Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 14, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | 1847 Holdings LLC | |
Entity Central Index Key | 1,599,407 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 77,887,500 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash | $ 37 | $ 415 |
Accounts receivable | 100,000 | 100,000 |
Other assets | 369 | 369 |
TOTAL CURRENT ASSETS | 100,406 | 100,784 |
INVESTMENTS | 6 | 6 |
TOTAL ASSETS | 100,412 | 100,790 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 521,617 | 402,681 |
Advances, related party | 106,796 | 98,146 |
TOTAL LIABILITIES | 628,413 | 500,827 |
SHAREHOLDERS' DEFICIT | ||
Allocation shares, 1,000 shares issued and outstanding | 1,000 | 1,000 |
Common Shares, 500,000,000 shares authorized, 77,887,500 shares issued and outstanding as of September 30, 2016 and December 31, 2015 | 7 | 7 |
Additional Paid In Capital | 14,999 | 14,999 |
Accumulated Deficit | (544,007) | (416,043) |
TOTAL SHAREHOLDERS’ DEFICIT | (528,001) | (400,037) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ 100,412 | $ 100,790 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares | Sep. 30, 2016 | Dec. 31, 2015 |
SHAREHOLDERS' DEFICIT | ||
Allocation shares, issued | 1,000 | 1,000 |
Allocation shares, outstanding | 1,000 | 1,000 |
Common shares, authorized | 500,000,000 | 500,000,000 |
Common shares, issued | 77,887,500 | 77,887,500 |
Common shares, outstanding | 77,887,500 | 77,887,500 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF INCOME (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Condensed Consolidated Statement Of Income | ||||
REVENUES | $ 43,750 | $ 131,250 | ||
OPERATING EXPENSES | ||||
Acquisition consulting | 39,790 | 39,790 | ||
General and administrative | 1,833 | 45,787 | 5,198 | 135,922 |
Professional fees | 42,172 | 39,297 | 122,766 | 119,891 |
TOTAL OPERATING EXPENSES | 44,005 | 124,874 | 127,964 | 295,603 |
NET LOSS FROM OPERATIONS | (44,005) | (81,124) | (127,964) | (164,353) |
PROVISION FOR INCOME TAXES | ||||
NET LOSS | $ (44,005) | $ (81,124) | $ (127,964) | $ (164,353) |
Net Loss Per Share: Basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted-average number of common shares outstanding: Basic and diluted | 77,887,500 | 77,887,500 | 77,887,500 | 77,887,500 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
OPERATING ACTIVITIES | ||
Net loss | $ (127,964) | $ (164,353) |
Changes in operating assets and liabilities: | ||
Increase accounts receivable | (37,500) | |
Increase (decrease) in accounts payable and accrued expenses | 118,936 | 153,173 |
Net cash used in operating activities | (9,028) | (48,680) |
FINANCING ACTIVITIES | ||
Repayment of bank overdraft | (446) | |
Loans from director | 8,650 | 49,589 |
Net cash (used) by financing activities | 8,650 | 49,143 |
NET INCREASE (DECREASE) IN CASH | (378) | 463 |
CASH | ||
Beginning of period | 415 | |
End of period | 37 | 463 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest paid | ||
Income taxes paid |
ORGANIZATION AND NATURE OF BUSI
ORGANIZATION AND NATURE OF BUSINESS | 9 Months Ended |
Sep. 30, 2016 | |
Organization And Nature Of Business | |
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS | 1847 Holdings LLC was formed under the laws of the State of Delaware on January 22, 2013. We are in the business of acquiring small to medium size businesses in a variety of different industries. To date, we have consummated one acquisition. Our wholly owned subsidiary acquired a 50% interest in each two consulting firms previously controlled by our Chief Executive Officer. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, 1847 Management Services, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2016 | |
Summary Of Significant Accounting Policies | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. Accounting Basis The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (GAAP). The Company has adopted a calendar year end. Common Share Distribution and Increase of Authorized Common Shares On July 2, 2014, the Company amended the Operating Agreement of 1847 Holdings LLC to effect a share distribution of its outstanding and authorized common shares at a ratio of 74 for 1 (the Share Distribution). Simultaneously with the Share Distribution, the Companys authorized common shares were increased from 50,000,000 to 500,000,000 shares. On July 2, 2014, the Companys issued and outstanding common shares were increased from 1,038,050 to 77,853,750 shares. Accordingly, all share and per share information has been restated to retroactively show the effect of the Share Distribution. Cash and Cash Equivalents The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. Fair Value of Financial Instruments The Companys financial instruments consist of cash and cash equivalents and amounts due to shareholder. 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. 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. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. Revenue Recognition Revenue will be recognized when it is realized or realizable and earned. Specifically, revenue will be recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) service has occurred, customer acceptance has been achieved; (3) our selling price to the buyer is fixed and determinable; and (4) collection is reasonably assured. The Company recognizes revenue when services have been provided and collection is reasonably assured. Stock-Based Compensation Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options. Basic Income (Loss) Per Share Basic income (loss) per share is calculated by dividing the Companys 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 Companys 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. There are no such common share equivalents outstanding as of September 30, 2016. Comprehensive Income The Company has established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Shareholders Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued ASU-2016-02, Leases (Topic 842). The guidance requires that a lessee recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right of use asset representing its right to use the underlying asset for the lease term. For finance leases: the right-of-use asset and a lease liability will be initially measured at the present value of the lease payments, in the statement of financial position; interest on the lease liability will be recognized separately from amortization of the right-of-use asset in the statement of comprehensive income; and repayments of the principal portion of the lease liability will be classified within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows. For operating leases: the right-of-use asset and a lease liability will be initially measured at the present value of the lease payments, in the statement of financial position; a single lease cost will be recognized, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis; and all cash payments will be classified within operating activities in the statement of cash flows. Under Topic 842 the accounting applied by a lessor is largely unchanged from that applied under previous GAAP. The amendments in Topic 842 are effective for our company beginning January 1, 2019, including interim periods within that fiscal year. We are currently evaluating the impact of adopting the new guidance of the consolidated financial statements. In January 2016, FASB issued Accounting Standards Update ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which amends the guidance in GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and are to be adopted by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. We are currently evaluating the impact of adopting this standard. In November 2015, FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred income taxes by requiring that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. This ASU is effective for financial statements issued for annual periods beginning after December 16, 2016, and interim periods within those annual periods. The adoption of this standard will not have any impact on our financial position, results of operations and disclosures. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2016 | |
Going Concern | |
NOTE 3 - GOING CONCERN | The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of managements efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Sep. 30, 2016 | |
Investments | |
NOTE 4 - INVESTMENTS | On September 15, 2013, 1847 Management Services, Inc., the Companys wholly owned subsidiary, acquired a 50% interest in each of PPI Management Group, LLC and Christals Management LLC from our Chief Executive Officer and controlling shareholder, Ellery W. Roberts. In connection with the acquisition of such equity interests from Mr. Roberts, we issued to Mr. Roberts 65,625,000 of our common shares pursuant to a securities purchase agreement. |
RELATED PARTIES
RELATED PARTIES | 9 Months Ended |
Sep. 30, 2016 | |
Related Parties | |
NOTE 5 - RELATED PARTIES | Management Services Agreement The company and our manager have entered into a management services agreement on April 15, 2013, pursuant to which we are required to pay our manager a quarterly management fee equal to 0.5% (2.0% annualized) of our companys adjusted net assets for services performed. On September 15, 2013, we entered into an amendment to our management services agreement that provides that in lieu of paying a quarterly management fee under the management services agreement based upon the adjusted net assets of our management consulting business, we will pay our manager a flat quarterly fee equal to $43,750. This amendment only applies to our management consulting business and will not apply to any businesses that we acquire in the future. As of October 1, 2015, the manager agreed to suspend the flat quarterly management fee in the management consulting business due to the uncertainty of the underlying management services. Advances From time to time, the Company has received advances from certain of its officers and related parties to meet short-term working capital needs. As of September 30, 2016 and December 31, 2015, a total of $106,796 and $98,146 advances from related parties are outstanding. These advances are unsecured, bear no interest, and do not have formal repayment terms or arrangements. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2016 | |
Equity | |
NOTE 6 - EQUITY | Allocation shares As of September 30, 2016 and December 31, 2015, the Company had authorized and outstanding 1,000 allocation shares. These allocation shares do not entitle the holder thereof to vote on any matter relating to the Company other than in connection with amendments to the Companys operating agreement and in connection with certain other corporate transactions as specified in the Companys operating agreement. Our manager owns 100% of the allocation shares of our company, which are a separate class of limited liability company interests that, together with the common shares, will comprise all of the classes of equity interests of our company. Our manager received the allocation shares with its initial capitalization of our company. The allocation shares generally will entitle our manager to receive a 20% profit allocation as a form of incentive designed to align the interests of our manager with those of our shareholders. Profit allocation has two components: an equity-based component and a distribution-based component. The equity-based component will be paid when the market for our shares appreciates, subject to certain conditions and adjustments. The distribution-based component will be paid when the distributions we pay to our shareholders exceed an annual hurdle rate of 8.0%, subject to certain conditions and adjustments. While the equity-based component and distribution-based component are interrelated in certain respects, each component may independently result in a payment of profit allocation if the relevant conditions to payment are satisfied. The 1,000 allocation shares are issued and outstanding and held by our manager, which is controlled by Mr. Roberts, our chief executive officer and controlling shareholder. Common Share Dividend and Increase of Authorized Common Shares On July 2, 2014, the following matters were approved by written consent of a member of the Company holding a majority of the outstanding common shares of our company: (1) an amendment to the Amended and Restated Operating Agreement of our company increasing the number of authorized common shares of the Company from 50 million common shares to 500 million common shares; and (2) a share distribution of 74 common shares to each of the Companys members for each common share held by such members as of the record date July 2, 2014. Since the share dividend occurred after the period covered by this report, all share numbers are provided on a pre-dividend basis. Common shares The Company has authorized 500,000,000 common shares as of September 30, 2016 and December 31, 2015 and the Company had 77,887,500 common shares issued and outstanding. The common shares entitle the holder thereof to one vote per share on all matters coming before the shareholders of our company for a vote. During the period ended September 30, 2016, the Company did not issue any equity securities. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2016 | |
Commitments And Contingencies | |
NOTE 7 - COMMITMENTS AND CONTINGENCIES | The Company neither owns nor leases any real or personal property. An office space has been leased on a month-by-month basis. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events | |
NOTE 8 - SUBSEQUENT EVENTS | In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to September 30, 2016 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN14
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Summary Of Significant Accounting Policies Policies | |
Basis of Presentation | The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. |
Accounting Basis | The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (GAAP). The Company has adopted a calendar year end. |
Common Share Distribution and Increase of Authorized Common Shares | On July 2, 2014, the Company amended the Operating Agreement of 1847 Holdings LLC to effect a share distribution of its outstanding and authorized common shares at a ratio of 74 for 1 (the Share Distribution). Simultaneously with the Share Distribution, the Companys authorized common shares were increased from 50,000,000 to 500,000,000 shares. On July 2, 2014, the Companys issued and outstanding common shares were increased from 1,038,050 to 77,853,750 shares. Accordingly, all share and per share information has been restated to retroactively show the effect of the Share Distribution. |
Cash and cash equivalents | The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. |
Fair Value of Financial Instruments | The Companys financial instruments consist of cash and cash equivalents and amounts due to shareholder. 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. |
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. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. |
Revenue Recognition | Revenue will be recognized when it is realized or realizable and earned. Specifically, revenue will be recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) service has occurred, customer acceptance has been achieved; (3) our selling price to the buyer is fixed and determinable; and (4) collection is reasonably assured. The Company recognizes revenue when services have been provided and collection is reasonably assured. |
Stock-Based Compensation | Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options. |
Basic Income (Loss) Per Share | Basic income (loss) per share is calculated by dividing the Companys 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 Companys 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. There are no such common share equivalents outstanding as of September 30, 2016. |
Comprehensive Income | The Company has established standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Shareholders Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income. |
Recent Accounting Pronouncements | In February 2016, the Financial Accounting Standards Board (FASB) issued ASU-2016-02, Leases (Topic 842). The guidance requires that a lessee recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right of use asset representing its right to use the underlying asset for the lease term. For finance leases: the right-of-use asset and a lease liability will be initially measured at the present value of the lease payments, in the statement of financial position; interest on the lease liability will be recognized separately from amortization of the right-of-use asset in the statement of comprehensive income; and repayments of the principal portion of the lease liability will be classified within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows. For operating leases: the right-of-use asset and a lease liability will be initially measured at the present value of the lease payments, in the statement of financial position; a single lease cost will be recognized, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis; and all cash payments will be classified within operating activities in the statement of cash flows. Under Topic 842 the accounting applied by a lessor is largely unchanged from that applied under previous GAAP. The amendments in Topic 842 are effective for our company beginning January 1, 2019, including interim periods within that fiscal year. We are currently evaluating the impact of adopting the new guidance of the consolidated financial statements. In January 2016, FASB issued Accounting Standards Update ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which amends the guidance in GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and are to be adopted by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. We are currently evaluating the impact of adopting this standard. In November 2015, FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred income taxes by requiring that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. This ASU is effective for financial statements issued for annual periods beginning after December 16, 2016, and interim periods within those annual periods. The adoption of this standard will not have any impact on our financial position, results of operations and disclosures. |
RELATED PARTIES (Details Narrat
RELATED PARTIES (Details Narrative) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Related Parties Details Narrative | ||
Advances, related party | $ 106,796 | $ 98,146 |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - shares | Sep. 30, 2016 | Dec. 31, 2015 |
Equity Details Narrative | ||
Allocation shares, issued | 1,000 | 1,000 |
Allocation shares, outstanding | 1,000 | 1,000 |
Common shares, authorized | 500,000,000 | 500,000,000 |
Common shares, issued | 77,887,500 | 77,887,500 |
Common shares, outstanding | 77,887,500 | 77,887,500 |