NOTE 3 - RESTATEMENT OF FINANCIAL STATEMENT | We have restated our previously issued consolidated financial statements as of and for the three months ended March 31, 2017 to reflect the modification of uncertain tax positions and deferred tax liability for the following: (1) The Company determined the bargain purchase gain recorded upon the acquisition of Neese, Inc. on March 3, 2017 excluded prepaid taxes of $103,000, deferred taxes liabilities of $2,161,646 and an uncertain tax liability of $129,000. The gain on bargain purchase was reduced by $2,161,646 from the statement of operations in the period ending March 31, 2017 and prepaid tax was increased by $103,000, the current deferred tax liability increased $91,000 and uncertain tax liability of $129,000 and non-current deferred tax liability increased $2,044,646. (2) The Company adjusted the impact on the tax expense (benefit) and prepaid taxes and tax liabilities for the three months ending March 31, 2017. The non-current deferred tax liability decreased $106,090 resulting in a tax benefit of $106,090 for the three months ending March 31, 2017. Furthermore, the loss attributable to non-controlling interest was decreased by $47,741 for the three months ending March 31, 2017. (3) The Company reclassified a $625,000 of the vested promissory note previously classified as current to long-term as of March 31, 2017. (4) Reflects the 1-for-25 reverse stock split of our outstanding shares as of June 9, 2017. The following tables summarize the effect of the restatement on the specific items presented in our historical consolidated financial statements included in our previously reported on the March 31, 2017 financial statements: CONDENSED CONSOLIDATED BALANCE SHEET March 31, 2017 Adjustment March 31, 2017 (As Filed) (As Restated) ASSETS Current Assets Cash $ 277,826 $ - $ 277,826 Accounts receivable, net 315,571 - 315,571 Inventory, net 882,922 - 882,922 Prepaid expenses and other assets 207,888 (1) 103,000 310,888 TOTAL CURRENT ASSETS 1,684,207 103,000 1,787,207 Property and equipment, net of accumulated depreciation of $200,000 as of March 31, 2017 6,789,012 - 6,789,012 Financing costs, net of accumulated amortization 202,203 - 202,203 Other assets 85,691 85,691 Investments 6 - 6 TOTAL ASSETS $ 8,761,119 $ 103,000 $ 8,864,119 LIABILITIES AND STOCKHOLDERS EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities 978,854 - 978,854 Advances related party 110,266 - 110,266 Promissory note 1,025,000 - 1,025,000 Short term note 625,000 (3) (625,000 ) - Uncertain tax liability - (1) 129,000 129,000 Deferred income taxes payable (1) 91,000 91,000 Current portion of capital lease obligations 595,347 595,347 Other liabilities 26,107 - 26,107 TOTAL CURRENT LIABILITIES 3,360,574 (405,000 ) 2,955,574 LONG-TERM LIABILITIES Vesting note payable 1,250,000 (3) 625,000 1,875,000 Deferred tax payable - (1) 2,044,646 1,938,556 (2) (106,090 ) Capital lease obligation, net of current portion 2,644,653 2,644,653 TOTAL LONG-TERM LIABILITIES 3,894,653 2,563,556 5,833,209 TOTAL LIABILITIES 7,255,227 2,158,556 9,413,783 STOCKHOLDERS EQUITY Allocation shares 1,000 - 1,000 Common Stock, $0.0001 par value: 500,000,000 Authorized shares: 3,115,500 issued and outstanding shares as of March 31, 2017 and December 31, 2016 7 (4) 3,108 3,115 Additional paid in capital 14,999 (4) (3,108 ) 11,891 Accumulated Equity (Deficit) 1,563,892 (1) (2,161,646 ) (539,405 ) (2) 58,349 TOTAL SHAREHOLDERS EQUITY 1,579,898 (2,103,297 ) (523,399 ) NONCONTROLLING INTERESTS (74,006 ) 47,741 (26,265 ) TOTAL EQUITY 1,505,892 (2,055,556 ) (549,664 ) TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 8,761,119 $ 103,000 $ 8,864,119 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS For the Three Months Ended March 31, 2017 As Filed Adjustment As Restated REVENUES $ 661,863 - $ 661,863 COST OF SALES 519,326 - 519,326 GROSS PROFIT 142,537 - 142,537 General and administrative expenses 343,485 - 343,485 TOTAL OPERATING EXPENSES 343,485 - 343,485 NET LOSS FROM OPERATIONS (200,948 ) - (200,948 ) OTHER INCOME/(EXPENSE) Financing costs (4,044 ) - (4,044 ) Interest expense (55,161 ) - (55,161 ) Gain on bargain purchase 2,435,927 (1) (2,161,646 ) 274,281 TOTAL OTHER INCOME (EXPENSE) 2,376,722 (2,161,646 ) 215,076 NET INCOME (LOSS) BEFORE INCOME TAXES 2,175,774 (2,161,646 ) 14,128 INCOME TAX EXPENSE - (2) (106,090 ) (106,090 ) NET INCOME (LOSS) 2,175,774 (2,055,556 ) 120,218 Less net income (loss) attributable to non-controlling interest (74,006 ) (2) 47,741 (26,265 ) NET INCOME (LOSS) ATTRIBUTABLE TO 1847 HOLDINGS SHAREHOLDERS $ 2,249,780 $ (2,103,297 ) $ 146,483 Basic and diluted earnings per share $ 0.70 $ 0.04 Weighted average basis and diluted shares outstanding 3,115,500 3,115,500 CONSOLIDATED STATEMENT OF CASH FLOWS For the Three Months Ended March 31, 2017 As Filed Adjustments As Restated OPERATING ACTIVITIES Net loss $ 2,175,774 $ (2,055,556 ) $ 120,218 Adjustments to reconcile net income to net cash provided by operating activities: Gain on acquisition (2,435,927 ) (1) 2,161,646 (274,281 ) Depreciation expense 200,000 - 200,000 Amortization of financing costs 4,044 - 4,044 Changes in operating assets and liabilities: Increase in accounts receivable (158,299 ) - (158,299 ) Decrease in inventory 362,637 362,637 Increase in prepaid expenses (207,846 ) - (207,846 ) Increase (decrease) in accounts payable and accrued expenses 242,419 - 242,419 Increase in other liabilities (1,816 ) - (1,816 ) Decrease in deferred tax liability - (2) (106,090 ) (106,090 ) Net cash provided by (used in) operating activities 180,986 - 180,986 INVESTING ACTIVITIES Cash acquired in acquisition 338,411 - 338,411 Purchases of property and equipment (89,012 ) - (89,012 ) Net cash provided by financing activities 249,399 - 249,399 FINANCING ACTIVITIES Financing costs (153,947 ) - (153,947 ) Loans from (repayments to) related parties 1,388 - 1,388 Net cash provided by financing activities (152,559 ) - (152,559 ) NET INCREASE (DECREASE) IN CASH 277,826 - 277,826 CASH Beginning of year - - - End of year $ 277,826 $ - $ 277,826 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Interest paid - - - Income tax paid - - - |