1847 (EFSH) 10-K 17 Apr 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Apr. 16, 2018	Jun. 30, 2017
Document And Entity Information
Entity Registrant Name	1847 Holdings LLC
Entity Central Index Key	1,599,407
Document Type	10-K
Document Period End Date	Dec. 31, 2017
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		623,125
Entity Public Float			$ 0
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,017

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Current Assets
Cash	$ 501,422
Accounts receivable, net	310,363
Inventories, net	836,571
Prepaid expenses and other assets	174,877	369
TOTAL CURRENT ASSETS	1,823,233	369
Property and equipment, net	6,099,219
Goodwill	22,166
Intangible assets, net	28,333
Other assets	111,504	6
TOTAL ASSETS	8,084,455	375
CURRENT LIABILITIES
Accounts payable and accrued expenses	1,229,106	561,378
Line of credit	675,000
Advances, related party	179,704	108,878
Note payable - current portion	14,247
Promissory note payable	1,025,000
Uncertain tax liability	126,000
Current portion of capital lease obligation	615,349
TOTAL CURRENT LIABILITIES	3,864,406	670,256
Non-current note-payable	58,020
Vesting note payable	395,634
Non-current deferred tax liability	988,601
Capital lease obligation, net of current portion	3,262,988
TOTAL LIABILITIES	8,569,649	670,256
TOTAL 1847 HOLDINGS LLC AND SUBSIDIARIES SHAREHOLDERS' DEFICIT
Allocation shares, 1,000 shares issued and outstanding	1,000	1,000
Common Shares, 500,000,000 shares authorized, 623,125 shares issued and outstanding as of December 31, 2017 and 2016	623	623
Additional paid-in capital	14,383	14,383
Accumulated Deficit	(1,159,724)	(685,887)
TOTAL SHAREHOLDERS' DEFICIT	(1,143,718)	(669,881)
NONCONTROLLING INTERESTS	658,524
TOTAL SHAREHOLDERS' DEFICIT	(485,194)	(669,881)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$ 8,084,455	$ 375

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - shares	Dec. 31, 2017	Dec. 31, 2016
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	623,125	623,125
Common shares, outstanding	623,125	623,125

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
REVENUE
Services	$ 3,987,955
Sales of parts and equipment	2,422,225
Other	440
TOTAL REVENUE	6,410,620
OPERATING EXPENSES
Cost of sales	1,904,712
Personnel costs	2,061,932
Depreciation and amortization	1,125,667
Fuel	700,315
General and administrative expenses, other	2,006,092	269,844
TOTAL OPERATING EXPENSES	7,798,718	269,844
NET LOSS FROM OPERATIONS	(1,388,098)	(269,844)
OTHER INCOME (LOSS)
Financing costs	(29,282)
Interest expense	(616,383)
Gain on sale of fixed assets	275,499
TOTAL OTHER INCOME (LOSS)	(370,166)
NET LOSS BEFORE INCOME TAXES	(1,758,264)	(269,844)
PROVISION FOR INCOME TAXES (BENEFIT)	(1,091,000)
NET LOSS BEFORE NON-CONTROLLING INTERESTS	(668,176)	(269,844)
Less net loss attributable to non-controlling interests	(194,339)
NET LOSS ATTRIBUTABLE TO 1847 HOLDINGS SHAREHOLDERS	$ (473,837)	$ (269,844)
Net Loss Per Share: Basic and diluted	$ (0.76)	$ (0.43)
Weighted-average number of common shares outstanding: Basic and diluted	623,125	623,125

CONSOLIDATED STATEMENT OF SHARE

CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIT - USD ($)	Common Stock	Allocation Shares	Additional Paid-In Capital	Accumulated Deficit	Noncontrolling Interest	Total
Beginning Balance, Shares at Dec. 31, 2015	623,125
Beginning Balance, Amount at Dec. 31, 2015	$ 623	$ 1,000	$ 14,383	$ (416,043)		$ (400,037)
Net loss				(269,844)		(269,844)
Ending Balance, Shares at Dec. 31, 2016	623,125
Ending Balance, Amount at Dec. 31, 2016	$ 623	1,000	14,383	(685,887)		(669,881)
Non-controlling interest granted in the acquisition of Neese, Inc.					852,863	852,863
Net loss				(473,837)	(194,339)	(668,176)
Ending Balance, Shares at Dec. 31, 2017	623,125
Ending Balance, Amount at Dec. 31, 2017	$ 623	$ 1,000	$ 14,383	$ (1,159,724)	$ 658,524	$ (485,194)

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
OPERATING ACTIVITIES
Net income loss	$ (668,176)	$ (269,844)
Adjustments to reconcile net income to net cash provided by operating activities:
Write-off bad debts		100,000
Gain on sale of fixed assets	(275,499)
Depreciation expense and amortization	1,125,667
Amortization of financing costs	29,282
Changes in operating assets and liabilities:
Increase accounts receivable	(153,667)
Decrease in inventory	201,339
Increase in prepaid expenses and other assets	(27,288)
Increase in accounts payable and accrued expenses	452,026	158,686
Increase in uncertain tax position	(3,000)
Decrease in deferred tax liability and prepaid tax	(1,173,994)
Due to related parties	70,826	10,743
Increase in other liabilities	5,789
Net used in operating activities	(416,695)	(415)
INVESTING ACTIVITIES
Cash acquired in acquisition	338,411
Proceeds from the sale of fixed assets	369,272
Purchase of equipment	(1,145,889)
Net cash used in investing activities	(438,206)
FINANCING ACTIVITIES
Proceeds from line of credit	675,000
Proceeds from notes payable	397,464
Payments on notes payable	(325,197)
Proceeds from capital lease obligation	759,650
Principal payments on capital lease obligation	(150,594)
Net cash provided by financing activities	1,356,323
NET CHANGE IN CASH	501,422	(415)
CASH
Beginning of period		415
End of period	501,422
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	366,491
Income taxes paid	78,600
Acquisition of subsidiary	5,513,498
NON-CASH FINANCING AND INVESTING ACTIVITIES
Grant of non-controlling interest	$ 852,864

ORGANIZATION AND NATURE OF BUSI

ORGANIZATION AND NATURE OF BUSINESS	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS	1847 Holdings LLC (“we,” “our” and the “Company”) was formed under the laws of the State of Delaware on January 22, 2013. We are in the business of acquiring small businesses in a variety of different industries. The Company is a limited liability company that has elected to be taxed as a partnership. The Company’s subsidiaries are corporations and are taxed as such. To date, we have consummated three acquisitions. In September 2013, our wholly-owned subsidiary 1847 Management Services Inc. (“1847 Management”) acquired a 50% interest in each of two consulting firms previously controlled by our Chief Executive Officer, PPI Management Group, LLC and Christals Management, LLC. On March 3, 2017, our wholly-owned subsidiary 1847 Neese Inc. (“1847 Neese”) entered into a stock purchase agreement with Neese, Inc. (“Neese”), and Alan Neese and Katherine Neese, pursuant to which 1847 Neese acquired all of the issued and outstanding capital stock of Neese. On July 7, 2017, our wholly-owned subsidiary 1847 Fitness, Inc. (“1847 Fitness”) entered into a membership interest purchase agreement, which was amended on November 7, 2017 and December 18, 2017, with Central Florida Health Clubs, LLC d/b/a Gold’s Gym Orlando, a Florida limited liability company, CLFL, LLC d/b/a Gold’s Gym Clermont, a Florida limited liability company, MTDR LLC d/b/a Gold’s Gym Mt. Dora, a Florida limited liability company, SCFL, LLC d/b/a Gold’s Gym St. Cloud, a Florida limited liability company, and the sellers set forth in Exhibit A to the membership interest purchase agreement, for the purchase of all of the outstanding equity interests of such companies. This transaction has not yet been completed (see Note 15).

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
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 (“GAAP”) and are presented in US dollars. Consolidated Financial Statements The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, 1847 Management, 1847 Neese and 1847 Fitness. All significant intercompany balances and transactions have been eliminated in consolidation. Accounting Basis The Company uses the accrual basis of accounting and GAAP. The Company has adopted a calendar year end. Stock Splits On July 2, 2014, the Company amended its operating agreement to increase our authorized common shares from 50,000,000 to 500,000,000 shares. On the same date, we also completed a forward stock split of our issued and outstanding common shares at a ratio of 75 for 1. As a result of this stock split, our issued and outstanding common shares were increased from 1,038,050 to 77,853,750 shares. On June 9, 2017, we completed a 1-for-25 reverse stock split of our outstanding common shares. As a result of this stock split, our issued and outstanding common shares decreased from 77,887,500 to 3,115,500 shares. On January 22, 2018, we completed a 1-for-5 reverse split of our outstanding common shares. As a result of this stock split, our issued and outstanding common shares decreased from 3,115,500 to 623,125 shares. Accordingly, all share and per share information has been restated to retroactively show the effect of these stock splits. 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 our prior financial statements and accompanying notes to conform to the presentation as of and for the year ended December 31, 2017. Revenue Recognition We are a dealer for several manufacturers and earn revenue from the sale of parts and equipment purchased from these manufacturers. We also earn service revenue from trucking and manure hauling and spreading. 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) a sale of equipment or parts has occurred or a service has been rendered and 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. 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 machinery and equipment and parts acquired for resale and is valued at the lower-of-cost-or-market with cost determined on a specific item basis. 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 it needed an obsolescence allowance of $70,000 for the year ended December 31, 2017, which was charged to cost of goods sold. 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 (Years) Building and Improvements 4 Machinery & Equipment 3-7 Tractors 3-7 Trucks and vehicles 3-6 Goodwill and Intangibles Goodwill and Other 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 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 Our 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. 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 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 our 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 our 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 December 31, 2017. Comprehensive Income The Company has established standards for reporting and displaying 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. Going Concern Assessment Beginning with the year ended December 31, 2017 and all annual and interim periods thereafter, management will assess 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 and the sale of a note to support cashflow from operations. The Company attributes the 2017 losses to public company corporate overhead and losses generated by some of our subsidiary operations. As of and for the year ended December 31, 2017, the Company had a net loss of $606,576 and negative working capital of approximately $2.0 million. 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 consolidated financial statements in this Annual Report on Form 10-K, 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 February 2016, the FASB issued ASU 2016-02, Leases In June 2016, the FASB issued ASU 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, as a new Topic, Accounting Standards Codification (“ASC”) Topic 606, which supersedes existing accounting standards for revenue recognition and creates a single framework. Additional updates to Topic 606 issued by the FASB in 2015 and 2016 include the following: · ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of the new guidance such that the new provisions will now be required for fiscal years, and interim periods within those years, beginning after December 15, 2017. · ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations, which clarifies the implementation guidance on principal versus agent considerations (reporting revenue gross versus net). · ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which clarifies the implementation guidance on identifying performance obligations and classifying licensing arrangements. · ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which clarifies the implementation guidance in a number of other areas. The underlying principle is to use a five-step analysis of transactions to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The standard permits the use of either a retrospective or modified retrospective application. ASU 2014-09 and ASU 2016-12 are effective for annual reporting periods beginning after December 15, 2017. The Company will adopt ASC 606 using the modified retrospective method for annual and interim reporting periods beginning January 1, 2018. The Company has aggregated and reviewed its contracts that are within the scope of ASC 606. Based on its evaluation, the Company does not anticipate the adoption of ASC 606 will have a material impact on its balance sheet or related consolidated statements of earnings, equity or cash flows. Accordingly, the Company will continue to recognize revenue at the time services are delivered and parts and equipment are sold. Recently Adopted In April 2015, the FASB issued ASU 2015-03, Interest Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business

INVENTORIES

INVENTORIES	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
NOTE 3 - INVENTORIES	At December 31, 2017 and December 31, 2016, the inventory balances are composed of: 2017 2016 Machinery & Equipment $ 715,483 $ - Parts 191,088 - Subtotal 906,571 Allowance for inventory obsolescence (70,000 ) Inventory, net $ 836,571 $ -

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
NOTE 4 - PROPERTY AND EQUIPMENT	Property and equipment consist of the following at December 31, 2017 and December 31, 2016: Classification 2017 2016 Buildings and improvements $ 5,338 $ - Equipment and machinery 2,908,154 - Tractors 3,129,888 - Trucks and other vehicles 1,169,805 - Total 7,213,185 - Less: Accumulated depreciation (1,113,966 ) - Property and equipment, net $ 6,099,219 $ - Depreciation expense for the years ended December 31, 2017 and 2016 was $1,120,000 and $0, respectively All fixed assets are pledged to secure loans from Utica Leasco. At December 31, 2017, $168,137 of Machinery and Equipment inventory was pledged to secure floor plan loans and $205,628 of Machinery and Equipment inventory was pledged to secure a loan from Utica Leasco.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
NOTE 5 - INTANGIBLE ASSETS	The following provides a breakdown of identifiable intangible assets as of December 31, 2017: Customer Relationships Identifiable intangible assets, gross $ 34,000 Accumulated amortization (5,667 ) Identifiable intangible assets, net $ 28,333 In connection with the acquisition of Neese, the Company identified intangible assets of $34,000 representing customer relationships. These assets are being amortized on a straight-line basis over their weighted average estimated useful life of 5 years and amortization expense amounted to $5,667 for the year ended December 31, 2017. As of December 31, 2017, the estimated annual amortization expense for each of the next five fiscal years is as follows: 2018 $ 6,800 2019 6,800 2020 6,800 2021 6,800 2022 1,133 Total $ 28,333

ACQUISITION

ACQUISITION	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
NOTE 6 - ACQUISITION	On March 3, 2017, our wholly-owned subsidiary 1847 Neese entered into a stock purchase agreement with Neese and Alan Neese and Katherine Neese, pursuant to which 1847 Neese acquired all of the issued and outstanding capital stock of Neese for an aggregate purchase price of: (i) $2,225,000 in cash (subject to certain adjustments); (ii) 450 shares of the common stock of 1847 Neese, constituting 45% of its capital stock; (iii) the issuance of a vesting promissory note in the principal amount of $1,875,000 (which was determined to have a fair value of $395,634); and (iv) the issuance of a short-term promissory note in the principal amount of $1,025,000. The cash portion of the purchase price would have been adjusted upward if Neese’s final certified balance sheet, as of a date on or about the closing date, did not reflect a cash balance of at least $200,000. The cash balance on the closing date of March 3, 2017 amounted to approximately $676,056. The cash was paid by obtaining financing from Utica Leaseco (see Note 11). The fair value of the purchase consideration issued to the sellers of Neese was allocated to the net tangible assets acquired. We accounted for the acquisition of Neese as the purchase of a business under GAAP under the acquisition method of accounting, the assets and liabilities acquired were recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company. The fair value of the net assets acquired was approximately $8,269,000. The excess of the aggregate fair value of the net tangible assets has been allocated to an intangible asset, value of customer accounts and the remainder to goodwill. Purchase Consideration Cash Consideration (financed by a Capital Lease–Note 11) $ 3,240,000 Add: Subsidiary stock issued as non-controlling interest (Note 14) 852,864 Add: 8% Vesting Promissory Note (Note 10) 395,634 Add: Buyer Short Term Note, at 10% (Note 10) 1,025,000 Total acquisition price $ 5,513,498 Assets acquired and liabilities assumed at fair value Cash $ 676,056 Accounts receivable 156,655 Prepaid expenses 90,238 Inventories 1,037,910 Property and equipment 6,167,104 Other assets 85,322 Accounts payable and accrued expenses (209,913 ) Uncertain tax position (129,000 ) Cash payable to seller (337,645 ) Deferred tax liability (2,079,395 ) Other liabilities Net tangible assets acquired $ 5,457,332 Identifiable intangible assets and Goodwill Intangible assets $ 34,000 Goodwill 22,166 Total Identifiable Intangible Assets and Goodwill $ 56,166 Total net assets acquired $ 5,513,498 The following presents the pro-forma combined results of operations of the Company with Neese as if the entities were combined on January 1, 2016. For the Year Ended December 31, 2017 2016 Revenues, net $ 7,588,524 $ 8,024,603 Net income (loss) allocable to common shareholders $ (608,293 ) $ (143,353 ) Net income (loss) per share $ (0.98 ) $ (0.23 ) Weighted average number of shares outstanding 623,125 623,125 The pro-forma results of operations are presented for information purposes only. The pro-forma results of operations are not intended to present actual results that would have been attained had the acquisitions been completed as of January 1, 2016 or to project potential operating results as of any future date or for any future periods. The estimated useful life remaining on the property and equipment acquired is 1 to 10 years.

LINE OF CREDIT

LINE OF CREDIT	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
NOTE 7 - LINE OF CREDIT	The Company’s subsidiary, Neese, entered into a loan and security agreement with Home State Bank, an Iowa state chartered bank (“Home State Bank”), governing a new revolving credit facility in a principal amount not to exceed $1,000,000 (the “Credit Facility”). The Home State Bank Loan Agreement is available for working capital and other general business purposes. Availability of borrowings under the Credit Facility from time to time is subject to discretionary advances approved by Home State Bank. The outstanding principal balance was $675,000 at December 31, 2017. The Line of Credit bears interest at 4.85% (default rate 7.85%) and is due September 1, 2018.

FLOOR PLAN LOANS PAYABLE

FLOOR PLAN LOANS PAYABLE	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
NOTE 8 - FLOOR PLAN LOANS PAYABLE	At December 31, 2017, $168,137 of Machinery and Equipment inventory was pledged to secure a floor plan loan from a commercial lender. The Company must remit proceeds from the sale of the secured inventory to the floor plan lender and pays a finance charge that can vary monthly at the option of the lender. This amount has been recorded in accounts payable and accrued expenses on the balance sheet as of December 31, 2017.

NOTES PAYABLE

NOTES PAYABLE	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
NOTE 9 - NOTES PAYABLE	Notes payable at December 31, 2017 and December 31, 2016 are summarized as follows: December 31, 2017 December 31, 2016 Note payable - 2018 Kenworth Tractor $ 72,267 $ - Current portion (14,247 ) - Total Non-current portion $ 58,020 $ - This Note from a commercial bank originated July 21, 2017 and is payable in 60 fixed monthly installments of $1,434 at a rate of 4.5% per annum. On September 18, 2017, the Company and its subsidiary, 1847 Neese, Inc. originated two loans totaling $320,658 from a commercial bank secured by two tractors. The loans were payable in 60 fixed monthly installments totaling $5,980 at a rate of 4.5% per annum. The two notes were paid off October 31, 2017 with proceeds from an Amendment to the Utica Leaseco Master Lease Agreement. At December 31, 2017, annual minimum future principal payments under the promissory notes are as follows: Amount For the year ending December 31, 2018 $ 14,247 2019 14,902 2020 15,581 2020 16,302 2022 11,235 Total payments 72,267 Less current portion of principal payments 14,247 Long-term portion of principal payments $ 58,020

PROMISSORY NOTES

PROMISSORY NOTES	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
NOTE 10 - PROMISSORY NOTES	8% Vesting Promissory Note As noted above in Note 6, a portion of the purchase price for the acquisition of Neese was paid by the issuance of a vesting promissory note in the principal amount of $1,875,000 (which was determined to have a fair value of $395,634) by 1847 Neese and Neese to the sellers of Neese. Payment of the principal and accrued interest on the vesting promissory note is subject to vesting and a contingent consideration subject to fair market valuation adjustment at each reporting period. The vesting promissory note bears interest on the vested portion of the principal amount at the rate of eight percent (8%) per annum and is due and payable in full on June 30, 2020 (the “Maturity Date”). The principal of the vesting promissory note vests in accordance with the following formula: · Fiscal Year 2017: If Adjusted EBITDA for the fiscal year ending December 31, 2017, exceeds an Adjusted EBITDA target of $1,300,000 (the “Adjusted EBITDA Target”), then a portion of the principal amount of the vesting promissory note that is equal to sixty percent (60%) of such excess shall vest. Interest shall be payable on such vested portion of principal from January 1, 2017 through the Maturity Date. For the year ended December 31, 2017, Adjusted EBITDA was $788,958, below the threshold amount of $1,300,000, therefore no portion of the note vested in fiscal year 2017. · Fiscal Year 2018: If Adjusted EBITDA for the fiscal year ending December 31, 2018, exceeds the Adjusted EBITDA Target, then a portion of the principal amount of the vesting promissory note that is equal to sixty percent (60%) of such excess shall vest. Interest shall be payable on such vested portion of principal from January 1, 2018 through the Maturity Date. · Fiscal Year 2019: If Adjusted EBITDA for the fiscal year ending December 31, 2019, exceeds the Adjusted EBITDA Target, then a portion of the principal amount of the vesting promissory note that is equal to sixty percent (60%) of such excess shall vest. Interest shall be payable on such vested portion of principal from January 1, 2019 through the Maturity Date. For purposes of the vesting promissory note, “Adjusted EBITDA” means the earnings before interest, taxes, depreciation and amortization expenses, in accordance with GAAP applied on a basis consistent with the accounting policies, practices and procedures used to prepare the financial statements of Neese as of the closing date, plus to the extent deducted in calculating such net income: (i) all expenses related to the transactions contemplated hereby and/or potential or completed future financings or acquisitions, including legal, accounting, due diligence and investment banking fees and expenses; (ii) all management fees, allocations or corporate overhead (including executive compensation) or other administrative costs that arise from the ownership of Neese by 1847 Neese including allocations of supervisory, centralized or other parent-level expense items; (iii) one-time extraordinary expenses or losses; and (iv) any reserves or adjustments to reserves which are not consistent with GAAP. Additionally, for purposes of calculating Adjusted EBITDA, the purchase and sales prices of goods and services sold by or purchased by Neese to or from 1847 Neese, its subsidiaries or affiliates shall be adjusted to reflect the amounts that Neese would have realized or paid if dealing with an independent third-party in an arm’s-length commercial transaction, and inventory items shall be properly categorized as such and shall not be expenses until such inventory is sold or consumed. The vesting promissory note contains customary events of default, including in the event of: (i) non-payment; (ii) a default by 1847 Neese or Neese of any of their covenants under the stock purchase agreement, the vesting promissory note, or any other agreement entered into in connection with the stock purchase agreement, or a breach of any of their representations or warranties under such documents; or (iii) the bankruptcy of 1847 Neese or Neese. 10% Short-Term Promissory Note As noted above in Note 6, a portion of the purchase price for the acquisition of Neese was paid by the issuance of a short-term promissory note in the principal amount of $1,025,000 by 1847 Neese and Neese to the sellers of Neese. The short-term promissory note bears interest on the outstanding principal amount at the rate of ten percent (10%) per annum and is due and payable in full on March 3, 2018; provided, however, that the unpaid principal, and all accrued, but unpaid, interest thereon shall be prepaid if at any time, and from time to time, the cash on hand of 1847 Neese and Neese exceeds $250,000 and, then, the prepayment shall be equal to the amount of cash in excess of $200,000 until the unpaid principal and accrued, but unpaid, interest thereon is fully prepaid. The short-term promissory note contains the same events of default as the vesting promissory note. The short-term promissory note has not been repaid, so we are in default under this note.

CAPITALIZED LEASES

CAPITALIZED LEASES	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
NOTE 11 - CAPITALIZED LEASES	Agreement dated March 3, 2017 The cash portion of the purchase price for the acquisition of Neese (Note 6) was financed under a capital lease transaction for Neese’s equipment with Utica Leas Eco, LLC (the “Lessor” or “Utica”), pursuant to a Master Lease Agreement, dated March 3, 2017, between Utica, as lessor, and 1847 Neese and Neese, as co-lessees (collectively, the “Lessee”). Under the Master Lease Agreement, the Lessor loaned an aggregate of $3,240,000 for certain of Neese’s equipment listed therein (the “Equipment”), which it leases to the Lessee. The initial term of the Master Lease Agreement was for 51 months. Under the Master Lease Agreement, the Lessee agreed to pay a monthly rent of $53,000 for the first three (3) months, with such amount increasing to $85,321.63 for the remaining forty-eight (48) months. On June 14, 2017, the parties entered into a first amendment to lease documents, pursuant to which the parties agreed to, among other things, extend the term of the Master Lease Agreement from 51 months to 57 months and amend the payments due thereunder. Under the amendment, the Lessee agreed to pay a monthly rent of $53,000 for the first ten (10) months, with such amount increasing to $85,321.63 for the remaining forty-seven (47) months. In connection with the extension of the term of the Master Lease Agreement, the parties also amended the schedule of stipulated loss values and early termination payment schedule attached thereto. In connection with the amendment, the Lessee agreed to pay the Lessor an amendment fee of $2,500. On February 1, 2018, Utica agreed to continue the $53,000 payments for three additional months and extend the maturity of the loan by three months. Additionally, Utica agreed to defer the February 3, 2018 payment to February 20, 2018. The Company paid one-half the normal late fee, $2,650 for the late payment. On March 2, 2018, Utica agreed to defer the March 3 payment to March 30, 2018. The Company will pay a late payment fee of $5,300 for the payment deferral. Amendment dated October 31, 2017 As of October 31, 2017, the Company entered into an amendment of the March 3, 2017 Master Lease Agreement with Utica. The proceeds from the amendment were $980,000, which the Company used to purchase new equipment for use in its business and for one tractor for resale included in inventory. The term of the second master lease agreement was for 51 months with payments of $25,807.16 per month. If any rent is not received by the Lessor within five (5) calendar days of the due date, the Lessee shall pay a late charge equal to ten (10%) percent of the amount. In addition, in the event that any payment is not processed or is returned on the basis of insufficient funds, upon demand, the Lessee shall pay the Lessor a charge equal to five percent (5%) of the amount of such payment. The Lessee is also required to pay an annual administration fee of $5,000. Upon the expiration of the term of the Master Lease Agreement, the Lessee is required to pay, together with all other amounts then due and payable under the Master Lease Agreement, in cash, an end of term buyout price equal to the lesser of: (a) $162,000 (five percent (5%) of the Total Invoice Cost (as defined in the Master Lease Agreement)); or (b) the fair market value of the Equipment, as determined by the Lessor. Upon the expiration of the Amendment to the Master Lease Agreement, the Lessee is required to pay, together with all other amounts then due and payable under the Master Lease Agreement, in cash, an end of term buyout price equal to the lesser of: (a) $49,000 (five percent (5%) of the Total Invoice Cost (as defined in the Master Lease Agreement)); or (b) the fair market value of the Equipment, as determined by the Lessor Provided that no default under the Master Lease Agreement or the Amendment has occurred and is continuing beyond any applicable grace or cure period, the Lessee has an early buy-out option with respect to all but not less than all of the Equipment, upon the payment of any outstanding rental payments or other fees then due, plus an additional amount set forth in the Master Lease Agreement and the Amendment, which represents the anticipated fair market value of the Equipment as of the anticipated end date of the Master Lease Agreement. In addition, the Lessee shall pay to the Lessor an administrative charge to be determined by the Lessor to cover its time and expenses incurred in connection with the exercise of the option to purchase, including, but not limited to, reasonable attorney fees and costs. Furthermore, upon the exercise by the Lessee of this option to purchase the Equipment, the Lessee shall pay all sales and transfer taxes and all fees payable to any governmental authority as a result of the transfer of title of the Equipment to Lessee. The early buy-out option is not available on the Amendment to the Master Lease Agreement until after June 30, 2018. In connection with the Master Lease Agreement and the Amendment thereto, the Lessee granted a security interest on all of its right, title and interest in and to: (i) the Equipment, together with all related software (embedded therein or otherwise) and general intangibles, all additions, attachments, accessories and accessions thereto whether or not furnished by the supplier; (ii) all accounts, chattel paper, deposit accounts, documents, other equipment, general intangibles, instruments, inventory, investment property, letter of credit rights and any supporting obligations related to any of the foregoing; (iii) all books and records pertaining to the foregoing; (iv) all property of such Lessee held by the Lessor, including all property of every description, in the custody of or in transit to the Lessor for any purpose, including safekeeping, collection or pledge, for the account of such Lessee or as to which such Lessee may have any right or power, including but not limited to cash; and (v) to the extent not otherwise included, all insurance, substitutions, replacements, exchanges, accessions, proceeds and products of the foregoing. If the Company sells equipment, it must remit to Utica the amount loaned against the equipment. Such payments are accumulated and applied to the balance at the end of the lease term. During the period March 3, 2017 to December 31, 2017, $21,900 of payments were remitted to Utica. The assets and liabilities under the master lease agreement are recorded at the fair value of the assets. The Company adopted ASU 2015-03 by deducting $200,365 of net debt issuance costs from the long-term portion of the capital lease. Amortization of debt issuance costs totaled $37,282 for the period March 3, 2017 to December 31, 2017. At December 31, 2017, annual minimum future lease payments under this Master Lease Agreement and Amendment are as follows: Amount For the year ending December 31, 2018 $ 1,204,259 2019 1,333,545 2020 1,333,545 2021 1,333,545 2022 196,451 Total minimum lease payments 5,401,345 Less amount representing interest (1,556,043 ) Present value of minimum lease payments 3,845,302 Less current portion of minimum lease (615,349 ) Less debt issuance costs, net (156,065 ) Less payments to Lessor for release of lien (21,900 ) End of lease buyout payments 211,000 Long-term present value of minimum lease payment $ 3,262,988 The interest rate on the capitalized lease is approximately 15.4%.

LEASE

LEASE	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
NOTE 12 - LEASE	The Company leases a piece of equipment on an operating lease. The lease originated in May 2014 for a five year term with annual payments of $11,830. Following is a summary of remaining lease payments: Year Ending December 31 2018 $ 11,830 2019 11,830 Total remaining payments $ 23,660

RELATED PARTIES

RELATED PARTIES	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
NOTE 13 - RELATED PARTIES	Management Services Agreement On April 15, 2013, the Company and 1847 Partners LLC (“our manager”), entered into a management services agreement, pursuant to which we are required to pay our manager a quarterly management fee equal to 0.5% (2.0% annualized) of our adjusted net assets for services performed. On September 15, 2013, the parties entered into an amendment to the 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 does not apply to Neese or any businesses that we acquire in the future. As of October 1, 2015, our manager agreed to suspend the flat quarterly management fee in the management consulting business due to the uncertainty of the underlying management services. In the year ended December 31, 2016, we determined the outstanding receivables are not likely to be collected and consequently wrote-off the balance of $100,000 to bad debt expense. Offsetting Management Services Agreement - 1847 Neese On March 3, 2017, 1847 Neese entered into an offsetting management services agreement with our manager. Pursuant to the offsetting management services agreement, 1847 Neese appointed our manager to provide certain services to it for a quarterly management fee equal to $62,500 per quarter; provided, however, that: (i) pro rated payments shall be made in the first quarter and the last quarter of the term; (ii) if the aggregate amount of management fees paid or to be paid by 1847 Neese, together with all other management fees paid or to be paid by all other subsidiaries of the Company to our manager, in each case, with respect to any fiscal year exceeds, or is expected to exceed, 9.5% of our gross income with respect to such fiscal year, then the management fee to be paid by 1847 Neese for any remaining fiscal quarters in such fiscal year shall be reduced, on a pro rata basis determined by reference to the management fees to be paid to our manager by all of the subsidiaries of the Company, until the aggregate amount of the management fee paid or to be paid by 1847 Neese, together with all other management fees paid or to be paid by all other subsidiaries of the Company to our manager, in each case, with respect to such fiscal year, does not exceed 9.5% of our gross income with respect to such fiscal year; and (iii) if the aggregate amount of the management fee paid or to be paid by 1847 Neese, together with all other management fees paid or to be paid by all other subsidiaries of the Company to our manager, in each case, with respect to any fiscal quarter exceeds, or is expected to exceed, the aggregate amount of the management fee (before any adjustment thereto) calculated and payable under the management services agreement (the “Parent Management Fee”) with respect to such fiscal quarter, then the management fee to be paid by 1847 Neese for such fiscal quarter shall be reduced, on a pro rata basis, until the aggregate amount of the management fee paid or to be paid by 1847 Neese, together with all other management fees paid or to be paid by all other subsidiaries of the Company to our manager, in each case, with respect to such fiscal quarter, does not exceed the Parent Management Fee calculated and payable with respect to such fiscal quarter. 1847 Neese shall also reimburse our manager for all costs and expenses of 1847 Neese which are specifically approved by the board of directors of 1847 Neese, including all out-of-pocket costs and expenses, that are actually incurred by our manager or its affiliates on behalf of 1847 Neese in connection with performing services under the offsetting management services agreement. The services provided by our manager include: conducting general and administrative supervision and oversight of 1847 Neese’s day-to-day business and operations, including, but not limited to, recruiting and hiring of personnel, administration of personnel and personnel benefits, development of administrative policies and procedures, establishment and management of banking services, managing and arranging for the maintaining of liability insurance, arranging for equipment rental, maintenance of all necessary permits and licenses, acquisition of any additional licenses and permits that become necessary, participation in risk management policies and procedures; and overseeing and consulting with respect to 1847 Neese’s business and operational strategies, the implementation of such strategies and the evaluation of such strategies, including, but not limited to, strategies with respect to capital expenditure and expansion programs, acquisitions or dispositions and product or service lines. The Company expensed $219,986 in management fee for the period of March 3, 2017 through December 31, 2017. Advances From time to time, the Company has received advances from certain of its officers to meet short-term working capital needs. As of December 31, 2017 and 2016, a total of $118,833 and $108,878 advances from related parties are outstanding. These advances are unsecured, bear no interest, and do not have formal repayment terms or arrangements. As of December 31, 2017, 1847 Partners, LLC has funded the Company $60,870 in related party advances. These advances are unsecured, bear no interest, and do not have formal repayment terms or arrangements. Building Lease We lease a building from officers of Neese (See Note 15).

SHAREHOLDERS DEFICIT

SHAREHOLDERS DEFICIT	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
NOTE 14 - SHAREHOLDERS’ DEFICIT	Allocation shares As of December 31, 2017 and December 31, 2016, we 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 our operating agreement and in connection with certain other corporate transactions as specified in our operating agreement. Our manager owns 100% of the allocation shares of the 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 the Company. Our manager received the allocation shares with its initial capitalization of the Company. The allocation shares generally will entitle our manager to receive a twenty percent (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 eight percent (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 shares We have authorized 500,000,000 common shares as of December 31, 2017 and December 31, 2016 and we had 3,115,500 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 the Company for a vote. On June 9, 2017, we completed a 1-for-25 reverse stock split of our outstanding common shares. As a result of this stock split, our issued and outstanding common shares decreased from 77,887,500 to 3,115,500 shares. On January 22, 2018, we completed a 1-for-5 reverse split of our outstanding common shares. As a result of this stock split, our issued and outstanding common shares decreased from 3,115,500 to 623,125 shares. Accordingly, all share and per share information has been restated to retroactively show the effect of this stock split. During the period ended December 31, 2017, we did not issue any equity securities. Noncontrolling Interests Our Company owns 55.0% of 1847 Neese. For financial interests in which the Company owns a controlling financial interest, the Company applies the provisions of ASC 810, which are applicable to reporting the equity and net income or loss attributable to noncontrolling interests. The results of 1847 Neese are included in the consolidated statement of income. The net loss attributable to the 45% non-controlling interest of the subsidiary amount to $166,619 for the period March 3, 2017 through December 31, 2017.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
NOTE 15 - COMMITMENTS AND CONTINGENCIES	Proposed Acquisition of Fitness CF Clubs On July 7, 2017, 1847 Fitness, a newly-formed subsidiary of the Company, entered into a membership interest purchase agreement with Central Florida Health Clubs, LLC d/b/a Gold’s Gym Orlando, a Florida limited liability company, CLFL, LLC d/b/a Gold’s Gym Clermont, a Florida limited liability company, MTDR LLC d/b/a Gold’s Gym Mt. Dora, a Florida limited liability company, SCFL, LLC d/b/a Gold’s Gym St. Cloud, a Florida limited liability company (collectively, the “Companies”), and the sellers set forth in Exhibit A to the membership interest purchase agreement. On November 7, 2017 and December 18, 2017, the parties entered into amendments to the membership interest purchase agreement. Pursuant to the membership interest purchase agreement, as amended, 1847 Fitness will acquire all of the issued and outstanding equity interests in the Companies for an aggregate purchase price of $15,908,000 (assuming full payment of the Gross-Up Amount described below), consisting of: (i) $14,500,000 in cash (subject to adjustment), which includes a non-refundable deposit in the amount of $50,000 that has been paid; (ii) the Gross-Up Amount (as described below); (iii) 135 shares of the common stock of 1847 Fitness (the “Shares”), constituting 13.5% of the capital stock of 1847 Fitness; and (iv) the issuance of promissory notes in the aggregate principal amount of $1,000,000, in the form and upon such terms as are mutually agreed upon by the parties before the closing date. The “Gross-Up Amount” means the amount the cash portion of the purchase price will be increased, up to a maximum of $238,000, if, subsequent to the date of the membership interest purchase agreement and prior to the closing date, any seller who receives Shares determines that he, she or it will incur a federal tax liability resulting from the receipt of the Shares as a portion of the purchase price. The cash portion of the purchase price is subject to several pre-closing adjustments. If the Companies’ working capital is less than -$40,000, then the cash portion of the purchase price will be reduced by an amount equal to such difference. In addition, the cash portion will be decreased by the amount of any outstanding indebtedness of the Companies existing as of the closing date. If the Companies complete the acquisition of an additional fitness club located in Clermont, Florida, then the cash portion will be increased by an amount equal to 125% of the capitalized costs associated with the new club. Finally, the cash portion will be increased by an amount equal to the aggregate amounts actually paid by MTDR LLC and CLFL, LLC to third parties on or prior to the closing date for locker room renovations; provided, however that the amount of such increase shall not exceed $100,000 in the aggregate; and provided, further, that the amount of such increase shall be reduced, on a dollar for dollar basis, to the extent that the sellers directly receive the benefit of any of the annual fee billings due from MTDR LLC’s and CLFL, LLC’s members in January 2018. The cash portion of the purchase price is also subject to a post-closing working capital adjustment provision. Under this provision, the cash portion of the purchase price will be adjusted upward if the working capital reflected in the final certified balance sheet of the Companies as of a date on or about the closing date exceeds the working capital reflected in the preliminary balance sheet of the Companies. The cash portion of the purchase price will be adjusted downward if the working capital reflected in the final certified balance sheet of the Companies as of a date on or about the closing date is less than the working capital reflected in the preliminary balance sheet of the Companies. In each case, the working capital adjustment will be calculated in accordance with the working capital details specified in the membership interest purchase agreement. The membership interest purchase agreement contains customary representations, warranties and covenants, including a covenant that the sellers will not compete with the business of the Companies for a period of three years following closing. The membership interest purchase agreement also contains mutual indemnification for breaches of representations or warranties and failure to perform covenants or obligations contained in the membership interest purchase agreement. In the case of the indemnification provided by the sellers with respect to breaches of certain non-fundamental representations and warranties, the sellers will only become liable for indemnified losses if the amount exceeds $150,000. Furthermore, the liability of the sellers for breaches of certain non-fundamental representations and warranties shall not exceed the purchase price payable under the membership interest purchase agreement. The closing of the membership interest purchase agreement is subject to customary closing conditions, including, without limitation: (1) the completion of business, accounting and legal due diligence investigations; the receipt of all authorizations, consents and approvals of all governmental authorities or agencies; (2) the receipt of any required consents of any third parties; the release of any security interests; and (3) delivery of all documents required for the transfer of shares of the Companies to 1847 Fitness. Under the membership interest purchase agreement, the closing of the transaction was to occur during February 2018 and the agreement would automatically terminate if the closing did not occur by February 28, 2018. The parties are currently negotiating an amendment to extend the termination date. Agreement of Lease - Related Party On March 3, 2017, Neese entered into an agreement of lease with K&A Holdings, LLC, a limited liability company that is wholly-owned by officers of Neese. The agreement of lease is for a term of ten (10) years and provides for a base rent of $8,333 per month. In the event of late payment, interest shall accrue on the unpaid amount at the rate of eighteen percent (18%) per annum. The agreement of lease contains customary events of default, including if Neese shall fail to pay rent within five (5) days after the due date, or if Neese shall fail to perform any other terms, covenants or conditions under the agreement of lease, and other customary representations, warranties and covenants. Future minimum lease payments are approximately as follows: Year Ending December 31, Operating Leases 2018 $ 100,000 2019 100,000 2020 100,000 2021 100,000 2022 100,000 thereafter 416,467 Total minimum lease payments $ 916,667 Corporate office 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.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
NOTE 16 – INCOME TAXES	As of December 31, 2017 and 2016, the Company had net operating loss carry forwards of approximately $592,000 and $0, respectively, that may be available to reduce future years’ taxable income in varying amounts through 2034. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. The components for the provision of income taxes include: December 31, 2017 December 31, 2016 Current Federal and State $ - $ - Deferred Federal and State (1,091,000 ) - Total (benefit) provision for income taxes $ (1,091,000 ) $ - A reconciliation of the statutory US Federal income tax rate to the Company’s effective income tax rate is as follows: December 31, 2017 December 31, 2016 Federal tax 34.0 % - State tax 6.8 % - Non-income based excises (0.7 )% - Permanent items 0.2 % - Rate change from TCJA 31.8 % - Effective income tax rate 72.1 % - On December 22, 2017 the Tax Cuts and Jobs Act (“TCJA”) was signed into law. Pursuant to Staff Accounting Bulletin No 118, a reasonable estimate of the specific income tax effects for the TCJA can be determined and the Company is reporting these provisional amounts. Accordingly, the Company may revise these estimates in the upcoming year. The TCJA reduces the corporate income tax rate from 34% to 21% effective January 1, 2018. All deferred income tax assets and liabilities, including NOL’s have been measured using the new rate under the TCJA and are reflected in the valuation of these assets as of December 31, 2017. The value of our deferred tax liabilities has decreased by $459,000 and the benefit has been reflected in our current tax rate. Deferred income taxes reflect the net tax effect of temporary differences between amounts recorded for financial reporting purposes and amounts used for tax purposes. The major components of deferred tax assets and liabilities are as follows: December 31, 2017 December 31, 2016 Deferred tax assets Receivables $ 4,000 $ - Loss carryforward 217,000 - Total deferred tax assets $ 221,000 $ - Deferred tax liabilities Fixed assets $ (1,209,000 ) $ - IRC Sec 481 Change in Accounting Method - - Total deferred tax liabilities $ (1,209,000 ) $ - - - Total net deferred income tax liabilities $ (988,000 ) $ - During 2017, the Company recorded $(2,079,000) of deferred tax liabilities with the acquisition of Neese, Inc., recorded a net tax benefit of $459,000 from the TCJA, and a net tax benefit of $693,000 from current year operations. The net deferred income tax liability of $988,000 consists of a net current deferred tax asset of $4,000, and net long term deferred tax liability of $(992,000). At December 31, 2017 a net operating loss (“NOL”) carryforward for federal income tax purposes is $592,000. The Federal NOL’s will begin to expire in 2037. The Company has recorded activity related to the gross unrecognized tax benefits (excluding interest and penalties) as follows: December 31, 2017 December 31, 2016 Gross unrecognized tax benefit at the beginning of the year $ 130,000 $ - Increase in tax positions to the current year - - Decreases due to lapses in applicable statutes of limitations (4,000 ) - Total (benefit) provision for income taxes $ 126,000 $ - The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. At December 31, 2017 and 2016, accrued interest and penalties were $25,000 and $0, respectively. The tax years ended December 31, 2014 through December 31, 2017 are considered to be open under statute and therefore may be subject to examination by the Internal Revenue Service and various state jurisdictions.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2017
Notes to Financial Statements
NOTE 17 - SUBSEQUENT EVENTS	In accordance with SFAS 165 (ASC 855-10), the Company has analyzed its operations subsequent to December 31, 2017 to the date these financial statements were issued, and has determined that, except as set forth below, it does not have any material subsequent events to disclose in these financial statements. On January 22, 2018, we completed a 1-for-5 reverse split of our outstanding common shares. As a result of this stock split, our issued and outstanding common shares decreased from 3,115,500 to 623,125 shares. Accordingly, all share and per share information has been restated to retroactively show the effect of this stock split. On January 3, 2018, we issued a grid promissory note to our manager in the initial principal amount of $50,000. The note provides that we may from time to time request additional advances from our manager up to an aggregate additional amount of $100,000, which will be added to the note if our manager, in its sole discretion, so provides. Interest shall accrue on the unpaid portion of the principal amount and the unpaid portion of all advances outstanding at a fixed rate of 8% per annum, and along with the outstanding portion of the principal amount and the outstanding portion of all advances, shall be payable in one lump sum due on the maturity date, which is the first anniversary of the date of the note. If all or a portion of the principal amount or any advance under the note, or any interest payable thereon is not paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate of 12% per annum. In the event we complete a financing involving at least $500,000, we must, contemporaneously with the closing of such financing transaction, repay the entire outstanding principal and accrued and unpaid interest on the note. The note is unsecured and contains customary events of default.

SUMMARY OF SIGNIFICANT ACCOUN24

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2017
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 (“GAAP”) and are presented in US dollars.
Consolidated Financial Statements	The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, 1847 Management and 1847 Neese. All significant intercompany balances and transactions have been eliminated in consolidation.
Accounting Basis	The Company uses the accrual basis of accounting and GAAP. The Company has adopted a calendar year end.
Stock Splits	On July 2, 2014, the Company amended its operating agreement to increase our authorized common shares from 50,000,000 to 500,000,000 shares. On the same date, we also completed a forward stock split of our issued and outstanding common shares at a ratio of 75 for 1. As a result of this stock split, our issued and outstanding common shares were increased from 1,038,050 to 77,853,750 shares. On June 9, 2017, we completed a 1-for-25 reverse stock split of our outstanding common shares. As a result of this stock split, our issued and outstanding common shares decreased from 77,887,500 to 3,115,500 shares. On January 22, 2018, we completed a 1-for-5 reverse split of our outstanding common shares. As a result of this stock split, our issued and outstanding common shares decreased from 3,115,500 to 623,125 shares. Accordingly, all share and per share information has been restated to retroactively show the effect of these stock splits.
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 our prior financial statements and accompanying notes to conform to the presentation as of and for the year ended December 31, 2017.
Revenue Recognition	We are a dealer for several manufacturers and earn revenue from the sale of parts and equipment purchased from these manufacturers. We also earn service revenue from trucking and manure hauling and spreading. 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) a sale of equipment or parts has occurred or a service has been rendered and 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.
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 machinery and equipment and parts acquired for resale and is valued at the lower-of-cost-or-market with cost determined on a specific item basis. 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 it needed an obsolescence allowance of $70,000 for the year ended December 31, 2017, which was charged to cost of goods sold.
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 (Years) Building and Improvements 4 Machinery & Equipment 3-7 Tractors 3-7 Trucks and vehicles 3-6
Goodwill and Intangibles	Goodwill and Other 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
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	Our 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.
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	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 our 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 our 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 December 31, 2017.
Comprehensive Income	The Company has established standards for reporting and displaying 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.
Going Concern Assessment	Beginning with the year ended December 31, 2017 and all annual and interim periods thereafter, management will assess 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 and the sale of a note to support cashflow from operations. The Company attributes the 2017 losses to public company corporate overhead and losses generated by some of our subsidiary operations. As of and for the year ended December 31, 2017, the Company had a net loss of $606,576 and negative working capital of approximately $2.0 million. 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 consolidated financial statements in this Annual Report on Form 10-K, 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 February 2016, the FASB issued ASU 2016-02, Leases In June 2016, the FASB issued ASU 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, as a new Topic, Accounting Standards Codification (“ASC”) Topic 606, which supersedes existing accounting standards for revenue recognition and creates a single framework. Additional updates to Topic 606 issued by the FASB in 2015 and 2016 include the following: · ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of the new guidance such that the new provisions will now be required for fiscal years, and interim periods within those years, beginning after December 15, 2017. · ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations, which clarifies the implementation guidance on principal versus agent considerations (reporting revenue gross versus net). · ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which clarifies the implementation guidance on identifying performance obligations and classifying licensing arrangements. · ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which clarifies the implementation guidance in a number of other areas. The underlying principle is to use a five-step analysis of transactions to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The standard permits the use of either a retrospective or modified retrospective application. ASU 2014-09 and ASU 2016-12 are effective for annual reporting periods beginning after December 15, 2017. The Company will adopt ASC 606 using the modified retrospective method for annual and interim reporting periods beginning January 1, 2018. The Company has aggregated and reviewed its contracts that are within the scope of ASC 606. Based on its evaluation, the Company does not anticipate the adoption of ASC 606 will have a material impact on its balance sheet or related consolidated statements of earnings, equity or cash flows. Accordingly, the Company will continue to recognize revenue at the time services are delivered and parts and equipment are sold. Recently Adopted In April 2015, the FASB issued ASU 2015-03, Interest Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business

SUMMARY OF SIGNIFICANT ACCOUN25

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2017
Summary Of Significant Accounting Policies Tables
Property and equipment useful lives	Useful Life (Years) Building and Improvements 4 Machinery & Equipment 3-7 Tractors 3-7 Trucks and vehicles 3-6
Identifiable intangible assets	Acquired identifiable intangible assets are amortized over the following periods: Acquired intangible Asset Amortization Basis Expected Life (years) Customer-Related Straight-line basis 5

INVENTORIES (Tables)

INVENTORIES (Tables)	12 Months Ended
	Dec. 31, 2017
Inventories Tables
Schedule of Inventory	2017 2016 Machinery & Equipment $ 715,483 $ - Parts 191,088 - Subtotal 906,571 Allowance for inventory obsolescence (70,000 ) Inventory, net $ 836,571 $ -

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2017
Property And Equipment Tables
Schedule of property and equipment	Classification 2017 2016 Buildings and improvements $ 5,338 $ - Equipment and machinery 2,908,154 - Tractors 3,129,888 - Trucks and other vehicles 1,169,805 - Total 7,213,185 - Less: Accumulated depreciation (1,113,966 ) - Property and equipment, net $ 6,099,219 $ -

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	12 Months Ended
	Dec. 31, 2017
Intangible Assets Tables
INTANGIBLE ASSETS	Customer Relationships Identifiable intangible assets, gross $ 34,000 Accumulated amortization (5,667 ) Identifiable intangible assets, net $ 28,333
Estimated annual amortization expense	2018 $ 6,800 2019 6,800 2020 6,800 2021 6,800 2022 1,133 Total $ 28,333

ACQUISITION (Tables)

ACQUISITION (Tables)	12 Months Ended
	Dec. 31, 2017
Acquisition Tables
Schedule of Business Acquisitions by Acquisition, Contingent Consideration	Purchase Consideration Cash Consideration (financed by a Capital Lease–Note 11) $ 3,240,000 Add: Subsidiary stock issued as non-controlling interest (Note 14) 852,864 Add: 8% Vesting Promissory Note (Note 10) 395,634 Add: Buyer Short Term Note, at 10% (Note 10) 1,025,000 Total acquisition price $ 5,513,498 Assets acquired and liabilities assumed at fair value Cash $ 676,056 Accounts receivable 156,655 Prepaid expenses 90,238 Inventories 1,037,910 Property and equipment 6,167,104 Other assets 85,322 Accounts payable and accrued expenses (209,913 ) Uncertain tax position (129,000 ) Cash payable to seller (337,645 ) Deferred tax liability (2,079,395 ) Other liabilities Net tangible assets acquired $ 5,457,332 Identifiable intangible assets and Goodwill Intangible assets $ 34,000 Goodwill 22,166 Total Identifiable Intangible Assets and Goodwill $ 56,166 Total net assets acquired $ 5,513,498
Business acquisition pro forma information	For the Year Ended December 31, 2017 2016 Revenues, net $ 7,588,524 $ 8,024,603 Net income (loss) allocable to common shareholders $ (608,293 ) $ (143,353 ) Net income (loss) per share $ (0.98 ) $ (0.23 ) Weighted average number of shares outstanding 623,125 623,125

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	12 Months Ended
	Dec. 31, 2017
Notes Payable Tables
Notes payable	December 31, 2017 December 31, 2016 Note payable - 2018 Kenworth Tractor $ 72,267 $ - Current portion (14,247 ) - Total Non-current portion $ 58,020 $ -
Schedule of annual minimum future lease payments	Amount For the year ending December 31, 2018 $ 14,247 2019 14,902 2020 15,581 2020 16,302 2022 11,235 Total payments 72,267 Less current portion of principal payments 14,247 Long-term portion of principal payments $ 58,020

CAPITALIZED LEASES (Tables)

CAPITALIZED LEASES (Tables)	12 Months Ended
	Dec. 31, 2017
Capitalized Leases Tables
Schedule of Future Minimum Lease Payments for Capital Leases	Amount For the year ending December 31, 2018 $ 1,204,259 2019 1,333,545 2020 1,333,545 2021 1,333,545 2022 196,451 Total minimum lease payments 5,401,345 Less amount representing interest (1,556,043 ) Present value of minimum lease payments 3,845,302 Less current portion of minimum lease (615,349 ) Less debt issuance costs, net (156,065 ) Less payments to Lessor for release of lien (21,900 ) End of lease buyout payments 211,000 Long-term present value of minimum lease payment $ 3,262,988

LEASE (Tables)

LEASE (Tables)	12 Months Ended
	Dec. 31, 2017
Lease Tables
Operating lease	Year Ending December 31 2018 $ 11,830 2019 11,830 Total remaining payments $ 23,660

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	12 Months Ended
	Dec. 31, 2017
Commitments And Contingencies Tables
Schedule of Future Minimum Rental Payments for Operating Leases	Year Ending December 31, Operating Leases 2018 $ 100,000 2019 100,000 2020 100,000 2021 100,000 2022 100,000 thereafter 416,467 Total minimum lease payments $ 916,667

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2017
Income Taxes Tables
Provision of income taxes	December 31, 2017 December 31, 2016 Current Federal and State $ - $ - Deferred Federal and State (1,091,000 ) - Total (benefit) provision for income taxes $ (1,091,000 ) $ -
A reconciliation effective income tax rate	December 31, 2017 December 31, 2016 Federal tax 34.0 % - State tax 6.8 % - Non-income based excises (0.7 )% - Permanent items 0.2 % - Rate change from TCJA 31.8 % - Effective income tax rate 72.1 % -
Deferred tax assets and liabilities	December 31, 2017 December 31, 2016 Deferred tax assets Receivables $ 4,000 $ - Loss carryforward 217,000 - Total deferred tax assets $ 221,000 $ - Deferred tax liabilities Fixed assets $ (1,209,000 ) $ - IRC Sec 481 Change in Accounting Method - - Total deferred tax liabilities $ (1,209,000 ) $ - - - Total net deferred income tax liabilities $ (988,000 ) $ -
Cumulative tax effect expected rate	December 31, 2017 December 31, 2016 Deferred tax asset attributable to: Net operating loss carryover $ 270,583 $ 164,129 Less: valuation allowance (270,583 ) (164,129 ) Net deferred tax asset $ - $ -
Unrecognized tax benefits	December 31, 2017 December 31, 2016 Gross unrecognized tax benefit at the beginning of the year $ 130,000 $ - Increase in tax positions to the current year - - Decreases due to lapses in applicable statutes of limitations (4,000 ) - Total (benefit) provision for income taxes $ 126,000 $ -

ORGANIZATION AND NATURE OF BU35

ORGANIZATION AND NATURE OF BUSINESS (Details Narrative)	12 Months Ended
	Dec. 31, 2017	Sep. 30, 2013
State of incorporation	Delaware
Date of Incorporation	Jan. 22, 2013
Firm One [Member]
Acquired interest percentage		50.00%
Firm Two [Member]
Acquired interest percentage		50.00%

SUMMARY OF SIGNIFICANT ACCOUN36

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	12 Months Ended
	Dec. 31, 2017
Building and Improvements [Member]
Estimated useful lives of property and quipment	P4Y
Machinery & Equipment [Member] | Minimum [Member]
Estimated useful lives of property and quipment	P3Y
Machinery & Equipment [Member] | Maximum [Member]
Estimated useful lives of property and quipment	P7Y
Tractors [Member] | Minimum [Member]
Estimated useful lives of property and quipment	P3Y
Tractors [Member] | Maximum [Member]
Estimated useful lives of property and quipment	P7Y
Trucks and vehicles [Member] | Minimum [Member]
Estimated useful lives of property and quipment	P3Y
Trucks and vehicles [Member] | Maximum [Member]
Estimated useful lives of property and quipment	P6Y

SUMMARY OF SIGNIFICANT ACCOUN37

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1)	12 Months Ended
	Dec. 31, 2017
Summary Of Significant Accounting Policies Details 1
Acquired intangible Asset	Customer-Related
Amortization Basis	Straight-line basis
Expected Life	5 years

SUMMARY OF SIGNIFICANT ACCOUN38

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Jun. 09, 2017	Jul. 02, 2014	Jan. 22, 2018	Dec. 31, 2017	Dec. 31, 2016
Summary Of Significant Accounting Policies Details Narrative
Stock Split	1 for 25	75 for 1	1-for-5
Increase/Decrease in issued and outstanding common shares	77,887,500 to 3,115,500 shares	1,038,050 to 77,853,750 shares	3,115,500 to 623,125 shares
Increase/Decrease in authorized common shares		50,000,000 to 500,000,000 shares
Obsolescence allowance				$ (70,000)
NET LOSS				(668,176)	$ (269,844)
Working capital				$ (2,000,000)

INVENTORIES (Details)

INVENTORIES (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Subtotal	$ 906,571
Allowance for inventory obsolescence	(70,000)
Inventory, net	836,571
Machinery & Equipment [Member]
Subtotal	715,483
Parts [Member]
Subtotal	$ 191,088

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Total	$ 7,213,185
Less: Accumulated depreciation	(1,113,966)
Property and equipment, net	6,099,219
Buildings And Improvements [Member]
Total	5,338
Machinery & Equipment [Member]
Total	2,908,154
Tractors [Member]
Total	3,129,888
Trucks And Other Vehicles [Member]
Total	$ 1,169,805

PROPERTY AND EQUIPMENT (Detai41

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Depreciation expense	$ 1,120,000	$ 0
Floor Plan Loans [Member]
Machinery and Equipment inventory pledged to secure a loan	205,628
Utica Leasco [Member] | Floor Plan Loans [Member]
Machinery and Equipment inventory pledged to secure a loan	$ 168,137

INTANGIBLE ASSETS (Details)

INTANGIBLE ASSETS (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Identifiable intangible assets, net	$ 28,333
Customer Relationships [Member]
Identifiable intangible assets, gross	34,000
Accumulated amortization	(5,667)
Identifiable intangible assets, net	$ 28,333

INTANGIBLE ASSETS (Details 1)

INTANGIBLE ASSETS (Details 1) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Intangible Assets Details 1
2,018	$ 6,800
2,019	6,800
2,020	6,800
2,021	6,800
2,022	1,133
Total	$ 28,333

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative)	12 Months Ended
	Dec. 31, 2017USD ($)
Weighted average estimated useful life	5 years
Customer Relationships [Member]
Identifiable intangible assets	$ 34,000
Amortization expense	$ 5,667

ACQUISITION (Details)

ACQUISITION (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Purchase Consideration
Cash Consideration (financed by a Capital Lease –Note 11)	$ 3,240,000
Add: Subsidiary stock issued as non-controlling interest (Note 14)	852,864
Add: 8% Vesting Promissory Note (Note 10)	395,634
Add: Buyer Short Term Note, at 10% (Note 10)	1,025,000
Total acquisition price	5,513,498
Assets acquired and liabilities assumed at fair value
Cash	676,056
Accounts receivable	156,655
Prepaid expenses	90,238
Inventories	1,037,910
Property and equipment	6,167,104
Other assets	85,322
Accounts payable and accrued expenses	(209,913)
Uncertain tax position	(129,000)	$ 130,000
Cash payable to seller	(337,645)
Deferred tax liability	(2,079,395)
Other liabilities
Net tangible assets acquired	5,457,332
Identifiable intangible assets and Goodwill
Intangible assets	34,000
Goodwill	22,166
Total Identifiable Intangible Assets	56,166
Total net assets acquired	$ 5,513,498

ACQUISITION (Details 1)

ACQUISITION (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Net income (loss) per share	$ (0.76)	$ (0.43)
Weighted average number of shares outstanding	623,125	623,125
Business Acquisitions [Member]
Revenues, net	$ 7,588,524	$ 8,024,603
Net income (loss) allocable to common shareholders	$ (608,293)	$ (143,353)
Net income (loss) per share	$ (0.98)	$ (0.23)
Weighted average number of shares outstanding	623,125	623,125

ACQUISITION (Details Narrative)

ACQUISITION (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Business acquisition short term promissory note	$ 126,000
Interest rate percentage	15.40%
Minimum [Member]
Business acquisition cash balance, closing	$ 200,000
Estimated useful life	1 year
Maximum [Member]
Estimated useful life	10 years
1847 Neese Corporation [Member] | Neese Acquisition [Member]
Business acquisition purchase price	$ 2,225,000
Business acquisition equity interest issued or issuable	450 shares of the common stock of 1847 Neese, constituting 45% of its capital stock;
Business acquisition vesting promissory note	$ 1,875,000
Business acquisition fair value	395,634
Business acquisition short term promissory note	1,025,000
Business acquisition cash balance, closing	676,056
Business acquisition fair value of net assets acquired	$ 8,269,000

LINE OF CREDIT (Details Narrati

LINE OF CREDIT (Details Narrative) - Home State Bank [Member]	12 Months Ended
	Dec. 31, 2017USD ($)
Line of credit principal amount	$ 1,000,000
Line of credit facility bears interest	4.85%
Line of credit outstanding	$ 675,000
Note due date	Sep. 1, 2018

FLOOR PLAN LOANS PAYABLE (Detai

FLOOR PLAN LOANS PAYABLE (Details Narrative) - Floor Plan Loans [Member]	Dec. 31, 2017USD ($)
Machinery and Equipment inventory pledged to secure a loan	$ 205,628
Utica Leasco [Member]
Machinery and Equipment inventory pledged to secure a loan	$ 168,137

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Notes payable	$ 72,267
Current Portion	(14,247)
Total Non-current portion	58,020
2018 Kenworth Tractor [Member]
Notes payable	$ 72,267

NOTES PAYABLE (Details 1)

NOTES PAYABLE (Details 1) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
For the year ending December 31,
Total payments	$ 72,267
Less current portion of principal payments	14,247
Long-term portion of principal payments	58,020
Promissory Notes [Member]
For the year ending December 31,
2,018	14,247
2,019	14,902
2,020	15,581
2,021	16,302
2,022	11,235
Total payments	72,267
Less current portion of principal payments	14,247
Long-term portion of principal payments	$ 58,020

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)	1 Months Ended
	Sep. 18, 2017	Jul. 21, 2017
Secured promissory note interest rate		4.50%
Secured promissory note amortized period		5 years
Principal and interest debt repayment monthly installments		$ 1,434
Utica Leasco [Member]
Secured promissory note	$ 320,658
Secured promissory note interest rate	4.50%
Secured promissory note amortized period	5 years
Principal and interest debt repayment monthly installments	$ 5,980

PROMISSORY NOTES (Details Narra

PROMISSORY NOTES (Details Narrative) - USD ($)	Mar. 03, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Jun. 30, 2020	Jan. 03, 2018	Dec. 31, 2016
Interest rate							8.00%
Description of vesting promissory note				Fiscal Year 2017 If Adjusted EBITDA for the fiscal year ending December 31, 2017, exceeds an Adjusted EBITDA target of $1,300,000 (the Adjusted EBITDA Target), then a portion of the principal amount of the Vesting Note that is equal to sixty percent (60%) of such excess shall vest. Interest shall be payable on such vested portion of principal from January 1, 2017 through the Maturity Date.
Business acquisition short term promissory note				$ 126,000
Subsequent Event [Member]
Interest rate	10.00%					12.00%
Adjusted EBITDA target for vesting of promissory note				788,958
Threshold amount promissory note				1,300,000
Description of vesting promissory note		Fiscal Year 2019 - If Adjusted EBITDA for the fiscal year ending December 31, 2019, exceeds the Adjusted EBITDA Target, then a portion of the principal amount of the Vesting Note that is equal to sixty percent (60%) of such excess shall vest. Interest shall be payable on such vested portion of principal from January 1, 2019 through the Maturity Date.	Fiscal Year 2018 - If Adjusted EBITDA for the fiscal year ending December 31, 2018, exceeds the Adjusted EBITDA Target, then a portion of the principal amount of the Vesting Note that is equal to sixty percent (60%) of such excess shall vest. Interest shall be payable on such vested portion of principal from January 1, 2018 through the Maturity Date.
Subsequent Event [Member] | Promissory Note [Member]
Interest rate					8.00%
1847 Neese Corporation [Member] | Neese Acquisition [Member]
Business acquisition vesting promissory note				1,875,000
Business acquisition fair value				395,634
Business acquisition short term promissory note				$ 1,025,000
1847 Neese Corporation [Member] | Neese Acquisition [Member] | Subsequent Event [Member]
Description for prepayment of the promissory note and accrued interest	The unpaid principal, and all accrued, but unpaid, interest thereon shall be prepaid if at any time, and from time to time, the cash on hand of 1847 Neese and Neese exceeds $250,000 and, then, the prepayment shall be equal to the amount of cash in excess of $200,000 until the unpaid principal and accrued, but unpaid, interest thereon is fully prepaid. The short-term promissory note contains the same events of default as the vesting promissory note.
Cash balance to prepay outstanding promissory note and accrued interest	$ 250,000
Prepayment of short term debt in excess of cash balance, amount	$ 200,000

CAPITALIZED LEASES (Details)

CAPITALIZED LEASES (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
For the year ending December 31,
2,018	$ 1,204,259
2,019	1,333,545
2,020	1,333,545
2,021	1,333,545
2,022	196,451
Total minimum lease payments	5,401,345
Less amount representing interest	(1,556,043)
Present value of minimum lease payments	3,845,302
Less current portion of minimum lease	(615,349)
Less debt issuance costs, net	(156,065)
Less payments to Lessor for release of lien	(21,900)
End of lease buyout payments	211,000
Long-term present value of minimum lease payment	$ 3,262,988

CAPITALIZED LEASES (Details Nar

CAPITALIZED LEASES (Details Narrative) - USD ($)	Feb. 01, 2018	Jun. 14, 2017	Mar. 03, 2017	Dec. 31, 2017	Oct. 31, 2017	Dec. 31, 2017	Dec. 31, 2016
Interest rate, capitalized lease						13.40%
Amortization of financing costs				$ 37,282		$ 29,282
Proceeds from capital lease						$ 759,650
Payments to Lessor for release of Utica				$ 21,900
Subsequent Event [Member]
Late payment fee	$ 5,300
Master Lease Agreement [Member]
Lease agreement date						Mar. 3, 2017
Lease term, Description						If any rent is not received by the Lessor within five (5) calendar days of the due date, the Lessee shall pay a late charge equal to ten (10%) percent of the amount
Administration fee						$ 5,000
Leases payable description under lease agreement						the lesser of: (a) $162,000 (five percent (5%) of the Total Invoice Cost (as defined in the Master Lease Agreement)); or (b) the fair market value of the Equipment, as determined by the Lessor. Upon the expiration of the Amendment to the Master Lease Agreement, the Lessee is required to pay, together with all other amounts then due and payable under the Master Lease Agreement, in cash, an end of term buyout price equal to the lesser of: (a) $49,000 (five percent (5%) of the Total Invoice Cost (as defined in the Master Lease Agreement)); or (b) the fair market value of the Equipment, as determined by the Lessor
Debt issuance costs						$ 200,365
Capital lease term			51 months
Lease rent monthly			$ 53,000
Number of months			3 months
Increased monthly rent			$ 85,322
Number of months for increased rent			48 months
Master Lease Agreement [Member] | Utica Leaseco, LLC [Member] | Equipment [Member]
Proceeds from capital lease			$ 3,240,000
Master Lease Agreement [Member] | Utica [Member]
Proceeds from capital lease					$ 980,000
Capital lease term					51 months
Lease rent monthly					$ 25,807
Master Lease Agreement [Member] | Utica [Member] | Subsequent Event [Member]
Lease rent monthly	53,000
Late payment fee	$ 2,650
Master Lease Agreement [Member] | First amendment lease documentst [Member]
Administration fee		$ 2,500
Capital lease term		57 months
Lease rent monthly		$ 53,000
Number of months		10 months
Increased monthly rent		$ 85,322
Number of months for increased rent		47 months

LEASE (Details)

LEASE (Details)	Dec. 31, 2017USD ($)
2,018	$ 100,000
2,019	100,000
May 2014 [Member]
2,018	11,830
2,019	11,830
Total remaining payments	$ 23,660

LEASE (Details Narrative)

LEASE (Details Narrative)	12 Months Ended
	Dec. 31, 2017USD ($)
Annual payments for lease payments	$ 916,667
May 2014 [Member]
Annual payments for lease payments	$ 11,830
Lease term	5 years

RELATED PARTIES (Details Narrat

RELATED PARTIES (Details Narrative) - USD ($)	Mar. 03, 2017	Apr. 15, 2013	Dec. 31, 2016	Dec. 31, 2017	Sep. 15, 2013
Management consulting fee, quarterly				$ 219,986
Bad debt expense			$ 100,000
Advances, related party			$ 108,878	118,833
Partner LLC [Member]
Advances, related party				$ 60,870
Management Services Agreement [Member]
Description of management fee		quarterly management fee equal to 0.5% (2.0% annualized) of our company's adjusted net assets for services performed
Management consulting fee, quarterly	$ 62,500				$ 43,750
Description of gross income	expected to exceed, 9.5% of our gross income with respect to such fiscal year

SHAREHOLDERS' DEFICIT (Details

SHAREHOLDERS' DEFICIT (Details Narrative) - USD ($)	Jun. 09, 2017	Jan. 22, 2018	Dec. 31, 2017	Mar. 03, 2018	Jan. 03, 2018	Dec. 31, 2016
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			623,125			623,125
Common shares, outstanding			623,125			623,125
Ownership of allocation shares by manager						100.00%
Allocation of profit						20.00%
Interest rate						8.00%
Noncontrolling interest, ownership percentage			45.00%
Acquisition interest acquired			55.00%
Net loss attributable subsidiary			$ 166,619
Decreased in common shares issued and outstanding	77,887,500
Reverse stock split, description	1-for-25
Subsequent Event [Member]
Interest rate				10.00%	12.00%
Decreased in common shares issued and outstanding		623,125
Reverse stock split, description		1-for-5
Chief Executive Officer [Member]
Allocation shares, issued			1,000
Allocation shares, outstanding			1,000

COMMITMENTS AND CONTINGENCIES60

COMMITMENTS AND CONTINGENCIES (Details)	Dec. 31, 2017USD ($)
Commitments And Contingencies Details
2,018	$ 100,000
2,019	100,000
2,020	100,000
2,021	100,000
2,022	100,000
thereafter	416,467
Total minimum lease payments	$ 916,667

COMMITMENTS AND CONTINGENCIES61

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Nov. 07, 2017	Dec. 31, 2017	Dec. 31, 2016
Common stock, shares issued		623,125	623,125
K&A Holdings, LLC [Member]
Lease agreement date		Mar. 3, 2017
Lease term		10 years
Lease rent (Monthly)		$ 8,333
Lease term, Description		In the event of late payment, interest shall accrue on the unpaid amount at the rate of eighteen percent (18%) per annum. The Lease contains customary events of default, including if Neese shall fail to pay rent within five (5) days after the due date, or if Neese shall fail to perform any other terms, covenants or conditions under the Lease
Proposed Acquisition of Fitness CF Clubs [Member]
Lease agreement date	Nov. 7, 2017
Aggregate purchase issued and outstanding equity interests	$ 14,500,000
Common stock, shares issued	135
Principal amount	$ 1,000,000
Purchase price	$ 238,000
Purchase price description	The “Gross-Up Amount” means the amount the cash portion of the purchase price will be increased, up to a maximum of $238,000, if, subsequent to the date of the stock purchase agreement and prior to the closing date, any seller who receives Shares determines that he or it will incur a federal tax liability resulting from the receipt of Shares as a portion of the purchase price.
Capital stock percentage	13.50%
Description of pre closing adjustment	If the Companies’ working capital is less than -$40,000, then the cash portion of the purchase price will be reduced by an amount equal to such difference. In addition, the cash portion will be decreased by the amount of any outstanding indebtedness of the Companies existing as of the closing date. If the Companies complete the acquisition of an additional fitness club located in Clermont, Florida, then the cash portion will be increased by an amount equal to 125% of the capitalized costs associated with the new club.
Non-refundable deposit	$ 50,000
Line of credit facility, description	the amount of such increase shall not exceed $100,000 in the aggregate
Proposed Acquisition of Fitness CF Clubs [Member] | MembershipInterestPurchaseAgreement [Member]
Purchase price	$ 15,908,000

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Deferred tax asset attributable to:
Net operating loss carryover	$ 270,583	$ 164,129
Less: valuation allowance	(270,583)	(164,129)
Net deferred tax asset

INCOME TAXES (Details 1)

INCOME TAXES (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Taxes Details 1
Current Federal and State
Deferred Federal and State	(1,091,000)
Total (benefit) provision for income taxes	$ (1,091,000)

INCOME TAXES (Details 2)

INCOME TAXES (Details 2)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Taxes Details 2
Federal tax	34.00%
State tax	6.80%
Non-income based excises	(0.70%)
Permanent items	0.20%
Rate change from TCJA	31.80%
Effective income tax rate	72.10%

INCOME TAXES (Details 3)

INCOME TAXES (Details 3) - USD ($)	Dec. 31, 2017	Dec. 31, 2016
Deferred tax assets
Receivables	$ 4,000
Loss carryforward	217,000
Total deferred tax assets	221,000
Deferred tax liabilities
Fixed assets	(1,209,000)
IRC Sec 481 Change in Accounting Method
Total deferred tax liabilities	(1,209,000)
Total deferred tax assets and liabilities
Total net deferred income tax liabilities	$ (988,000)

INCOME TAXES (Details 4)

INCOME TAXES (Details 4) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Taxes Details 4
Gross unrecognized tax benefit at the beginning of the year	$ 130,000
Increase in tax positions to the current year
Decreases due to lapses in applicable statutes of limitations	(4,000)
Total (benefit) provision for income taxes	$ 126,000

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Net operating loss carry forwards	$ 592,000	$ 0
Net operating loss carry forwards, expiration date	2,034
Federal tax rate	34.00%
Reduces the corporate income tax rate description	The TCJA reduces the corporate income tax rate from 34% to 21% effective January 1, 2018.
Decreased in deferred tax liabilities	$ 459,000
Deferred tax liabilities, acquisition	(2,079,000)
Net tax benefit	693,000
Net deferred income tax liability	(988,000)
Net current deferred tax asset	4,000
Net long term deferred tax liability	(992,000)
Accrued interest and penalties	$ 25,000	$ 0
Federal NOL expire description	The Federal NOL's will begin to expire in 2037.
TCJA [Member]
Net tax benefit	$ 459,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Jan. 03, 2018	Jun. 09, 2017	Jan. 22, 2018	Mar. 03, 2018	Dec. 31, 2016
Reverse stock split, description		1-for-25
Decreased in common shares issued and outstanding		77,887,500
Interest rate					8.00%
Subsequent Event [Member]
Reverse stock split, description			1-for-5
Decreased in common shares issued and outstanding			623,125
Principal amount	$ 50,000
Additional advance	$ 100,000
Advances fixed rate	8.00%
Interest rate	12.00%			10.00%
Line of credit facility, description	In the event we complete a financing involving at least $500,000, we must, contemporaneously with the closing of such financing transaction