NOTE 3 - RESTATEMENT OF FINANCIAL STATEMENT | We have restated our previously issued consolidated financial statements as of and for the three and six months ended June 30, 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 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 June 30, 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 and six months ending June 30, 2017. The uncertain tax liability increased $1,000 and non-current deferred tax liability decreased $260,323 resulting in a tax benefit of $240,233 and $259,323 for the three and six months ending June 30, 2017, respectively. Furthermore, the loss attributable to non-controlling interest was decreased by $108,105 and $116,695 for the three and six months ending June 30, 2017, respectively. 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 June 30, 2017 financial statements: 1847 HOLDINGS LLC CONDENSED CONSOLIDATED BALANCE SHEETS June 30, 2017 Adjustment June 30, 2017 (As Filed) (As Restated) ASSETS Current Assets Cash $ 169,241 $ - $ 169,241 Accounts receivable, net 300,323 - 300,323 Inventory, net 562,101 - 562,101 Prepaid expenses and other assets 218,634 (1) 103,000 321,634 TOTAL CURRENT ASSETS 1,250,299 103,000 1,353,299 Fixed assets, net of accumulated depreciation of $450,000 as of June 30, 2017 6,539,012 - 6,539,012 Financing costs, net of accumulated amortization 191,773 - 191,773 Other assets 85,697 - 85,697 TOTAL ASSETS $ 8,066,781 $ 103,000 $ 8,169,781 LIABILITIES AND STOCKHOLDERSÂ’ EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities 966,627 - 966,627 Advances related party 112,646 - 112,646 Promissory note 1,025,000 - 1,025,000 Uncertain tax liability - (1) 129,000 130,000 (2) 1,000 Deferred income taxes payable (1) 91,000 91,000 Current portion of lease obligations 380,569 - 380,569 TOTAL CURRENT LIABILITIES 2,484,842 221,000 2,705,842 LONG-TERM LIABILITIES Vesting note payable 1,875,000 - 1,875,000 Deferred tax payable - (1) 2,044,646 1,784,323 (2) (260,323 ) Capital lease obligation, net of current portion 2,809,915 2,809,915 TOTAL LONG-TERM LIABILITIES 4,684,915 1,784,323 6,469,238 TOTAL LIABILITIES 7,169,757 2,005,323 9,175,080 STOCKHOLDERSÂ’ 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 June 30, 2017 and December 31, 2016 3,115 - 3,115 Additional paid in capital 11,891 11,891 Accumulated Equity (Deficit) 1,271,409 (1) (2,161,646 ) (747,609 ) (2) 142,628 TOTAL SHAREHOLDERSÂ’ EQUITY 1,287,415 (2,019,018 ) (731,603 ) NONCONTROLLING INTERESTS (390,391 )(2) 116,695 (273,696 ) TOTAL EQUITY 897,024 (1,902,323 ) (1,005,299 ) TOTAL LIABILITIES AND STOCKHOLDERSÂ’ EQUITY $ 8,066,781 $ 103,000 $ 8,169,781 1847 HOLDINGS LLC CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS For the three months ended June 30, 2017 As Filed Adjustment As Restated REVENUES $ 1,788,106 - $ 1,788,106 COST OF SALES 1,553,092 - 1,553,092 GROSS PROFIT 235,014 - 235,014 General and administrative expenses 660,919 - 660,919 TOTAL OPERATING EXPENSES 660,919 - 660,919 NET LOSS FROM OPERATIONS (425,905 ) - (425,905 ) OTHER INCOME/(EXPENSE) Financing costs (10,430 ) - (10,430 ) Interest expense (172,518 ) - (172,518 ) Gain on bargain purchase - - - TOTAL OTHER INCOME (EXPENSE) (182,948 ) - (182,948 ) NET LOSS BEFORE INCOME TAXES (608,853 ) - (608,853 ) INCOME TAX EXPENSE - (2) (240,233 ) (240,233 ) NET LOSS (608,853 ) (240,233 ) (368,620 ) Less net income (loss) attributable to non-controlling interest (316,385 )(2) 108,105 (208,280 ) NET INCOME (LOSS) ATTRIBUTABLE TO 1847 HOLDINGS SHAREHOLDERS $ (292,468 ) $ (132,128 ) $ (160,340 ) Basic & Diluted earnings per share $ (0.09 ) $ (0.05 ) Weighted average basis & diluted shares outstanding 3,115,500 3,115,500 1847 HOLDINGS LLC CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS For the six months ended June 30, 2017 As Filed Adjustment As Restated SALES $ 2,449,969 - $ 2,449,969 COST OF SALES 2,272,418 - 2,272,418 GROSS PROFIT 177,551 - 177,551 GENERAL & ADMINISTRATIVE EXPENSES General and administrative expenses 804,404 - 804,404 TOTAL GENERAL & ADMINISTRATIVE EXPENSES 804,404 - 804,404 NET LOSS FROM OPERATIONS (626,853 ) - (626,853 ) OTHER INCOME/(EXPENSE) Financing costs (14,474 ) - (14,474 ) Interest expense (227,679 ) - (227,679 ) Gain on bargain purchase 2,435,927 (1) (2,161,646 ) 274,281 TOTAL OTHER INCOME (EXPENSE) 2,193,774 (2,161,646 ) 32,128 NET LOSS BEFORE INCOME TAXES 1,566,921 (2,161,646 ) (594,725 ) INCOME TAX EXPENSE - (2) (259,323 ) (259,323 ) NET INCOME (LOSS) 1,566,921 (1,902,323 ) (335,402 ) Less net income (loss) attributable to non-controlling interest (390,391 )(2) 116,695 (273,696 ) NET LOSS & COMPREHENSIVE INCOME $ 1,957,312 $ (2,019,018 ) $ (61,706 ) Basic & Diluted earnings per share $ 0.63 $ (0.02 ) Weighted average basis & diluted shares outstanding 3,115,500 3,115,500 1847 HOLDINGS LLC CONSOLIDATED STATEMENTS OF CASH FLOWS For the six months ended June 30, 2017 As Filed Adjustments As Restated OPERATING ACTIVITIES Net loss $ 1,566,921 $ (1,902,323 ) $ (335,402 ) 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 450,000 - 450,000 Amortization of financing costs 14,474 - 14,474 Changes in operating assets and liabilities: Increase in accounts receivable (143,051 ) - (143,051 ) Decrease in inventory 683,457 683,457 Increase in prepaid expenses (218,592 ) - (218,592 ) Increase (decrease) in accounts payable and accrued expenses 203,512 - 203,512 Increase in other liabilities (1,257 ) - (1,257 ) Increase in uncertain tax position - (2) 1,000 1,000 Decrease in deferred tax liability - (2) (260,323 ) (260,323 ) Net cash provided by (used in) operating activities 119,537 - 119,537 INVESTING ACTIVITIES Cash acquired in acquisition 338,411 - 338,411 Purchase of equipment (89,012 ) - (89,012 ) Net cash provided by financing activities 249,399 - 249,399 FINANCING ACTIVITIES Financing costs (153,947 ) - (153,947 ) Principal payments on capital lease obligations (49,516 ) - (49,516 ) Loans from (repayments to) related parties 3,768 - 3,768 Net cash provided by financing activities (199,695 ) - (199,695 ) NET INCREASE (DECREASE) IN CASH 169,241 - 169,241 CASH Beginning of year - - - End of year $ 169,241 $ - $ 169,241 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Interest paid 109,483 - 109,483 Income tax paid - - - |