mileage and frequency of servicing.

Details

Series Mustang Feature Edition
Year	1993
Production Total	1500
Engine	5.0L V-8
Transmission	5-Speed Manual
Documentation	Service records, Window Sticker
Books/manuals/tools	Yes
Restored	No
Paint	Original Color
Engine	Correct
Transmission	Correct

Depreciation

The Company treats Automobile Assets as collectible and therefore will not depreciate or amortize the Series Mustang Feature Edition going forward.

USE OF PROCEEDS – SERIES #63VK1

Use of Proceeds Table		Dollar Amount	Percentage of Gross Cash Proceeds
Uses
Cash Portion of the #63VK1 Asset Cost (1)		$36,000	80.00%
Interests issued to Asset Seller as part of total consideration (1)		$0	0.00%
Cash on Series Balance Sheet		$2,000	4.44%
Brokerage Fee		$450	1.00%
Offering Expenses (2)		$500	1.11%
Acquisition Expenses (3)	Accrued Interest	$0	0.00%
	Finder Fee	$0	0.00%
	Registration and other vehicle-related fees	$300	0.67%
	Transport from Seller to Warehouse incl. associated Insurance (as applicable)	$2,000	4.44%
	Marketing Materials	$600	1.33%
	Refurbishment & maintenance	$0	0.00%
Sourcing Fee		$3,150	7.00%
Total Fees and Expenses		$7,000	15.56%
Total Proceeds		$45,000	100.00%

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table.

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.

Series Detail Table
Agreement Type	Purchase Option Agreement
Date of Agreement	In Negotiations
Expiration Date of Agreement	In Negotiations
Down-payment Amount	$0
Installment 1 Amount	$36,000
Installment 2 Amount	$0
Interests issued to Asset Seller as part of total consideration	$0
Asset Seller Specifics	None
Acquisition Expenses	$2,900

DESCRIPTION OF THE SERIES VOLKSWAGEN KARMANN GHIA

Investment Overview

●Upon completion of the Series #63VK1 Offering, Series #63VK1 will purchase a 1963 Volkswagen Karmann Ghia (at times described as the “Karmann Ghia” throughout this Offering Circular) as the underlying asset for Series #63VK1 (the “Series Volkswagen Karmann Ghia ” or the “Underlying Asset” with respect to Series #63VK1, as applicable), the specifications of which are set forth below.

●In 1949 Volkswagen contracted the German design firm Karmann to build them a convertible version of their Beetle. In 1953, Karmann teamed up with Italian design firm to create the Karmann Ghia concept with the first production vehicles delivered in 1956.

●The Karman Ghia borrowed many of the economy items from the Beetle in order to keep costs down.

Asset Description

Ownership & Maintenance History

●The Underlying Asset remains largely original and has been meticulously cared for since new.

●The Underlying Asset has a known history since new.

Notable Features

●The Underlying Asset is the most powerful production variant of the Karmann Ghia, featuring a 1.6L flat four-cylinder engine.

●The Underlying Asset exhibits a rare color combination.

Notable Defects

●The Underlying Asset presents in excellent condition, commensurate with mileage and frequency of servicing.

Details

Series Volkswagen Karmann Ghia
Year	1963
Production Total	22,827
Engine	1.6L flat six
Transmission	4-Speed Manual
Documentation	Service records, history since new
Books/manuals/tools	Yes
Restored	No
Paint	Original Color
Engine	Correct
Transmission	Correct

Depreciation

The Company treats Automobile Assets as collectible and therefore will not depreciate or amortize the Series Volkswagen Karmann Ghia going forward.

FINANCIAL STATEMENTS

RSE COLLECTION, LLC

CONTENTS

PAGE

RSE COLLECTION, LLC AND VARIOUS SERIES:

Years Ended December 31, 2019 and 2018 Audited Consolidated Financial Statements

Report of Independent Registered Public Accounting FirmF-1

Consolidated Balance SheetsF-2

Consolidated Statements of OperationsF-14

Consolidated Statements of Members’ Equity F-26

Consolidated Statements of Cash Flows F-30

Notes to Consolidated Financial Statements F-42

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Members of

RSE Collection, LLC

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of RSE Collection, LLC (the "Company") on a consolidated basis and for each listed Series as of December 31, 2019 and 2018, and the related consolidated statements of operations, members' equity, and cash flows for the Company on a consolidated basis and for each listed Series for each of 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 consolidated financial position of the Company and each listed Series as of December 31, 2019 and 2018, and the consolidated results of operations and cash flows for the Company and each listed Series for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company and each listed Series will continue as a going concern. As discussed in Note A to the financial statements, the Company's and each listed Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern. Management's plans in regard to these matters are also described in Note A. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Restatement

As discussed in Note J to the financial statements the December 31, 2018 financial statements have been restated to correct an error.

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 and each listed Series’ financial statements based on our audits. 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 and each listed Series 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 audits 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 and each listed Series 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 or each listed Series internal control over financial reporting. Accordingly, we express no such opinion.

Our audits 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 audits 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 audits provide a reasonable basis for our opinion.

/s/ EisnerAmper LLP

We have served as the Company's auditor since 2017.

EISNERAMPER LLP

New York, New York

April 29, 2020

F-1

RSE COLLECTION, LLC

Consolidated Balance Sheets as of December 31, 2019

	Series #69BM1	Series #85FT1	Series #88LJ1	Series #55PS1	Series #95BL1
Assets
Current Assets
Cash and Cash Equivalents	`$4,149`	`$-`	`$-`	`$2,214`	`$1,000`
Pre-paid Insurance	`104`	`130`	`120`	`384`	`95`
Total Current Assets	`4,253`	`130`	`120`	`2,598`	`1,095`
Other Assets
Collectible Automobiles - Deposits	`-`	`-`	`-`	`-`	`-`
Collectible Automobiles - Owned	`106,266`	`175,826`	`132,382`	`408,386`	`114,541`
TOTAL ASSETS	`$110,519`	`$175,956`	`$132,502`	`$410,984`	`$115,636`

LIABILITIES AND MEMBERS' EQUITY
Liabilities
Current Liabilities
Accounts Payable	`$479`	`$479`	`$479`	`$479`	`$479`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`
Due to the Manager for Insurance	`-`	`-`	`-`	`-`	`-`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`	`-`
Total Liabilities	`479`	`479`	`479`	`479`	`479`

Membership Contributions	`111,236`	`163,883`	`133,508`	`422,131`	`116,742`
Capital Contribution for Operating Expenses	`7,569`	`9,630`	`8,861`	`9,346`	`5,805`
Capital Contribution for loss at Offering close	`-`	`12,344`	`-`	`3,357`	`444`
Distribution to RSE Collection	`(821)`	`(401)`	`(1,126)`	`(14,889)`	`(1,645)`
Retained Earnings / (Accumulated Deficit)	`(7,944)`	`(9,979)`	`(9,220)`	`(9,440)`	`(6,189)`
Members' Equity	`110,040`	`175,477`	`132,023`	`410,505`	`115,157`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$110,519`	`$175,956`	`$132,502`	`$410,984`	`$115,636`

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

F-2

RSE COLLECTION, LLC

Consolidated Balance Sheets as of December 31, 2019

	Series #89PS1	Series #90FM1	Series #83FB1	Series #98DV1	Series #06FS1
Assets
Current Assets
Cash and Cash Equivalents	`$1,271`	`$485`	`$2,485`	`$2,500`	`$9,152`
Pre-paid Insurance	`131`	`16`	`272`	`101`	`-`
Total Current Assets	`1,402`	`501`	`2,757`	`2,601`	`9,152`
Other Assets
Collectible Automobiles - Deposits	`-`	`-`	`-`	`-`	`-`
Collectible Automobiles - Owned	`160,000`	`14,786`	`332,806`	`122,544`	`-`
TOTAL ASSETS	`$161,402`	`$15,287`	`$335,563`	`$125,145`	`$9,152`

LIABILITIES AND MEMBERS' EQUITY
Liabilities
Current Liabilities
Accounts Payable	`$304`	`$304`	`$479`	`$479`	`$-`
Income Taxes Payable	`-`	`-`	`-`	`-`	`6,746`
Due to the Manager for Insurance	`-`	`-`	`-`	`-`	`-`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`	`2,406`
Total Liabilities	`304`	`304`	`479`	`479`	`9,152`

Membership Contributions	`161,521`	`15,446`	`335,691`	`125,757`	`-`
Capital Contribution for Operating Expenses	`4,975`	`4,920`	`6,888`	`4,878`	`-`
Capital Contribution for loss at Offering close	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`(250)`	`(175)`	`(400)`	`(713)`	`-`
Retained Earnings / (Accumulated Deficit)	`(5,148)`	`(5,208)`	`(7,095)`	`(5,256)`	`-`
Members' Equity	`161,098`	`14,983`	`335,084`	`124,666`	`-`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$161,402`	`$15,287`	`$335,563`	`$125,145`	`$9,152`

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

F-3

RSE COLLECTION, LLC

Consolidated Balance Sheets as of December 31, 2019

	Series #93XJ1	Series #02AX1	Series #99LE1	Series #91MV1	Series #92LD1
Assets
Current Assets
Cash and Cash Equivalents	`$1,485`	`$1,985`	`$1,985`	`$984`	`$1,853`
Pre-paid Insurance	`499`	`84`	`50`	`26`	`117`
Total Current Assets	`1,984`	`2,069`	`2,035`	`1,011`	`1,970`
Other Assets
Collectible Automobiles - Deposits	`-`	`-`	`-`	`-`	`-`
Collectible Automobiles - Owned	`488,586`	`101,786`	`64,271`	`35,437`	`157,902`
TOTAL ASSETS	`$490,570`	`$103,855`	`$66,306`	`$36,448`	`$159,872`

LIABILITIES AND MEMBERS' EQUITY
Liabilities
Current Liabilities
Accounts Payable	`$-`	`$479`	`$479`	`$479`	`$304`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`
Due to the Manager for Insurance	`-`	`-`	`-`	`-`	`-`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`	`-`
Total Liabilities	`-`	`479`	`479`	`479`	`304`

Membership Contributions	`487,801`	`104,452`	`66,699`	`36,621`	`160,430`
Capital Contribution for Operating Expenses	`3,942`	`3,884`	`4,020`	`3,851`	`4,398`
Capital Contribution for loss at Offering close	`7,373`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`(5,103)`	`(681)`	`(443)`	`(200)`	`-`
Retained Earnings / (Accumulated Deficit)	`(3,443)`	`(4,279)`	`(4,449)`	`(4,303)`	`(5,260)`
Members' Equity	`490,570`	`103,376`	`65,827`	`35,969`	`159,568`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$490,570`	`$103,855`	`$66,306`	`$36,448`	`$159,872`

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

F-4

RSE COLLECTION, LLC

Consolidated Balance Sheets as of December 31, 2019

	Series #94DV1	Series #00FM1	Series #72MC1	Series #06FG1	Series #11BM1
Assets
Current Assets
Cash and Cash Equivalents	`$1,984`	`$3,760`	`$4,989`	`$2,500`	`$2,000`
Pre-paid Insurance	`20`	`-`	`-`	`112`	`-`
Total Current Assets	`2,004`	`3,760`	`4,989`	`2,612`	`2,000`
Other Assets
Collectible Automobiles - Deposits	`-`	`-`	`-`	`-`	`-`
Collectible Automobiles - Owned	`52,787`	`-`	`115,562`	`309,286`	`79,786`
TOTAL ASSETS	`$54,791`	`$3,760`	`$120,551`	`$311,898`	`$81,786`

LIABILITIES AND MEMBERS' EQUITY
Liabilities
Current Liabilities
Accounts Payable	`$304`	`$-`	`$304`	`$304`	`$304`
Income Taxes Payable	`-`	`2,711`	`-`	`-`	`-`
Due to the Manager for Insurance	`-`	`-`	`3`	`-`	`-`
Due to the Manager or its Affiliates	`-`	`1,049`	`-`	`-`	`-`
Total Liabilities	`304`	`3,760`	`307`	`304`	`304`

Membership Contributions	`54,771`	`-`	`120,551`	`312,086`	`82,286`
Capital Contribution for Operating Expenses	`4,076`	`-`	`3,977`	`4,772`	`3,253`
Capital Contribution for loss at Offering close	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`-`	`-`	`-`	`(300)`	`(500)`
Retained Earnings / (Accumulated Deficit)	`(4,360)`	`-`	`(4,284)`	`(4,964)`	`(3,557)`
Members' Equity	`54,487`	`-`	`120,244`	`311,594`	`81,482`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$54,791`	`$3,760`	`$120,551`	`$311,898`	`$81,786`

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

F-5

RSE COLLECTION, LLC

Consolidated Balance Sheets as of December 31, 2019

	Series #80LC1	Series #02BZ1	Series #88BM1	Series #63CC1	Series #76PT1
Assets
Current Assets
Cash and Cash Equivalents	`$3,504`	`$3,000`	`$2,000`	`$1,999`	`$1,999`
Pre-paid Insurance	`495`	`141`	`103`	`90`	`11`
Total Current Assets	`3,999`	`3,141`	`2,103`	`2,089`	`2,010`
Other Assets
Collectible Automobiles - Deposits	`-`	`-`	`-`	`-`	`-`
Collectible Automobiles - Owned	`612,439`	`186,301`	`136,465`	`120,286`	`182,802`
TOTAL ASSETS	`$616,438`	`$189,442`	`$138,568`	`$122,375`	`$184,812`

LIABILITIES AND MEMBERS' EQUITY
Liabilities
Current Liabilities
Accounts Payable	`$304`	`$304`	`$304`	`$304`	`$304`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`
Due to the Manager for Insurance	`-`	`-`	`-`	`-`	`-`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`	`-`
Total Liabilities	`304`	`304`	`304`	`304`	`304`

Membership Contributions	`616,716`	`189,601`	`138,765`	`122,586`	`185,301`
Capital Contribution for Operating Expenses	`4,409`	`4,551`	`3,620`	`3,442`	`3,376`
Capital Contribution for loss at Offering close	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`(774)`	`(300)`	`(300)`	`(300)`	`(500)`
Retained Earnings / (Accumulated Deficit)	`(4,217)`	`(4,714)`	`(3,821)`	`(3,657)`	`(3,669)`
Members' Equity	`616,134`	`189,138`	`138,264`	`122,071`	`184,508`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$616,438`	`$189,442`	`$138,568`	`$122,375`	`$184,812`

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

F-6

RSE COLLECTION, LLC

Consolidated Balance Sheets as of December 31, 2019

	Series #75RA1	Series #65AG1	Series #93FS1	Series #90MM1	Series #61JE1
Assets
Current Assets
Cash and Cash Equivalents	`$2,649`	`$3,700`	`$3,050`	`$1,799`	`$2,898`
Pre-paid Insurance	`-`	`11`	`-`	`-`	`-`
Total Current Assets	`2,649`	`3,711`	`3,050`	`1,799`	`2,898`
Other Assets
Collectible Automobiles - Deposits	`-`	`-`	`-`	`-`	`-`
Collectible Automobiles - Owned	`75,903`	`170,286`	`131,136`	`23,187`	`235,388`
TOTAL ASSETS	`$78,552`	`$173,997`	`$134,186`	`$24,986`	`$238,286`

LIABILITIES AND MEMBERS' EQUITY
Liabilities
Current Liabilities
Accounts Payable	`$304`	`$479`	`$304`	`$304`	`$304`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`
Due to the Manager for Insurance	`23`	`-`	`16`	`7`	`7`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`	`-`
Total Liabilities	`327`	`479`	`320`	`311`	`311`

Membership Contributions	`79,052`	`173,986`	`134,186`	`24,986`	`238,636`
Capital Contribution for Operating Expenses	`3,086`	`2,917`	`1,210`	`872`	`2,737`
Capital Contribution for loss at Offering close	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`(500)`	`-`	`-`	`-`	`(350)`
Retained Earnings / (Accumulated Deficit)	`(3,413)`	`(3,385)`	`(1,530)`	`(1,183)`	`(3,048)`
Members' Equity	`78,225`	`173,518`	`133,866`	`24,675`	`237,975`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$78,552`	`$173,997`	`$134,186`	`$24,986`	`$238,286`

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

F-7

RSE COLLECTION, LLC

Consolidated Balance Sheets as of December 31, 2019

	Series #65FM1	Series #88PT1	Series #94LD1	Series #99SS1	Series #94FS1
Assets
Current Assets
Cash and Cash Equivalents	`$2,300`	`$4,439`	`$4,550`	`$3,064`	`$2,962`
Pre-paid Insurance	`10`	`-`	`201`	`17`	`38`
Total Current Assets	`2,310`	`4,439`	`4,751`	`3,081`	`3,000`
Other Assets
Collectible Automobiles - Deposits	`-`	`-`	`-`	`-`	`-`
Collectible Automobiles - Owned	`75,997`	`62,780`	`572,236`	`129,227`	`138,482`
TOTAL ASSETS	`$78,307`	`$67,219`	`$576,987`	`$132,308`	`$141,482`

LIABILITIES AND MEMBERS' EQUITY
Liabilities
Current Liabilities
Accounts Payable	`$304`	`$304`	`$479`	`$479`	`$304`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`
Due to the Manager for Insurance	`-`	`19`	`-`	`-`	`-`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`	`-`
Total Liabilities	`304`	`323`	`479`	`479`	`304`

Membership Contributions	`79,297`	`65,005`	`577,286`	`133,279`	`141,794`
Capital Contribution for Operating Expenses	`2,403`	`999`	`2,319`	`1,150`	`604`
Capital Contribution for loss at Offering close	`-`	`2,214`	`-`	`-`	`-`
Distribution to RSE Collection	`(1,000)`	`-`	`(500)`	`(988)`	`(350)`
Retained Earnings / (Accumulated Deficit)	`(2,697)`	`(1,322)`	`(2,597)`	`(1,612)`	`(870)`
Members' Equity	`78,003`	`66,896`	`576,508`	`131,829`	`141,178`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$78,307`	`$67,219`	`$576,987`	`$132,308`	`$141,482`

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

F-8

RSE COLLECTION, LLC

Consolidated Balance Sheets as of December 31, 2019

	Series #61MG1	Series #92CC1	Series #89FT1	Series #80PN1	Series #89FG2	Series #88LL1	Consolidated
Assets
Current Assets
Cash and Cash Equivalents	`$4,197`	`$2,412`	`$1,714`	`$3,662`	`$3,288`	`$5,789`	`$114,536`
Pre-paid Insurance	`-`	`12`	`-`	`-`	`7`	`77`	`3,982`
Total Current Assets	`4,197`	`2,424`	`1,714`	`3,662`	`3,295`	`5,866`	`118,518`
Other Assets
Collectible Automobiles - Deposits	`-`	`-`	`-`	`-`	`-`	`-`	`616,000`
Collectible Automobiles - Owned	`325,590`	`46,188`	`175,136`	`47,388`	`119,562`	`277,511`	`7,546,553`
TOTAL ASSETS	`$329,787`	`$48,612`	`$176,850`	`$51,050`	`$122,857`	`$283,377`	`$8,281,071`

LIABILITIES AND MEMBERS' EQUITY
Liabilities
Current Liabilities
Accounts Payable	`$304`	`$304`	`$417`	`$273`	`$232`	`$106`	`$16,752`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`	`-`	`9,457`
Due to the Manager for Insurance	`84`	`-`	`76`	`2`	`-`	`-`	`406`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`	`-`	`-`	`1,280,433`
Total Liabilities	`388`	`304`	`493`	`275`	`232`	`106`	`1,307,048`

Membership Contributions	`330,287`	`48,600`	`176,850`	`47,020`	`123,550`	`283,775`	`6,995,378`
Capital Contribution for Operating Expenses	`1,288`	`351`	`1,429`	`212`	`236`	`1,349`	`250,769`
Capital Contribution for loss at Offering close	`-`	`-`	`400`	`4,030`	`-`	`-`	`44,272`
Distribution to RSE Collection	`(500)`	`-`	`(400)`	`-`	`(700)`	`(475)`	`-`
Retained Earnings / (Accumulated Deficit)	`(1,676)`	`(643)`	`(1,922)`	`(487)`	`(461)`	`(1,378)`	`(316,397)`
Members' Equity	`329,399`	`48,308`	`176,357`	`50,775`	`122,625`	`283,271`	`6,974,022`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$329,787`	`$48,612`	`$176,850`	`$51,050`	`$122,857`	`$283,377`	`$8,281,071`

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

F-9

RSE COLLECTION, LLC

Consolidated Balance Sheets as of December 31, 2018

	Series #69BM1	Series #85FT1	Series #88LJ1	Series #55PS1
Assets
Current Assets
Cash and Cash Equivalents	`$4,149`	`$-`	`$-`	`$2,500`
Pre-paid Insurance	`71`	`101`	`85`	`283`
Total Current Assets	`4,220`	`101`	`85`	`2,783`
Other Assets
Collectible Automobiles - Deposits	`-`	`-`	`-`	`-`
Collectible Automobiles - Owned	`106,266`	`175,826`	`132,382`	`408,100`
TOTAL ASSETS	`$110,486`	`$175,927`	`$132,467`	`$410,883`

LIABILITIES AND MEMBERS EQUITY / (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	`$100`	`$100`	`$-`	`$-`
Insurance Payable	`-`	`-`	`-`	`-`
Accrued Interest	`-`	`-`	`-`	`-`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`
Debt	`-`	`-`	`-`	`-`
Total Current Liabilities	`100`	`100`	`-`	`-`
Total Liabilities	`100`	`100`	`-`	`-`

Membership Contributions	`111,236`	`163,883`	`133,508`	`422,132`
Capital Contribution	`3,444`	`16,518`	`2,953`	`7,320`
Distribution to RSE Collection	`(821)`	`(401)`	`(1,126)`	`(14,889)`
Contribution to Series	`-`	`-`	`-`	`-`
Accumulated Deficit	`(3,473)`	`(4,173)`	`(2,868)`	`(3,680)`
Members' Equity	`110,386`	`175,827`	`132,467`	`410,883`
TOTAL LIABILITIES AND EQUITY	`$110,486`	`$175,927`	`$132,467`	`$410,883`

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

F-10

RSE COLLECTION, LLC

Consolidated Balance Sheets as of December 31, 2018

	Series #95BL1	Series #89PS1	Series #90FM1	Series #83FB1
Assets
Current Assets
Cash and Cash Equivalents	`$1,000`	`$1,271`	`$771`	`$2,771`
Pre-paid Insurance	`74`	`101`	`12`	`207`
Total Current Assets	`1,074`	`1,372`	`783`	`2,978`
Other Assets
Collectible Automobiles - Deposits	`-`	`-`	`-`	`-`
Collectible Automobiles - Owned	`114,541`	`160,000`	`14,500`	`332,520`
TOTAL ASSETS	`$115,615`	`$161,372`	`$15,283`	`$335,498`

LIABILITIES AND MEMBERS EQUITY / (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	`$-`	`$-`	`$-`	`$-`
Insurance Payable	`-`	`-`	`-`	`-`
Accrued Interest	`-`	`-`	`-`	`-`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`
Debt	`-`	`-`	`-`	`-`
Total Current Liabilities	`-`	`-`	`-`	`-`
Total Liabilities	`-`	`-`	`-`	`-`

Membership Contributions	`116,741`	`161,521`	`15,446`	`335,691`
Capital Contribution	`2,287`	`891`	`1,188`	`2,038`
Distribution to RSE Collection	`(1,645)`	`(250)`	`(175)`	`(400)`
Contribution to Series	`-`	`-`	`-`	`-`
Accumulated Deficit	`(1,768)`	`(790)`	`(1,176)`	`(1,831)`
Members' Equity	`115,615`	`161,372`	`15,283`	`335,498`
TOTAL LIABILITIES AND EQUITY	`$115,615`	`$161,372`	`$15,283`	`$335,498`

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

F-11

RSE COLLECTION, LLC

Consolidated Balance Sheets as of December 31, 2018

	Series #98DV1	Series #06FS1	Series #93XJ1	Series #02AX1
Assets
Current Assets
Cash and Cash Equivalents	`$2,500`	`$2,771`	`$1,771`	`$2,271`
Pre-paid Insurance	`77`	`118`	`293`	`64`
Total Current Assets	`2,577`	`2,889`	`2,064`	`2,335`
Other Assets
Collectible Automobiles - Deposits	`-`	`-`	`-`	`-`
Collectible Automobiles - Owned	`122,544`	`192,500`	`488,300`	`101,500`
TOTAL ASSETS	`$125,121`	`$195,389`	`$490,364`	`$103,835`

LIABILITIES AND MEMBERS EQUITY / (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	`$-`	`$-`	`$-`	`$-`
Insurance Payable	`-`	`-`	`-`	`-`
Accrued Interest	`-`	`-`	`-`	`-`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`
Debt	`-`	`-`	`-`	`-`
Total Current Liabilities	`-`	`-`	`-`	`-`
Total Liabilities	`-`	`-`	`-`	`-`

Membership Contributions	`125,757`	`195,271`	`487,801`	`104,452`
Capital Contribution	`876`	`997`	`8,206`	`467`
Distribution to RSE Collection	`(713)`	`-`	`(5,103)`	`(681)`
Contribution to Series	`-`	`-`	`-`	`-`
Accumulated Deficit	`(799)`	`(879)`	`(540)`	`(403)`
Members' Equity	`125,121`	`195,389`	`490,364`	`103,835`
TOTAL LIABILITIES AND EQUITY	`$125,121`	`$195,389`	`$490,364`	`$103,835`

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

F-12

RSE COLLECTION, LLC

Consolidated Balance Sheets as of December 31, 2018

	Series #99LE1	Series #91MV1	Series #92LD1	Series #94DV1	Consolidated
Assets
Current Assets
Cash and Cash Equivalents	`$2,271`	`$1,271`	`$2,771`	`$2,271`	`$56,787`
Pre-paid Insurance	`34`	`19`	`86`	`-`	`2,306`
Total Current Assets	`2,305`	`1,290`	`2,857`	`2,271`	`59,093`
Other Assets
Collectible Automobiles - Deposits	`-`	`-`	`-`	`-`	`736,431`
Collectible Automobiles - Owned	`63,985`	`35,150`	`157,659`	`52,500`	`4,648,349`
TOTAL ASSETS	`$66,290`	`$36,440`	`$160,516`	`$54,771`	`$5,443,873`

LIABILITIES AND MEMBERS EQUITY / (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	`$-`	`$-`	`$-`	`$-`	`$300`
Insurance Payable	`-`	`-`	`-`	`39`	`912`
Accrued Interest	`-`	`-`	`-`	`-`	`-`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`	`2,658,883`
Debt	`-`	`-`	`-`	`-`	`-`
Total Current Liabilities	`-`	`-`	`-`	`39`	`2,660,095`
Total Liabilities	`-`	`-`	`-`	`39`	`2,660,095`

Membership Contributions	`66,699`	`36,621`	`160,430`	`54,771`	`2,765,168`
Capital Contribution	`249`	`202`	`109`	`40`	`123,917`
Distribution to RSE Collection	`(443)`	`(200)`	`-`	`-`	`-`
Contribution to Series	`-`	`-`	`-`	`-`	`-`
Accumulated Deficit	`(215)`	`(183)`	`(23)`	`(79)`	`(105,307)`
Members' Equity	`66,290`	`36,440`	`160,516`	`54,732`	`2,783,778`
TOTAL LIABILITIES AND EQUITY	`$66,290`	`$36,440`	`$160,516`	`$54,771`	`$5,443,873`

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

F-13

RSE COLLECTION, LLC

Consolidated Statements of Operations

Year Ended December 31, 2019

	Series #69BM1	Series #85FT1	Series #88LJ1	Series #55PS1	Series #95BL1
Operating Expenses
Storage	`$2,279`	`$2,279`	`$2,279`	`$2,279`	`$2,279`
Transportation	`500`	`1,700`	`2,300`	`500`	`500`
Insurance	`492`	`627`	`573`	`1,784`	`442`
Professional Fees	`1,200`	`1,200`	`1,200`	`1,200`	`1,200`
Marketing Expense	`-`	`-`	`-`	`-`	`-`
Total Operating Expenses	`4,471`	`5,806`	`6,352`	`5,763`	`4,421`
Operating Loss	`(4,471)`	`(5,806)`	`(6,352)`	`(5,763)`	`(4,421)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`-`
Other Income
Gain on Sale	`-`	`-`	`-`	`-`	`-`
Loss on Sale	`-`	`-`	`-`	`-`	`-`
Income / (Loss) Before Income Taxes	`(4,471)`	`(5,806)`	`(6,352)`	`(5,763)`	`(4,421)`
Provision for Income Taxes	`-`	`-`	`-`	`-`	`-`
Net Income / (Loss)	`$(4,471)`	`$(5,806)`	`$(6,352)`	`$(5,763)`	`$(4,421)`

Basic and Diluted Income / (Loss) per Membership Interest	`$(2.24)`	`$(2.90)`	`$(3.18)`	`$(2.88)`	`$(2.21)`
Weighted Average Membership Interest	`2000`	`2000`	`2000`	`2000`	`2000`

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

F-14

RSE COLLECTION, LLC

Consolidated Statements of Operations

Year Ended December 31, 2019

	Series #89PS1	Series #90FM1	Series #83FB1	Series #98DV1	Series #06FS1
Operating Expenses
Storage	`$654`	`$2,479`	`$2,279`	`$2,279`	`$600`
Transportation	`1,850`	`279`	`500`	`500`	`-`
Insurance	`654`	`74`	`1,285`	`478`	`247`
Professional Fees	`1,200`	`1,200`	`1,200`	`1,200`	`419`
Marketing Expense	`-`	`-`	`-`	`-`	`-`
Total Operating Expenses	`4,358`	`4,032`	`5,264`	`4,457`	`1,266`
Operating Loss	`(4,358)`	`(4,032)`	`(5,264)`	`(4,457)`	`(1,266)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`-`
Other Income
Gain on Sale	`-`	`-`	`-`	`-`	`(34,714)`
Loss on Sale	`-`	`-`	`-`	`-`	`-`
Income / (Loss) Before Income Taxes	`(4,358)`	`(4,032)`	`(5,264)`	`(4,457)`	`33,448`
Provision for Income Taxes	`-`	`-`	`-`	`-`	`6,746`
Net Income / (Loss)	`$(4,358)`	`$(4,032)`	`$(5,264)`	`$(4,457)`	`$26,702`

Basic and Diluted Income / (Loss) per Membership Interest	`$(2.18)`	`$(2.02)`	`$(1.05)`	`$(2.23)`	`$5.34`
Weighted Average Membership Interest	`2000`	`2000`	`5000`	`2000`	`5000`

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

F-15

RSE COLLECTION, LLC

Consolidated Statements of Operations

Year Ended December 31, 2019

	Series #93XJ1	Series #02AX1	Series #99LE1	Series #91MV1	Series #92LD1
Operating Expenses
Storage	`$-`	`$2,279`	`$2,279`	`$2,279`	`$2,479`
Transportation	`-`	`-`	`500`	`500`	`278`
Insurance	`1,704`	`397`	`256`	`141`	`605`
Professional Fees	`1,200`	`1,200`	`1,200`	`1,200`	`1,200`
Marketing Expense	`-`	`-`	`-`	`-`	`675`
Total Operating Expenses	`2,904`	`3,876`	`4,235`	`4,120`	`5,237`
Operating Loss	`(2,904)`	`(3,876)`	`(4,235)`	`(4,120)`	`(5,237)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`-`
Other Income
Gain on Sale	`-`	`-`	`-`	`-`	`-`
Loss on Sale	`-`	`-`	`-`	`-`	`-`
Income / (Loss) Before Income Taxes	`(2,904)`	`(3,876)`	`(4,235)`	`(4,120)`	`(5,237)`
Provision for Income Taxes	`-`	`-`	`-`	`-`	`-`
Net Income / (Loss)	`$(2,904)`	`$(3,876)`	`$(4,235)`	`$(4,120)`	`$(5,237)`

Basic and Diluted Income / (Loss) per Membership Interest	`$(0.58)`	`$(1.94)`	`$(2.12)`	`$(2.06)`	`$(1.75)`
Weighted Average Membership Interest	`5000`	`2000`	`2000`	`2000`	`3000`

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

F-16

RSE COLLECTION, LLC

Consolidated Statements of Operations

Year Ended December 31, 2019

	Series #94DV1	Series #00FM1	Series #72MC1	Series #06FG1	Series #11BM1
Operating Expenses
Storage	`$2,479`	`$645`	`$2,377`	`$2,104`	`$1,879`
Transportation	`390`	`-`	`278`	`390`	`279`
Insurance	`212`	`77`	`445`	`1,299`	`283`
Professional Fees	`1,200`	`335`	`1,184`	`1,171`	`1,116`
Marketing Expense	`-`	`-`	`-`	`-`	`-`
Total Operating Expenses	`4,281`	`1,057`	`4,284`	`4,964`	`3,557`
Operating Loss	`(4,281)`	`(1,057)`	`(4,284)`	`(4,964)`	`(3,557)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`-`
Other Income
Gain on Sale	`-`	`(14,438)`	`-`	`-`	`-`
Loss on Sale	`-`	`-`	`-`	`-`	`-`
Income / (Loss) Before Income Taxes	`(4,281)`	`13,381`	`(4,284)`	`(4,964)`	`(3,557)`
Provision for Income Taxes	`-`	`2,711`	`-`	`-`	`-`
Net Income / (Loss)	`$(4,281)`	`$10,670`	`$(4,284)`	`$(4,964)`	`$(3,557)`

Basic and Diluted Income / (Loss) per Membership Interest	`$(2.14)`	`$5.33`	`$(2.14)`	`$(0.99)`	`$(1.78)`
Weighted Average Membership Interest	`2000`	`2000`	`2000`	`5000`	`2000`

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

F-17

RSE COLLECTION, LLC

Consolidated Statements of Operations

Year Ended December 31, 2019

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

F-17

RSE COLLECTION, LLC

Consolidated Statements of Operations

Year Ended December 31, 2019

	Series #80LC1	Series #02BZ1	Series #88BM1	Series #63CC1	Series #76PT1
Operating Expenses
Storage	`$654`	`$2,240`	`$2,103`	`$1,973`	`$1,944`
Transportation	`350`	`779`	`279`	`390`	`279`
Insurance	`2,152`	`635`	`439`	`352`	`517`
Professional Fees	`1,061`	`1,060`	`1,000`	`942`	`929`
Marketing Expense	`-`	`-`	`-`	`-`	`-`
Total Operating Expenses	`4,217`	`4,714`	`3,821`	`3,657`	`3,669`
Operating Loss	`(4,217)`	`(4,714)`	`(3,821)`	`(3,657)`	`(3,669)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`-`
Other Income
Gain on Sale	`-`	`-`	`-`	`-`	`-`
Loss on Sale	`-`	`-`	`-`	`-`	`-`
Income / (Loss) Before Income Taxes	`(4,217)`	`(4,714)`	`(3,821)`	`(3,657)`	`(3,669)`
Provision for Income Taxes	`-`	`-`	`-`	`-`	`-`
Net Income / (Loss)	`$(4,217)`	`$(4,714)`	`$(3,821)`	`$(3,657)`	`$(3,669)`

Basic and Diluted Income / (Loss) per Membership Interest	`$(0.84)`	`$(1.57)`	`$(1.27)`	`$(1.83)`	`$(1.22)`
Weighted Average Membership Interest	`5000`	`3000`	`3000`	`2000`	`3000`

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

F-18

RSE COLLECTION, LLC

Consolidated Statements of Operations

Year Ended December 31, 2019

	Series #75RA1	Series #65AG1	Series #93FS1	Series #90MM1	Series #61JE1
Operating Expenses
Storage	`$1,902`	`$1,572`	`$304`	`$304`	`$1,377`
Transportation	`390`	`500`	`-`	`-`	`224`
Insurance	`234`	`466`	`400`	`66`	`632`
Professional Fees	`887`	`847`	`826`	`813`	`813`
Marketing Expense	`-`	`-`	`-`	`-`	`-`
Total Operating Expenses	`3,413`	`3,385`	`1,530`	`1,183`	`3,048`
Operating Loss	`(3,413)`	`(3,385)`	`(1,530)`	`(1,183)`	`(3,048)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`-`
Other Income
Gain on Sale	`-`	`-`	`-`	`-`	`-`
Loss on Sale	`-`	`-`	`-`	`-`	`-`
Income / (Loss) Before Income Taxes	`(3,413)`	`(3,385)`	`(1,530)`	`(1,183)`	`(3,048)`
Provision for Income Taxes	`-`	`-`	`-`	`-`	`-`
Net Income / (Loss)	`$(3,413)`	`$(3,385)`	`$(1,530)`	`$(1,183)`	`$(3,048)`

Basic and Diluted Income / (Loss) per Membership Interest	`$(1.14)`	`$(1.69)`	`$(0.77)`	`$(0.24)`	`$(1.02)`
Weighted Average Membership Interest	`3000`	`2000`	`2000`	`5000`	`3000`

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

F-19

RSE COLLECTION, LLC

Consolidated Statements of Operations

Year Ended December 31, 2019

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

F-19

RSE COLLECTION, LLC

Consolidated Statements of Operations

Year Ended December 31, 2019

	Series #65FM1	Series #88PT1	Series #94LD1	Series #99SS1	Series #94FS1
Operating Expenses
Storage	`$2,041`	`$654`	`$479`	`$599`	`$374`
Transportation	`-`	`-`	`850`	`500`	`-`
Insurance	`130`	`142`	`826`	`153`	`156`
Professional Fees	`526`	`526`	`442`	`360`	`340`
Marketing Expense	`-`	`-`	`-`	`-`	`-`
Total Operating Expenses	`2,697`	`1,322`	`2,597`	`1,612`	`870`
Operating Loss	`(2,697)`	`(1,322)`	`(2,597)`	`(1,612)`	`(870)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`-`
Other Income
Gain on Sale	`-`	`-`	`-`	`-`	`-`
Loss on Sale	`-`	`-`	`-`	`-`	`-`
Income / (Loss) Before Income Taxes	`(2,697)`	`(1,322)`	`(2,597)`	`(1,612)`	`(870)`
Provision for Income Taxes	`-`	`-`	`-`	`-`	`-`
Net Income / (Loss)	`$(2,697)`	`$(1,322)`	`$(2,597)`	`$(1,612)`	`$(870)`

Basic and Diluted Income / (Loss) per Membership Interest	`$(1.35)`	`$(0.60)`	`$(0.52)`	`$(1.61)`	`$(0.44)`
Weighted Average Membership Interest	`2000`	`2200`	`5000`	`1000`	`2000`

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

F-20

RSE COLLECTION, LLC

Consolidated Statements of Operations

Year Ended December 31, 2019

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

F-20

RSE COLLECTION, LLC

Consolidated Statements of Operations

Year Ended December 31, 2019

	Series #61MG1	Series #92CC1	Series #89FT1	Series #80PN1	Series #89FG2	Series #88LL1	Consolidated
Operating Expenses
Storage	`$554`	`$304`	`$417`	`$273`	`$232`	`$106`	`$74,124`
Transportation	`390`	`-`	`1,000`	`-`	`-`	`1,100`	`39,049`
Insurance	`432`	`46`	`240`	`34`	`76`	`101`	`27,343`
Professional Fees	`300`	`293`	`265`	`180`	`153`	`71`	`36,060`
Marketing Expense	`-`	`-`	`-`	`-`	`-`	`-`	`10,160`
Total Operating Expenses	`1,676`	`643`	`1,922`	`487`	`461`	`1,378`	`186,736`
Operating Loss	`(1,676)`	`(643)`	`(1,922)`	`(487)`	`(461)`	`(1,378)`	`(186,736)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`-`	`-`	`411`
Other Income
Gain on Sale	`-`	`-`	`-`	`-`	`-`	`-`	`(49,152)`
Loss on Sale	`-`	`-`	`-`	`-`	`-`	`-`	`27,150`
Income / (Loss) Before Income Taxes	`(1,676)`	`(643)`	`(1,922)`	`(487)`	`(461)`	`(1,378)`	`(165,145)`
Provision for Income Taxes	`-`	`-`	`-`	`-`	`-`	`-`	`9,457`
Net Income / (Loss)	`$(1,676)`	`$(643)`	`$(1,922)`	`$(487)`	`$(461)`	`$(1,378)`	`$(174,602)`

Basic and Diluted Income / (Loss) per Membership Interest	`$(0.34)`	`$(0.32)`	`$(0.48)`	`$(0.10)`	`$(0.27)`	`$(0.69)`
Weighted Average Membership Interest	`5000`	`2000`	`4000`	`5000`	`1700`	`2000`

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

F-21

RSE COLLECTION, LLC

Consolidated Statement of Operations

Year Ended December 31, 2018

	Series #69BM1	Series #85FT1	Series #88LJ1	Series #55PS1
Operating Expenses
Storage	`$1,636`	`$1,586`	`$1,260`	`$805`
Transportation	`-`	`160`	`-`	`200`
Insurance	`837`	`1,327`	`808`	`1,975`
Maintenance	`-`	`-`	`-`	`-`
Professional Fees	`1,000`	`1,000`	`800`	`700`
Marketing Expense	`-`	`100`	`-`	`-`
Total Operating Expenses	`3,473`	`4,173`	`2,868`	`3,680`
Operating Loss	`(3,473)`	`(4,173)`	`(2,868)`	`(3,680)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`
Purchase Option Expense	`-`	`-`	`-`	`-`
Total Expenses	`3,473`	`4,173`	`2,868`	`3,680`
Net Loss	`$(3,473)`	`$(4,173)`	`$(2,868)`	`$(3,680)`

Basic and Diluted (Loss) per Membership Interest	`($1.74)`	`($2.09)`	`($1.43)`	`($1.84)`
Weighted Average Membership Interests	`2000`	`2000`	`2000`	`2000`

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

F-22

RSE COLLECTION, LLC

Consolidated Statement of Operations

Year Ended December 31, 2018

	Series #95BL1	Series #89PS1	Series #90FM1	Series #83FB1
Operating Expenses
Storage	`$776`	`$-`	`$620`	`$340`
Transportation	`-`	`-`	`-`	`-`
Insurance	`431`	`290`	`56`	`1,108`
Maintenance	`-`	`-`	`-`	`-`
Professional Fees	`561`	`500`	`500`	`383`
Marketing Expense	`-`	`-`	`-`	`-`
Total Operating Expenses	`1,768`	`790`	`1,176`	`1,831`
Operating Loss	`(1,768)`	`(790)`	`(1,176)`	`(1,831)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`
Purchase Option Expense	`-`	`-`	`-`	`-`
Total Expenses	`1,768`	`790`	`1,176`	`1,831`
Net Loss	`$(1,768)`	`$(790)`	`$(1,176)`	`$(1,831)`

Basic and Diluted (Loss) per Membership Interest	`($0.88)`	`($0.40)`	`($0.59)`	`($0.37)`
Weighted Average Membership Interests	`2000`	`2000`	`2000`	`5000`

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

F-23

RSE COLLECTION, LLC

Consolidated Statement of Operations

Year Ended December 31, 2018

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

F-23

RSE COLLECTION, LLC

Consolidated Statement of Operations

Year Ended December 31, 2018

	Series #98DV1	Series #06FS1	Series #93XJ1	Series #02AX1
Operating Expenses
Storage	`$337`	`$378`	`$-`	`$125`
Transportation	`-`	`-`	`-`	`-`
Insurance	`198`	`262`	`360`	`178`
Maintenance	`-`	`-`	`-`	`-`
Professional Fees	`264`	`239`	`180`	`100`
Marketing Expense	`-`	`-`	`-`	`-`
Total Operating Expenses	`799`	`879`	`540`	`403`
Operating Loss	`(799)`	`(879)`	`(540)`	`(403)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`
Purchase Option Expense	`-`	`-`	`-`	`-`
Total Expenses	`799`	`879`	`540`	`403`
Net Loss	`$(799)`	`$(879)`	`$(540)`	`$(403)`

Basic and Diluted (Loss) per Membership Interest	`($0.40)`	`($0.18)`	`($0.11)`	`($0.20)`
Weighted Average Membership Interests	`2000`	`5000`	`5000`	`2000`

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

F-24

RSE COLLECTION, LLC

Consolidated Statement of Operations

Year Ended December 31, 2018

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

F-24

RSE COLLECTION, LLC

Consolidated Statement of Operations

Year Ended December 31, 2018

	Series #99LE1	Series #91MV1	Series #92LD1	Series #94DV1	Consolidated
Operating Expenses
Storage	`$109`	`$97`	`$-`	`$24`	`$13,579`
Transportation	`-`	`-`	`-`	`-`	`7,720`
Insurance	`19`	`9`	`7`	`39`	`13,832`
Maintenance	`-`	`-`	`-`	`-`	`-`
Professional Fees	`87`	`77`	`16`	`16`	`7,623`
Marketing Expense	`-`	`-`	`-`	`-`	`3,711`
Total Operating Expenses	`215`	`183`	`23`	`79`	`46,465`
Operating Loss	`(215)`	`(183)`	`(23)`	`(79)`	`(46,465)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`10,745`
Purchase Option Expense	`-`	`-`	`-`	`-`	`7,444`
Total Expenses	`215`	`183`	`23`	`79`	`64,654`
Net Loss	`$(215)`	`$(183)`	`$(23)`	`$(79)`	`$(64,654)`

Basic and Diluted (Loss) per Membership Interest	`($0.11)`	`($0.09)`	`($0.01)`	`($0.04)`
Weighted Average Membership Interests	`2000`	`2000`	`3000`	`2000`

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

F-25

RSE COLLECTION, LLC

Consolidated Statement of Operations

Year Ended December 31, 2018

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

F-25

RSE COLLECTION, LLC

Consolidated Statements of Members’ Equity / (Deficit)

Year Ended December 31, 2019

	Series #69BM1	Series #85FT1	Series #88LJ1	Series #55PS1	Series #95BL1
Balance January 1, 2018	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`111,236`	`163,883`	`133,508`	`422,132`	`116,742`
Capital Contribution	`3,444`	`16,518`	`2,953`	`7,320`	`2,287`
Distribution to RSE Collection	`(821)`	`(401)`	`(1,126)`	`(14,889)`	`(1,645)`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Net loss	`(3,473)`	`(4,173)`	`(2,868)`	`(3,678)`	`(1,768)`
Balance December 31, 2018	`$110,386`	`$175,827`	`$132,467`	`$410,885`	`$115,615`
Distribution	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`-`	`-`	`-`	`-`	`-`
Capital Contribution	`4,125`	`5,456`	`5,908`	`5,383`	`3,963`
Distribution to RSE Collection	`-`	`-`	`-`	`-`	`-`
Net income/ (loss)	`(4,471)`	`(5,806)`	`(6,352)`	`(5,763)`	`(4,421)`
Balance December 31, 2019	`$110,040`	`$175,477`	`$132,023`	`$410,505`	`$115,157`

	Series #89PS1	Series #90FM1	Series #83FB1	Series #98DV1	Series #06FS1
Balance January 1, 2018	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`161,521`	`15,446`	`335,691`	`125,757`	`195,271`
Capital Contribution	`891`	`1,188`	`2,038`	`876`	`997`
Distribution to RSE Collection	`(250)`	`(175)`	`(400)`	`(713)`	`-`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Net loss	`(790)`	`(1,176)`	`(1,831)`	`(799)`	`(879)`
Balance December 31, 2018	`$161,372`	`$15,283`	`$335,498`	`$125,121`	`$195,389`
Distribution	`-`	`-`	`-`	`-`	`(230,000)`
Membership Contributions	`-`	`-`	`-`	`-`	`-`
Capital Contribution	`4,084`	`3,732`	`4,850`	`4,002`	`7,909`
Distribution to RSE Collection	`-`	`-`	`-`	`-`	`-`
Net income/ (loss)	`(4,358)`	`(4,032)`	`(5,264)`	`(4,457)`	`26,702`
Balance December 31, 2019	`$161,098`	`$14,983`	`$335,084`	`$124,666`	`$-`

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

F-26

RSE COLLECTION, LLC

Consolidated Statements of Members’ Equity / (Deficit)

Year Ended December 31, 2019

	Series #93XJ1	Series #02AX1	Series #99LE1	Series #91MV1	Series #92LD1
Balance January 1, 2018	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`487,801`	`104,452`	`66,699`	`36,621`	`160,430`
Capital Contribution	`8,206`	`467`	`250`	`202`	`109`
Distribution to RSE Collection	`(5,103)`	`(681)`	`(443)`	`(200)`	`-`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Net loss	`(539)`	`(403)`	`(215)`	`(183)`	`(23)`
Balance December 31, 2018	`$490,365`	`$103,835`	`$66,291`	`$36,440`	`$160,516`
Distribution	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`-`	`-`	`-`	`-`	`-`
Capital Contribution	`3,109`	`3,417`	`3,771`	`3,649`	`4,289`
Distribution to RSE Collection	`-`	`-`	`-`	`-`	`-`
Net income/ (loss)	`(2,904)`	`(3,876)`	`(4,235)`	`(4,120)`	`(5,237)`
Balance December 31, 2019	`$490,570`	`$103,376`	`$65,827`	`$35,969`	`$159,568`

	Series #94DV1	Series #00FM1	Series #72MC1	Series #06FG1	Series #11BM1
Balance January 1, 2018	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`54,771`	`-`	`-`	`-`	`-`
Capital Contribution	`40`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`-`	`-`	`-`	`-`	`-`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Net loss	`(79)`	`-`	`-`	`-`	`-`
Balance December 31, 2018	`$54,732`	`$-`	`$-`	`$-`	`$-`
Distribution	`-`	`(58,240)`	`-`	`-`	`-`
Membership Contributions	`-`	`47,774`	`120,551`	`312,086`	`82,286`
Capital Contribution	`4,036`	`8`	`3,977`	`4,772`	`3,253`
Distribution to RSE Collection	`-`	`(212)`	`-`	`(300)`	`(500)`
Net income/ (loss)	`(4,281)`	`10,670`	`(4,284)`	`(4,964)`	`(3,557)`
Balance December 31, 2019	`$54,487`	`$-`	`$120,244`	`$311,594`	`$81,482`

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

F-27

RSE COLLECTION, LLC

Consolidated Statements of Members’ Equity / (Deficit)

Year Ended December 31, 2019

	Series #80LC1	Series #02BZ1	Series #88BM1	Series #63CC1	Series #76PT1
Balance January 1, 2018	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`-`	`-`	`-`	`-`	`-`
Capital Contribution	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`-`	`-`	`-`	`-`	`-`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Net loss	`-`	`-`	`-`	`-`	`-`
Balance December 31, 2018	`$-`	`$-`	`$-`	`$-`	`$-`
Distribution	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`616,716`	`189,601`	`138,765`	`122,586`	`185,301`
Capital Contribution	`4,409`	`4,551`	`3,620`	`3,442`	`3,376`
Distribution to RSE Collection	`(774)`	`(300)`	`(300)`	`(300)`	`(500)`
Net income/ (loss)	`(4,217)`	`(4,714)`	`(3,821)`	`(3,657)`	`(3,669)`
Balance December 31, 2019	`$616,134`	`$189,138`	`$138,264`	`$122,071`	`$184,508`

	Series #75RA1	Series #65AG1	Series #93FS1	Series #90MM1	Series #61JE1
Balance January 1, 2018	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`-`	`-`	`-`	`-`	`-`
Capital Contribution	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`-`	`-`	`-`	`-`	`-`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Net loss	`-`	`-`	`-`	`-`	`-`
Balance December 31, 2018	`$-`	`$-`	`$-`	`$-`	`$-`
Distribution	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`79,052`	`173,986`	`134,186`	`24,986`	`238,636`
Capital Contribution	`3,086`	`2,917`	`1,210`	`872`	`2,737`
Distribution to RSE Collection	`(500)`	`-`	`-`	`-`	`(350)`
Net income/ (loss)	`(3,413)`	`(3,385)`	`(1,530)`	`(1,183)`	`(3,048)`
Balance December 31, 2019	`$78,225`	`$173,518`	`$133,866`	`$24,675`	`$237,975`

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

F-28

RSE COLLECTION, LLC

Consolidated Statements of Members’ Equity / (Deficit)

Year Ended December 31, 2019

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

F-28

RSE COLLECTION, LLC

Consolidated Statements of Members’ Equity / (Deficit)

Year Ended December 31, 2019

	Series #65FM1	Series #88PT1	Series #94LD1	Series #99SS1	Series #94FS1
Balance January 1, 2018	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`-`	`-`	`-`	`-`	`-`
Capital Contribution	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`-`	`-`	`-`	`-`	`-`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Net loss	`-`	`-`	`-`	`-`	`-`
Balance December 31, 2018	`$-`	`$-`	`$-`	`$-`	`$-`
Distribution	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`79,297`	`65,005`	`577,286`	`133,279`	`141,794`
Capital Contribution	`2,403`	`3,213`	`2,319`	`1,150`	`604`
Distribution to RSE Collection	`(1,000)`	`-`	`(500)`	`(988)`	`(350)`
Net income/ (loss)	`(2,697)`	`(1,322)`	`(2,597)`	`(1,612)`	`(870)`
Balance December 31, 2019	`$78,003`	`$66,896`	`$576,508`	`$131,829`	`$141,178`

	Series #61MG1	Series #92CC1	Series #89FT1	Series #80PN1	Series #89FG2	Series #88LL1	Consolidated
Balance January 1, 2018	`-`	`-`	`-`	`-`	`-`	`-`	`59,814`
Membership Contributions	`-`	`-`	`-`	`-`	`-`	`-`	`2,691,960`
Capital Contribution	`-`	`-`	`-`	`-`	`-`	`-`	`96,659`
Distribution to RSE Collection	`-`	`-`	`-`	`-`	`-`	`-`	`-`
Distribution to Series	`-`	`-`	`-`	`-`	`-`	`-`	`-`
Net loss	`-`	`-`	`-`	`-`	`-`	`-`	`(64,654)`
Balance December 31, 2018	`$-`	`$-`	`$-`	`$-`	`$-`	`$-`	`$2,783,778`
Distribution	`-`	`-`	`-`	`-`	`-`	`-`	`(288,240)`
Membership Contributions	`330,287`	`48,600`	`176,850`	`47,020`	`123,550`	`283,775`	`4,473,256`
Capital Contribution	`1,288`	`351`	`1,829`	`4,242`	`236`	`1,349`	`179,830`
Distribution to RSE Collection	`(500)`	`-`	`(400)`	`-`	`(700)`	`(475)`	`-`
Net income/ (loss)	`(1,676)`	`(643)`	`(1,922)`	`(487)`	`(461)`	`(1,378)`	`(174,602)`
Balance December 31, 2019	`$329,399`	`$48,308`	`$176,357`	`$50,775`	`$122,625`	`$283,271`	`$6,974,022`

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

F-29

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2019

	Series #69BM1	Series #85FT1	Series #88LJ1	Series #55PS1	Series #95BL1
Cash Flows from Operating Activities:
Net (Loss) / Income	`$(4,471)`	`$(5,806)`	`$(6,352)`	`$(5,763)`	`$(4,421)`
Adjustments to reconcile net income / (loss) to net cash provided by operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`4,125`	`5,456`	`5,908`	`5,383`	`3,963`
(Gain) / Loss on Sale of Assets	`-`	`-`	`-`	`-`	`-`
Prepaid Insurance	`(33)`	`(29)`	`(35)`	`(99)`	`(21)`
Due to the Manager for Insurance	`-`	`-`	`-`	`-`	`-`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`
Accounts Payable	`379`	`379`	`479`	`479`	`479`
Net cash used in operating activities	`-`	`-`	`-`	`-`	`-`

Cash flow from investing activities:
Deposits on classic automobiles	`-`	`-`	`-`	`-`	`-`
Repayment of investments in classic automobiles upon Offering close	`-`	`-`	`-`	`-`	`-`
Investment in classic automobiles	`-`	`-`	`-`	`(286)`	`-`
Proceeds from Sale of Assets	`-`	`-`	`-`	`-`	`-`
Net cash used in investing activities	`-`	`-`	`-`	`(286)`	`-`

Cash flow from financing activities:
Proceeds from sale of membership interests	`-`	`-`	`-`	`-`	`-`
Due to the manager and other affiliates	`-`	`-`	`-`	`-`	`-`
Contribution from Series to RSE Collection	`-`	`-`	`-`	`-`	`-`
Contribution by Manager and Company to pay closing expenses	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`-`	`-`	`-`	`-`	`-`
Distribution of Gain on sale of assets to Shareholders	`-`	`-`	`-`	`-`	`-`
Net cash used in financing activities	`-`	`-`	`-`	`-`	`-`

Net change in cash	`-`	`-`	`-`	`(286)`	`-`
Cash beginning of year	`4,149`	`-`	`-`	`2,500`	`1,000`
Cash end of year	`$4,149`	`$-`	`$-`	`$2,214`	`$1,000`
Supplemental Cash Flow Information:
Membership Interests issued to Asset Seller as consideration	`-`	`-`	`-`	`-`	`-`

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

F-30

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2019

	Series #89PS1	Series #90FM1	Series #83FB1	Series #98DV1	Series #06FS1
Cash Flows from Operating Activities:
Net (Loss) / Income	`$(4,358)`	`$(4,032)`	`$(5,264)`	`$(4,457)`	`$26,702`
Adjustments to reconcile net income / (loss) to net cash provided by operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`4,084`	`3,732`	`4,850`	`4,002`	`7,909`
(Gain) / Loss on Sale of Assets	`-`	`-`	`-`	`-`	`(34,714)`
Prepaid Insurance	`(30)`	`(4)`	`(65)`	`(24)`	`118`
Due to the Manager for Insurance	`-`	`-`	`-`	`-`	`-`
Income Taxes Payable	`-`	`-`	`-`	`-`	`6,746`
Accounts Payable	`304`	`304`	`479`	`479`	`-`
Net cash used in operating activities	`-`	`-`	`-`	`-`	`6,761`

Cash flow from investing activities:
Deposits on classic automobiles	`-`	`-`	`-`	`-`	`-`
Repayment of investments in classic automobiles upon Offering close	`-`	`-`	`-`	`-`	`-`
Investment in classic automobiles	`-`	`(286)`	`(286)`	`-`	`(286)`
Proceeds from Sale of Assets	`-`	`-`	`-`	`-`	`227,500`
Net cash used in investing activities	`-`	`(286)`	`(286)`	`-`	`227,214`

Cash flow from financing activities:
Proceeds from sale of membership interests	`-`	`-`	`-`	`-`	`-`
Due to the manager and other affiliates	`-`	`-`	`-`	`-`	`2,406`
Contribution from Series to RSE Collection	`-`	`-`	`-`	`-`	`-`
Contribution by Manager and Company to pay closing expenses	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`-`	`-`	`-`	`-`	`-`
Distribution of Gain on sale of assets to Shareholders	`-`	`-`	`-`	`-`	`(230,000)`
Net cash used in financing activities	`-`	`-`	`-`	`-`	`(227,594)`

Net change in cash	`-`	`(286)`	`(286)`	`-`	`6,381`
Cash beginning of year	`1,271`	`771`	`2,771`	`2,500`	`2,771`
Cash end of year	`$1,271`	`$485`	`$2,485`	`$2,500`	`$9,152`
Supplemental Cash Flow Information:
Membership Interests issued to Asset Seller as consideration	`-`	`-`	`-`	`-`	`-`

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

F-31

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2019

	Series #93XJ1	Series #02AX1	Series #99LE1	Series #91MV1	Series #92LD1
Cash Flows from Operating Activities:
Net (Loss) / Income	`$(2,904)`	`$(3,876)`	`$(4,235)`	`$(4,120)`	`$(5,237)`
Adjustments to reconcile net income / (loss) to net cash provided by operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`3,109`	`3,417`	`3,771`	`3,649`	`4,289`
(Gain) / Loss on Sale of Assets	`-`	`-`	`-`	`-`	`-`
Prepaid Insurance	`(205)`	`(20)`	`(15)`	`(8)`	`(31)`
Due to the Manager for Insurance	`-`	`-`	`-`	`-`	`-`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`
Accounts Payable	`-`	`479`	`479`	`479`	`304`
Net cash used in operating activities	`-`	`-`	`-`	`-`	`(675)`

Cash flow from investing activities:
Deposits on classic automobiles	`-`	`-`	`-`	`-`	`-`
Repayment of investments in classic automobiles upon Offering close	`-`	`-`	`-`	`-`	`-`
Investment in classic automobiles	`(286)`	`(286)`	`(286)`	`(287)`	`(243)`
Proceeds from Sale of Assets	`-`	`-`	`-`	`-`	`-`
Net cash used in investing activities	`(286)`	`(286)`	`(286)`	`(287)`	`(243)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`-`	`-`	`-`	`-`	`-`
Due to the manager and other affiliates	`-`	`-`	`-`	`-`	`-`
Contribution from Series to RSE Collection	`-`	`-`	`-`	`-`	`-`
Contribution by Manager and Company to pay closing expenses	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`-`	`-`	`-`	`-`	`-`
Distribution of Gain on sale of assets to Shareholders	`-`	`-`	`-`	`-`	`-`
Net cash used in financing activities	`-`	`-`	`-`	`-`	`-`

Net change in cash	`(286)`	`(286)`	`(286)`	`(287)`	`(918)`
Cash beginning of year	`1,771`	`2,271`	`2,271`	`1,271`	`2,771`
Cash end of year	`$1,485`	`$1,985`	`$1,985`	`$984`	`$1,853`
Supplemental Cash Flow Information:
Membership Interests issued to Asset Seller as consideration	`-`	`-`	`-`	`-`	`-`

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

F-32

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2019

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

F-32

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2019

	Series #94DV1	Series #00FM1	Series #72MC1	Series #06FG1	Series #11BM1
Cash Flows from Operating Activities:
Net (Loss) / Income	`$(4,281)`	`$10,670`	`$(4,284)`	`$(4,964)`	`$(3,557)`
Adjustments to reconcile net income / (loss) to net cash provided by operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`4,036`	`8`	`3,977`	`4,772`	`3,253`
(Gain) / Loss on Sale of Assets	`-`	`(14,438)`	`-`	`-`	`-`
Prepaid Insurance	`(58)`	`-`	`-`	`(112)`	`-`
Due to the Manager for Insurance	`-`	`-`	`3`	`-`	`-`
Income Taxes Payable	`-`	`2,711`	`-`	`-`	`-`
Accounts Payable	`304`	`-`	`304`	`304`	`304`
Net cash used in operating activities	`-`	`(1,049)`	`-`	`-`	`-`

Cash flow from investing activities:
Deposits on classic automobiles	`-`	`-`	`-`	`-`	`-`
Repayment of investments in classic automobiles upon Offering close	`-`	`-`	`-`	`-`	`-`
Investment in classic automobiles	`(287)`	`(45,562)`	`(65,762)`	`(309,286)`	`(79,786)`
Proceeds from Sale of Assets	`-`	`60,000`	`-`	`-`	`-`
Net cash used in investing activities	`(287)`	`14,438`	`(65,762)`	`(309,286)`	`(79,786)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`-`	`47,774`	`70,751`	`312,086`	`82,286`
Due to the manager and other affiliates	`-`	`1,049`	`-`	`-`	`-`
Contribution from Series to RSE Collection	`-`	`-`	`-`	`-`	`-`
Contribution by Manager and Company to pay closing expenses	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`-`	`(212)`	`-`	`(300)`	`(500)`
Distribution of Gain on sale of assets to Shareholders	`-`	`(58,240)`	`-`	`-`	`-`
Net cash used in financing activities	`-`	`(9,629)`	`70,751`	`311,786`	`81,786`

Net change in cash	`(287)`	`3,760`	`4,989`	`2,500`	`2,000`
Cash beginning of year	`2,271`	`-`	`-`	`-`	`-`
Cash end of year	`$1,984`	`$3,760`	`$4,989`	`$2,500`	`$2,000`
Supplemental Cash Flow Information:
Membership Interests issued to Asset Seller as consideration	`-`	`-`	`$49,800`	`-`	`-`

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

F-33

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2019

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

F-33

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2019

	Series #80LC1	Series #02BZ1	Series #88BM1	Series #63CC1	Series #76PT1
Cash Flows from Operating Activities:
Net (Loss) / Income	`$(4,217)`	`$(4,714)`	`$(3,821)`	`$(3,657)`	`$(3,669)`
Adjustments to reconcile net income / (loss) to net cash provided by operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`4,409`	`4,551`	`3,620`	`3,442`	`3,376`
(Gain) / Loss on Sale of Assets	`-`	`-`	`-`	`-`	`-`
Prepaid Insurance	`(496)`	`(141)`	`(103)`	`(89)`	`(11)`
Due to the Manager for Insurance	`-`	`-`	`-`	`-`	`-`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`
Accounts Payable	`304`	`304`	`304`	`304`	`304`
Net cash used in operating activities	`-`	`-`	`-`	`-`	`-`

Cash flow from investing activities:
Deposits on classic automobiles	`-`	`-`	`-`	`-`	`-`
Repayment of investments in classic automobiles upon Offering close	`-`	`-`	`-`	`-`	`-`
Investment in classic automobiles	`(564,814)`	`(186,301)`	`(136,465)`	`(120,286)`	`(182,802)`
Proceeds from Sale of Assets	`-`	`-`	`-`	`-`	`-`
Net cash used in investing activities	`(564,814)`	`(186,301)`	`(136,465)`	`(120,286)`	`(182,802)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`569,091`	`189,601`	`138,765`	`122,586`	`185,301`
Due to the manager and other affiliates	`-`	`-`	`-`	`-`	`-`
Contribution from Series to RSE Collection	`-`	`-`	`-`	`-`	`-`
Contribution by Manager and Company to pay closing expenses	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`(774)`	`(300)`	`(300)`	`(300)`	`(500)`
Distribution of Gain on sale of assets to Shareholders	`-`	`-`	`-`	`-`	`-`
Net cash used in financing activities	`568,318`	`189,301`	`138,465`	`122,286`	`184,801`

Net change in cash	`3,504`	`3,000`	`2,000`	`1,999`	`1,999`
Cash beginning of year	`-`	`-`	`-`	`-`	`-`
Cash end of year	`$3,504`	`$3,000`	`$2,000`	`$1,999`	`$1,999`
Supplemental Cash Flow Information:
Membership Interests issued to Asset Seller as consideration	`$47,625`	`-`	`-`	`-`	`-`

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

F-34

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2019

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

F-34

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2019

	Series #75RA1	Series #65AG1	Series #93FS1	Series #90MM1	Series #61JE1
Cash Flows from Operating Activities:
Net (Loss) / Income	`$(3,413)`	`$(3,385)`	`$(1,530)`	`$(1,183)`	`$(3,048)`
Adjustments to reconcile net income / (loss) to net cash provided by operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`3,086`	`2,917`	`1,210`	`872`	`2,737`
(Gain) / Loss on Sale of Assets	`-`	`-`	`-`	`-`	`-`
Prepaid Insurance	`-`	`(11)`	`-`	`-`	`-`
Due to the Manager for Insurance	`23`	`-`	`17`	`7`	`7`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`
Accounts Payable	`304`	`479`	`304`	`304`	`304`
Net cash used in operating activities	`-`	`-`	`-`	`-`	`-`

Cash flow from investing activities:
Deposits on classic automobiles	`-`	`-`	`-`	`-`	`-`
Repayment of investments in classic automobiles upon Offering close	`-`	`-`	`-`	`-`	`-`
Investment in classic automobiles	`(75,903)`	`(170,286)`	`(131,136)`	`(23,187)`	`(235,388)`
Proceeds from Sale of Assets	`-`	`-`	`-`	`-`	`-`
Net cash used in investing activities	`(75,903)`	`(170,286)`	`(131,136)`	`(23,187)`	`(235,388)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`79,052`	`173,986`	`134,186`	`24,986`	`238,636`
Due to the manager and other affiliates	`-`	`-`	`-`	`-`	`-`
Contribution from Series to RSE Collection	`-`	`-`	`-`	`-`	`-`
Contribution by Manager and Company to pay closing expenses	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`(500)`	`-`	`-`	`-`	`(350)`
Distribution of Gain on sale of assets to Shareholders	`-`	`-`	`-`	`-`	`-`
Net cash used in financing activities	`78,552`	`173,986`	`134,186`	`24,986`	`238,286`

Net change in cash	`2,649`	`3,700`	`3,050`	`1,799`	`2,898`
Cash beginning of year	`-`	`-`	`-`	`-`	`-`
Cash end of year	`$2,649`	`$3,700`	`$3,050`	`$1,799`	`$2,898`
Supplemental Cash Flow Information:
Membership Interests issued to Asset Seller as consideration	`-`	`-`	`-`	`-`	`-`

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

F-35

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2019

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

F-35

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2019

	Series #65FM1	Series #88PT1	Series #94LD1	Series #99SS1	Series #94FS1
Cash Flows from Operating Activities:
Net (Loss) / Income	`$(2,697)`	`$(1,322)`	`$(2,597)`	`$(1,612)`	`$(870)`
Adjustments to reconcile net income / (loss) to net cash provided by operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`2,403`	`999`	`2,319`	`1,150`	`604`
(Gain) / Loss on Sale of Assets	`-`	`-`	`-`	`-`	`-`
Prepaid Insurance	`(10)`	`-`	`(201)`	`(17)`	`(38)`
Due to the Manager for Insurance	`-`	`19`	`-`	`-`	`-`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`
Accounts Payable	`304`	`304`	`479`	`479`	`304`
Net cash used in operating activities	`-`	`-`	`-`	`-`	`-`

Cash flow from investing activities:
Deposits on classic automobiles	`-`	`-`	`-`	`-`	`-`
Repayment of investments in classic automobiles upon Offering close	`-`	`-`	`-`	`-`	`-`
Investment in classic automobiles	`(75,997)`	`(62,780)`	`(572,236)`	`(129,227)`	`(138,482)`
Proceeds from Sale of Assets	`-`	`-`	`-`	`-`	`-`
Net cash used in investing activities	`(75,997)`	`(62,780)`	`(572,236)`	`(129,227)`	`(138,482)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`79,297`	`65,005`	`577,286`	`133,279`	`141,794`
Due to the manager and other affiliates	`-`	`-`	`-`	`-`	`-`
Contribution from Series to RSE Collection	`-`	`-`	`-`	`-`	`-`
Contribution by Manager and Company to pay closing expenses	`-`	`2,214`	`-`	`-`	`-`
Distribution to RSE Collection	`(1,000)`	`-`	`(500)`	`(988)`	`(350)`
Distribution of Gain on sale of assets to Shareholders	`-`	`-`	`-`	`-`	`-`
Net cash used in financing activities	`78,297`	`67,219`	`576,786`	`132,291`	`141,444`

Net change in cash	`2,300`	`4,439`	`4,550`	`3,064`	`2,962`
Cash beginning of year	`-`	`-`	`-`	`-`	`-`
Cash end of year	`$2,300`	`$4,439`	`$4,550`	`$3,064`	`$2,962`
Supplemental Cash Flow Information:
Membership Interests issued to Asset Seller as consideration	`-`	`-`	`-`	`-`	`-`

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

F-36

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2019

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

F-36

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2019

	Series #61MG1	Series #92CC1	Series #89FT1	Series #80PN1	Series #89FG2	Series #88LL1	Consolidated
Cash Flows from Operating Activities:
Net (Loss) / Income	`$(1,676)`	`$(643)`	`$(1,922)`	`$(487)`	`$(461)`	`$(1,378)`	`$(174,602)`
Adjustments to reconcile net income / (loss) to net cash provided by operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`1,288`	`351`	`1,429`	`212`	`236`	`1,349`	`146,030`
(Gain) / Loss on Sale of Assets	`-`	`-`	`-`	`-`	`-`	`-`	`(22,002)`
Prepaid Insurance	`-`	`(12)`	`-`	`-`	`(7)`	`(77)`	`(2,598)`
Due to the Manager for Insurance	`84`	`-`	`76`	`2`	`-`	`-`	`423`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`	`-`	`9,457`
Accounts Payable	`304`	`304`	`417`	`273`	`232`	`106`	`16,452`
Net cash used in operating activities	`-`	`-`	`-`	`-`	`-`	`-`	`(26,840)`

Cash flow from investing activities:
Deposits on classic automobiles	`-`	`-`	`-`	`-`	`-`	`-`	`120,432`
Repayment of investments in classic automobiles upon Offering close	`-`	`-`	`-`	`-`	`-`	`-`	`-`
Investment in classic automobiles	`(325,590)`	`(46,188)`	`(175,136)`	`(47,388)`	`(119,562)`	`(277,511)`	`(3,039,129)`
Proceeds from Sale of Assets	`-`	`-`	`-`	`-`	`-`	`-`	`397,500`
Net cash used in investing activities	`(325,590)`	`(46,188)`	`(175,136)`	`(47,388)`	`(119,562)`	`(277,511)`	`(2,521,197)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`330,287`	`48,600`	`176,850`	`47,020`	`123,550`	`283,775`	`4,375,831`
Due to the manager and other affiliates	`-`	`-`	`-`	`-`	`-`	`-`	`(1,378,451)`
Contribution from Series to RSE Collection	`-`	`-`	`-`	`-`	`-`	`-`	`-`
Contribution by Manager and Company to pay closing expenses	`-`	`-`	`400`	`4,030`	`-`	`-`	`6,644`
Distribution to RSE Collection	`(500)`	`-`	`(400)`	`-`	`(700)`	`(475)`	`-`
Distribution of Gain on sale of assets to Shareholders	`-`	`-`	`-`	`-`	`-`	`-`	`(398,240)`
Net cash used in financing activities	`329,787`	`48,600`	`176,850`	`51,050`	`122,850`	`283,300`	`2,605,784`

Net change in cash	`4,197`	`2,412`	`1,714`	`3,662`	`3,288`	`5,789`	`57,747`
Cash beginning of year	`-`	`-`	`-`	`-`	`-`	`-`	`56,787`
Cash end of year	`$4,197`	`$2,412`	`$1,714`	`$3,662`	`$3,288`	`$5,789`	`$114,534`
Supplemental Cash Flow Information:
Membership Interests issued to Asset Seller as consideration	`-`	`-`	`-`	`-`	`-`	`-`	`$97,425`
Non-cash Financing Activities:
Capital Contribution of certain amounts due to manager							`$27,150`

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

F-37

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2019

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

F-37

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2018

	Series #69BM1	Series #85FT1	Series #88LJ1	Series #55PS1
Cash Flows from Operating Activities:
Net Loss	`$(3,473)`	`$(4,173)`	`$(2,868)`	`$(3,680)`
Adjustments to reconcile net income / (loss) to net cash provided by operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`3,444`	`4,174`	`2,953`	`3,963`
(Gain) / Loss on Sale of Assets	`-`	`-`	`-`	`-`
Prepaid Insurance	`(71)`	`(101)`	`(85)`	`(283)`
Insurance Payable	`-`	`-`	`-`	`-`
Income Tax Payable	`-`	`-`	`-`	`-`
Accounts Payable	`100`	`100`	`-`	`-`
Accrual of Interest	`-`	`-`	`-`	`-`
Net cash used in operating activities	`-`	`-`	`-`	`-`
	`-`	`-`	`-`	`-`
Cash flow from investing activities:
Deposits on classic automobiles	`-`	`-`	`-`	`-`
Repayment of investments in classic automobiles upon Offering close	`-`	`-`	`-`	`-`
Investment in classic automobiles	`(106,266)`	`(175,826)`	`(132,382)`	`(408,100)`
Proceeds from Sale of Assets	`-`	`-`	`-`	`-`
Cash used in investing activities	`(106,266)`	`(175,826)`	`(132,382)`	`(408,100)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`111,236`	`163,883`	`133,508`	`422,132`
Due to the manager and other affiliates	`-`	`-`	`-`	`-`
Distribution to Series	`-`	`-`	`-`	`-`
Contribution from Series to RSE Collection	`-`	`-`	`-`	`-`
Contribution by Manager and Company to pay closing expenses	`-`	`12,344`	`-`	`3,357`
Contribution by Manager for operating expense	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`(821)`	`(401)`	`(1,126)`	`(14,889)`
Proceeds from Loans	`-`	`-`	`-`	`-`
Repayment of Loans	`-`	`-`	`-`	`-`
Distribution of Gain on Sale of assets to Shareholders	`-`	`-`	`-`	`-`
Cash provided by financing activities	`110,415`	`175,826`	`132,382`	`410,600`

Net change in cash	`4,149`			`2,500`
Cash beginning of year in 2018	`-`	`-`	`-`	`-`
Cash end of year in 2018	`$4,149`	`$-`	`$-`	`$2,500`
Supplemental Cash Flow Information:
Membership Interests issued to Asset Seller as consideration	`-`			`-`

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

F-38

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2018

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

F-38

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2018

		(Restated)	(Restated)
	Series #95BL1	Series #89PS1	Series #90FM1	Series #83FB1
Cash Flows from Operating Activities:
Net Loss	`$(1,768)`	`$(790)`	`$(1,176)`	`$(1,831)`
Adjustments to reconcile net income / (loss) to net cash provided by operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`1,842`	`891`	`1,188`	`2,038`
(Gain) / Loss on Sale of Assets	`-`	`-`	`-`	`-`
Prepaid Insurance	`(74)`	`(101)`	`(12)`	`(207)`
Insurance Payable	`-`	`-`	-	`-`
Income Tax Payable	`-`	`-`	`-`	`-`
Accounts Payable	`-`	`-`	`-`	`-`
Accrual of Interest	`-`	`-`	`-`	`-`
Net cash used in operating activities	`-`	`-`	`-`	`-`

Cash flow from investing activities:
Deposits on classic automobiles	`-`	`-`	`-`	`-`
Repayment of investments in classic automobiles upon Offering close	`-`	`-`	`-`	`-`
Investment in classic automobiles	`(114,541)`	`(61,000)`	`(10,375)`	`(332,520)`
Proceeds from Sale of Assets	`-`	`-`	`-`	`-`
Cash used in investing activities	`(114,541)`	`(61,000)`	`(10,375)`	`(332,520)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`116,741`	`62,521`	`11,321`	`335,691`
Due to the manager and other affiliates	`-`	`-`	`-`	`-`
Distribution to Series	`-`	`-`	`-`	`-`
Contribution from Series to RSE Collection	`-`	`-`	`-`	`-`
Contribution by Manager and Company to pay closing expenses	`445`	`-`	`-`	`-`
Contribution by Manager for operating expense	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`(1,645)`	`(250)`	`(175)`	`(400)`
Proceeds from Loans	`-`	`-`	`-`	`-`
Repayment of Loans	`-`	`-`	`-`	`-`
Distribution of Gain on Sale of assets to Shareholders	`-`	`-`	`-`	`-`
Cash provided by financing activities	`115,541`	`62,271`	`11,146`	`335,291`

Net change in cash	`1,000`	`1,271`	`771`	`2,771`
Cash beginning of year in 2018	`-`	`-`	`-`	`-`
Cash end of year in 2018	`$1,000`	`$1,271`	`$771`	`$2,771`
Supplemental Cash Flow Information:
Membership Interests issued to Asset Seller as consideration	`-`	`$99,000`	`$4,125`	`-`

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

F-39

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2018

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

F-39

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2018

	Series #98DV1	Series #06FS1	Series #93XJ1	Series #02AX1
Cash Flows from Operating Activities:
Net Loss	`$(799)`	`$(879)`	`$(540)`	`$(403)`
Adjustments to reconcile net income / (loss) to net cash provided by operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`876`	`997`	`833`	`467`
(Gain) / Loss on Sale of Assets	`-`	`-`	`-`	`-`
Prepaid Insurance	`(77)`	`(118)`	`(293)`	`(64)`
Insurance Payable	`-`	`-`	`-`	`-`
Income Tax Payable	`-`	`-`	`-`	`-`
Accounts Payable	`-`	`-`	`-`	`-`
Accrual of Interest	`-`	`-`	`-`	`-`
Net cash used in operating activities	`-`	`-`	`-`	`-`

Cash flow from investing activities:
Deposits on classic automobiles	`-`	`-`	`-`	`-`
Repayment of investments in classic automobiles upon Offering close	`-`	`-`	`-`	`-`
Investment in classic automobiles	`(122,544)`	`(192,500)`	`(488,300)`	`(101,500)`
Proceeds from Sale of Assets	`-`	`-`	`-`	`-`
Cash used in investing activities	`(122,544)`	`(192,500)`	`(488,300)`	`(101,500)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`125,757`	`195,271`	`487,801`	`104,452`
Due to the manager and other affiliates	`-`	`-`	`-`	`-`
Distribution to Series	`-`	`-`	`-`	`-`
Contribution from Series to RSE Collection	`-`	`-`	`-`	`-`
Contribution by Manager and Company to pay closing expenses	`-`	`-`	`7,373`	`-`
Contribution by Manager for operating expense	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`(713)`	`-`	`(5,103)`	`(681)`
Proceeds from Loans	`-`	`-`	`-`	`-`
Repayment of Loans	`-`	`-`	`-`	`-`
Distribution of Gain on Sale of assets to Shareholders	`-`	`-`	`-`	`-`
Cash provided by financing activities	`125,044`	`195,271`	`490,071`	`103,771`

Net change in cash	`2,500`	`2,771`	`1,771`	`2,271`
Cash beginning of year in 2018	`-`	`-`	`-`	`-`
Cash end of year in 2018	`$2,500`	`$2,771`	`$1,771`	`$2,271`
Supplemental Cash Flow Information:
Membership Interests issued to Asset Seller as consideration	`-`	`-`	`-`	`-`

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

F-40

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2018

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

F-40

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2018

					(Restated)
	Series#99LE1	Series#91MV1	Series#92LD1	Series#94DV1	Consolidated
Cash Flows from Operating Activities:
Net Loss	$ (215)	$ (183)	$ (23)	$ (79)	$ (64,654)
Adjustments to reconcile net income / (loss) to net cash provided by operating activities
Expenses Paid by Manager and Contributed to the Company / Series	249	202	109	40	61,837
(Gain) / Loss on Sale of Assets	-	-	-	-	-
Prepaid Insurance	(34)	(19)	(86)	-	(1,811)
Insurance Payable	-	-	-	39	912
Income Tax Payable	-	-	-	-	(400)
Accounts Payable	-	-	-	-	300
Accrual of Interest	-	-	-	-	(2,561)
Net cash used in operating activities	-	-	-	-	(6,377)

Cash flow from investing activities:
Deposits on classic automobiles	-	-	-	-	(706,432)
Repayment of investments in classic automobiles upon Offering close	-	-	-	-	-
Investment in classic automobiles	(63,985)	(35,150)	(157,659)	(52,500)	(4,047,062)
Proceeds from Sale of Assets	-	-	-	-	-
Cash used in investing activities	(63,985)	(35,150)	(157,659)	(52,500)	(4,753,494)

Cash flow from financing activities:
Proceeds from sale of membership interests	66,699	36,621	160,430	54,771	2,588,834
Due to the manager and other affiliates	-	-	-	-	2,588,407
Distribution to Series	-	-	-	-	-
Contribution from Series to RSE Collection	-	-	-	-	-
Contribution by Manager and Company to pay closing expenses	-	-	-	-	11,175
Contribution by Manager for operating expense	-	-	-	-	23,647
Distribution to RSE Collection	(443)	(200)	-	-	-
Proceeds from Loans	-	-	-	-	602,100
Repayment of Loans	-	-	-	-	(1,002,880)
Distribution of Gain on Sale of assets to Shareholders	-	-	-	-	-
Cash provided by financing activities	66,256	36,421	160,430	54,771	4,811,283

Net change in cash	2,271	1,271	2,771	2,271	51,413
Cash beginning of year in 2018	-	-	-	-	5,374
Cash end of year in 2018	$ 2,271	$ 1,271	$ 2,771	$ 2,271	$ 56,787
Supplemental Cash Flow Information:
Membership Interests issued to Asset Seller as consideration	-	-	-	-	$ 103,125
Interest Paid by Manager					$ 4,264

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

F-41

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

RSE Collection, LLC (the “Company”) is a Delaware series limited liability company formed on August 24, 2016. RSE Markets, Inc. is the manager of the Company (the “Manager”) and serves as the asset manager for the collection of assets owned by the Company and each series (the “Asset Manager”). The Company was formed to engage in the business of acquiring and managing a collection of assets (the “Underlying Assets”). The Company has created, and it is expected that the Company will continue to create, separate series of interests (each, a “Series” or “Series of Interests”), that each Underlying Asset will be owned by a separate Series and that the assets and liabilities of each Series will be separate in accordance with Delaware law. Investors acquire membership interests (the “Interests”) in each Series and will be entitled to share in the return of that particular Series but will not be entitled to share in the return of any other Series.

The Manager is a Delaware corporation formed on April 28, 2016. The Manager is a technology and marketing company that operates the Rally Rd. platform (the “Platform") and manages the Company and the assets owned by the Company in its roles as the Manager and Asset Manager of each Series.

The Company intends to sell Interests in a number of separate individual Series of the Company. Investors in any Series acquire a proportional share of income and liabilities as they pertain to a particular Series, and the sole assets and liabilities of any given Series at the time of the closing of an offering related to that particular Series are a single Underlying Asset (plus any cash reserves for future operating expenses, as well as certain liabilities related to expenses pre-paid by the Manager), which for example, in the case of Series #69BM1 is a 1969 Boss 302 Mustang.

All voting rights, except as specified in the operating agreement or required by law, remain with the Manager (e.g., determining the type and quantity of general maintenance and other expenses required for the appropriate upkeep of each Underlying Asset, determining how to best commercialize the applicable Underlying Assets, evaluating potential sale offers and the liquidation of a Series). The Manager manages the ongoing operations of each Series in accordance with the operating agreement of the Company, as amended and restated from time to time (the “Operating Agreement”).

OPERATING AGREEMENT

General:

In accordance with the Operating Agreement each Interest holder in a Series grants a power of attorney to the Manager. The Manager has the right to appoint officers of the Company and each Series.

Operating Expenses:

After the closing of an offering, each Series is responsible for its own “Operating Expenses” (as defined in Note B(5)). Prior to the closing, Operating Expenses are borne by the Manager or the Asset Manager and not reimbursed by the economic members of a particular Series. Should post-closing Operating Expenses exceed revenues or cash reserves, the Manager or the Asset Manager may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the Series and be entitled to reimbursement of such amount from future revenues generated by the Series (“Operating Expenses Reimbursement Obligation(s)”), on which the Manager or the Asset Manager may impose a rate of interest, and/or (c) cause additional Interests to be issued in order to cover such additional amounts, which Interests may be issued to existing or new investors, and may include the Manager or its affiliates or the Asset Manager.

Fees:

Sourcing Fee: The Manager expects to receive a fee at the closing of each successful offering for its services of sourcing the Underlying Asset (the “Sourcing Fee”), which may be waived by the Manager in its sole discretion.

Brokerage Fee: For all Series qualified up to March 6, 2019, except in the case of Series #77LE1, the broker of record (the “Broker”) received a fee (the “Brokerage Fee”) of 0.75% of the cash from offering for facilitating the sale of securities. In the instance of #77LE1 and all Series qualified after March 6, 2019 the Brokerage Fee is equal to 1.0% of the gross proceeds of each Offering.

F-42

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

Custody Fee: In respect to current offerings, the custody broker (the “Custodian”), holding custody of the securities upon issuance, will receive a fee of 0.75% on Interests sold in an offering (the “Custody Fee”). In the case of the offerings for the Series #77LE1, Series #69BM1, Series #85FT1, Series #88LJ1 and Series #55PS1, no custody agreement was yet in place and as such, no Custody Fee was paid. Should a Custody Fee become applicable for the Interests in these Series in future, the Manager will pay and not be reimbursed for such Custody Fee. For all other current offerings, the Custody Fee is paid from the proceeds of each offering.

Free Cash Flow Distributions:

At the discretion of the Manager, a Series may make distributions of “Free Cash Flow” (as defined in Note F) to both the holders of economic Interests in the form of a dividend and the Manager in the form of a management fee.

In the case that Free Cash Flow is available and such distributions are made, at the sole discretion of the Manager, the members will receive no less than 50% of Free Cash Flow and the Manager will receive up to 50% of Free Cash Flow in the form of a management fee for management of the applicable Underlying Asset. The management fee is accounted for as an expense to the relevant Series rather than a distribution from Free Cash Flow.

Other:

The Manager is responsible for covering its own expenses.

LIQUIDITY AND CAPITAL RESOURCES

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Neither the Company nor any of the Series has generated revenues or profits since inception.

On a total consolidated basis, the Company had sustained a net loss of $64,654 for the year ended December 31, 2018. On a total consolidated basis, the Company had sustained a net loss of $174,602 for the year ended December 31, 2019 and had an accumulated deficit of $316,397 as of December 31, 2019.

All of the liabilities on the balance sheet as of December 31, 2019 are obligations to third-parties or the Manager. All of these liabilities, other than ones for which the Manager does not seek reimbursement, will be covered through the proceeds of future offerings for the various Series of Interests. As of December 31, 2019, the Company has negative working capital of approximately $1.2 million. If the Company does not continue to obtain financing from the Manager, it will be unable to repay these obligations as they come due. These factors raise substantial doubt about the Company’s and each listed Series’ ability to continue as a going concern for the year following the date of this filing.

Through December 31, 2019, none of the Company or any Series have recorded any directly attributable revenues through the utilization of Underlying Assets. Management’s plans anticipate that it will start to generate revenues by commercializing the collection in 2021. Each Series will continue to incur Operating Expenses including, but not limited to storage, insurance, transportation and maintenance expenses, on an ongoing basis. As part of the commercialization of the collection, the Manager opened a showroom in early 2019, in New York City and launched its online shopping experience for merchandise in the third quarter of 2019. No revenues directly attributable to the Company or any Series have been generated through the showroom or the online shop as of December 31, 2019.

F-43

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

F-43

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

At December 31, 2019 and December 31, 2018, the Company and the Series for which closings had occurred, had the following cash balances:

Cash Balance
Applicable Series	Automobile	12/31/2019	12/31/2018
Series #77LE1	1977 Lotus Esprit S1	`$2,780`	`$2,780`
Series #69BM1	1969 Boss 302 Mustang	`4,149`	`4,149`
Series #55PS1	1955 Porsche Speedster	`2,214`	`2,500`
Series #95BL1	1995 BMW M3 Lightweight	`1,000`	`1,000`
Series #89PS1	1989 Porsche 911 Speedster	`1,271`	`1,271`
Series #90FM1	1990 Ford Mustang 7Up Edition	`485`	`771`
Series #83FB1	1983 Ferrari 512 BBi	`2,485`	`2,771`
Series #98DV1	1998 Dodge Viper GTS-R	`2,500`	`2,500`
Series #06FS1	2006 Ferrari F430 Spider	`9,152`	`2,771`
Series #93XJ1	1993 Jaguar XJ220	`1,485`	`1,771`
Series #02AX1	2002 Acura NSX-T	`1,985`	`2,271`
Series #99LE1	1999 Lotus Esprit Sport 350	`1,985`	`2,271`
Series #91MV1	1991 Mitsubishi 3000VT GR4	`984`	`1,271`
Series #92LD1	1992 Lancia Delta Martini 5 Evo	`1,853`	`2,771`
Series #94DV1	1994 Dodge Viper RT/10	`1,984`	`2,271`
Series #00FM1	2000 Ford Mustang Cobra R	`3,760`	`-`
Series #72MC1	1972 Mazda Cosmo Sport	`4,989`	`-`
Series #06FG1	2006 Ford GT	`2,500`	`-`
Series #11BM1	2011 BMW 1M, 6-Speed Manual	`2,000`	`-`
Series #80LC1	1980 Lamborghini Countach Turbo	`3,504`	`-`
Series #02BZ1	2002 BMW Z8	`3,000`	`-`
Series #88BM1	1988 BMW E30 M3	`2,000`	`-`
Series #63CC1	1963 Chevrolet Corvette Split Window	`1,999`	`-`
Series #76PT1	1976 Porsche 911 Turbo Cabrera	`1,999`	`-`
Series #75RA1	1975 Renault Alpine A110 1300	`2,649`	`-`
Series #65AG1	1965 Alfa Romeo Giulia Sprint Speciale	`3,700`	`-`
Series #93FS1	1993 Ferrari 348TS Series Speciale	`3,050`	`-`
Series #90MM1	1990 Mazda Miata	`1,799`	`-`
Series #61JE1	1961 Jaguar E-Type	`2,898`	`-`
Series #88PT1	1988 Porsche 944 Turbo S	`4,439`	`-`
Series #65FM1	1965 Ford Mustang 2+2 Fastback	`2,300`	`-`
Series #94LD1	1994 Lamborghini Diablo SE30 Jota	`4,550`	`-`
Series #99SS1	1999 Shelby Series 1	`3,064`	`-`
Series #94FS1	1994 Ferrari 348 Spider	`2,962`	`-`
Series #61MG1	1961 Maserati 3500GT	`4,197`	`-`
Series #92CC1	1992 Chevrolet Corvette ZR1	`2,412`	`-`
Series #89FT1	1989 Ferrari Testarossa	`1,714`	`-`
Series #80PN1	1980 Porsche 928	`3,662`	`-`
Series #89FG2	1989 Ferrari 328 GTS	`3,288`	`-`
Series #88LL1	1988 Lamborghini LM002	`5,789`	`-`
Total Series Cash Balance		`$114,536`	`$33,139`
RSE Collection		`-`	`23,648`
Total Cash Balance		`$114,536`	`$56,787`

Note: Series #77LE1 Interests were issued under Rule 506(c) and as such Series #77LE1 has not been broken out as a separate Series in the financial statements but is included in the table above.

F-44

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

The cash on the books of RSE Collection is reserved to funding future pre-closing Operating Expenses or “Acquisition Expenses” (see Note B(6) for definition and additional details), as the case may be. The cash on the books of each Series is reserved for funding of post-closing Operating Expenses; During the year ended December 31, 2019, the Manager paid for certain but not all Operating Expenses related to any of the Series that have had closed offerings and has elected not to be reimbursed. These payments made by the Manager are accounted for as capital contributions, amounting to a total of $139,284 during the year ended December 31, 2019, which excludes a $6,746 capital contribution related to the sale of the Underlying Asset for Series #06FS1.

From inception, the Company and the Series have financed their business activities through capital contributions from the Manager or its affiliates to the individual Series. Until such time as the Series’ have the capacity to generate cash flows from operations, the Manager may cover any deficits through additional capital contributions or the issuance of additional Interests in any individual Series. In addition, parts of the proceeds of future offerings may be used to create reserves for future Operating Expenses for individual Series, as has been the case for the majority of the Series for which closings have occurred, listed in the table above, at the sole discretion of the Manager. If the Manager does not continue to fund future operating expenses of the Company and the Series, the Company’s ability to continue future operations may be limited. There is no assurance that financing from the Manager will remain available or provide the Company or any Series with sufficient capital to meet its objectives.

F-45

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

INITIAL OFFERINGS

The Company has completed several initial offerings since its inception in 2016 and plans to continue to increase the number of initial offerings going forward. The table below outlines all offerings for which a closing has occurred as of December 31, 2019. All Series, for which a closing had occurred as of the date of the financial statements, had commenced operations, were capitalized and had assets and various Series have liabilities.

Series Interest	Series Name	Underlying Asset	Offering Size	Launch Date	Closing Date	Comments
Series #77LE1 Interests	Series #77LE1	1977 Lotus Esprit S1	$77,700	November 17, 2016	April 13, 2017	• The Company’s initial offering for Series #77LE1 issued membership Interests in Series #77LE1 pursuant to SEC Rule 506(c). • The offering closed and the Loan 1 (see Note C) plus $241 of accrued interest and other obligations have been repaid with the proceeds of the Offering
Series #69BM1 Interests	Series #69BM1	1989 Ford Mustang Boss 302	$115,000	November 20, 2017	February 7, 2018	• The offering closed and the Loan 2 (see Note C) plus $821 of accrued interest and other obligations have been repaid with the proceeds of the Offering
Series #85FT1 Interests	Series #85FT1	1985 Ferrari Testarossa	$165,000	November 23, 2017	February 15, 2018	• The offering closed and the Loan 4 (see Note C) as well as third-party debt (see Note D) plus accrued interest of $401 and $5,515 and other obligations have been repaid with the proceeds of the Offering
Series #88LJ1 Interests	Series #88LJ1	1988 Lamborghini Jalpa	$135,000	February 9, 2018	April 12, 2018	• The offering closed and the Loan 3 (see Note C) plus $1,126 of accrued interest and other obligations have been repaid with the proceeds of the Offering
Series #55PS1 Interests	Series #55PS1	1955 Porsche 356 Speedster	$425,000	April 2, 2018	June 6, 2018	• The offering closed, and purchase option was exercised. The Loan 5 and Loan 6 (see Note C), the remaining balance of the acquisition price plus accrued interest of $728 and other obligations were paid through the proceeds of the Offering
Series #95BL1 Interests	Series #95BL1	1995 BMW E36 M3 Lightweight	$118,500	June 1, 2018	July 12, 2018	• The offering closed and the Loan 8 (see Note C) and other obligations have been repaid with the proceeds of the Offering
Series #89PS1 Interests	Series #89PS1	1989 Porsche 911 Speedster	$165,000	July 23, 2018	July 31, 2018	• The offering closed and all obligations under the purchase option agreement and other obligations were repaid with the proceeds of the Offering • The Asset Seller was issued 60% of Interests as part of total purchase consideration
Series #90FM1 Interests	Series #90FM1	1990 Ford Mustang 7Up Edition	$16,500	July 24, 2018	July 31, 2018	• The offering closed and all obligations under the purchase option agreement and other obligations were repaid with the proceeds of the Offering • The Asset Seller was issued 25% of Interests as part of total purchase consideration
Series #83FB1 Interests	Series #83FB1	1983 Ferrari 512 BBi	$350,000	July 23, 2018	September 5, 2018	• The offering closed and all obligations under the purchase option agreement and other obligations were repaid with the proceeds of the Offering
Series #98DV1 Interests	Series #98DV1	1998 Dodge Viper GTS-R	$130,000	September 27, 2018	October 10, 2018	• The offering closed and the Loan 10 (see Note C) plus accrued interest $512.88 and other obligations were paid through the proceeds of the Offering

F-46

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

Series Interest	Series Name	Underlying Asset	Offering Size	Launch Date	Closing Date	Comments
Series #93XJ1 Interests	Series #93XJ1	1993 Jaguar XJ220	$495,000	August 22, 2018	November 6, 2018	• The offering closed, and purchase option was exercised. The Loan 7 and Loan 9 (see Note C), the remaining balance of acquisition price plus accrued interests of $336 and $4,767 and other obligations were repaid through the proceeds of the Offering
Series #06FS1 Interests	Series #06FS1	2006 Ferrari F430 Spider "Manual"	$199,000	October 12, 2018	October 19, 2018	• The offering closed and all obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering • Underlying Asset sold for $227,500 on 05/10/2019 and Series was subsequently dissolved
Series #02AX1 Interests	Series #02AX1	2002 Acura NSX-T	$108,000	November 16, 2018	November 30, 2018	• The offering closed and the Loan 11 (see Note C) plus accrued interest $481 and other obligations were paid through the proceeds of the Offering
Series #99LE1 Interests	Series #99LE1	1999 Lotus Esprit Sport 350	$69,500	November 23, 2018	December 4, 2018	• The offering closed, and the Loan 12 plus accrued interest $243 and other obligations were paid through the proceeds of the Offering
Series #91MV1 Interests	Series #91MV1	1991 Mitsubishi 3000GT VR4	$38,000	November 28, 2018	December 7, 2018	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #92LD1 Interests	Series #92LD1	1992 Lancia Delta Integrale Evo "Martini 5"	$165,000	December 7, 2018	December 26, 2018	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #94DV1 Interests	Series #94DV1	1994 Dodge Viper RT/10	$57,500	December 11, 2018	December 26, 2018	• 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 #00FM1 Interests	Series #00FM1	2000 Ford Mustang Cobra R	$49,500	December 21, 2018	January 4, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering • Underlying Asset sold for $60,000 on 4/15/2019 and Series was subsequently dissolved
Series #72MC1 Interests	Series #72MC1	1972 Mazda Cosmo Sport Series II	$124,500	December 28, 2018	January 4, 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 • The Asset Seller was issued 40% of Interests as part of total purchase consideration
Series #06FG1 Interests	Series #06FG1	2006 Ford GT	$320,000	December 14, 2018	January 8, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #11BM1 Interests	Series #11BM1	2011 BMW 1M	$84,000	January 8, 2019	January 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 #80LC1 Interests	Series #80LC1	1980 Lamborghini Countach LP400 S Turbo	$635,000	January 17, 2019	February 8, 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 • The Asset Seller was issued 7.5% of Interests as part of total purchase consideration
Series #02BZ1 Interests	Series #02BZ1	2002 BMW Z8	$195,000	January 6, 2019	February 8, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #88BM1 Interests	Series #88BM1	1988 BMW E30 M3	$141,000	January 11, 2019	February 25, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #63CC1 Interests	Series #63CC1	1963 Chevrolet Corvette Split Window	$126,000	March 8, 2019	March 18, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering

F-47

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

Series Interest	Series Name	Underlying Asset	Offering Size	Launch Date	Closing Date	Comments
Series #76PT1 Interests	Series #76PT1	1976 Porsche 911 Turbo Carrera	$189,900	March 15, 2019	March 22, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #75RA1 Interests	Series #75RA1	1975 Renault Alpine A110 1300	$84,000	March 29, 2019	April 9, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #65AG1 Interests	Series #65AG1	1965 Alfa Romeo Giulia Sprint Speciale	$178,500	April 5, 2019	April 16, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #93FS1 Interests	Series #93FS1	1993 Ferrari 348TS Serie Speciale	$137,500	April 12, 2019	April 22, 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 #61JE1 Interests	Series #61JE1	1961 Jaguar E-Type	$246,000	April 19, 2019	April 26, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #90MM1 Interests	Series #90MM1	1990 Mazda Miata MX-5	$26,600	April 17, 2019	April 26, 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 #65FM1 Interests	Series #65FM1	1965 Ford Mustang 2+2 Fastback	$82,500	May 3, 2019	July 18, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #88PT1 Interests	Series #88PT1	1988 Porsche 944 Turbo S	$66,000	May 10, 2019	July 18, 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 #94LD1 Interests	Series #94LD1	1994 Lamborghini Diablo SE30 Jota	$597,500	July 12, 2019	August 6, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #99SS1 Interests	Series #99SS1	1999 Shelby Series 1	$137,500	September 4, 2019	September 11, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #94FS1 Interests	Series #94FS1	1994 Ferrari 348 Spider	$145,000	September 12, 2019	September 17, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #61MG1 Interests	Series #61MG1	1961 Maserati 3500GT	$340,000	September 20, 2019	September 30, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #92CC1 Interests	Series #92CC1	1992 Chevrolet Corvette ZR1	$52,500	September 27, 2019	October 2, 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 #89FT1 Interests	Series #89FT1	1989 Ferrari Testarossa	$180,000	October 4, 2019	October 11, 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 #80PN1 Interests	Series #80PN1	1980 Porsche 928	$48,000	November 1, 2019	November 6, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #89FG2 Interests	Series #89FG2	1989 Ferrari 328 GTS	$127,500	November 8, 2019	November 14, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #88LL1 Interests	Series #88LL1	1988 Lamborghini LM002	$292,000	November 18, 2019	December 8, 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	42 Series		$7,435,700

See Note I, Subsequent Events for additional details on closings of initial offerings after December 31, 2019.

F-48

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

ASSET DISPOSITIONS

The Company received unsolicited take-over offers for the Underlying Assets listed in the table below. Per the terms of the Company’s Operating Agreement, the Company, together with the Company’s advisory board evaluates the offers and determines that if, on a case by case basis, it is in the interest of the Investors to sell the Underlying Asset. In certain instances, as was the case with the 2003 Porsche 911 GT2, the Company may decide to sell an Underlying Asset, that is on the books of the Company, but not yet transferred to a particular Series, because no offering has yet occurred. In these instances, the anticipated offering related to such Underlying Asset will be cancelled.

Series	Underlying Asset	Date of Sale Agreement	Total Sale Price	Total Initial Offering Price / Per Interest	Total Distribution to Interest Holders / Per Interests	Commentary
#00FM1	2000 Ford Mustang Cobra R	04/15/2019	$60,000	$49,500 / $24.75	$58,240 / $29.12	$60,000 acquisition offer for 2000 Ford Mustang Cobra R accepted on 04/15/2019 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of currently outstanding tax liabilities.
2003 Porsche 911 GT2 (1)		4/17/2019	$110,000	Initial Purchase Price $137,000		$110,000 acquisition offer for 2003 Porsche 911 GT2 accepted on 04/17/2019, prior to the launch of the offering (the Underlying Asset was never transferred to a Series). Subsequent loss on sale incurred by the Manager and cancellation of the previously anticipated offering.
#06FS1 (2)	2006 Ferrari F430 Spider "Manual"	5/10/2019	$227,500	$199,000 / $39.80	$ 230,000 / $46.00	$227,500 acquisition offer for 2006 Ferrari F430 Spider "Manual" accepted on 05/10/2019 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of currently outstanding tax liabilities.

Note: Total Distribution to Interest Holders includes cash on balance sheet of Series and is net of corporate level taxes on gain on sale.

At the time of the sale the Underlying Asset was still owned by RSE Collection, LLC and not by any Series.

Solely in the case of Series #06FS1, the Manager made an additional capital contribution to the Series to cover corporate level taxes on the gain on sale.

Sale of the 2000 Ford Mustang Cobra R:

The Company received an acquisition offer for the Underlying Asset of Series #00FM1, the 2000 Ford Mustang Cobra R for $60,000 vs. the initial purchase price of $43,000 for a gain on sale of $14,438, net of $2,562 of capitalized acquisition expenses. The Company accepted the acquisition offer on April 15, 2019 and distributed cash to interest holders on April 24, 2019. At the time of the sale, Series #00FM1 had $2,000 of cash and $8 of pre-paid insurance on the balance sheet.

The transaction resulted in corporate level taxes on the gain on sale of $2,711, net of $1,057 of net-loss-carryforward, based on a 21% federal corporate and statutory state tax rate, for the which the Series has retained funds on its balance sheet.

The Manager originally estimated income taxes payable related to the sale of the asset at $3,760. Upon filing for the final tax returns of the Series in 2020, the Manager determined the amount of income tax expense to be $2,711.

F-49

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

Total distribution to interest holders including cash, excluding $1,049 remaining on the balance sheet of the Series, but net of corporate level taxes were $58,240 or $29.12 per Interest vs the initial offering price of $49,500 or $24.75 per Interest.

Series #00FM1 has been dissolved upon payment of all tax liabilities of $2,711. $1,049 of cash related to the Series currently remain on the books of the Manager.

Sale of the 2003 Porsche 911 GT2:

The Company received an acquisition offer for the 2003 Porsche 911 GT2 for $110,000 vs. the initial purchase price of $137,000 for a loss on sale of $27,150, net of $150 of capitalized acquisition expenses. The Company accepted the acquisition offer on April 17, 2019 and distributed cash to the Manager on December 31, 2019. At the time of the sale, no offering for a Series related to the 2003 Porsche 911 GT2 had occurred and as such the Underlying Asset was not yet owned by any Series. As such, no interest holders received any distributions.

Proceeds from the sale were used to pay-down $110,000 of Due to Manager to the Manager. The remaining liability, comprising the loss on sale of $27,150 was waived by the Manager and the amount was reclassified from Due to Manager to Capital Contribution. The anticipated offering for a Series related to the 2003 Porsche 911 GT2 was cancelled upon the sale.

Series #03PG1 has been dissolved upon payment of all currently tax liabilities of $50.

Sale of the 2006 Ferrari F430 Spider "Manual":

The Company received an acquisition offer for the Underlying Asset of Series #06FS1, the 2006 Ferrari F430 Spider "Manual" for $227,500 vs. the initial purchase price of $192,500 for a gain on sale of $34,714, net of $286 of capitalized acquisition expenses. The Company accepted the acquisition offer on May 10, 2019 and distributed cash to interest holders on May 23, 2019. At the time of the sale, Series #06FS1 had $2,485 of cash and $95 of pre-paid insurance on the balance sheet.

The transaction resulted in corporate level taxes on the gain on sale of $9,152, net of $2,145 of net-loss-carryforward, based on a 21% federal corporate and statutory state tax rate, for the which the Series has retained funds on its balance sheet. Solely in the case of Series #06FS1, the Manager made an additional Capital Contribution of $6,746 to the Series to cover the corporate level taxes on behalf of the interest holders.

The Manager originally estimated income taxes payable related to the sale of the asset at $9,152. Upon filing for the final tax returns of the Series in 2020, the Manager determined the amount of income tax expense to be $6,746. As a result, the Series will repay the Manager the excess capital contribution of $2,406 in 2020.

Total distribution to interest holders including cash, was $230,000 or $46.00 per Interest vs the initial offering price of $199,000 or $39.80 per Interest.

Series #06FS1 has been dissolved upon payment of tax liabilities of $6,746. Remaining cash on the balance sheet has been paid back to the Manager.

See Note I, Subsequent Events for additional details on asset dispositions after December 31, 2019.

F-50

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.Basis of Presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

The consolidated financial statements include the accounts of RSE Collection, LLC and the accounts of Series #77LE1. Interests in Series #77LE1 were issued under Rule 506(c) of Regulation D and were thus not qualified under the Company’s offering circular (as amended), and thus separate financial statements for Series #77LE1 are not presented.

All other offerings that had closed as of the date of the financial statements were issued under Tier 2 of Regulation A+ and qualified under the Company’s offering circular (as amended). Separate financial statements are presented for each such Series.

2.Use of Estimates:

The preparation of financial statements in conformity with US 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.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near-term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates.

3.Cash and Cash Equivalents:

The Company considers all short-term investments with an original maturity of three months or less when purchased, or otherwise acquired, to be cash equivalents.

4.Offering Expenses:

Offering expenses related to the offering for a specific Series consist of underwriting, legal, accounting, escrow, compliance, filing and other expenses incurred through the balance sheet date that are directly related to a proposed offering and will generally be charged to members' equity upon the completion of the proposed offering. Offering expenses that are incurred prior to the closing of an offering for such Series, are being funded by the Manager and will generally be reimbursed through the proceeds of the offering related to the Series. However, the Manager has agreed to pay and not be reimbursed for offering expenses incurred with respect to the offerings for all Series that have had a closing as of the date of the financial statements and potentially other future offerings.

F-51

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In addition to the discrete offering expenses related to a particular Series’ offering, the Manager has also incurred legal, accounting, user compliance expenses and other offering related expenses during the years ended December 31, 2019 and December 31, 2018 in order to set up the legal and financial framework and compliance infrastructure for the marketing and sale of offerings. The Manager treats these expenses as operating expenses related to the Manager’s business and will not be reimbursed for these through any activities or offerings related to the Company or any of the Series.

5.Operating Expenses:

Operating Expenses related to a particular asset include storage, insurance, transportation (other than the initial transportation from the assets location to the Manager’s storage facility prior to the offering, which is treated as an “Acquisition Expense”, as defined in Note B(6)), maintenance, professional fees such as annual audit and legal expenses and other asset specific expenses as detailed in the Manager’s allocation policy, together the “Operating Expenses”. We distinguish between pre-closing and post-closing Operating Expenses. Operating Expenses are expensed as incurred.

Except as disclosed with respect to any future offering, expenses of this nature that are incurred prior to the closing of an offering of Series of Interests, are funded by the Manager and are not reimbursed by the Company, the Series or economic members. Pre-closing expenses in this case are treated as capital contributions from the Manager to the Company and totaled $49,429 for the year ended December 31, 2019 vs. $19,878 for the year ended December 31, 2018.

During the year ended December 31, 2019 vs. the year ended December 31, 2018, RSE Collection incurred pre-closing Operating expenses and the following Series had closed Offerings and incurred post-closing Operating Expenses per the table below:

F-52

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Operating Expenses
Applicable Series	Automobile	12/31/2019	12/31/2018
Series #77LE1	1977 Lotus Esprit S1	`$4,300`	`$3,707`
Series #69BM1	1969 Boss 302 Mustang	`4,471`	`3,473`
Series #85FT1	1985 Ferrari Testarossa	`5,806`	`4,173`
Series #88LJ1	1988 Lamborghini Jalpa	`6,352`	`2,868`
Series #55PS1	1955 Porsche Speedster	`5,763`	`3,680`
Series #95BL1	1995 BMW M3 Lightweight	`4,421`	`1,768`
Series #89PS1	1989 Porsche 911 Speedster	`4,358`	`790`
Series #90FM1	1990 Ford Mustang 7Up Edition	`4,032`	`1,176`
Series #83FB1	1983 Ferrari 512 BBi	`5,264`	`1,831`
Series #98DV1	1998 Dodge Viper GTS-R	`4,457`	`799`
Series #06FS1	2006 Ferrari F430 Spider	`1,266`	`879`
Series #93XJ1	1993 Jaguar XJ220	`2,904`	`540`
Series #02AX1	2002 Acura NSX-T	`3,876`	`403`
Series #99LE1	1999 Lotus Esprit Sport 350	`4,235`	`215`
Series #91MV1	1991 Mitsubishi 3000VT GR4	`4,120`	`183`
Series #92LD1	1992 Lancia Delta Martini 5 Evo	`5,237`	`23`
Series #94DV1	1994 Dodge Viper RT/10	`4,281`	`79`
Series #00FM1	2000 Ford Mustang Cobra R	`1,057`	`-`
Series #72MC1	1972 Mazda Cosmo Sport	`4,284`	`-`
Series #06FG1	2006 Ford GT	`4,964`	`-`
Series #11BM1	2011 BMW 1M, 6-Speed Manual	`3,557`	`-`
Series #80LC1	1980 Lamborghini Countach Turbo	`4,217`	`-`
Series #02BZ1	2002 BMW Z8	`4,714`	`-`
Series #88BM1	1988 BMW E30 M3	`3,821`	`-`
Series #63CC1	1963 Chevrolet Corvette Split Window	`3,657`	`-`
Series #76PT1	1976 Porsche 911 Turbo Cabrera	`3,669`	`-`
Series #75RA1	1975 Renault Alpine A110 1300	`3,413`	`-`
Series #65AG1	1965 Alfa Romeo Giulia Sprint Speciale	`3,385`	`-`
Series #93FS1	1993 Ferrari 348TS Series Speciale	`1,530`	`-`
Series #90MM1	1990 Mazda Miata	`1,183`	`-`
Series #61JE1	1961 Jaguar E-Type	`3,048`	`-`
Series #88PT1	1988 Porsche 944 Turbo S	`1,322`	`-`
Series #65FM1	1965 Ford Mustang 2+2 Fastback	`2,697`	`-`
Series #94LD1	1994 Lamborghini Diablo SE30 Jota	`2,597`	`-`
Series #99SS1	1999 Shelby Series 1	`1,612`	`-`
Series #94FS1	1994 Ferrari 348 Spider	`870`	`-`
Series #61MG1	1961 Maserati 3500GT	`1,676`	`-`
Series #92CC1	1992 Chevrolet Corvette ZR1	`643`	`-`
Series #89FT1	1989 Ferrari Testarossa	`1,922`	`-`
Series #80PN1	1980 Porsche 928	`487`	`-`
Series #89FG2	1989 Ferrari 328 GTS	`461`	`-`
Series #88LL1	1988 Lamborghini LM002	`1,378`	`-`
RSE Collection		`49,429`	`19,878`
Total Operating Expenses		`$186,736`	`$46,465`

Note: Series #77LE1 Interests were issued under Rule 506(c) and as such Series #77LE1 has not been broken out as a separate Series in the financial statements but is included in the table above.

F-53

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Solely in the case of the Series with closed offerings listed in the table above, the Manager has elected that the post-closing Operating Expenses for the year ended December 31, 2019 will be borne by the Manager and not reimbursed and are accounted for as capital contributions by the Manager for each of the Series. The Manager had made the same election for the post-closing Operating Expenses incurred during the year ended December 31, 2018.

6.Capital Assets:

Underlying Assets are recorded at cost. The cost of the Underlying Asset includes the purchase price, including any deposits for the Underlying Asset funded by the Manager and “Acquisition Expenses,” which include transportation of the Underlying Asset to the Manager’s storage facility, pre-purchase inspection, pre-offering refurbishment, and other costs detailed in the Manager’s allocation policy.

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

The Underlying Assets are initially purchased by the Company, either prior to launching an offering or through the exercising of a purchase option simultaneous with the closing of an offering for a particular Series. At closing of an offering for a Series of Interests the Underlying Assets, including capitalized Acquisition Expenses, are then transferred to the Series. Assets are transferred at cost and the Company receives cash from the Series from the proceeds of the offering. The Company uses the proceeds of the transfer to pay off any debt or amounts owed under purchase options and Acquisition Expenses. Acquisition Expenses are typically paid for in advance by the Manager, except in the case of Acquisition Expenses that are anticipated, but might not be incurred until after a closing, such as registration fees or fees related to the transportation of an Underlying Asset from the seller to the Company’s warehouse and are thus only capitalized into the cost of the acquired Underlying Asset after the Underlying Asset has already been transferred to the Series. The Series uses the remaining cash to repay any accrued interest on loans or marketing expenses related to the preparation of the marketing materials for a particular offering, by distributing the applicable amount to the Company, accounted for as “Distribution to RSE Collection” on the balance sheet. Furthermore, the Series distributes the appropriate amounts for Brokerage Fee, the Custody Fee and, if applicable, the Sourcing Fee using cash from the offering. In case of a closing at a loss, the Manager will make an additional capital contribution to the Series to cover any losses, which is represented as “Distribution to Series” on the balance sheet. Any remaining cash on the balance sheet of the Series after distributions have been made is retained for payment of future operating expenses.

The Company, through non-interest-bearing payments from the Manager or loans from officers of the Manager and third-parties invested in Underlying Asset. For the year ended December 31, 2019, the total investment in assets was $2,654,273 vs. $4,980,119 during the year ended December 31, 2018. Driven by a lower number of Underlying Assets acquired during the year ended December 31, 2019. The values for the respective years exclude $375,498 related to the Underlying Assets purchased in 2018 and sold in 2019

F-54

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Of the $2,654,273 of investments during the year ended December 31, 2019, $2,606,874 were related to the purchase price of, or down payments on Underlying Assets, vs. $4,932,013 during the year ended December 31, 2018. This brings the total spent on purchase price and down-payments at December 31, 2019 to $8,040,358, since the inception of the Company in August of 2016 vs. $5,433,484 at December 31, 2018.

Acquisition Expenses related to a particular Series, that are incurred prior to the closing of an offering, are initially funded by the Manager but will be reimbursed with the proceeds from an offering related to such Series, to the extent described in the applicable offering document. Unless, to the extent that certain Acquisition Expenses are anticipated prior to the closing, but incurred after the closing of an offering, for example registration fees, in which case, additional cash from the proceeds of the offering will be retained on the Series balance sheet to cover such future anticipated Acquisition Expenses after the closing of the offering. Acquisition Expenses are capitalized into the cost of the Underlying Asset as per the table below. Should a proposed offering prove to be unsuccessful, the Company will not reimburse the Manager and these expenses will be accounted for as capital contributions, and the Acquisition Expenses will be expensed.

For the year ended December 31, 2019, $47,399 of Acquisition Expenses related to the registration, transportation, inspection, repair of Underlying Assets and other acquisition related expenses were incurred vs. $48,106 during the year ended December 31, 2018. The Acquisition Expenses for the year ended December 31, 2019 were similar in amount to those for the year ended December 31, 2018 in spite of the lower number of Underlying Asset purchased in the year ended December 31, 2019, driven by the higher transportation costs related to the acquisition of Underlying Assets during the year ended December 31, 2019.

The total investment in Underlying Assets since the inception of the Company in August of 2016 is as follows, excluding the total investments of any Series for which the Underlying Assets have been sold:

F-55

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

As of 12/31/2019
Capitalized Costs
	Applicable Series		Asset	Purchase Price / Down-payment	Trans-portation	Pre-Purchase Inspection	Improve-ment	Regis-tration	Other	Total

Asset 1	Series #77LE1	(1,3)	1977 Lotus Esprit S1	`$69,400`	`$550`	`$-`	`$-`	`$237`	`$-`	`$70,187`
Asset 2	Series #69BM1	(1)	1969 Boss 302 Mustang	`102,395`	`2,600`	`1,000`	`-`	`271`	`-`	`106,266`
Asset 3	Series #85FT1	(1)	1985 Ferrari Testarossa	`172,500`	`2,498`	`557`	`-`	`271`	`-`	`175,826`
Asset 4	Series #88LJ1	(1)	1988 Lamborghini Jalpa	`127,176`	`1,650`	`720`	`2,565`	`271`	`-`	`132,382`
Asset 5	Series #55PS1	(1)	1955 Porsche Speedster	`405,000`	`2,100`	`400`	`-`	`286`	`600`	`408,386`
Asset 6	Series #93XJ1	(1)	1993 Jaguar XJ220	`460,000`	`1,200`	`-`	`26,500`	`286`	`600`	`488,586`
Asset 7	Series #83FB1	(1)	1983 Ferrari 512 BBi	`330,000`	`1,200`	`1,320`	`-`	`286`	`-`	`332,806`
Asset 8	Series #89PS1	(1)	1989 Porsche 911 Speedster	`160,000`	`-`	`-`	`-`	`-`	`-`	`160,000`
Asset 9	Series #90FM1	(1)	1990 Ford Mustang 7Up Edition	`14,500`	`-`	`-`	`-`	`286`	`-`	`14,786`
Asset 10	Series #95BL1	(1)	1995 BMW M3 Lightweight	`112,500`	`1,195`	`-`	`75`	`421`	`350`	`114,541`
Asset 11	Series #98DV1	(1)	1998 Dodge Viper GTS-R	`120,000`	`1,895`	`-`	`649`	`-`	`-`	`122,544`
Asset 12	Series #02AX1	(1)	2002 Acura NSX-T	`100,000`	`1,500`	`-`	`-`	`286`	`-`	`101,786`
Asset 13	Series #99LE1	(1)	1999 Lotus Esprit Sport 350	`62,100`	`1,300`	`-`	`585`	`286`	`-`	`64,271`
Asset 14	Series #91MV1	(1)	1991 Mitsubishi 3000VT GR4	`33,950`	`800`	`-`	`400`	`287`	`-`	`35,437`
Asset 15	Series #94DV1	(1)	1994 Dodge Viper RT/10	`52,500`	`-`	`-`	`-`	`287`	`-`	`52,787`
Asset 16	Series #92LD1	(1)	1992 Lancia Delta Martini 5 Evo	`146,181`	`10,514`	`-`	`964`	`243`	`-`	`157,902`
Asset 17	Series #72MC1	(1)	1972 Mazda Cosmo Sport	`115,000`	`265`	`-`	`-`	`297`	`-`	`115,562`
Asset 18	Series #06FG1	(1)	2006 Ford GT	`309,000`	`-`	`-`	`-`	`286`	`-`	`309,286`
Asset 19	Series #11BM1	(1)	2011 BMW 1M, 6-Speed Manual	`78,500`	`1,000`	`-`	`-`	`286`	`-`	`79,786`
Asset 20	Series #80LC1	(1)	1980 Lamborghini Countach Turbo	`610,000`	`1,950`	`207`	`-`	`282`	`-`	`612,439`
Asset 21	Series #02BZ1	(1)	2002 BMW Z8	`185,000`	`525`	`-`	`490`	`286`	`-`	`186,301`
Asset 22	Series #88BM1	(1)	1988 BMW E30 M3	`135,000`	`525`	`239`	`415`	`286`	`-`	`136,465`
Asset 23	Series #63CC1	(1)	1963 Chevrolet Corvette Split Window	`120,000`	`-`	`-`	`-`	`286`	`-`	`120,286`
Asset 24	Series #76PT1	(1)	1976 Porsche 911 Turbo Cabrera	`179,065`	`2,500`	`500`	`450`	`287`	`-`	`182,802`
Asset 25	Series #75RA1	(1)	1975 Renault Alpine A110 1300	`75,000`	`250`	`-`	`266`	`287`	`100`	`75,903`
Asset 26	Series #65AG1	(1)	1965 Alfa Romeo Giulia Sprint Speciale	`170,000`	`-`	`-`	`-`	`286`	`-`	`170,286`
Asset 27	Series #93FS1	(1)	1993 Ferrari 348TS Series Speciale	`130,000`	`850`	`-`	`-`	`286`	`-`	`131,136`
Asset 28	Series #90MM1	(1)	1990 Mazda Miata	`22,000`	`900`	`-`	`-`	`287`	`-`	`23,187`
Asset 29	Series #61JE1	(1)	1961 Jaguar E-Type	`235,000`	`-`	`-`	`-`	`288`	`100`	`235,388`
Asset 30	Series #88PT1	(1)	1988 Porsche 944 Turbo S	`61,875`	`905`	`-`	`-`	`-`	`-`	`62,780`
Asset 31	Series #65FM1	(1)	1965 Ford Mustang 2+2 Fastback	`75,000`	`700`	`-`	`-`	`297`	`-`	`75,997`

F-56

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

Asset 32	Series #94LD1	(1)	1994 Lamborghini Diablo SE30 Jota	`570,000`	`1,950`	`-`	`-`	`286`	`-`	`572,236`
Asset 33	Series #99SS1	(1)	1999 Shelby Series 1	`126,575`	`1,650`	`716`	`-`	`286`	`-`	`129,227`
Asset 34	Series #94FS1	(1)	1994 Ferrari 348 Spider	`135,399`	`2,795`	`-`	`-`	`288`	`-`	`138,482`
Asset 35	Series #61MG1	(1)	1961 Maserati 3500GT	`325,000`	`-`	`-`	`303`	`287`	`-`	`325,590`
Asset 36	Series #92CC1	(1)	1992 Chevrolet Corvette ZR1	`45,000`	`900`	`-`	`-`	`288`	`-`	`46,188`
Asset 37	Series #89FT1	(1)	1989 Ferrari Testarossa	`172,500`	`2,350`	`-`	`-`	`286`	`-`	`175,136`
Asset 38	Series #80PN1	(1)	1980 Porsche 928	`45,750`	`1,350`	`-`	`-`	`288`	`-`	`47,388`
Asset 39	Series #89FG2	(1)	1989 Ferrari 328 GTS	`118,500`	`775`	`-`	`-`	`287`	`-`	`119,562`
Asset 40	Series #88LL1	(1)	1988 Lamborghini LM002	`275,000`	`2,225`	`-`	`-`	`286`	`-`	`277,511`
Asset 41	Series #90ME1	(2)	1990 Mercedes 190E 2.5-16 Evo II	`251,992`	`10,469`	`-`	`-`	`304`	`-`	`262,766`
Asset 42	Series #87FF1	(2)	1987 Ferrari 412	`11,000`	`-`	`-`	`-`	`-`	`-`	`11,000`
Asset 43	Series #82AV1	(2)	1982 Aston Martin V8 Vantage	`285,000`	`-`	`-`	`1,078`	`286`	`-`	`286,364`
Asset 44	Series #72FG2	(2)	1972 Ferrari 365 GTC/4	`275,000`	`700`	`-`	`-`	`287`	`-`	`275,987`
Asset 45	Series #86FT1	(2)	1986 Ferrari Testarossa	`-`	`-`	`529`	`-`	`-`	`-`	`529`
Asset 46	Series #95FF1	(2)	1995 Ferrari 355 Spider	`105,000`	`3,200`	`-`	`-`	`288`	`-`	`108,488`
Asset 47	Series #03SS1	(2)	2003 Saleen S7	`330,000`	`-`	`-`	`-`	`-`	`-`	`330,000`
Total				$8,040,358	$67,737	$6,188	$34,740	$11,780	$ 1,750	$ 8,162,553


Capitalized Costs 2016				298,971	2,650	-	-	-	-	301,621
Capitalized Costs 2017				202,500	4,648	2,677	15,065	1,050	600	226,540
Capitalized Costs 2018				4,932,013	26,905	2,252	17,578	421	950	4,980,119
Capitalized Costs 2019				2,606,874	33,533	1,259	2,097	10,310	200	2,654,273
Grand Total				$8,040,358	$ 67,737	$ 6,188	$ 34,740	$ 11,781	$ 1,750	$ 8,162,553

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Note: Table excludes $375,498 of capitalized costs related to Underlying Assets acquired in 2018 and sold in 2019, of which $372,500 were related to purchase price / down payments and $2,998 to Acquisition Expenses.

1.Offering for Series Interests closed at December 31, 2019 and Underlying Asset owned by applicable Series.

2.At December 31, 2019 owned by RSE Collection, LLC and not by any Series. To be owned by the applicable Series as of the closing of the applicable offering.

3.Series #77LE1 Interests were issued under Rule 506(c) and as such Series #77LE1 has not been broken out as a separate Series in the financial statements but is included in the table above.

F-57

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

F-57

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

7.Members’ Equity:

Members’ equity for the Company and any Series consists of capital contributions from the Manager, or its affiliates, Membership Contributions and the Net Income / (Loss) for the year.

Capital contributions from the Manager are made to cover Operating Expenses (as described in Note B(5) above), such as storage, insurance, transportation and ongoing accounting and legal expenses incurred by the Company or any of the Series, for which the Manager has elected not to be reimbursed.

Members’ equity in Membership Contributions issued in a successful closing of an offering for a particular Series are calculated by taking the amount of membership Interests sold in an offering, net of Brokerage Fee, Custody Fee and Sourcing Fee as shown in the table below. In the case of a particular offering, the Brokerage Fee, the Custody Fee and Sourcing Fee (which may be waived by the Manager) related to the offering are paid from the proceeds of any successfully closed offering. These expenses will not be incurred by the Company or the applicable Series or the Manager, if an offering does not close. At December 31, 2019, the following offerings for Series Interests had closed:

F-58

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

F-58

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

Membership Contribution and Uses at Closing
Applicable Series	Asset	Closing Date	Membership Interests	Brokerage Fee	Sourcing Fee	Custody Fee	Distributions	Total
Series #77LE1	1977 Lotus Esprit S1	4/13/2017	`$77,700`	`$1,049`	`$3,443`	`$-`	`$-`	`$73,208`
Series #69BM1	1969 Boss 302 Mustang	2/7/2018	`115,000`	`778`	`2,986`	`-`	`-`	`111,236`
Series #85FT1	1985 Ferrari Testarossa	2/16/2018	`165,000`	`1,117`	`-`	`-`	`-`	`163,883`
Series #88LJ1	1988 Lamborghini Jalpa	4/12/2018	`135,000`	`914`	`578`	`-`	`-`	`133,508`
Series #55PS1	1955 Porsche Speedster	6/6/2018	`425,000`	`2,869`	`-`	`-`	`-`	`422,131`
Series #93XJ1	1993 Jaguar XJ220	11/6/2018	`495,000`	`3,487`	`-`	`3,713`	`-`	`487,801`
Series #83FB1	1983 Ferrari 512 BBi	9/5/2018	`350,000`	`2,522`	`9,162`	`2,625`	`-`	`335,691`
Series #89PS1	1989 Porsche 911 Speedster	7/31/2018	`165,000`	`470`	`1,771`	`1,238`	`-`	`161,521`
Series #90FM1	1990 Ford Mustang 7Up Edition	7/31/2018	`16,500`	`90`	`464`	`500`	`-`	`15,446`
Series #95BL1	1995 BMW M3 Lightweight	7/12/2018	`118,500`	`870`	`-`	`889`	`-`	`116,742`
Series #98DV1	1998 Dodge Viper GTS-R	10/11/2018	`130,000`	`954`	`2,314`	`975`	`-`	`125,757`
Series #06FS1	2006 Ferrari F430 Spider	10/19/2018	`199,000`	`1,463`	`774`	`1,493`	`195,271`	`-`
Series #02AX1	2002 Acura NSX-T	11/30/2018	`108,000`	`793`	`1,944`	`810`	`-`	`104,452`
Series #99LE1	1999 Lotus Esprit Sport 350	12/4/2018	`69,500`	`510`	`1,770`	`521`	`-`	`66,699`
Series #91MV1	1991 Mitsubishi 3000VT GR4	12/7/2018	`38,000`	`279`	`600`	`500`	`-`	`36,621`
Series #94DV1	1994 Dodge Viper RT/10	12/26/2018	`57,500`	`388`	`1,841`	`500`	`-`	`54,771`
Series #92LD1	1992 Lancia Delta Martini 5 Evo	12/26/2018	`165,000`	`1,114`	`2,219`	`1,238`	`-`	`160,430`
Series #00FM1	2000 Ford Mustang Cobra R	1/4/2019	`49,500`	`364`	`862`	`500`	`47,774`	`-`
Series #72MC1	1972 Mazda Cosmo Sport	1/4/2019	`124,500`	`542`	`2,474`	`934`	`-`	`120,551`
Series #06FG1	2006 Ford GT	1/8/2019	`320,000`	`2,316`	`3,198`	`2,400`	`-`	`312,086`
Series #11BM1	2011 BMW 1M, 6-Speed Manual	1/25/2019	`84,000`	`567`	`517`	`630`	`-`	`82,286`
Series #80LC1	1980 Lamborghini Countach Turbo	2/11/2019	`635,000`	`4,305`	`9,216`	`4,763`	`-`	`616,716`
Series #02BZ1	2002 BMW Z8	2/11/2019	`195,000`	`1,316`	`2,620`	`1,463`	`-`	`189,601`
Series #88BM1	1988 BMW E30 M3	2/25/2019	`141,000`	`952`	`226`	`1,058`	`-`	`138,765`
Series #63CC1	1963 Chevrolet Corvette Split Window	3/18/2019	`126,000`	`916`	`1,553`	`945`	`-`	`122,586`
Series #76PT1	1976 Porsche 911 Turbo Cabrera	3/22/2019	`189,900`	`1,382`	`1,793`	`1,424`	`-`	`185,301`
Series #75RA1	1975 Renault Alpine A110 1300	4/9/2019	`84,000`	`586`	`3,732`	`630`	`-`	`79,052`
Series #65AG1	1965 Alfa Romeo Giulia Sprint Speciale	4/16/2019	`178,500`	`1,272`	`1,903`	`1,339`	`-`	`173,986`
Series #93FS1	1993 Ferrari 348TS Series Speciale	4/22/2019	`137,500`	`1,011`	`1,272`	`1,031`	`-`	`134,186`
Series #90MM1	1990 Mazda Miata	4/26/2019	`26,600`	`196`	`918`	`500`	`-`	`24,986`
Series #61JE1	1961 Jaguar E-Type	4/26/2019	`246,000`	`1,661`	`3,858`	`1,845`	`-`	`238,636`
Series #88PT1	1988 Porsche 944 Turbo S	7/23/2019	`66,000`	`495`	`-`	`500`	`-`	`65,005`
Series #65FM1	1965 Ford Mustang 2+2 Fastback	7/23/2019	`82,500`	`619`	`1,966`	`619`	`-`	`79,297`
Series #94LD1	1994 Lamborghini Diablo SE30 Jota	8/19/2019	`597,500`	`4,481`	`11,251`	`4,481`	`-`	`577,286`
Series #99SS1	1999 Shelby Series 1	9/12/2019	`137,500`	`1,375`	`1,815`	`1,031`	`-`	`133,279`
Series #94FS1	1994 Ferrari 348 Spider	9/18/2019	`145,000`	`1,450`	`669`	`1,088`	`-`	`141,794`
Series #61MG1	1961 Maserati 3500GT	9/30/2019	`340,000`	`2,550`	`4,613`	`2,550`	`-`	`330,287`
Series #92CC1	1992 Chevrolet Corvette ZR1	10/2/2019	`52,500`	`525`	`2,875`	`500`	`-`	`48,600`
Series #89FT1	1989 Ferrari Testarossa	10/11/2019	`180,000`	`1,800`	`-`	`1,350`	`-`	`176,850`
Series #80PN1	1980 Porsche 928	11/6/2019	`48,000`	`480`	`-`	`500`	`-`	`47,020`
Series #89FG2	1989 Ferrari 328 GTS	11/14/2019	`127,500`	`1,275`	`1,719`	`956`	`-`	`123,550`
Series #88LL1	1988 Lamborghini LM002	12/9/2019	`292,000`	`2,920`	`3,115`	`2,190`	`-`	`283,775`
Total			`$7,435,700`	`$55,021`	`$92,030`	`$50,226`	`$243,045`	`$6,995,378`

Note: represents Membership Contributions net of Brokerage Fee, Sourcing Fee and Custody Fee at closing of offering for respective Series.

Note: Series #77LE1 Interests were issued under Rule 506(c) and as such Series #77LE1 has not been broken out as a separate Series in the financial statements but is included in the table above.

Note: Underlying Assets for #06FS1 and #00FM1 were sold and membership distributions to Interest holders were made.

F-59

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

8.Income taxes:

Each existing Series has elected and qualified, and the Company intends that each future Series will elect and qualify, to be taxed as a corporation under the Internal Revenue Code of 1986. 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 Company 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, 2019.

RSE Collection, LLC, as the master series of the Company intends to be taxed as a “partnership” or a “disregarded entity” for federal income tax purposes and will not make any election or take any action that could cause it to be separately treated as an association taxable as a corporation under Subchapter C of the Code.

9.Earnings (loss) / income per membership interest:

Upon completion of an offering, each Series intends to comply with accounting and disclosure requirement of ASC Topic 260, "Earnings per Share." For each Series, earnings (loss) / income per membership interest (“EPMI”) will be computed by dividing net (loss) / income for a particular Series by the weighted average number of outstanding membership Interests in that particular Series during the year.

As of the year ended December 31, 2019, 41 Series, excluding Series #77LE1, had closed offerings vs. 16 during the year ended December 31, 2018 and the (losses) / income per membership Interest for each Series were as follows:

F-60

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

F-60

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Earnings (Loss) Per Membership Interest (EPMI)
			12/31/2019		12/31/2018
Applicable Series	Automobile	Membership Interests	Net (Loss) / Income	EPMI	Net Loss	EPMI
Series #69BM1	1969 Boss 302 Mustang	`2,000`	`(4,471)`	($2.24)	`$(3,473)`	`($1.74)`
Series #85FT1	1985 Ferrari Testarossa	`2,000`	`(5,806)`	(2.90)	`(4,173)`	`(2.09)`
Series #88LJ1	1988 Lamborghini Jalpa	`2,000`	`(6,352)`	(3.18)	`(2,868)`	`(1.43)`
Series #55PS1	1955 Porsche Speedster	`2,000`	`(5,763)`	(2.88)	`(3,678)`	`(1.84)`
Series #95BL1	1995 BMW M3 Lightweight	`2,000`	`(4,41)`	(2.21)	`(1,768)`	`(0.88)`
Series #89PS1	1989 Porsche 911 Speedster	`2,000`	`(4,358)`	(2.18)	`(790)`	`(0.39)`
Series #90FM1	1990 Ford Mustang 7Up Edition	`2,000`	`(4,032)`	(2.02)	`(1,176)`	`(0.59)`
Series #83FB1	1983 Ferrari 512 BBi	`5,000`	`(5,264)`	(1.05)	`(1,831)`	`(0.37)`
Series #98DV1	1998 Dodge Viper GTS-R	`2,000`	`(4,457)`	(2.23)	`(799)`	`(0.40)`
Series #06FS1	2006 Ferrari F430 Spider	`5,000`	`26,702`	5.34	`(879)`	`(0.18)`
Series #93XJ1	1993 Jaguar XJ220	`5,000`	`(2,904)`	(0.58)	`(539)`	`(0.11)`
Series #02AX1	2002 Acura NSX-T	`2,000`	`(3,876)`	(1.94)	`(402)`	`(0.20)`
Series #99LE1	1999 Lotus Esprit Sport 350	`2,000`	`(4,235)`	(2.12)	`(215)`	`(0.11)`
Series #91MV1	1991 Mitsubishi 3000VT GR4	`2,000`	`(4,120)`	(2.06)	`(183)`	`(0.09)`
Series #92LD1	1992 Lancia Delta Martini 5 Evo	`3,000`	`(5,237)`	(1.75)	`(23)`	`(0.01)`
Series #94DV1	1994 Dodge Viper RT/10	`2,000`	`(4,281)`	(2.14)	`(79)`	`(0.04)`
Series #00FM1	2000 Ford Mustang Cobra R	`2,000`	`10,670`	5.34	`-`	`-`
Series #72MC1	1972 Mazda Cosmo Sport	`2,000`	`(4,284)`	(2.14)	`-`	`-`
Series #06FG1	2006 Ford GT	`5,000`	`(4,964)`	(0.99)	`-`	`-`
Series #11BM1	2011 BMW 1M, 6-Speed Manual	`2,000`	`(3,557)`	(1.78)	`-`	`-`
Series #80LC1	1980 Lamborghini Countach Turbo	`5,000`	`(4,217)`	(0.84)	`-`	`-`
Series #02BZ1	2002 BMW Z8	`3,000`	`(4,714)`	(1.57)	`-`	`-`
Series #88BM1	1988 BMW E30 M3	`3,000`	`(3,821)`	(1.27)	`-`	`-`
Series #63CC1	1963 Chevrolet Corvette Split Window	`2,000`	`(3,657)`	(1.83)	`-`	`-`
Series #76PT1	1976 Porsche 911 Turbo Cabrera	`3,000`	`(3,669)`	(1.22)	`-`	`-`
Series #75RA1	1975 Renault Alpine A110 1300	`3,000`	`(3,413)`	(1.14)	`-`	`-`
Series #65AG1	1965 Alfa Romeo Giulia Sprint Speciale	`2,000`	`(3,385)`	(1.69)	`-`	`-`
Series #93FS1	1993 Ferrari 348TS Series Speciale	`2,000`	`(1,530)`	(0.77)	`-`	`-`
Series #90MM1	1990 Mazda Miata	`5,000`	`(1,183)`	(0.24)	`-`	`-`
Series #61JE1	1961 Jaguar E-Type	`3,000`	`(3,048)`	(1.02)	`-`	`-`
Series #88PT1	1988 Porsche 944 Turbo S	`2,200`	`(1,322)`	(0.60)	`-`	`-`
Series #65FM1	1965 Ford Mustang 2+2 Fastback	`2,000`	`(2,697)`	(1.35)	`-`	`-`
Series #94LD1	1994 Lamborghini Diablo SE30 Jota	`5,000`	`(2,597)`	(0.52)	`-`	`-`
Series #99SS1	1999 Shelby Series 1	`1,000`	`(1,612)`	(1.61)	`-`	`-`
Series #94FS1	1994 Ferrari 348 Spider	`2,000`	`(870)`	(0.44)	`-`	`-`
Series #61MG1	1961 Maserati 3500GT	`5,000`	`(1,676)`	(0.34)	`-`	`-`
Series #92CC1	1992 Chevrolet Corvette ZR1	`2,000`	`(643)`	(0.32)	`-`	`-`
Series #89FT1	1989 Ferrari Testarossa	`4,000`	`(1,922)`	(0.48)	`-`	`-`
Series #80PN1	1980 Porsche 928	`5,000`	`(487)`	(0.10)	`-`	`-`
Series #89FG2	1989 Ferrari 328 GTS	`1,700`	`(461)`	(0.27)	`-`	`-`
Series #88LL1	1988 Lamborghini LM002	`2,000`	`(1,378)`	(0.69)	`-`	`-`

F-61

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE C - RELATED PARTY TRANSACTIONS

Series Members

The managing member of the Company is the Manager. The Company will admit additional members to each of its Series through the offerings of membership Interests in each Series. By purchasing an Interest in a Series of Interests, the investor is admitted as a member of the Series and will be bound by the Company's Operating Agreement. Under the Operating Agreement, each investor grants a power of attorney to the Manager. The Operating Agreement provides the Manager with the ability to appoint officers and advisory board members.

Officer and Affiliate Loans

Individual officers and affiliates of the Manager have made loans to the Company to facilitate the purchase of collectible Assets prior to the closing of a Series’ offering. Each of the loans and related interest have been paid by the Company through proceeds of the offering associated with a Series. Once the Series repays the Company and other parties, such as the Manager, the broker of record and the custody broker and their respective affiliates, from the proceeds of a closed offering, the Assets was transferred to the related Series and it is anticipated that no Series will bear the economic effects of any loan made to purchase another Asset.

The table below indicates the timing of the loans made to the Company by officers and affiliates of the Manager and the associated accrued interest and principal payments made at the timing of the respective Series associated with the Underlying Assets originally acquired by the respective loans. For any future Series for which the Company receives a loan to finance the acquisition of the Underlying Asset, the Company intends to repay any such outstanding related-party loans plus accrued interest upon completion of the applicable related offerings.

Related Party Transactions: Officer and Affiliate Loans
Loan	Series	Principal	Accrued Interest	Status	Loan Date	Annual Interest Rate	Offering Closed Date
Loan 1	#77LE1	`$69,400`	`$241`	Repaid from proceeds	10/3/2016	0.66%	4/13/2017
Loan 2	69BM1	`97,395`	`821`	Repaid from proceeds	10/31/2016	0.66%	2/9/2018
Loan 4	#85FT1	`47,500`	`401`	Repaid from proceeds	6/1/2017	1.18%	2/16/2018
Loan 3	#88LJ1	`119,676`	`1,126`	Repaid from proceeds	11/23/2016	0.68%	4/12/2018
Loan 5	#55PS1	`20,000`	`228`	Repaid from proceeds	7/1/2017	1.22%	6/6/2018
Loan 6	#55PS1	`100,000`	`550`	Repaid from proceeds	2/15/2018	1.81%	6/6/2018
Loan 7	#93XJ1	`25,000`	`336`	Repaid from proceeds	3/2/2018	1.96%	11/7/2018
Loan 8	#95BL1	`10,000`	`60`	Repaid from proceeds	3/30/2018	1.96%	7/12/2018
Loan 9	#93XJ1	`145,000`	`4,767`	Repaid from proceeds	3/2/2018	10.00%	7/1/2018
Loan 10	98DV1	`80,000`	`513`	Repaid from proceeds	6/28/2018	2.34%	10/6/2018
Loan 11	#02AX1	`100,000`	`481`	Repaid from proceeds	9/21/2018	2.51%	11/30/2018
Loan 12	#99LE1	`62,100`	`243`	Repaid from proceeds	10/9/2018	2.55%	12/4/2018
Additional		`1,900`	`-`	Repaid additional amount outstanding			6/6/2018
Amounts repaid as of 12/31/2018		`$(877,971)`	`$(9,767)`
Balance 12/31/2018		`$-`	`$-`

Note: $1,900 additional loan not related to a specific Underlying Asset, originally intended for additional Underlying Asset acquisitions, but repaid.

Note: Principal not including $205,000 and accrued interest not including $309 related to the J.J. Best third-party loan.

Note: Series #77LE1 Interests were issued under Rule 506(c) and as such Series #77LE1 has not been broken out as a separate Series in the financial statements but is included in the table above.

As of December 31, 2019, and as of December 31, 2018, no loans to the Company were outstanding to either officers or affiliates of the Manager.

F-62

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

F-62

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE D -DEBT

On April 30, 2019, the Manager and the Company, including an affiliate of the Manager, entered into a $1.5 million revolving line of credit (the “LoC”) with Silicon Valley Bank. The LoC allowed the Manager to draw up to 80% of the value of an Underlying Assets for any asset held on the books of the Company for less than 180 days. Interest rate on any amounts outstanding under the LoC accrued at a floating per annum rate equal to the greater of (i) 0.50% above the Prime Rate (defined as the rate published in the money rates section of The Wall Street Journal) and (ii) 6.0%. Interest expense was paid monthly by the Manager. The Company was also held jointly and severably liable for any amounts outstanding under this LoC. On December 20, 2019, the Manager and the Company cancelled the LoC and repaid $220,000 outstanding under the LoC plus accrued interest of $1,100.

Simultaneous with the cancellation of the LoC, the Manger and the Company, including an affiliate of the Manager, entered into a $2.25 million demand note (the “DM”) with Upper90. The DM allowed the Manager to draw up to 100% of the value of the Underlying Assets for any asset held on the books of the Company. Interest rate on any amounts outstanding under the DM accrued at a fixed per annum rate of 15%. The Company is also held jointly and severably liable for any amounts outstanding under this DM. The Manager expects to replace the DM with permanent financing from Upper90 with similar terms as the DM during the second quarter of 2020.

As of December 31, 2019, $1,560,000 debt plus $7,800 of accrued interest was outstanding under the DM. Of the $1,560,000 outstanding, $995,000 were related to automobile assets and the remainder to assets of the affiliate of the Manager, per the table below:

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`

Note: Series #81AV1, Series #72FG2, Series #95FF1 and Series #03SS1 are Series of Company, the remainder are Series of an affiliate of the Manager.

F-63

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

F-64

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

F-64

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE E - REVENUE, EXPENSE AND COST ALLOCATION METHODOLOGY

Overview of Revenues

As of December 31, 2019, we have not yet generated any revenues directly attributable to the Company or any Series to date. In addition, we do not anticipate the Company or any Series to generate any revenue in excess of costs associated with such revenues until 2021. In early 2019, the Manager of the Company launched its first showroom in New York City and in mid-2019 launched an online shopping experience for merchandise In future, the Manager of the Company plans to roll out additional opportunities for revenue generation including additional showrooms.

Overview of Costs and Expenses

The Company distinguishes costs and expenses between those related to the purchase of a particular Underlying Asset and Operating Expenses related to the management of such Asset assets.

Fees and expenses related to the purchase of an Underlying Asset include Offering Expenses, Acquisition Expenses, Brokerage Fee, Custody Fee and Sourcing Fee.

Within Operating Expenses, the Company distinguishes between Operating Expenses incurred prior to the closing of an offering and those incurred after the closing of an offering. Although these pre- and post- closing Operating Expenses are similar in nature and consist of expenses such as storage, insurance, transportation, marketing and maintenance and professional fees such as ongoing bookkeeping, legal and accounting expenses associated with a Series, pre-closing Operating Expenses are borne by the Manager and are not expected to be reimbursed by the Company or the economic members. Post-closing Operating Expenses are the responsibility of each Series of Interest and may be financed through (i) revenues generated by the Series or cash reserves at the Series or (ii) contributions made by the Manager, for which the Manager does not seek reimbursement or (iii) loans by the Manager, for which the Manager may charge a rate of interest or (iv) issuance of additional Interest in a Series (at the discretion of the Manager).

Allocation Methodology

Allocation of revenues and expenses and costs will be made amongst the various Series in accordance with the Manager's allocation policy. The Manager's allocation policy requires items that are related to a specific Series to be charged to that specific Series. Items not related to a specific Series will be allocated pro rata based upon the value of the underlying Asset assets or the number of Assets, as stated in the Manager’s allocation policy and as determined by the Manager. The Manager may amend its allocation policy in its sole discretion from time to time.

F-64

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE E - REVENUE, EXPENSE AND COST ALLOCATION METHODOLOGY (CONTINUED)

Allocation Methodology or Description by Category

Revenue: Revenues from the anticipated commercialization of the collection of Assets will be allocated amongst the Series whose underlying Assets are part of the commercialization events, based on the value of the underlying Asset assets. No revenues attributable directly to the Company or any Series have been generated during the year ended December 31, 2019.

Offering Expenses: Offering Expenses, other than those related to the overall business of the Manager (as described in Note B(4)) are funded by the Manager and generally reimbursed through the Series proceeds upon the closing of an offering. Offering Expenses are charged to a specific Series.

Acquisition Expenses: Acquisition Expenses (as described in Note B(6)), are typically funded by the Manager, and reimbursed from the Series proceeds upon the closing of an offering. Unless, to the extent that certain Acquisition Expenses are anticipated prior to the closing, but incurred after the closing of an offering, for example registration fees, in which case, additional cash from the proceeds of the offering will be retained on the Series balance sheet to cover such future anticipated Acquisition Expenses after the closing of the offering. Acquisition Expenses incurred are capitalized into the cost of the Underlying Asset on the balance sheet of the Company and subsequently transferred to the Series upon closing of the offering for the Series Interests.

Sourcing Fee / Losses: The Sourcing Fee is paid to the Manager from the Series proceeds upon the close of an offering (see note B(7)) and is charged to the specific Series. Losses incurred related to closed offerings, due to shortfalls between proceeds from closed offerings and costs incurred in relation to these offerings are charged to the specific Series but are reimbursed by the Manager and accounted for as capital contributions to the Series (as described in Note B(6)).

Brokerage Fee: The Brokerage Fee is paid to the Broker of record from the Series proceeds upon the closing of an offering (see note B(7)) and is charged to the specific Series.

Custody Fee: The Custody Fee is paid to the Custodian from the Series proceeds upon the closing of an offering (see note B(7)) and is charged to the specific Series. For the offerings for Series #77LE1, Series #69BM1, Series #85FT1, Series #88LJ1 and Series #55PS1, no custody agreement was in place prior to the close of the offerings, and as such, no Custody Fee was due at the time of closing. Should a Custody Fee become applicable for these offerings at a later date, the costs will be borne by the Manager and the Manager will not be reimbursed. For all subsequent offerings, the Custody Fee will be paid for from the proceeds of the offering.

Operating Expenses: Operating Expenses (as described in Note B(5)), including storage, insurance, maintenance costs, transportation, professional fees and marketing and other Series related Operating Expenses, are expensed as incurred:

oPre-closing Operating Expenses are borne by the Manager and accounted for as capital contributions from the Manager to the Company and are not reimbursed.

oPost-closing Operating Expenses are the responsibility of each individual Series.

oIf not directly charged to the Company or a Series, Operating Expenses are allocated as follows:

Insurance: based on the premium rate allocated by value of the Underlying Assets

Storage and transportation: based on the number of Underlying Assets

Professional fees: $100 per Series per month



F-65

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE F - FREE CASH FLOW DISTRIBUTIONS AND MANAGEMENT FEES

Any available Free Cash Flow of a Series of Interests shall be applied in the following order of priority, at the discretion of the Manager:

i)Repayment of any amounts outstanding under Operating Expenses Reimbursement Obligations.

ii)Thereafter, reserves may be created to meet future Operating Expenses for a particular Series.

iii)Thereafter, at least 50% of Free Cash Flow (net of corporate income taxes applicable to such Series of Interests) may be distributed as dividends to interest holders of a particular Series.

iv)The Manager may receive up to 50% of Free Cash Flow in the form of a management fee, which is accounted for as an expense to the statement of operations of a particular Series.

“Free Cash Flow” is defined as net income (as determined under GAAP) generated by any Series of Interests plus any change in net working capital and depreciation and amortization (and any other non-cash Operating Expenses) and less any capital expenditures related to the relevant Series.

As of December 31, 2019, and December 31, 2018, no distributions of Free Cash Flow or management fees were paid by the Company or in respect of any Series. The Company did make distributions to interest holders related to sale of Underlying Assets as described in “Asset Dispositions” in “Note A - Description Of Organization and Business Operations”.

NOTE G - INCOME TAX

As of December 31, 2019, and 2018, each individual Series has elected to be treated as a corporation for tax purposes.

No provision for income taxes for the years ended December 31, 2019 and 2018, respectively, has been recorded for any individual Series as all individual Series incurred net losses, except as detailed below. Each individual Series records a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets primarily resulting from net operating losses will not be realized. The Company’s net deferred tax assets at December 31, 2019 and 2018 are fully offset by a valuation allowance (other than for Series #00FM1, #06FS1 and 2003 Porsche 911 GT2 as described below), and therefore, no tax benefit applicable to the loss for each individual Series for the years ended December 31, 2019 and 2018 has been recognized. Losses incurred after January 1, 2018 do not expire for federal income tax purposes.

Series #00FM1 and #06FS1 have sold their primary operating asset in the year ended December 31, 2019 and in addition the Company sold the Underlying Asset 2003 Porsche 911 GT2 prior to the launch of an offering for such Underlying Asset and at the time of the sale the asset was still on the books of the Company and any tax implications of the sale accrue to the members of the Company as it is considered a partnership for tax purposes (see Note A). As a result, the Company has recorded a provision for income taxes using an effective tax rate as shown below:

Provision for income taxes
Series #	#06FS1	#00FM1
Income before provision for income taxes	`34,714`	`14,438`
Reversal of valuation allowance	`(2,145)`	`(1,057)`
Taxed at federal and state statutory rates	`21%`	`21%`
Provision for income taxes	`$6,746`	`$2,711`

Reconciliation of the benefit expense for income taxes from continuing operations recorded in the consolidated statements of operations with the amounts computed at the statutory federal tax rates is shown below. RSE Collection has elected to be treated as a partnership; thus, for the years ended December 31, 2019 and 2018 the only tax affected components of deferred tax assets and deferred tax liabilities related to closed Series.

F-66

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE G - INCOME TAX (CONTINUED)

Federal Tax Benefit at Statutory Rate for the Year Ended December 31, 2019:

Applicable Series	Federal Tax Benefit at Statutory Rate	Change in Valuation Allowance	Benefit for Income Taxes
Series #77LE1	`$(903)`	`$903`	`$-`
Series #69BM1	`(939)`	`939`	`-`
Series #85FT1	`(1,219)`	`1,219`	`-`
Series #88LJ1	`(1,334)`	`1,334`	`-`
Series #55PS1	`(1,210)`	`1,210`	`-`
Series #95BL1	`(928)`	`928`	`-`
Series #89PS1	`(915)`	`915`	`-`
Series #90FM1	`(847)`	`847`	`-`
Series #83FB1	`(1,105)`	`1,105`	`-`
Series #98DV1	`(936)`	`936`	`-`
Series #93XJ1	`(610)`	`610`	`-`
Series #02AX1	`(814)`	`814`	`-`
Series #99LE1	`(889)`	`889`	`-`
Series #91MV1	`(865)`	`865`	`-`
Series #92LD1	`(1,100)`	`1,100`	`-`
Series #94DV1	`(899)`	`899`	`-`
Series #72MC1	`(900)`	`900`	`-`
Series #06FG1	`(1,042)`	`1,042`	`-`
Series #11BM1	`(748)`	`748`	`-`
Series #80LC1	`(886)`	`886`	`-`
Series #02BZ1	`(990)`	`990`	`-`
Series #88BM1	`(803)`	`803`	`-`
Series #63CC1	`(768)`	`768`	`-`
Series #76PT1	`(770)`	`770`	`-`
Series #75RA1	`(717)`	`717`	`-`
Series #65AG1	`(711)`	`711`	`-`
Series #93FS1	`(321)`	`321`	`-`
Series #90MM1	`(248)`	`248`	`-`
Series #61JE1	`(640)`	`640`	`-`
Series #88PT1	`(277)`	`277`	`-`
Series #65FM1	`(566)`	`566`	`-`
Series #94LD1	`(545)`	`545`	`-`
Series #99SS1	`(339)`	`339`	`-`
Series #94FS1	`(183)`	`183`	`-`
Series #61MG1	`(352)`	`352`	`-`
Series #92CC1	`(135)`	`135`	`-`
Series #89FT1	`(404)`	`404`	`-`
Series #80PN1	`(102)`	`102`	`-`
Series #89FG2	`(97)`	`97`	`-`
Series #88LL1	`(289)`	`289`	`-`
Total	`$(28,345)`	`$28,345`	`-`

Note: Series #77LE1 has not been broken out as a separate Series but is included in the table above.

F-67

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

F-67

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE G - INCOME TAX (CONTINUED)

Federal Tax Benefit at Statutory Rate for the Year Ended December 31, 2018:

Applicable Series	Federal Tax Benefit at Statutory Rate	Change in Valuation Allowance	Benefit for Income Taxes
Series #77LE1	$ (778)	$ 778	$ -
Series #69BM1	(729)	729	-
Series #85FT1	(876)	876	-
Series #88LJ1	(602)	602	-
Series #55PS1	(772)	772	-
Series #95BL1	(371)	371	-
Series #89PS1	(166)	166	-
Series #90FM1	(247)	247	-
Series #83FB1	(385)	385	-
Series #98DV1	(168)	168	-
Series #06FS1	(185)	185	-
Series #93XJ1	(113)	113	-
Series #02AX1	(85)	85	-
Series #99LE1	(45)	45	-
Series #91MV1	(38)	38	-
Series #92LD1	(5)	5	-
Series #94DV1	(17)	17	-
Total	$ (5,582)	$ 5,582	-

Note: Series #77LE1 has not been broken out as a separate Series but is included in the table above.

F-68

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE G - INCOME TAX (CONTINUED)

Tax affected components of deferred tax assets and deferred tax liabilities at December 31, 2019, consisting of net operating losses, were as follows:

Applicable Series	Federal Loss Carry-forward	Valuation Allowance	Net Deferred Tax Asset
Series #77LE1	`$(2,336)`	`$2,336`	`$-`
Series #69BM1	`(1,668)`	`1,668`	`-`
Series #85FT1	`(2,096)`	`2,096`	`-`
Series #88LJ1	`(1,936)`	`1,936`	`-`
Series #55PS1	`(1,982)`	`1,982`	`-`
Series #95BL1	`(1,300)`	`1,300`	`-`
Series #89PS1	`(1,081)`	`1,081`	`-`
Series #90FM1	`(1,094)`	`1,094`	`-`
Series #83FB1	`(1,490)`	`1,490`	`-`
Series #98DV1	`(1,104)`	`1,104`	`-`
Series #93XJ1	`(723)`	`723`	`-`
Series #02AX1	`(899)`	`899`	`-`
Series #99LE1	`(934)`	`934`	`-`
Series #91MV1	`(904)`	`904`	`-`
Series #92LD1	`(1,105)`	`1,105`	`-`
Series #94DV1	`(916)`	`916`	`-`
Series #72MC1	`(900)`	`900`	`-`
Series #06FG1	`(1,042)`	`1,042`	`-`
Series #11BM1	`(747)`	`747`	`-`
Series #80LC1	`(886)`	`886`	`-`
Series #02BZ1	`(990)`	`990`	`-`
Series #88BM1	`(803)`	`803`	`-`
Series #63CC1	`(768)`	`768`	`-`
Series #76PT1	`(770)`	`770`	`-`
Series #75RA1	`(717)`	`717`	`-`
Series #65AG1	`(711)`	`711`	`-`
Series #93FS1	`(321)`	`321`	`-`
Series #90MM1	`(248)`	`248`	`-`
Series #61JE1	`(640)`	`640`	`-`
Series #88PT1	`(277)`	`277`	`-`
Series #65FM1	`(566)`	`566`	`-`
Series #94LD1	`(545)`	`545`	`-`
Series #99SS1	`(339)`	`339`	`-`
Series #94FS1	`(183)`	`183`	`-`
Series #61MG1	`(352)`	`352`	`-`
Series #92CC1	`(135)`	`135`	`-`
Series #89FT1	`(404)`	`404`	`-`
Series #80PN1	`(102)`	`102`	`-`
Series #89FG2	`(97)`	`97`	`-`
Series #88LL1	`(286)`	`286`	`-`
Total	`$(34,400)`	`$34,400`	`-`

Note: Series #77LE1 has not been broken out as a separate Series but is included in the table above.

F-69

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE G - INCOME TAX (CONTINUED)

Tax affected components of deferred tax assets and deferred tax liabilities at December 31, 2018, consisting of net operating losses, were as follows:

Applicable Series	Federal Loss Carry-forward	Valuation Allowance	Net Deferred Tax Asset
Series #77LE1	`$(1,433)`	`$1,433`	`$-`
Series #69BM1	`(729)`	`729`	`-`
Series #85FT1	`(876)`	`876`	`-`
Series #88LJ1	`(602)`	`602`	`-`
Series #55PS1	`(772)`	`772`	`-`
Series #95BL1	`(371)`	`371`	`-`
Series #89PS1	`(166)`	`166`	`-`
Series #90FM1	`(247)`	`247`	`-`
Series #83FB1	`(385)`	`385`	`-`
Series #98DV1	`(168)`	`168`	`-`
Series #06FS1	`(185)`	`185`
Series #93XJ1	`(113)`	`113`	`-`
Series #02AX1	`(85)`	`85`	`-`
Series #99LE1	`(45)`	`45`	`-`
Series #91MV1	`(38)`	`38`	`-`
Series #92LD1	`(5)`	`5`	`-`
Series #94DV1	`(17)`	`17`	`-`
Total	`$(6,237)`	`$6,237`	`$-`

Note: Series #77LE1 has not been broken out as a separate Series but is included in the table above.

Based on consideration of the available evidence including historical losses a valuation allowance has been recognized to offset deferred tax assets, as management was unable to conclude that realization of deferred tax assets were more likely than not.

NOTE H - CONTINGENCIES

COVID-19

The extent of the impact and effects of the recent outbreak of the coronavirus (COVID‐19) on the operation and financial performance of our business are unknown. However, the Company does not expect that the outbreak will have a material adverse effect on our business or financial results at this time.

F-70

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

F-70

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE I - SUBSEQUENT EVENTS

Subsequent Offerings

The Company expects to launch and close additional offerings throughout the remainder of the year and beyond.

Asset Disposition

On January 31, 2020, the Company received an unsolicited offer for the 1990 Mercedes 190E 2.5-16 Evo II, for $235,000 vs. the initial purchase price of $251,992 for a loss on sale of $27,766, net of $10,773 of capitalized acquisition expenses. Per the terms of the Company's Operating Agreement, the Company, together with the Company's advisory board has evaluated the offer and has determined that it is in the interest of the Company to sell the 1990 Mercedes 190E 2.5-16 Evo II. In evaluating the offer, the Company took into account current market conditions and the amount of cash that would be liberated from the sale of the 1990 Mercedes 190E 2.5-16 Evo II. The purchase and sale agreement was executed on February 3, 2020. At the time of the sale, no offering for a Series related to the 1990 Mercedes 190E 2.5-16 Evo II had occurred. As such the Underlying Asset was not yet owned by any Series and no interest holders received any distributions.

F-71

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

F-71

NOTE J - RESTATEMENT

During the year ended December 31, 2018, the Company incorrectly included the non-cash membership interests issued as part of the total consideration issued by the Company to the sellers of Series #89PS1 and Series #90FM1, in the statements of cash flows, for each of these two individual Series and in the consolidated statement of the Company. As a result, the Cash Flows from Investing Activities and Cash Flows from Financing Activities for these two Series and the consolidated amounts have been restated to appropriately reflect the amount of cash consideration that was (i) paid for the specific assets and recorded as “Investment in classic automobiles” in Cash Flows from Investing Activities, and (ii) received by the Series through the offering of membership interests and recorded as Proceeds from Sale of Membership Interest in Cash Flows from Financing Activities. The error had no effect on the consolidated balance sheets, consolidated statements of operations, and consolidated statements of members’ equity (deficit).

The specific adjustments related to each Series and the total consolidated amounts of the Company in the Statement of Cash Flows follows:

	Series #89PS1
	As Originally Filed	Adjustment	As Restated
Cash flows from investing activities:
Investment in classic automobiles	$ (160,000)	$ 99,000	$ (61,000)
Net cash used in investing activities	$ (160,000)	$ 99,000	$ (61,000)

Cash flows from financing activities:
Proceeds from sale of membership interests	$ 161,521	$ (99,000)	$ 62,521
Net cash provided by financing activities	$ 161,521	$ (99,000)	$ 62,521

	Series #90FM1
	As Originally Filed	Adjustment	As Restated
Cash flows from investing activities:
Investment in classic automobiles	$ (14,500)	$ 4,125	$ (10,375)
Net cash used in investing activities	$ (14,500)	$ 4,125	$ (10,375)

Cash flows from financing activities:
Proceeds from sale of membership interests	$ 15,446	$ (4,125)	$ 11,321
Net cash provided by financing activities	$ 15,446	$ (4,125)	$ 11,321

	Consolidated
	As Originally Filed	Adjustment	As Restated
Cash flows from investing activities:
Investment in classic automobiles	$ (4,150,187)	$ 103,125	$(4,047,062)
Net cash used in investing activities	$ (4,856,619)	$ 103,125	$(4,753,494)

Cash flows from financing activities:
Proceeds from sale of membership interests	$ 2,691,960	$ (103,125)	$ 2,588,835
Net cash provided by financing activities	$ 4,914,409	$ (103,125)	$ 4,811,284

EXHIBIT INDEX

Exhibit 2.1 – Certificate of Formation (1)

Exhibit 2.2 – Third Amended and Restated Operating Agreement (3)

Exhibit 2.3 – First Amendment to the Third Amended and Restated Limited Liability Company Agreement (5)

Exhibit 2.4 – Second Amendment to the Third Amended and Restated Limited Liability Company Agreement (6)

Exhibit 2.5 – Third Amendment to the Third Amended and Restated Limited Liability Company Agreement (7)

Exhibit 2.6 – Fourth Amendment to the Third Amended and Restated Limited Liability Company Agreement (8)

Exhibit 3.1 – Standard Form of Series Designation (6)

Exhibit 4.1 – Amended and Restated Standard Form of Subscription Agreement (8)

Exhibit 6.1 – Standard Form of Asset Management Agreement (4)

Exhibit 6.2 – Broker of Record Agreement (5)

Exhibit 6.3 - Upper90 Secured Demand Promissory Term Note (9)

Exhibit 8.1 – Amended and Restated Subscription Escrow Agreement (5)

Exhibit 8.2 - Custodian Agreement with DriveWealth, LLC (9)

Exhibit 11.1 – Consent of EisnerAmper LLP

Exhibit 12.1 – Opinion of Duane Morris LLP

Exhibit 13.1 – Testing the Waters Materials for Series #69BM1 (1)

Exhibit 15.1 – Draft Offering Statement previously submitted pursuant to Rule 252(d) (2)

(1)Previously filed as an Exhibit to the Company’s Form 1-A filed with the Commission on June 30, 2017

(2)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on July 13, 2017

(3)Previously filed as an Exhibit to Amendment 13 to the Company’s Form 1-A POS filed with the Commission on February 25, 2019

(4)Previously filed as an Exhibit to Amendment 14 to the Company’s Form 1-A POS filed with the Commission on May 3, 2019

(5)Previously filed as an Exhibit to Form 1-U filed with the Commission on June 12, 2019

(6)Previously filed as an Exhibit to Amendment 15 to the Company’s Form 1-A POS filed with the Commission on July 8, 2019

(7)Previously filed as an Exhibit to Amendment 16 to the Company’s Form 1-A POS filed with the Commission on August 29, 2019

(8)Previously filed as an Exhibit to Amendment 18 to the Company’s Form 1-A POS filed with the Commission on October 11, 2019

(9)Previously filed as an Exhibit to the Company’s Form 1-K filed with the Commission on April 29, 2020

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RSE COLLECTION, LLC

By: RSE Markets, Inc., its managing member

By: /s/ Christopher Bruno

Name: Christopher Bruno

Title: President

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

Signature	Title	Date

/s/ Christopher Bruno Name: Christopher Bruno	President of RSE Markets, Inc. (Principal Executive Officer)	June 19, 2020


/s/ Maximilian F. Niederste-Ostholt Name: Maximilian F. Niederste-Ostholt	Chief Financial Officer of RSE Markets, Inc. (Principal Financial Officer)	June 19, 2020
RSE MARKETS, INC. By: /s/ Christopher Bruno Name: Christopher Bruno Title: President	Managing Member	June 19, 2020

EXHIBIT 11.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion in this Post-Qualification Offering Circular Amendment No. 21 to this Regulation A Offering Statement (Form 1-A) of RSE Collection, LLC to be filed on or about June 19, 2020 of our report dated April 29, 2020, on our audits of the Company and each listed Series' financial statements as of December 31, 2019 and 2018 and for each of the years then ended. Our report includes an explanatory paragraph about the existence of substantial doubt concerning the Company and each listed Series’ ability to continue as a going concern.

/s/ EisnerAmper LLP

EISNERAMPER LLP

New York, New York

June 19, 2020

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www.duanemorris.com

June 19, 2020

RSE Collection, LLC
c/o RSE Markets, Inc.

250 Lafayette Street

2nd Floor

New York, NY 10012

Re:RSE Collection, LLC (the “Company”) Offering Statement on Form 1-A, as amended by the Post-Qualification Offering Circular Amendment No. 21 (together, the “Offering Statement”)

Ladies and Gentlemen:

We have acted as special counsel to the Company, a Delaware series limited liability company, in connection with the filing of the Offering Statement under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) relating to the proposed offer and sale by the Company of membership interests (the “Interests”) in each of the applicable series of the Company as set forth in Schedule 1 hereto (each, an “Offering”).

For purposes of rendering this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of:

1.the Certificate of Formation of the Company, filed with the Secretary of State of the State of Delaware on August 24, 2016;

2.the Third Amended and Restated Limited Liability Company Agreement of the Company dated as of February 24, 2019, as amended by the First Amendment to the Third Amended and Restated Limited Liability Company Agreement of the Company dated as of June 11, 2019, the Second Amendment to the Third Amended and Restated Limited Liability Company Agreement of the Company dated as of June 28, 2019, the Third Amendment to the Third Amended and Restated Limited Liability Company Agreement of the Company dated as of August 28, 2019, and the Fourth Amendment to the

Duane Morris llp A DELAWARE LIMITED LIABILITY PARTNERSHIPGREGORY R. HAWORTH, RESIDENT PARTNER

one riverfront plaza, 1037 raymond blvd., SUITE 1800 PHONE: +1 973 424 2000 FAX: +1 973 424 2001

NEWARK, NJ 07102-5429

DuaneMorris

RSE Collection, LLC

June 19, 2020

Page 2

Third Amended and Restated Limited Liability Company Agreement of the Company dated as of October 11, 2019 (collectively, the “Operating Agreement”); and

3.resolutions of the manager of the Company and the Board of Directors of the manager of the Company, with respect to the Offering.

We have also examined the Offering Statement, forms of subscription agreement and series designation filed with the Commission and such other certificates of public officials, such certificates of executive officers of the Company and such other records, agreements, documents and instruments as we have deemed relevant and necessary as a basis for the opinion hereafter set forth.

In such examination, we have assumed: (i) the genuineness of all signatures, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as certified, conformed or other copies and the authenticity of the originals of such documents, (v) that all records and other information made available to us by the Company on which we have relied are complete in all material respects, (vi) that the statements of the Company contained in the Offering Statement are true and correct as to all factual matters stated therein, (vii) that the Offering Statement will be and remain qualified under the Securities Act, and (viii) that the Company will receive the required consideration for the issuance of such Interests at or prior to the issuance thereof. As to all questions of fact material to this opinion, we have relied solely upon the above-referenced certificates or comparable documents and other documents delivered pursuant thereto, have not performed or had performed any independent research of public records and have assumed that certificates of or other comparable documents from public officials dated prior to the date hereof remain accurate as of the date hereof.

Members of our firm involved in the preparation of this opinion are licensed to practice law in the State of New York and we do not purport to be experts on, or to express any opinion herein concerning, the laws of any jurisdiction other than the laws of the State of New York, the federal law of the United States, and the Delaware Limited Liability Company Act (the “Delaware Act”).

Our opinions below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, usury, fraudulent conveyance or similar laws affecting the rights of creditors generally, and (ii) by general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity.

Based upon and subject to the foregoing, and the other qualifications and limitations contained herein, we are of the opinion that the Interests have been authorized by all necessary series limited liability company action of the Company and, when issued and sold in accordance with the terms set forth in the Operating Agreement, applicable series designation and applicable subscription agreement against payment therefor in the manner contemplated in the Offering Statement, will be legally issued under the Delaware Act.

The opinion expressed herein is rendered as of the date hereof and is based on existing law, which is subject to change. Where our opinion expressed herein refers to events to occur at a future date, we have assumed that there will have been no changes in the relevant law or facts between the date hereof and such future date. We do not undertake to advise you of any changes in the opinion expressed herein from matters

DuaneMorris

RSE Collection, LLC

June 19, 2020

Page 3

that may hereafter arise or be brought to our attention or to revise or supplement such opinion should the present laws of any jurisdiction be changed by legislative action, judicial decision or otherwise.

Our opinion expressed herein is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated.

We hereby consent to the use of this letter as an exhibit to the Offering Statement and to any and all references to our firm in the prospectus that is a part of the Offering Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission.

Very truly yours,

/s/ Duane Morris LLP

Duane Morris LLP

DuaneMorris

RSE Collection, LLC

June 19, 2020

Page 4

SCHEDULE 1

Series	Maximum Membership Interests	Maximum Offering Size
#99SS1	1,000	$137,500
#94FS1	2,000	$145,000
#92CC1	2,000	$52,500
#89FT1	4,000	$180,000
#80PN1	5,000	$48,000
#89FG2	2,000	$150,000
#88LL1	2,000	$292,000
#03SS1	3,000	$375,000
#72FG2	3,000	$295,000
#95FF1	2,000	$120,000
#55MG1	1,000	$1,250,000
#65PT1	2,000	$135,000
#73FD1	2,000	$285,000
#76FG1	5,000	$185,000
#89NG1	3,000	$80,000
#90FF1	3,000	$1,230,000
#95BE1	5,000	$850,000
#67FG1	3,000	$625,000
#67CC1	2,000	$200,000
#91GS1	5,500	$43,450
#67FS1	4,000	$195,000
#72PT1	2,000	$220,000
#08TR1	5,000	$100,000
#63PT1	2,200	$154,000
#55MS1	2,200	$214,500
#67MS1	2,000	$160,000
#99FF1	2,200	$137,500
#69PN1	5,000	$95,000
#90FT1	2,000	$82,500
#91JX1	5,000	$1,550,000
#72FG1	5,476	$345,000
#99FG1	2,200	$145,750
#91DP1	5,000	$397,500
#89FG1	4,000	$110,000
#66AV1	3,000	$485,000

DuaneMorris

RSE Collection, LLC

June 19, 2020

Page 5

#99LD1	2,000	$345,000
#64AD1	5,000	$945,000
#95FM1	2,000	$460,000
#61JC1	3,000	$195,000
#94BE1	5,000	$1,000,000
#79PT1	2,000	$155,000
#68CC1	2,000	$135,000
#78MM1	1,000	$97,500
#81DD1	3,000	$72,000
#98AX1	1,000	$110,000
#08MS1	3,000	$320,000
#11FG1	4,000	$570,000
#06FG2	4,000	$390,000
#74AM1	5,000	$78,000
#74PN1	4,000	$82,000
#74AV1	2,000	$55,000
#93MR1	2,000	$59,500
#91AX1	3,000	$150,000
#71DZ1	4,000	$120,000
#84PN1	4,000	$37,000
#82AV1	5,000	$297,500
#69CC1	3,000	$165,000
#64VP1	3,000	$48,000
#93PN1	2,000	$92,000
#74DP1	4,000	$168,000
#93FM1	5,000	$42,500
#63VK1	3,000	$45,000

Issuer CIK	0001688804
Issuer CCC	XXXXXXXX
DOS File Number
Offering File Number	024-10717
Is this a LIVE or TEST Filing?	☒ LIVE ☐ TEST
Would you like a Return Copy?	☒
Notify via Filing Website only?	☐
Since Last Filing?	☐

Exact name of issuer as specified in the issuer's charter	RSE Collection, LLC
Jurisdiction of Incorporation / Organization	DELAWARE
Year of Incorporation	2016
CIK	0001688804
Primary Standard Industrial Classification Code	MOTOR VEHICLES & PASSENGER CAR BODIES
I.R.S. Employer Identification Number	37-1835270
Total number of full-time employees	0
Total number of part-time employees	0

Address 1	250 LAFAYETTE STREET
Address 2	2ND FLOOR
City	NEW YORK
State/Country	NEW YORK
Mailing Zip/ Postal Code	10012
Phone	3479528058

Name	Max Niederste-Ostholt
Address 1
Address 2
City
State/Country
Mailing Zip/ Postal Code
Phone

Cash and Cash Equivalents	$ 118518.00
Investment Securities	$ 0.00
Total Investments	$
Accounts and Notes Receivable	$ 0.00
Loans	$
Property, Plant and Equipment (PP&E):	$ 8162553.00
Property and Equipment	$
Total Assets	$ 8281071.00
Accounts Payable and Accrued Liabilities	$ 26209.00
Policy Liabilities and Accruals	$
Deposits	$
Long Term Debt	$ 1280839.00
Total Liabilities	$ 1307048.00
Total Stockholders' Equity	$ 6974022.00
Total Liabilities and Equity	$ 8281071.00

1-A: Filer Information

Submission Contact Information

1-A: Item 1. Issuer Information

Issuer Infomation

Contact Infomation

Address of Principal Executive Offices

Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.

Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.

Financial Statements

Balance Sheet Information

Statement of Comprehensive Income Information

Outstanding Securities

Common Equity

Common Equity

Common Equity

Common Equity

Common Equity

Common Equity

Common Equity

Common Equity

Common Equity

Common Equity

Preferred Equity

Debt Securities

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

1-A: Item 3. Application of Rule 262

Application Rule 262

1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings

Summary Infomation

Anticipated fees in connection with this offering and names of service providers

1-A: Item 5. Jurisdictions in Which Securities are to be Offered

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in which the issuer intends to offer the securities

Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box

1-A: Item 6. Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued

Unregistered Securities Act

Total Revenues	$ 0.00
Total Interest Income	$
Costs and Expenses Applicable to Revenues	$ 186736.00
Total Interest Expenses	$
Depreciation and Amortization	$ 0.00
Net Income	$ -174602.00
Earnings Per Share - Basic	$ 0.00
Earnings Per Share - Diluted	$ 0.00

Name of Class (if any) Common Equity	Series #77LE1
Common Equity Units Outstanding	2000
Common Equity CUSIP (if any):	0
Common Equity Units Name of Trading Center or Quotation Medium (if any)	None

Name of Class (if any) Common Equity	#98DV1
Common Equity Units Outstanding	2000
Common Equity CUSIP (if any):	0
Common Equity Units Name of Trading Center or Quotation Medium (if any)	None

Preferred Equity Name of Class (if any)
Preferred Equity Units Outstanding	0
Preferred Equity CUSIP (if any)
Preferred Equity Name of Trading Center or Quotation Medium (if any)

Debt Securities Name of Class (if any)
Debt Securities Units Outstanding	0
Debt Securities CUSIP (if any):
Debt Securities Name of Trading Center or Quotation Medium (if any)

Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering	☐ Tier1 ☒ Tier2
Check the appropriate box to indicate whether the financial statements have been audited	☐ Unaudited ☒ Audited

Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)?	☒ Yes ☐ No
Does the issuer intend this offering to last more than one year?	☒ Yes ☐ No
Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)?	☐ Yes ☒ No
Will the issuer be conducting a best efforts offering?	☒ Yes ☐ No
Has the issuer used solicitation of interest communications in connection with the proposed offering?	☒ Yes ☐ No
Does the proposed offering involve the resale of securities by affiliates of the issuer?	☐ Yes ☒ No
Number of securities offered	36000
Number of securities of that class outstanding	0

Price per security	$ 32.3600
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer	$ 1165000.00
The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders	$ 0.00
The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement	$ 0.00
The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement	$ 0.00
Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs)	$ 1165000.00

Underwriters - Name of Service Provider		Underwriters - Fees	$
Sales Commissions - Name of Service Provider		Sales Commissions - Fee	$
Finders' Fees - Name of Service Provider		Finders' Fees - Fees	$
Audit - Name of Service Provider	EisnerAmper LLP	Audit - Fees	$ 0.00
Legal - Name of Service Provider	Duane Morris LLP	Legal - Fees	$ 0.00
Promoters - Name of Service Provider	Dalmore Group, LLC	Promoters - Fees	$ 11650.00
Blue Sky Compliance - Name of Service Provider		Blue Sky Compliance - Fees	$

CRD Number of any broker or dealer listed:	136352
Estimated net proceeds to the issuer	$ 1153350.00
Clarification of responses (if necessary)

None	☒
Same as the jurisdictions in which the issuer intends to offer the securities	☐
Selected States and Jurisdictions

(a)Name of such issuer	RSE Collection, LLC
(b)(1) Title of securities issued	Series #77LE1, a series of RSE Collection, LLC
(2) Total Amount of such securities issued	2000
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.	0
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.	Aggregate amount: $77,700 Basis of Computing: 2000 LLC Interests at $38.85 per Interest
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).