| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company
have been prepared without audit in accordance with generally accepted accounting principles in the United States of America ("GAAP")
and are presented in US dollars. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for
the six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ended December
31, 2020. These unaudited interim condensed consolidated
financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained
in the Company's annual report on Form 10-K for the year ended December 31, 2019. Accounting Basis The Company uses the accrual basis of accounting
and GAAP. The Company has adopted a calendar year end. Segment Reporting The Financial Accounting Standards Board
("FASB") Accounting Standard Codification ("ASC") Topic 280, Segment Reporting, requires that an enterprise
report selected information about reportable segments in its financial reports issued to its stockholders. Beginning with the second
quarter of 2019, the Company changed its operating and reportable segments from one segment to two segments: the Retail and Appliances
Segment, which is operated by Goedeker, and the Land Management Segment, which is operated by Neese. The Retail and Appliances Segment is comprised of a retail
store and an e-commerce destination for home furnishings, including appliances, furniture, home goods and related products, based
in St. Louis, Missouri. In May 2020, the Company's acquisition located in Santa Rosa, California, provides a wide variety
of appliance services including sales, delivery, installation, service and repair, extended warranties, and financing to the North
Bay area. The Land Management Services Segment is
comprised of professional services for waste disposal and a variety of agricultural services, wholesaling of agricultural equipment
and parts, local trucking services, various shop services, and sales of other products and services, based in Grand Junction, Iowa. The Company provides general corporate
services to its segments; however, these services are not considered when making operating decisions and assessing segment performance.
These services are reported under "Holding Company" below and these include costs associated with executive management,
financing activities and public company compliance. Cash and Cash Equivalents The Company considers all highly liquid
investments with the original maturities of three months or less to be cash equivalents. Use of Estimates The preparation of financial statements
in conformity with 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 revenue
and expenses during the reporting period. Actual results could differ from those estimates. Reclassifications Certain Statements of Operations reclassifications
have been made in the presentation of the Company's prior financial statements and accompanying notes to conform to the presentation
as of and for the three and six months ended June 30, 2020. The Company reclassified certain operating expense accounts in the
Consolidated Statement of Operations. The reclassification had no impact on financial position, net income, or shareholder's
equity. Revenue Recognition and Cost of Revenue On January 1, 2018, the Company adopted
Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue Recognition Retail and Appliances Segment Goedeker Goedeker collects the full sales price
from the customer at the time the order is placed. Goedeker does not incur incremental costs obtaining purchase orders from customers,
however, if it did, because all of Goedeker's contracts are less than a year in duration, any contract costs incurred would
be expensed rather than capitalized. The revenue that Goedeker recognizes arises
from orders it receives from its customers. Goedeker's performance obligations under the customer orders correspond to each
sale of merchandise that it makes to customers under the purchase orders; as a result, each purchase order generally contains only
one performance obligation based on the merchandise sale to be completed. Control of the delivery transfers to customers
when the customer can direct the use of, and obtain substantially all the benefits from, Goedeker's products, which generally
occurs when the customer assumes the risk of loss. The risk of loss shifts to the customer at different times depending on
the method of delivery. Goedeker delivers products to its customers in three possible ways. The first way is through a shipment
of the products through a third-party carrier from Goedeker's warehouse to the customer (a "Company Shipment").
The second way is through a shipment of the products through a third-party carrier from a warehouse other than Goedeker's
warehouse to the customer (a "Drop Shipment") and the third way is where Goedeker itself delivers the products to the
customer and often also installs the product (a "Local Delivery"). In the case of a Local Delivery, Goedeker loads
the product on to its own truck and delivers and installs the product at the customer's location. When a product is delivered
through a Local Delivery, risk of loss passes to the customer at the time of installation and revenue is recognized upon installation
at the customer's location. In the case of a Company Shipment and a Drop Shipment, the delivery to the customer is made free
on board, or FOB, shipping point (whether from Goedeker's warehouse or a third party's warehouse). Therefore, risk
of loss and title transfers to the customer once the products are shipped (i.e., leaves the Goedeker's warehouse or a third-party's
warehouse). After shipment and prior to delivery, the customer is able to redirect the product to a different destination, which
demonstrates the customer's control over the product once shipped. Once the risk of loss has shifted to the customer, Goedeker
has satisfied its performance obligation and recognizes revenue. Goedeker agrees with customers on the selling
price of each transaction. This transaction price is generally based on the agreed upon sales price. In Goedeker's contracts
with customers, it allocates the entire transaction price to the sales price, which is the basis for the determination of the relative
standalone selling price allocated to each performance obligation. Any sales tax, value added tax, and other tax Goedeker collects
concurrently with revenue-producing activities are excluded from revenue. If Goedeker continued to apply legacy revenue
recognition guidance for the three and six months ended June 30, 2020 and 2019, revenues, gross margin, and net loss would not
have changed. Cost of revenue includes the cost of purchased
merchandise plus the cost of shipping merchandise and where applicable installation, net of promotional rebates and other incentives
received from vendors. Substantially all Goedeker's sales
are to individual retail consumers. Shipping and Handling ‒ Goedeker
bills its customers for shipping and handling charges, which are included in net sales for the applicable period, and the corresponding
shipping and handling expense is reported in cost of sales. Disaggregated Revenue Asien's Asien's collects 100% of the payment
for special-order models including tax, and 50% of the payment for non-special orders from the customer at the time the order
is placed. Asien's does not incur incremental costs obtaining purchase orders from customers; however, if Asien's
did, because all Asien's contracts are less than a year in duration, any contract costs incurred would be expensed rather
than capitalized. Performance Obligations – The revenue
that Asien's recognizes arises from orders it receives from customers. Asien's performance obligations under the customer
orders correspond to each sale of merchandise that it makes to customers under the purchase orders; as a result, each purchase
order generally contains only one performance obligation based on the merchandise sale to be completed. Control of the delivery
transfers to customers when the customer can direct the use of, and obtain substantially all the benefits from, Asien's products,
which generally occurs when the customer assumes the risk of loss. The transfer of control generally occurs at the point of pickup,
shipment, or installation. Once this occurs, Asien's has satisfied its performance obligation and Asien's recognizes
revenue. Transaction Price ‒ Asien's
agrees with customers on the selling price of each transaction. This transaction price is generally based on the agreed upon sales
price. In Asien's contracts with customers, it allocates the entire transaction price to the sales price, which is the basis
for the determination of the relative standalone selling price allocated to each performance obligation. Any sales tax that Asien's
collects concurrently with revenue-producing activities are excluded from revenue. Cost of revenue includes the cost of purchased
merchandise plus freight and any applicable delivery charges from the vendor to the company. Substantially all Asien's sales
are to individual retail consumers (homeowners), builders and designers. The large majority of customers are homeowners and their
contractors, with the homeowner being key in the final decisions. The Company has a diverse customer base with no one client accounting
for more than 5% of total revenue. Goedeker's and Asien's
disaggregated revenue by sales type for the three and six months ended June 30, 2020 and 2019 is as follows:
Three Months Ended Six Months Ended
2020 2019 2020 2019
Appliance sales $ 13,188,035 $ 8,759,916 $ 21,316,809 $ 8,759,916
Furniture sales 2,944,013 1,702,284 4,326,378 1,702,284
Other sales 338,966 153,850 505,005 153,850
Total revenue $ 16,471,014 $ 10,616,050 $ 26,148,192 $ 10,616,050 Land Management Segment Neese's payment terms are due on
demand from acceptance of delivery. Neese does not incur incremental costs obtaining purchase orders from customers, however, if
Neese did, because all of Neese's contracts are less than a year in duration, any contract costs incurred would be expensed
rather than capitalized. The revenue that Neese recognizes arises
from orders it receives from customers. Neese's performance obligations under the customer orders correspond to each service
delivery or sale of equipment that Neese makes to customers under the purchase orders; as a result, each purchase order generally
contains only one performance obligation based on the service or equipment sale to be completed. Control of the delivery transfers
to customers when the customer is able to direct the use of, and obtain substantially all of the benefits from, Neese's products,
which generally occurs at the later of when the customer obtains title to the equipment or when the customer assumes risk of loss.
The transfer of control generally occurs at a point of delivery. Once this occurs, Neese has satisfied its performance obligation
and Neese recognizes revenue. Neese also sells equipment by posting it
on auction sites specializing in farm equipment. Neese posts the equipment for sale on a "magazine" site for several
weeks before the auction. When Neese decides to sell, it moves the equipment to the auction site. The auctions are one day. If
Neese accepts a bid, the customer pays the bid price and arranges for pick-up of the equipment. Transaction Price ‒ Neese agrees
with customers on the selling price of each transaction. This transaction price is generally based on the agreed upon service fee.
In Neese's contracts with customers, it allocates the entire transaction price to the service fee to the customer, which
is the basis for the determination of the relative standalone selling price allocated to each performance obligation. Any sales
tax, value added tax, and other tax Neese collects concurrently with revenue-producing activities are excluded from revenue. If Neese continued to apply legacy revenue
recognition guidance for the three and six months ended June 30, 2020, revenues, gross margin, and net loss would not have changed. Substantially all of Neese's sales
are to businesses, including farmers or municipalities and very little to individuals. Disaggregated Revenue ‒ Neese disaggregates
revenue from contracts with customers by contract type, as it believes it best depicts how the nature, amount, timing and uncertainty
of revenue and cash flows are affected by economic factors. Neese's disaggregated revenue by
sales type for the three and six months ended June 30, 2020 and 2019 is as follows:
Three Months Ended Six Months Ended
2020 2019 2020 2019
Services
Trucking $ 278,734 $ 511,369 $ 519,497 $ 883,841
Waste hauling 321,919 272,028 439,049 376,357
Repairs 45,609 84,679 106,293 137,607
Other 120,665 108,250 148,187 153,919
Total services 766,927 976,326 1,213,026 1,551,724
Sales of parts and equipment 316,976 615,836 605,047 852,810
Total revenue $ 1,083,903 $ 1,592,162 $ 1,818,073 $ 2,404,534 Performance Obligations ‒ Performance
obligations for the different types of services are discussed below:
● Trucking
● Waste Hauling and pumping
● Repairs
● Sales of parts and equipment Accounts Receivable, Net ‒ Accounts
receivable, net, are amounts due from customers where there is an unconditional right to consideration. Unbilled receivables of
$0 and $121,989 are included in this balance at June 30, 2020 and December 31, 2019, respectively. The payment of consideration
related to these unbilled receivables is subject only to the passage of time. Neese reviews accounts receivable on a
periodic basis to determine if any receivables will potentially be uncollectible. Estimates are used to determine the amount of
the allowance for doubtful accounts necessary to reduce accounts receivable to its estimated net realizable value. The estimates
are based on an analysis of past due receivables, historical bad debt trends, current economic conditions, and customer specific
information. After Neese has exhausted all collection efforts, the outstanding receivable balance relating to services provided
is written off against the allowance. Additions to the provision for bad debt are charged to expense. Neese determined that an allowance for
loss of $14,614 and $29,001 was required at June 30, 2020 and December 31, 2019, respectively. Receivables Receivables consist of credit card transactions
in the process of settlement. Vendor rebates receivable represent amounts due from manufactures from whom the Company purchases
products. Rebates receivable are stated at the amount that management expects to collect from manufacturers, net of accounts payable
amounts due the vendor. Rebates are calculated on product and model sales programs from specific vendors. The rebates are paid
at intermittent periods either in cash or through issuance of vendor credit memos, which can be applied against vendor accounts
payable. Based on the Company's assessment of the credit history with its manufacturers, it has concluded that there should
be no allowance for uncollectible accounts. The Company historically collects substantially all of its outstanding rebates receivables.
Uncollectible balances are expensed in the period it is determined to be uncollectible. Allowance for Credit Losses Provisions for credit losses are charged
to income as losses are estimated to have occurred and in amounts sufficient to maintain an allowance for credit losses at an adequate
level to provide for future losses on the Company's accounts receivable. The Company charges credit losses against the allowance
and credits subsequent recoveries, if any, to the allowance. Historical loss experience and contractual delinquency of accounts
receivables, and management's judgment are factors used in assessing the overall adequacy of the allowance and the resulting
provision for credit losses. While management uses the best information available to make its evaluation, future adjustments to
the allowance may be necessary if there are significant changes in economic conditions or portfolio performance. This evaluation
is inherently subjective as it requires estimates that are susceptible to significant revisions as more information becomes available. The allowance for credit losses consists
of general and specific components. The general component of the allowance estimates credit losses for groups of accounts receivable
on a collective basis and relates to probable incurred losses of unimpaired accounts receivables. The Company records a general
allowance for credit losses that includes forecasted future credit losses. Inventory Inventory consists of finished products
acquired for resale and is valued at the lower-of-cost-or-market with cost determined on a specific item basis for the Neese and
of finished products acquired for resale and is valued at the low-of-cost-or-market with cost determined on an average item basis
for Goedeker. For Asien's, inventory mainly consists of appliances that are acquired for resale and is valued at the average
cost determined on a specific item basis. Inventory also consists of parts that are used in service and repairs and may or may
not be charged to the customer depending on warranty and contractual relationship The Company periodically evaluates the value
of items in inventory and provides write-downs to inventory based on its estimate of market conditions. The Company estimated an
obsolescence allowance of $463,687 and $425,000 at June 30, 2020 and December 31, 2019, respectively. Property and Equipment Property and equipment is stated at cost.
Depreciation of furniture, vehicles and equipment is calculated using the straight-line method over the estimated useful lives
as follows:
Useful Life
Building and Improvements 4
Machinery and Equipment 3-7
Tractors 3-7
Trucks and Vehicles 3-6 Goodwill and Intangible Assets In applying the acquisition method of accounting,
amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition,
with the remainder recorded as goodwill. Identifiable intangible assets are initially valued at fair value using generally accepted
valuation methods appropriate for the type of intangible asset. Identifiable intangible assets with definite lives are amortized
over their estimated useful lives and are reviewed for impairment if indicators of impairment arise. Intangible assets with indefinite
lives are tested for impairment within one year of acquisitions or annually as of December 1, and whenever indicators of impairment
exist. The fair value of intangible assets are compared with their carrying values, and an impairment loss would be recognized
for the amount by which a carrying amount exceeds its fair value. Acquired identifiable intangible assets are amortized over the
following periods:
Acquired intangible Asset Amortization Basis
Expected Life (years)
Customer-Related Straight-line basis 5-15
Marketing-Related Straight-line basis 5 Long-Lived Assets The Company reviews its property and equipment
and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability
of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating
cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized
is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be
disposed of are reported at the lower of carrying amount or fair value less costs to sell. Fair Value of Financial Instruments The Company's financial instruments
consist of cash and cash equivalents and amounts due to shareholders. The carrying amount of these financial instruments approximates
fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed
in these financial statements. Derivative Instrument Liability The Company accounts for derivative instruments
in accordance with ASC 815, Derivatives and Hedging Income Taxes Income taxes are computed using the asset
and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on
the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted
tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence,
are not expected to be realized. Stock-Based Compensation The Company records stock-based compensation
in accordance with ASC 718, Compensation-Stock Compensation. All transactions in which goods or services are the consideration
received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the
fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the
cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued
and are recognized over the employees required service period, which is generally the vesting period. Basic Income (Loss) Per Share Basic income (loss) per share is calculated
by dividing the net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted
earnings per share is calculated by dividing the net income available to common shareholders by the diluted weighted average number
of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity. As the Company had a net loss for the three and six months ended June
30, 2020, the following 1,311,437 potentially dilutive securities were excluded from diluted loss per share: 90,000 for stock options,
400,000 for outstanding warrants and 821,437 related to the convertible note payable and accrued interest. As the Company had a
net loss for the three and six months ended June 30, 2019, the following 919,451 potentially dilutive securities were excluded
from diluted loss per share: 200,000 for outstanding warrants and 719,451 related to the convertible note payable and accrued interest. Going Concern Assessment Management assesses going concern uncertainty
in the Company's consolidated financial statements to determine whether there is sufficient cash on hand and working capital,
including available borrowings on loans, to operate for a period of at least one year from the date the consolidated financial
statements are issued or available to be issued, which is referred to as the "look-forward period", as defined in GAAP.
As part of this assessment, based on conditions that are known and reasonably knowable to management, management will consider
various scenarios, forecasts, projections, estimates and will make certain key assumptions, including the timing and nature of
projected cash expenditures or programs, its ability to delay or curtail expenditures or programs and its ability to raise additional
capital, if necessary, among other factors. Based on this assessment, as necessary or applicable, management makes certain assumptions
around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent it deems probable
those implementations can be achieved and management has the proper authority to execute them within the look-forward period. The Company has generated losses since
its inception and has relied on cash on hand, external bank lines of credit, issuance of third party and related party debt and
the sale of a note to support cashflow from operations. For the six months ended June 30, 2020, the Company incurred operating
losses of $6,922,321 (before deducting losses attributable to non-controlling interests), cash flows from operations of $3,800,759
and negative working capital of $16,392,429. In addition to the estimates of funds available from operations, the Company has
unpledged assets that it believes could provide for $478,000 of additional borrowings. Management has prepared estimates of operations
for fiscal year 2020 and believes that sufficient funds will be generated from operations to fund its operations, and to service
its debt obligations for one year from the date of the filing of the consolidated financial statements in the Company's Quarterly
Report on Form 10-Q, indicate improved operations and the Company's ability to continue operations as a going concern. The impact of COVID-19 on the Company's
business has been considered in these assumptions; however, it is too early to know the full impact of COVID-19 or its timing
on a return to more normal operations. Further, the recently enacted Coronavirus Aid, Relief and Economic Security Act (the
"CARES Act") provides for economic assistance loans through the United States Small Business Administration (the "SBA").
On April 8, 2020 and April 10, 2020, and prior to the acquisition on April 28, 2020, Goedeker, Neese and Asien received $642,600,
$383,600 and $357,500, respectively, in Payroll Protection Program ("PPP") loans from the SBA under the CARES Act.
The PPP provides that the PPP loans may be partially or wholly forgiven if the funds are used for certain qualifying expenses
as described in the CARES Act. Goedeker and Neese intend to use the proceeds from the PPP loans for qualifying expenses
and to apply for forgiveness of the PPP loans in accordance with the terms of the CARES Act. The accompanying consolidated financial
statements have been prepared on a going concern basis under which the Company is expected to be able to realize its assets and
satisfy its liabilities in the normal course of business. Management believes that based on relevant
conditions and events that are known and reasonably knowable that its forecasts, for one year from the date of the filing of the
financial statements in this registration statement, indicate improved operations and the Company's ability to continue operations
as a going concern. The Company has contingency plans to reduce or defer expenses and cash outlays should operations not improve
in the look forward period. Recent Accounting Pronouncements Not Yet Adopted In January 2017, the FASB issued ASU No.
2017-04, Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment. In June 2016, the FASB issued ASU 2016-13
Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
