Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10−Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File Number: 001-41368

1847 HOLDINGS LLC

(Exact name of registrant as specified in its charter)

Delaware		38-3922937
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

590 Madison Avenue, 21st Floor, New York, NY		10022
(Address of principal executive offices)		(Zip Code)

(212) 417-9800

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares		EFSH		NYSE American LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 10, 2024, there were 5,292,851 common shares of the registrant issued and outstanding.

1847 HOLDINGS LLC

Quarterly Report on Form 10-Q

Period Ended March 31, 2024

TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30

PART II

OTHER INFORMATION

Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	32

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

1847 HOLDINGS LLC

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

		Page
Condensed Consolidated Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023		2
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (Unaudited)		3
Condensed Consolidated Statements of Shareholders’ Deficit for the Three Months Ended March 31, 2024 and 2023 (Unaudited)		4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (Unaudited)		6
Notes to Condensed Consolidated Financial Statements (Unaudited)		7

1847 HOLDINGS LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2024			December 31, 2023
	(Unaudited)
ASSETS

Current Assets
Cash and cash equivalents	$	577,608		$	731,944
Receivables, net		6,128,310			7,463,199
Contract assets		62,646			80,398
Inventories, net		7,675,213			7,601,444
Prepaid expenses and other current assets		1,551,471			897,696
Current assets of discontinued operations		-			1,939,951
Total Current Assets		15,995,248			18,714,632

Property and equipment, net		1,576,290			1,810,144
Operating lease right-of-use assets		3,563,493			3,818,498
Long-term deposits		153,735			153,735
Intangible assets, net		4,783,740			4,974,348
Goodwill		9,808,335			9,808,335
Non-current assets of discontinued operations		-			88,505
TOTAL ASSETS	$	35,880,841		$	39,368,197

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current Liabilities
Accounts payable and accrued expenses	$	13,020,669		$	12,194,676
Contract liabilities		2,735,171			3,308,098
Due to related parties		193,762			193,762
Current portion of operating lease liabilities		1,067,395			1,038,978
Current portion of finance lease liabilities		176,312			178,906
Current portion of notes payable, net		5,559,851			2,545,953
Current portion of convertible notes payable, net		3,267,183			3,614,142
Related party note payable		578,290			578,290
Derivative liabilities		1,146,145			1,389,203
Warrant liabilities		5,392,700			-
Current liabilities of discontinued operations		-			3,097,215
Total Current Liabilities		33,137,478			28,139,223

Operating lease liabilities, net of current portion		2,655,317			2,932,686
Finance lease liabilities, net of current portion		560,681			605,242
Notes payable, net of current portion		217,045			239,181
Convertible notes payable, net of current portion		23,209,118			23,052,078
Revolving line of credit, net		3,642,460			3,647,511
Deferred tax liability, net		731,000			758,000
Non-current liabilities of discontinued operations		-			34,965
TOTAL LIABILITIES		64,153,099			59,408,886

Shareholders’ Deficit
Series A senior convertible preferred shares, no par value, 4,450,460 shares designated; 45,455 and 226,667 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		38,177			190,377
Series B senior convertible preferred shares, no par value, 583,334 shares designated; 11,457 and 91,567 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		30,235			240,499
Allocation shares, 1,000 shares authorized; 1,000 shares issued and outstanding as of March 31, 2024 and December 31, 2023		1,000			1,000
Common shares, $0.001 par value, 500,000,000 shares authorized; 4,494,166 and 915,581 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		4,495			916
Distribution receivable		(2,000,000	)		(2,000,000	)
Additional paid-in capital		60,286,036			57,676,191
Accumulated deficit		(85,359,373	)		(74,835,392	)
TOTAL 1847 HOLDINGS SHAREHOLDERS’ DEFICIT		(26,999,430	)		(18,726,409	)
NON-CONTROLLING INTERESTS		(1,272,828	)		(1,314,280	)
TOTAL SHAREHOLDERS’ DEFICIT		(28,272,258	)		(20,040,689	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	35,880,841		$	39,368,197

The accompanying notes are an integral part of these condensed consolidated financial statements.

1847 HOLDINGS LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended March 31,
	2024			2033
Revenues	$	14,913,497		$	12,965,603

Operating Expenses
Cost of revenues		9,325,561			8,032,294
Personnel		3,115,356			2,473,420
Depreciation and amortization		424,462			527,006
General and administrative		2,132,600			1,501,639
Professional fees		3,025,149			387,821
Total Operating Expenses		18,023,128			12,922,180

INCOME (LOSS) FROM OPERATIONS		(3,109,631	)		43,423

Other Income (Expense)
Other income (expense)		(19,932	)		32,898
Interest expense		(1,316,890	)		(1,379,436	)
Amortization of debt discounts		(3,675,589	)		(412,650	)
Loss on extinguishment of debt		(421,875	)		-
Loss on change in fair value of warrant liabilities		(1,902,200	)		-
Loss on change in fair value of derivative liabilities		(612,462	)		-
Preliminary gain on bargain purchase		-			2,639,861
Total Other Income (Expense)		(7,948,948	)		880,673

NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(11,058,579	)		924,096
Income tax expense (benefit)		(98,000	)		228,000
NET INCOME (LOSS) FROM CONTINUING OPERATIONS	$	(11,156,579	)	$	1,152,096
Net loss from discontinued operations		(262,577	)		(104,615	)
Gain on disposition of Asien’s		1,060,095			-
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS		797,518			(104,615	)
NET INCOME (LOSS)	$	(10,359,061	)	$	1,047,481

NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS FROM CONTINUING OPERATIONS		17,852			59,822
NET (INCOME) LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS FROM DISCONTINUED OPERATIONS		(59,304	)		5,231
NET INCOME (LOSS) ATTRIBUTABLE TO 1847 HOLDINGS	$	(10,400,513	)	$	1,112,534

NET LOSS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO 1847 HOLDINGS		(11,138,727	)		1,211,918
NET LOSS FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO 1847 HOLDINGS		738,214			(99,384	)
NET INCOME (LOSS) ATTRIBUTABLE TO 1847 HOLDINGS	$	(10,400,513	)	$	1,112,534

PREFERRED SHARE DIVIDENDS		(122,468	)		(162,865	)
DEEMED DIVIDENDS		(1,000	)		(1,835,000	)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(10,523,981	)	$	(885,331	)

LOSS PER COMMON SHARE FROM CONTINUING OPERATIONS - BASIC AND DILUTED	$	(4.69	)	$	(17.78	)
LOSS PER COMMON SHARE FROM DISCONTINUED OPERATIONS - BASIC AND DILUTED		(0.31	)		(2.25	)
LOSS PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS - BASIC AND DILUTED	$	(4.38	)	$	(20.03	)

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED		2,400,310			44,200

The accompanying notes are an integral part of these condensed consolidated financial statements.

1847 HOLDINGS LLC

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(UNAUDITED)

	Series A Senior Convertible Preferred Shares						Series B Senior Convertible Preferred Shares						Allocation		Common Shares				Distribution			Additional Paid-In			Accumulated			Non- Controlling			Total Shareholders’
	Shares			Amount			Shares			Amount			Shares		Shares		Amount		Receivable			Capital			Deficit			Interests			Deficit
Balance at December 31, 2023		226,667		$	190,377			91,567		$	240,499		$	1,000		915,581	$	916	$	(2,000,000	)	$	57,676,191		$	(74,835,392	)	$	(1,314,280	)	$	(20,040,689	)
Issuance of common shares upon settlement of accrued series A preferred share dividends		-			-			-			-			-		121,743		122		-			130,846			-			-			130,968
Issuance of common shares upon settlement of accrued series B preferred share dividends		-			-			-			-			-		9,829		10		-			13,289			-			-			13,299
Issuance of common shares upon conversion of series A preferred shares		(181,212	)		(152,200	)		-			-			-		474,856		475		-			151,725			-			-			-
Issuance of common shares upon conversion of series B preferred shares		-			-			(80,110	)		(210,264	)		-		254,363		254		-			210,010			-			-			-
Issuance of common shares upon conversion of convertible notes payable		-			-			-			-			-		386,857		387		-			1,260,806			-			-			1,261,193
Issuance of common shares and prefunded warrants in public offering		-			-						-			-		1,825,937		1,826		-			4,333,174			-			-			4,335,000
Fair value of warrant liabilities upon exercise of prefunded warrants		-			-			-			-			-		-		-		-			(4,335,000	)		-			-			(4,335,000	)
Issuance of common shares upon exercise of prefunded warrants		-			-						-			-		505,000		505		-			(505	)		-			-			-
Extinguishment of warrant liabilities upon exercise of prefunded warrants		-			-			-			-			-		-		-		-			844,500			-			-			844,500
Deemed dividend from down round provision in warrants		-			-			-			-			-		-		-		-			1,000			(1,000	)		-			-
Dividends - series A senior convertible preferred shares		-			-						-			-		-		-		-			-			(119,492	)		-			(119,492	)
Dividends - series B senior convertible preferred shares		-			-						-			-		-		-		-			-			(2,976	)		-			(2,976	)
Net loss		-			-						-			-		-		-		-			-			(10,400,513	)		41,452			(10,359,061	)
Balance at March 31, 2024		45,455		$	38,177			11,457		$	30,235		$	1,000		4,494,166	$	4,495	$	(2,000,000	)	$	60,286,036		$	(85,359,373	)	$	(1,272,828	)	$	(28,272,258	)

	Series A Senior Convertible Preferred Shares				Series B Senior Convertible Preferred Shares				Allocation		Common Shares				Distribution			Additional Paid-In			Accumulated			Non- Controlling			Total Shareholders’ Equity
	Shares		Amount		Shares		Amount		Shares		Shares		Amount		Receivable			Capital			Deficit			Interests			(Deficit)
Balance at December 31, 2022		1,593,940	$	1,338,746		464,899	$	1,214,181	$	1,000		56,789	$	57	$	(2,000,000	)	$	43,966,628		$	(41,919,277	)	$	288,499		$	2,889,834
Issuance of common shares upon settlement of accrued series A preferred shares dividends		-		-		-		-		-		996		1		-			152,667			-			-			152,668
Issuance of common shares and warrants in connection with a private debt offering		-		-		-		-		-		4,157		4		-			1,360,358			-			-			1,360,362
Issuance of common shares upon cashless exercise of warrants		-		-		-		-		-		614		1		-			(1	)		-			-			-
Deemed dividend from issuance of warrants to common shareholders		-		-		-		-		-		-		-		-			618,000			(618,000	)		-			-
Deemed dividend from down round provision in warrants		-		-		-		-		-		-		-		-			1,217,000			(1,217,000	)		-			-
Dividends - series A senior convertible preferred shares		-		-		-		-		-		-		-		-			-			(110,045	)		-			(110,045	)
Dividends - series B senior convertible preferred shares		-		-		-		-		-		-		-		-			-			(52,820	)		-			(52,820	)
Net income		-		-		-		-		-		-		-		-			-			1,112,534			(65,053	)		1,047,481
Balance at March 31, 2023		1,593,940	$	1,338,746		464,899	$	1,214,181	$	1,000		62,556	$	63	$	(2,000,000	)	$	47,314,652		$	(42,804,608	)	$	223,446		$	5,287,480

The accompanying notes are an integral part of these condensed consolidated financial statements.

1847 HOLDINGS LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three Months Ended March 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(10,359,061	)	$	1,047,481
Net loss from discontinued operations		262,577			104,615
Gain on disposition of Asien’s		(1,060,095	)		-
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Preliminary gain on bargain purchase		-			(2,639,861	)
Loss on extinguishment of debt		421,875			-
Loss on change in fair value of warrant liabilities		1,902,200			-
Loss on change in fair value of derivative liabilities		612,462			-
Deferred taxes		(27,000	)		(370,000	)
Inventory reserve		45,000			30,000
Depreciation and amortization		424,462			527,006
Amortization of debt discounts		3,675,589			412,650
Amortization of right-of-use assets		255,005			185,516
Changes in operating assets and liabilities:
Receivables		1,334,889			(396,546	)
Contract assets		17,752			28,622
Inventories		(118,769	)		(65,794	)
Prepaid expenses and other current assets		(653,775	)		40,416
Accounts payable and accrued expenses		559,540			(108,976	)
Contract liabilities		(572,927	)		(395,884	)
Customer deposits		-			(2,107	)
Operating lease liabilities		(248,952	)		(179,859	)
Net cash used in operating activities from continuing operations		(3,529,228	)		(1,782,721	)
Net cash used in operating activities from discontinued operations		(13,462	)		(69,045	)
Net cash used in operating activities		(3,542,690	)		(1,851,766	)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for ICU Eyewear, net of cash acquired		-			(3,670,887	)
Purchases of property and equipment		-			(63,443	)
Net cash used in investing activities from continuing operations		-			(3,734,330	)
Net cash used in investing activities from discontinued operations		-			(302	)
Net cash used in investing activities		-			(3,734,632	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from notes payable		1,124,900			1,410,000
Net proceeds from issuance of common shares and warrants in connection with a private debt offering		-			3,549,518
Net proceeds from issuance of common shares and warrants in connection with a public offering		4,335,000			-
Net proceeds from revolving line of credit		(68,153	)		1,963,182
Repayments of notes payable and finance lease liabilities		(2,016,855	)		(61,808	)
Accrued series B preferred share dividends paid		-			(48,681	)
Net cash provided by financing activities from continuing operations		3,374,892			6,812,211
Net cash provided by financing activities from discontinued operations		(4,836	)		(7,241	)
Net cash provided by financing activities		3,370,056			6,804,970

NET CHANGE IN CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS		(154,336	)		1,295,160

CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS
Cash from continuing operations at the beginning of the period	$	731,944		$	868,944
Cash from continuing operations at the end of the period	$	577,608			2,164,104

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest	$	1,171,608		$	646,974
Cash paid for income taxes	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES
Net assets acquired in the acquisition of ICU Eyewear	$	-		$	2,639,861
Net assets from the disposition of Asien’s	$	1,060,095		$	-
Deemed dividend from issuance of warrants to common shareholders	$	-		$	618,000
Deemed dividend from down round provision in warrants	$	1,000		$	1,217,000
Accrued dividends on series A preferred shares	$	119,492		$	110,045
Accrued dividends on series B preferred shares	$	2,976		$	52,820
Issuance of common shares upon settlement of accrued series A dividends	$	130,968		$	152,668
Issuance of common shares upon settlement of accrued series B dividends	$	13,299		$	-
Issuance of common shares upon conversion of series A shares	$	152,200		$	-
Issuance of common shares upon conversion of series B shares	$	210,264		$	-
Issuance of common shares upon cashless exercise of warrants	$	-		$	1
Debt discount on notes payable	$	437,600		$	2,405,419
Fair value of warrant liabilities recognized upon issuance of prefunded warrants	$	4,335,000		$	-
Issuance of common shares upon exercise of prefunded warrants	$	505		$	-
Extinguishment of warrant liabilities upon exercise of prefunded warrants	$	844,500		$	-
Issuance of common shares upon conversion of convertible notes payable	$	1,261,193		$	-
Reclassification of accrued interest to convertible notes payable	$	17,954		$	-

The accompanying notes are an integral part of these condensed consolidated financial statements.

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

NOTE 1—BASIS OF PRESENTATION AND OTHER INFORMATION

The accompanying unaudited condensed consolidated financial statements of 1847 Holdings LLC (the “Company,” “we,” “us,” or “our”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They do not include all the information and footnotes required by GAAP for complete financial statements. The December 31, 2023 consolidated balance sheet data was derived from audited financial statements but do not include all disclosures required by GAAP. The interim unaudited condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K, as filed with the Securities and Exchange Commission on April 25, 2024. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial statements, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

Discontinued Operations

On February 26, 2024, Asien’s Appliance, Inc. (“Asien’s”), a wholly owned subsidiary of 1847 Asien Inc. (“1847 Asien”), entered into a general assignment (the “Assignment Agreement”), for the benefit of its creditors, with SG Service Co., LLC (the “Assignee”). Pursuant to the Assignment Agreement, Asien’s transferred ownership of all or substantially all of its right, title, and interest in, as well as custody and control of, its assets to the Assignee in trust. The results of operations of Asien’s are reported as discontinued operations for the three months ended March 31, 2024 and 2023. Unless otherwise noted, amounts and disclosures throughout these notes to condensed consolidated financial statements relate solely to continuing operations and exclude all discontinued operations. See Note 3 for additional information.

The Company evaluates all disposal transactions to determine whether such disposal qualifies for reporting as discontinued operations in accordance with ASC 205-20, “Discontinued Operations.” A disposal of a component or a group of components is reported in discontinued operations if the disposal represents a strategic shift that has or will have a major effect on the Company’s operations and financial results when the following occurs: (1) a component (or group of components) meets the criteria to be classified as held for sale; (2) the component or group of components is disposed of by sale; or (3) the component or group of components is disposed of other than by sale (for example, by abandonment or in a distribution to owners in a spin-off). For any component classified as held for sale or disposed of by sale or other than by sale, qualifying for presentation as a discontinued operation, the Company reports the results of operations of the discontinued operations (including any gain or loss recognized on the disposal or loss recognized on classification as held for sale of a discontinued operation), less applicable income taxes (benefit), as a separate component in the consolidated statement of operations for current and all prior periods presented. The Company also reports assets and liabilities associated with discontinued operations as separate line items on the consolidated balance sheet for prior periods.

Reclassifications

Certain reclassifications within operating expenses have been made to the prior period’s financial statements to conform to the current period financial statement presentation. There is no impact in total to the results of operations and cash flows in all periods presented.

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about reportable segment’s profit or loss and assets that are currently required annually. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. These amendments are to be applied retrospectively. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which enhances the transparency and decision usefulness of income tax disclosures by requiring; (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements.

The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to our condensed consolidated financial statements.

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

NOTE 2—LIQUIDITY AND GOING CONCERN ASSESSMENT

Management assesses liquidity and going concern uncertainty in the Company’s condensed 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 financial statements are 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 considered various scenarios, forecasts, projections, estimates and made 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, management made 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.

As of March 31, 2024, the Company had cash and cash equivalents of $577,608 and total working capital deficit of $17,142,230. For the three months ended March 31, 2024, the Company incurred an operating loss of $3,109,631 and used cash flows in operating activities from continuing operations of $3,529,228.

The Company has generated operating losses since its inception and has relied on cash on hand, sales of securities, external bank lines of credit, and issuance of third-party and related party debt to support cashflows from operations. The Company expects that within the next twelve months, it will not have sufficient cash and other resources on hand to sustain its current operations or meet its obligations as they become due unless it obtain additional financing. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

An assessment was performed to determine whether there were conditions or events that, considered in the aggregate, raised substantial doubt about the Company’s ability to continue as a going concern within one year after the condensed consolidated financial statements are issued. Initially, this assessment did not consider the potential mitigating effect of management’s plans that had not been fully implemented. Based on this assessment, substantial doubt exists regarding the Company’s ability to continue as a going concern.

Management plans to address these concerns by securing additional financing through debt and equity offerings. Management assessed the mitigating effect of its plans to determine if it is probable that the plans would be effectively implemented within one year after the consolidated financial statements are issued and when implemented, would mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern. These plans are subject to market conditions and reliance on third parties, and there is no assurance that effective implementation of the Company’s plans will result in the necessary funding to continue current operations and satisfy current debt obligations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern beyond one year from the date the condensed consolidated financial statements are issued.

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

NOTE 3—DISCONTINUED OPERATIONS

On February 26, 2024, Asien’s entered into an Assignment Agreement, for the benefit of its creditors. Pursuant to the Assignment Agreement, Asien’s transferred ownership of all or substantially all of its right, title, and interest in, as well as custody and control of, its assets to the Assignee in trust. The Company received no cash consideration related to the assignment. Following the assignment, the Company retained no financial interest in Asien’s.

The assignment of Asien’s represents a strategic shift and its results are reported as discontinued operations for the three months ended March 31, 2024 and 2023. The Company recognized a gain on disposition of Asien’s of $1,060,095, as a separate line item in discontinued operations in the consolidated statements of operations for the three months ended March 31, 2024.

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

The following information presents the major classes of line item of assets and liabilities included as part of discontinued operations of Asien’s in the consolidated balance sheet as of December 31, 2023:

	December 31, 2023
Current assets of discontinued operations
Cash and cash equivalents	$	34,470
Investments		278,521
Receivables		88,770
Inventories, net		1,398,088
Prepaid expenses and other current assets		140,102
Total current assets of discontinued operations		1,939,951

Non-current assets of discontinued operations
Property and equipment, net		88,505

Total assets of discontinued operations	$	2,028,456

Current liabilities of discontinued operations
Accounts payable and accrued expenses	$	923,945
Customer deposits		2,143,493
Current portion of notes payable		29,777
Total current liabilities of discontinued operations		3,097,215

Non-current liabilities of discontinued operations
Notes payable, net of current portion		34,965

Total liabilities of discontinued operations	$	3,132,180

The following information presents the major classes of line items constituting the loss from discontinued operations of Asien’s in the unaudited consolidated statements of operations for the three months ended March 31, 2024 and 2023:

	Three Months Ended March 31,
	2024			2023
Revenues	$	870,952		$	2,437,935

Operating expenses
Cost of revenues		744,706			1,813,783
Personnel		98,213			273,204
Depreciation and amortization		7,702			46,603
General and administrative		203,377			376,165
Professional fees		78,807			49,436
Total operating expenses		1,132,805			2,559,191

Loss from operations		(261,853	)		(121,256	)

Other income (expense)
Other income		-			270
Interest expense		(724	)		(25,629	)
Total other expense		(724	)		(25,3590	)

Net loss from discontinued operations before income taxes		(262,577	)		(146,615	)
Income tax benefit		-			42,000
Net loss from discontinued operations	$	(262,577	)	$	(104,615	)

Net loss (income) attributable to non-controlling interests from discontinued operations		(59,304	)		5,231
Net loss from discontinued operations attributable to 1847 Holdings	$	(321,881	)	$	(99,384	)

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

The following information presents the major classes of line items constituting significant operating, investing and financing cash flow activities from discontinued operations of Asien’s in the unaudited consolidated statements of cash flows for the three months ended March 31, 2024 and 2023:

	Three Months Ended March 31,
	2024			2023
Cash flows from operating activities
Net loss	$	(262,577	)	$	(104,615	)
Adjustments to reconcile net loss to net cash used in operating activities:
Deferred taxes		-			(42,000	)
Depreciation and amortization		7,702			46,603
Changes in operating assets and liabilities:
Receivables		73,769			52,460
Inventories		213,399			183,208
Prepaid expenses and other current assets		108,686			20,117
Accounts payable and accrued expenses		320,362			(144,741	)
Customer deposits		(474,803	)		(80,077	)
Net cash used in operating activities from discontinued operations		(13,462	)		(69,045	)

Cash flows from investing activities
Investments in certificates of deposit		-			(302	)
Net cash used in investing activities from discontinued operations		-			(302	)

Cash flows from financing activities
Repayments of notes payable		(4,836	)		(7,241	)
Net cash used in financing activities from discontinued operations		(4,836	)		(7,241	)

Net change in cash and cash equivalents from discontinued operations	$	(18,298	)	$	(76,588	)

NOTE 4—DISAGGREGATION OF REVENUES AND SEGMENT REPORTING

Following the divesture of the retail and appliances segment, the Company now has three reportable segments:

The Retail and Eyewear Segment provides a wide variety of eyewear products (non-prescription reading glasses, sunglasses, blue light blocking eyewear, sun readers, outdoor specialty sunglasses and other eyewear-related products) as well as personal protective equipment (face masks and select health and personal care items).

The Construction Segment provides finished carpentry products and services (door frames, base boards, crown molding, cabinetry, bathroom sinks and cabinets, bookcases, built-in closets, fireplace mantles, windows, and custom design and build of cabinetry and countertops).

The Automotive Supplies Segment provides horn and safety products (electric, air, truck, marine, motorcycle, and industrial equipment) and vehicle emergency and safety warning lights (cars, trucks, industrial equipment, and emergency vehicles).

The Company reports all other business activities that are not reportable in the Corporate Services Segment. The Company provides general corporate services to its segments; however, these services are not considered when making operating decisions and assessing segment performance. The Corporate Services Segment includes costs associated with executive management, financing activities and other public company-related costs.

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

The Company’s revenues for the three months ended March 31, 2024 and 2023 are disaggregated as follows:

	For the Three Months Ended March 31, 2024
	Retail and Eyewear		Construction		Automotive Supplies		Total
Revenues
Eyewear-related	$	3,560,542	$	-	$	-	$	3,560,542
Personal protective equipment and other		335,625		-		-		335,625
Automotive horns		-		-		1,069,434		1,069,434
Automotive lighting		-		-		708,927		708,927
Custom cabinets and countertops		-		2,084,454		-		2,084,454
Finished carpentry		-		7,154,515		-		7,154,515
Total Revenues	$	3,896,167	$	9,238,969	$	1,778,361	$	14,913,497

	For the Three Months Ended March 31, 2023
	Retail and Eyewear		Construction		Automotive Supplies		Total
Revenues
Eyewear-related	$	2,520,812	$	-	$	-	$	2,520,812
Personal protective equipment and other		271,900		-		-		271,900
Automotive horns		-		-		995,417		995,417
Automotive lighting		-		-		264,749		264,749
Custom cabinets and countertops		-		2,116,182		-		2,116,182
Finished carpentry		-		6,796,543		-		6,796,543
Total Revenues	$	2,792,712	$	8,912,725	$	1,260,166	$	12,965,603

Segment information for the three months ended March 31, 2024 and 2023 are as follows:

	For the Three Months Ended March 31, 2024
	Retail and Eyewear			Construction			Automotive Supplies			Corporate Services			Total
Revenues	$	3,896,167		$	9,238,969		$	1,778,361		$	-		$	14,913,497
Operating expenses
Cost of revenues		2,998,933			5,158,266			1,168,362			-			9,325,561
Personnel		653,191			2,026,709			300,412			135,044			3,115,356
Personnel – corporate allocation		-			(310,516	)		(37,680	)		348,196			-
Depreciation and amortization		104,596			319,797			69			-			424,462
General and administrative		367,865			1,416,995			210,925			(138,185	)		1,857,600
General and administrative – management fees		75,000			125,000			75,000			-			275,000
General and administrative – corporate allocation		(29,893	)		(320,834	)		(37,529	)		388,256			-
Professional fees		232,180			65,727			88,021			2,639,221			3,025,149
Total operating expenses		4,401,872			8,481,144			1,767,580			3,372,532			18,023,128
Income (loss) from operations	$	(505,705	)	$	757,825		$	10,781		$	(3,372,532	)	$	(3,109,631	)

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

	For the Three Months Ended March 31, 2023
	Retail and Eyewear		Construction			Automotive Supplies			Corporate Services			Total
Revenues	$	2,792,712	$	8,912,725		$	1,260,166		$	-		$	12,965,603
Operating expenses
Cost of revenues		1,947,011		5,375,027			710,256			-			8,032,294
Personnel		527,075		1,771,936			332,320			(157,911	)		2,473,420
Personnel – corporate allocation		-		(214,200	)		(71,400	)		285,600			-
Depreciation and amortization		62,078		412,989			51,939			-			527,006
General and administrative		100,310		892,171			204,962			104,196			1,301,639
General and administrative – management fees		-		125,000			75,000			-			200,000
General and administrative – corporate allocation		-		(119,445	)		(32,815	)		152,260			-
Professional fees		77,493		76,151			57,271			176,906			387,821
Total operating expenses		2,713,967		8,319,629			1,327,533			561,051			12,922,180
Income (loss) from operations	$	78,745	$	593,096		$	(67,367	)	$	(561,051	)	$	43,423

Total assets by operating segment as of March 31, 2024 are as follows:

	As of March 31, 2024
	Retail and Eyewear		Construction		Automotive Supplies		Corporate Services		Total
Assets
Current assets	$	6,983,644	$	6,216,546	$	1,820,794	$	974,264	$	15,995,248
Long-lived assets		2,404,900		7,537,443		134,915		-		10,077,258
Goodwill		757,283		9,051,052		-		-		9,808,335
Total assets	$	10,145,827	$	22,805,041	$	1,955,709	$	974,264	$	35,880,841

NOTE 5—PROPERTY AND EQUIPMENT

Property and equipment as of March 31, 2024 and December 31, 2023 consisted of the following:

	March 31, 2024			December 31, 2023
Machinery and equipment	$	1,402,596		$	1,402,596
Office furniture and equipment		143,389			143,389
Transportation equipment		943,516			943,516
Displays		610,960			610,960
Leasehold improvements		156,360			156,360
Total property and equipment		3,256,821			3,256,821
Less: accumulated depreciation		(1,680,531	)		(1,446,677	)
Total property and equipment, net	$	1,576,290		$	1,810,144

Depreciation expense for the three months ended March 31, 2024 and 2023 was $233,854 and $197,364, respectively.

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

NOTE 6—INTANGIBLE ASSETS

Intangible assets as of March 31, 2024 and December 31, 2023 consisted of the following:

	March 31, 2024			December 31, 2023
Customer-related	$	5,484,500		$	5,484,500
Marketing-related		1,338,000			1,338,000
Total intangible assets		6,822,500			6,822,500
Less: accumulated amortization		(2,038,760	)		(1,848,152	)
Total intangible assets, net	$	4,783,740		$	4,974,348

Amortization expense for the three months ended March 31, 2024 and 2023 was $190,608 and 329,642, respectively.

Estimated amortization expense for intangible assets for the next five years consists of the following as of March 31, 2024:

Year Ending December 31,	Amount
2024 (remaining)	$	571,825
2025		693,256
2026		653,006
2027		532,256
2028		488,439
Thereafter		1,844,958
Total estimated amortization expense	$	4,783,740

NOTE 7—SELECTED ACCOUNT INFORMATION

Receivables

Receivables as of March 31, 2024 and December 31, 2023 consisted of the following:

	March 31, 2024			December 31, 2023
Trade accounts receivable	$	5,296,427		$	6,731,603
Factoring reserve holdback		106,633			-
Retainage		1,068,450			1,075,761
Total receivables		6,471,510			7,807,364
Allowance for expected credit losses		(343,200	)		(344,165	)
Total receivables, net	$	6,128,310		$	7,463,199

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

Inventories

Inventories as of March 31, 2024 and December 31, 2023 consisted of the following:

	March 31, 2024			December 31, 2023
Eyewear	$	5,902,520		$	5,880,478
Automotive		1,065,498			1,190,899
Construction		2,198,195			1,976,067
Total inventories		9,166,213			9,047,444
Less reserve for obsolescence		(1,491,000	)		(1,446,000	)
Total inventories, net	$	7,675,213		$	7,601,444

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets as of March 31, 2024 and December 31, 2023 consisted of the following:

	March 31, 2024		December 31, 2023
Prepaid expenses	$	924,079	$	104,156
Prepaid inventory		217,720		282,410
Prepaid taxes		201,788		304,788
Other current assets		207,884		206,342
Total prepaid expenses and other current assets	$	1,551,471	$	897,696

On February 7, 2024, the Company entered into a consulting agreement with TraDigital Marketing Group for consulting services related to investor relations, digital marketing and advertising, and strategic advisory, totaling $1,400,000. The term of the agreement is for six months.

On February 8, 2024, the Company entered into a consulting agreement with Alchemy Advisory LLC for consulting services related to business and investor outreach, totaling $400,000. The term of the agreement is for six months.

On February 8, 2024, the Company entered into a consulting agreement with Reef Digital LLC for consulting services related to investor relations, IT support, and strategic advisory, totaling $333,000. The term of the agreement for 12 months.

On February 8, 2024, the Company entered into a consulting agreement with SeaPath Advisory, LLC for consulting services related to content marketing and strategic advisory, totaling $365,000. The term of the agreement is for three months.

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

The Company prepaid these consulting agreements, totaling $2,498,000, using the proceeds from the public offering (see Note 11). As of March 31, 2024, the total outstanding prepaid expense relating to these consulting agreements was $915,000.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses as of March 31, 2024 and December 31, 2023 consisted of the following:

	March 31, 2024		December 31, 2023
Trade accounts payable	$	7,584,232	$	7,155,339
Credit cards payable		319,912		318,314
Accrued payroll liabilities		1,270,496		1,241,448
Accrued interest		1,741,788		1,712,991
Accrued dividends		4,406		32,997
Accrued taxes		368,056		371,524
Other accrued liabilities		1,731,779		1,362,063
Total accounts payable and accrued expenses	$	13,020,669	$	12,194,676

NOTE 8—LEASES

Operating Leases

The following was included in the condensed consolidated balance sheets at March 31, 2024 and December 31, 2023:

	March 31, 2024			December 31, 2023
Operating lease right-of-use assets	$	3,563,493		$	3,818,498

Operating lease liabilities, current portion		1,067,395			1,038,978
Operating lease liabilities, long-term		2,655,317			2,932,686
Total operating lease liabilities	$	3,722,712		$	3,971,664

Weighted-average remaining lease term (months)		41			43
Weighted average discount rate		9.18	%		9.04	%

Rent expense for the three months ended March 31, 2024 and 2023 was $380,081 and $301,556, respectively.

As of March 31, 2024, maturities of operating lease liabilities were as follows:

Year Ending December 31,	Amount
2024 (remaining)	$	1,003,562
2025		1,304,733
2026		1,032,656
2027		766,969
2028		273,660
Total		4,381,580
Less: imputed interest		(658,868	)
Total operating lease liabilities	$	3,722,712

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

Finance Leases

As of March 31, 2024, maturities of financing lease liabilities were as follows:

Year Ending December 31,	Amount
2024 (remaining)	$	160,240
2025		211,332
2026		211,332
2027		210,042
2028		28,833
Total		821,779
Less: amount representing interest		(84,786	)
Total finance lease liabilities	$	736,993

As of March 31, 2024, the weighted-average remaining lease term for all finance leases is 46 months and the weighted average discount rate is 5.15%.

NOTE 9—FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

The fair value of financial instruments measured on a recurring basis as of March 31, 2024 consisted of the following:

	Fair Value Measurements as of March 31, 2024
Description	Level 1		Level 2		Level 3		Total
Derivative liabilities	$	-	$	-	$	1,146,145	$	1,146,145
Warrant liabilities		-		-		5,392,700		5,392,700
Total recurring fair value measurements		-		-	$	6,538,845	$	6,538,845

The following table provides a roll-forward of changes for financial instruments measured at fair value on a recurring basis for the three months ended March 31, 2024:

	Amount
Derivative Liabilities
Balance as of December 31, 2023	$	1,389,203
Initial fair value of derivative liabilities upon issuance		-
Loss on change in fair value of derivative liabilities		612,462
Extinguishment of derivative liabilities upon conversion of convertible notes		(855,520	)
Balance as of March 31, 2024	$	1,146,145

	Amount
Warrant Liabilities
Balance as of December 31, 2023	$	-
Fair value of warrant liability upon issuance		4,335,000
Loss on change in fair value of warrant liability		1,902,200
Extinguishment of warrant liability upon exercise of prefunded warrants		(844,500	)
Balance as of March 31, 2024	$	5,392,700

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

NOTE 10—DEBT

Notes Payable

Private Placement of 20% OID Promissory Notes and Warrants

On August 11, 2023, the Company entered into a securities purchase agreement in a private placement transaction with certain accredited investors, pursuant to which the Company issued and sold to the investors 20% OID subordinated promissory notes in the aggregate principal amount of $3,125,000. The notes are due and payable on February 11, 2024. During the three months ended March 31, 2024, the Company made principal payments totaling $1,437,500.

On February 11, 2024, the Company and remaining note holders entered into amendments to the notes issued on August 11, 2023, pursuant to which the parties agreed to extend the maturity date of these remaining notes to April 11, 2024. As additional consideration for the amendments, the Company agreed to increase the outstanding principal by 20% of the outstanding principal amounts of the remaining notes as an amendment fee. As a result, we recognized a loss on extinguishment of debt of $421,875.

As of March 31, 2024, the total outstanding principal balance is $2,109,375.

Private Placement of 20% OID Promissory Note

On March 4, 2024, the Company issued a 20% OID subordinated note in the principal amount of $1,250,000 to an accredited investor for net cash proceeds of $999,900. On March 27, 2024, the note was amended and restated to increase the principal amount to $1,562,500 for additional cash proceeds of $125,000. This note is due and payable on June 4, 2024. The Company may voluntarily prepay the note in full at any time. In addition, if the Company consummates any equity or equity-linked or debt securities issuance, or enters into a loan agreement or other financing, other than certain excluded debt (as defined in the note), then the Company must prepay the note in full. The note is unsecured and has priority over all other unsecured indebtedness, except for certain senior indebtedness (as defined in the note). The note contains customary affirmative and negative covenants and events of default for a loan of this type.

As of March 31, 2024, the total outstanding principal balance is $1,244,363, net of debt discounts of $318,137.

NOTE 11—SHAREHOLDERS’ DEFICIT

Series A Senior Convertible Preferred Shares

During the three months ended March 31, 2024, the Company accrued dividends of $119,492 for the series A senior convertible preferred shares and settled $130,968 of previously accrued dividends through the issuance of 121,743 common shares.

During the three months ended March 31, 2024, an aggregate of 181,212 series A senior convertible preferred shares were converted into an aggregate of 474,856 common shares.

As of March 31, 2024 and December 31, 2023, the Company had 45,455 and 226,667 series A senior convertible preferred shares issued and outstanding, respectively.

Series B Senior Convertible Preferred Shares

During the three months ended March 31, 2024, the Company accrued dividends of $2,976 for the series B senior convertible preferred shares and settled $13,299 of previously accrued dividends through the issuance of 9,829 common shares.

During the three months ended March 31, 2024, an aggregate of 80,110 series B senior convertible preferred shares were converted into an aggregate of 254,363 common shares.

As of March 31, 2024 and December 31, 2023, the Company had 11,457 and 91,567 series B senior convertible preferred shares issued and outstanding, respectively.

Common Shares

On February 9, 2024, the Company entered into a securities purchase agreement with certain purchasers and a placement agency agreement with Spartan, pursuant to which the Company agreed to issue and sell to such purchasers an aggregate of 1,825,937 common shares and prefunded warrants for the purchase of 3,174,063 common shares at an offering price of $1.00 per common share and $0.99 per prefunded warrant, pursuant to the Company’s effective registration statement on Form S-1 (File No. 333-276670). On February 14, 2024, the closing of this offering was completed. At the closing, the purchasers prepaid the exercise price of the prefunded warrants in full. Therefore, the Company received total gross proceeds of $5,000,000. Pursuant to the placement agency agreement, Spartan received a cash transaction fee equal to 8% of the aggregate gross proceeds and reimbursement of certain out-of-pocket expenses. After deducting these and other offering expenses, the Company received net proceeds of approximately $4,335,000. During the three months ended March 31, 2024, the Company issued an aggregate of 505,000 common shares upon the exercise of prefunded warrants.

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

On February 13, 2024, the Company issued 386,857 common shares upon the conversion of a convertible promissory note totaling $405,673.

During the three months ended March 31, 2024, the Company issued an aggregate 131,572 common shares to the holders of the series A and B senior convertible preferred shares in settlement of $144,267 of accrued dividends. Pursuant to the series A and B senior convertible preferred shares designations, dividends payable in common shares shall be calculated based on a price equal to eighty percent (80%) of the volume weighted average price for the common shares on the Company’s principal trading market during the five (5) trading days immediately prior to the applicable dividend payment date.

During the three months ended March 31, 2024, the Company issued an aggregate of 474,856 common shares upon the conversion of an aggregate of 181,212 series A senior convertible preferred shares.

During the three months ended March 31, 2024, the Company issued an aggregate of 254,363 common shares upon the conversion of an aggregate of 80,110 series B senior convertible preferred shares.

Warrants

Warrants Issued in Public Equity Offering

On February 14, 2024 (as described above), the Company closed on a securities purchase agreement with certain purchasers and a placement agency agreement with Spartan, pursuant to which the Company agreed to issue and sell to such purchasers prefunded warrants for the purchase of 3,174,063 common shares at an exercise price of $0.01 per common share.

The Company evaluated the prefunded warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the prefunded warrants and applicable authoritative guidance from the Accounting Standards Codification (“ASC”) 480 and ASC 815-40. The Company determined the prefunded warrants issued failed the indexation guidance under ASC 815-40, specifically, the prefunded warrants provide for a Black-Scholes value calculation in the event of certain transactions (“Fundamental Transactions”), which includes a floor on volatility utilized in the value calculation at 100% or greater. The Company has determined that this provision introduces leverage to the holders of the warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares. Accordingly, pursuant to ASC 815-40, the Company recorded the fair value of the warrants as a liability upon issuance and marked to market each reporting period in the Company’s condensed consolidated statement of operations until their exercise or expiration (see Note 9).

The fair value of the warrants deemed to be a liability, due to certain contingent put features, was determined using the Black-Scholes option pricing model, which was deemed to be an appropriate model due to the terms of the warrants issued, including a fixed term and exercise price. The assumptions used in the model were as follows: (i) dividend yield of 0%; (ii) expected volatility of 149.05%; (iii) risk-free interest rate of 4.86%; (iv) expected life of one year; (v) estimated fair value of the common shares of $1.95 per share; (vi) exercise price of $0.01.

Exercise Price Adjustments to Warrants

As a result of the issuance of common shares in the offering on February 14, 2023, the exercise price of certain of the Company’s outstanding warrants was adjusted to $1.00 pursuant to certain antidilution provisions of such warrants (down round feature). As a result, the Company recognized a deemed dividend of $1,000, which was calculated using a Black-Scholes pricing model. Below is a table summarizing the changes in warrants outstanding during the three months ended March 31, 2024:

	Warrants			Weighted- Average Exercise Price
Outstanding at December 31, 2023		135,615		$	33.86
Granted		3,174,063			0.01
Exercised/settled		(505,000	)		(0.01	)
Outstanding at March 31, 2024		2,804,678		$	1.64
Exercisable at March 31, 2024		2,804,678		$	1.64

As of March 31, 2024, the outstanding warrants have a weighted average remaining contractual life of 0.92 years and a total intrinsic value of $5,394,822.

NOTE 12—SUBSEQUENT EVENTS

OID Note Extension

On April 11, 2024, the Company and the holders of the 20% OID subordinated promissory notes originally issued on August 11, 2023 (see Note 10) entered into amendments to the notes, pursuant to which the parties agreed to extend the maturity date of these notes to July 10, 2024. As additional consideration for the amendments, the Company agreed to increase the outstanding principal by 20% of the outstanding principal amounts of the notes as an amendment fee.

1847 HOLDINGS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

(UNAUDITED)

Private Placement

On May 8, 2024, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company issued and sold to such investor a 20% OID subordinated promissory note in the principal amount of $625,000 and a warrant for the purchase of 92,937 common shares for a total purchase price of $500,000 in a private placement transaction.

The note is due and payable on August 8, 2024. The Company may voluntarily prepay the note in full at any time. In addition, if the Company consummates any sale of a material amount of assets of the Company or any of its subsidiaries, then the net proceeds thereof shall be applied to the payment or prepayment of the note. The note is unsecured and has priority over all other unsecured indebtedness of the Company, except for certain senior indebtedness (as defined in the note). The note contains customary affirmative and negative covenants and events of default for a loan of this type.

Subject to shareholder approval (as defined below), the note is convertible into common shares at the option of the holder at any time on or following the date that an event of default (as defined in the note) occurs at a conversion price equal to 90% of the lowest volume weighted average price of the Company’s common shares on any trading day during the five (5) trading days prior to the conversion date; provided that such conversion price shall not be less than $0.01. The conversion price of the note is subject to standard adjustments, including a price-based adjustment in the event that the Company issues any common shares or other securities convertible into or exercisable for common shares at an effective price per share that is lower than the conversion price, subject to certain exceptions.

The warrant is exercisable at any time on or after the date that is the six months after the date of issuance and until the fifth anniversary thereof at an exercise price of $2.69 (subject to standard adjustments for share splits, share combinations, share dividends, reclassifications, mergers, consolidations, reorganizations and similar transactions) and may be exercised on a cashless basis if at the time of exercise there is no effective registration statement registering, or the prospectus contained therein is not available for, the issuance of common shares upon exercise thereof.

Pursuant to the securities purchase agreement, the Company is required to hold a special meeting of its shareholders on or before the date that is ninety (90) calendar days after an event of default occurs for the purpose of obtaining shareholder approval of the issuance of all common shares underlying the note in excess of 1,058,040 common shares, or 19.99% of the common shares outstanding as of the date of the note. In addition, the note and the warrant contain an ownership limitation, such that the Company shall not effect any conversion or exercise, and the holder shall not have the right to convert or exercise, any portion of the note or the warrant to the extent that after giving effect to the issuance of common shares upon conversion or exercise, such holder, together with its affiliates and any other persons acting as a group together with such holder or any of its affiliates, would beneficially own in excess of 4.99% of the number of common shares outstanding immediately after giving effect to the issuance of common shares upon conversion or exercise, which such percentage may be increased or decreased by the holder, but not in excess of 9.99%, upon at least 61 days’ prior notice to the Company.

In connection with the private placement, the Company also entered into a registration rights agreement with the investor, pursuant to which the Company agreed to file a registration statement to register all common shares underlying the note and the warrant under the Securities Act of 1933, as amended, by May 31, 2024 and use its best efforts to cause such registration statement to be declared effective within ninety (90) days after the filing thereof. If the Company fails to meet these deadlines or comply with certain other requirements in the registration rights agreement, then on each date that the Company fails to comply, and on each monthly anniversary thereof, the Company shall pay to the investor an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate subscription amount paid by the investor, subject to an aggregate cap of 10%. If the Company fails to pay any of these amounts in full within seven (7) days after the date payable, the Company must pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law).

Spartan Capital Securities, LLC acted as placement agent in connection with the private placement and received a warrant for the purchase of a number of common shares equal to eight percent (8%) of the number common shares initially issuable upon conversion of the note and exercise of the warrant at an exercise price of $2.959 per share (subject to adjustment), which is exercisable at any time on or after the date that is the six months after the date of issuance and until the fifth anniversary thereof.

Promissory Note

On May 9, 2024, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company issued and sold to such investor a promissory note in the principal amount of $500,000 in a private placement transaction. The note accrues interest at a rate of 12% per annum and is due and payable on May 9, 2025; provided that upon an event of default (as defined in the note), such rate shall increase to 16% per annum. The Company may voluntarily prepay the note in full at any time prior to the date that an event of default occurs. In addition, if, at any time prior to the full repayment of the note, the Company receives cash proceeds from any source or series of related or unrelated sources, including but not limited to, from payments from customers, the issuance of equity or debt, the issuance of securities pursuant to an equity line of credit (as defined in the note) or the sale of assets, the investor will have the right in its sole discretion to require the Company to immediately apply up to 100% of such proceeds to repay all or any portion of the outstanding principal amount and interest (including any default interest) then due under the note. The note is unsecured and has priority over all other unsecured indebtedness. The note contains customary affirmative and negative covenants and events of default for a loan of this type.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following management’s discussion and analysis of financial condition and results of operations provides information that management believes is relevant to an assessment and understanding of our plans and financial condition. The following financial information is derived from our financial statements and should be read in conjunction with such financial statements and notes thereto set forth elsewhere herein.

Use of Terms

Except as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “us,” “our” and “our company” refer to 1847 Holdings LLC, a Delaware limited liability company, and its consolidated subsidiaries. References to “our manager” refer to 1847 Partners LLC, a Delaware limited liability company.

Special Note Regarding Forward Looking Statements

This report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

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our ability to effectively integrate and operate the businesses that we acquire;

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our ability to successfully identify and acquire additional businesses;

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our organizational structure, which may limit our ability to meet our dividend and distribution policy;

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our ability to service and comply with the terms of indebtedness;

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our cash flow available for distribution and our ability to make distributions to our common shareholders;

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our ability to pay the management fee, profit allocation and put price to our manager when due;

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labor disputes, strikes or other employee disputes or grievances;

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the regulatory environment in which our businesses operate under;

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trends in the industries in which our businesses operate;

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the competitive environment in which our businesses operate;

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changes in general economic or business conditions or economic or demographic trends in the United States including changes in interest rates and inflation;

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our and our manager’s ability to retain or replace qualified employees of our businesses and our manager;

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casualties, condemnation or catastrophic failures with respect to any of our business’ facilities;

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costs and effects of legal and administrative proceedings, settlements, investigations and claims; and

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extraordinary or force majeure events affecting the business or operations of our businesses.

In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2023 and elsewhere in this report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

The forward-looking statements made in this report relate only to events or information as of the date on which the statements are made in this report. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

Overview

We are an acquisition holding company focused on acquiring and managing a group of small businesses, which we characterize as those that have an enterprise value of less than $50 million, in a variety of different industries headquartered in North America.

On May 28, 2020, our subsidiary 1847 Asien Inc., or 1847 Asien, acquired Asien’s Appliance, Inc., a California corporation, or Asien’s. Asien’s has been in business since 1948 serving the North Bay area of Sonoma County, California. It provides a wide variety of appliance services, including sales, delivery/installation, in-home service and repair, extended warranties, and financing. Its main focus is delivering personal sales and exceptional service to its customers at competitive prices.

On February 26, 2024, Asien’s entered into a general assignment, for the benefit of its creditors, with SG Service Co., LLC, or the Assignee. Pursuant to the Assignment Agreement, Asien’s transferred ownership of all or substantially all of its right, title, and interest in, as well as custody and control of, its assets to the Assignee in trust. Following the assignment, we retained no financial interest in Asien’s. Accordingly, the results of operations of Asien’s are reported as discontinued operations for the three months ended March 31, 2024 and 2023.

On September 30, 2020, our subsidiary 1847 Cabinet Inc., or 1847 Cabinet, acquired Kyle’s Custom Wood Shop, Inc., an Idaho corporation, or Kyle’s. Kyle’s is a leading custom cabinetry maker servicing contractors and homeowners since 1976 in Boise, Idaho and the surrounding area. Kyle’s focuses on designing, building, and installing custom cabinetry primarily for custom and semi-custom builders.

On March 30, 2021, our subsidiary 1847 Wolo Inc., or 1847 Wolo, acquired Wolo Mfg. Corp., a New York corporation, and Wolo Industrial Horn & Signal, Inc., a New York corporation (which we collectively refer to as Wolo). Headquartered in Deer Park, New York and founded in 1965, Wolo designs and sells horn and safety products (electric, air, truck, marine, motorcycle and industrial equipment), and offers vehicle emergency and safety warning lights for cars, trucks, industrial equipment and emergency vehicles.

On October 8, 2021, our subsidiary 1847 Cabinet acquired High Mountain Door & Trim Inc., a Nevada corporation, or High Mountain, and Sierra Homes, LLC d/b/a Innovative Cabinets & Design, a Nevada limited liability company, or Innovative Cabinets. Headquartered in Reno, Nevada and founded in 2014, High Mountain specializes in all aspects of finished carpentry products and services, including doors, door frames, base boards, crown molding, cabinetry, bathroom sinks and cabinets, bookcases, built-in closets, and fireplace mantles, among others, working primarily with large homebuilders of single-family homes and commercial and multi-family developers. Innovative Cabinets is headquartered in Reno, Nevada and was founded in 2008. It specializes in custom cabinetry and countertops for a client base consisting of single-family homeowners, builders of multi-family homes, as well as commercial clients.

On February 9, 2023, our subsidiary 1847 ICU Holdings Inc., or 1847 ICU, acquired ICU Eyewear Holdings, Inc., a California corporation, and its subsidiary ICU Eyewear, Inc., a California corporation, which we collectively refer to as ICU Eyewear. Headquartered in Hollister, California and founded in 1956, ICU Eyewear specializes in the sale and distribution of reading eyewear and sunglasses, blue light blocking eyewear, sun readers, and other outdoor specialty sunglasses, as well as select health and personal care items, including face masks.

Through our structure, we offer investors an opportunity to participate in the ownership and growth of a portfolio of businesses that traditionally have been owned and managed by private equity firms, private individuals or families, financial institutions or large conglomerates. We believe that our management and acquisition strategies will allow us to achieve our goals to make and grow regular distributions to our common shareholders and increase common shareholder value over time.

We seek to acquire controlling interests in small businesses that we believe operate in industries with long-term macroeconomic growth opportunities, and that have positive and stable earnings and cash flows, face minimal threats of technological or competitive obsolescence and have strong management teams largely in place. We believe that private company operators and corporate parents looking to sell their businesses will consider us to be an attractive purchaser of their businesses. We make these businesses our majority-owned subsidiaries and actively manage and grow such businesses. We expect to improve our businesses over the long term through organic growth opportunities, add-on acquisitions and operational improvements.

Recent Developments

OID Note Extension

On April 11, 2024, we and the holders of the 20% OID subordinated promissory notes originally issued on August 11, 2023 entered into amendments to the notes, pursuant to which the parties agreed to extend the maturity date of these notes to July 10, 2024. As additional consideration for the amendments, we agreed to increase the outstanding principal by 20% of the outstanding principal amounts of the notes as an amendment fee.

Private Placement

On May 8, 2024, we entered into a securities purchase agreement with an accredited investor, pursuant to which we issued and sold to such investor a 20% OID subordinated promissory note in the principal amount of $625,000 and a warrant for the purchase of 92,937 common shares for a total purchase price of $500,000 in a private placement transaction.

The note is due and payable on August 8, 2024. We may voluntarily prepay the note in full at any time. In addition, if we consummate any sale of a material amount of assets of our company or any of its subsidiaries, then the net proceeds thereof shall be applied to the payment or prepayment of the note. The note is unsecured and has priority over all other unsecured indebtedness, except for certain senior indebtedness (as defined in the note). The note contains customary affirmative and negative covenants and events of default for a loan of this type.

Subject to shareholder approval (as defined below), the note is convertible into common shares at the option of the holder at any time on or following the date that an event of default (as defined in the note) occurs at a conversion price equal to 90% of the lowest volume weighted average price of our common shares on any trading day during the five (5) trading days prior to the conversion date; provided that such conversion price shall not be less than $0.01. The conversion price of the note is subject to standard adjustments, including a price-based adjustment in the event that we issue any common shares or other securities convertible into or exercisable for common shares at an effective price per share that is lower than the conversion price, subject to certain exceptions.

Pursuant to the securities purchase agreement, we are required to hold a special meeting of shareholders on or before the date that is ninety (90) calendar days after an event of default occurs for the purpose of obtaining shareholder approval of the issuance of all common shares underlying the note in excess of 1,058,040 common shares, or 19.99% of the common shares outstanding as of the date of the note. In addition, the note and the warrant contain an ownership limitation, such that we shall not effect any conversion or exercise, and the holder shall not have the right to convert or exercise, any portion of the note or the warrant to the extent that after giving effect to the issuance of common shares upon conversion or exercise, such holder, together with its affiliates and any other persons acting as a group together with such holder or any of its affiliates, would beneficially own in excess of 4.99% of the number of common shares outstanding immediately after giving effect to the issuance of common shares upon conversion or exercise, which such percentage may be increased or decreased by the holder, but not in excess of 9.99%, upon at least 61 days’ prior notice to us.

In connection with the private placement, we also entered into a registration rights agreement with the investor, pursuant to which we agreed to file a registration statement to register all common shares underlying the note and the warrant under the Securities Act of 1933, as amended, by May 31, 2024 and use our best efforts to cause such registration statement to be declared effective within ninety (90) days after the filing thereof. If we fail to meet these deadlines or comply with certain other requirements in the registration rights agreement, then on each date that we fail to comply, and on each monthly anniversary thereof, we shall pay to the investor an amount in cash, as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate subscription amount paid by the investor, subject to an aggregate cap of 10%. If we fail to pay any of these amounts in full within seven (7) days after the date payable, we must pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law).

Spartan Capital Securities, LLC acted as placement agent in connection with the private placement pursuant and received a warrant for the purchase of a number of common shares equal to eight percent (8%) of the number common shares initially issuable upon conversion of the note and exercise of the warrant at an exercise price of $2.959 per share (subject to adjustment), which is exercisable at any time on or after the date that is the six months after the date of issuance and until the fifth anniversary thereof.

Promissory Note

On May 9, 2024, we entered into a securities purchase agreement with an accredited investor, pursuant to which we issued and sold to such investor a promissory note in the principal amount of $500,000 in a private placement transaction. The note accrues interest at a rate of 12% per annum and is due and payable on May 9, 2025; provided that upon an event of default (as defined in the note), such rate shall increase to 16% per annum. We may voluntarily prepay the note in full at any time prior to the date that an event of default occurs. In addition, if, at any time prior to the full repayment of the note, we receive cash proceeds from any source or series of related or unrelated sources, including but not limited to, from payments from customers, the issuance of equity or debt, the issuance of securities pursuant to an equity line of credit (as defined in the note) or the sale of assets, the investor will have the right in its sole discretion to require us to immediately apply up to 100% of such proceeds to repay all or any portion of the outstanding principal amount and interest (including any default interest) then due under the note. The note is unsecured and has priority over all other unsecured indebtedness. The note contains customary affirmative and negative covenants and events of default for a loan of this type.

Management Fees

On April 15, 2013, we and 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% of our adjusted net assets for services performed (which we refer to as the parent management fee). The amount of the parent management fee with respect to any fiscal quarter is (i) reduced by the aggregate amount of any management fees received by our manager under any offsetting management services agreements with respect to such fiscal quarter, (ii) reduced (or increased) by the amount of any over-paid (or under-paid) parent management fees received by (or owed to) our manager as of the end of such fiscal quarter, and (iii) increased by the amount of any outstanding accrued and unpaid parent management fees. We did not expense any parent management fees for the three months ended March 31, 2024 and 2023.

Following the assignment of Asien’s assets to the Assignee in trust on February 26, 2024, our manager ceased to provide services to 1847 Asien for quarterly management fees. 1847 Asien expensed management fees of $50,000 and $75,000 for the three months ended March 31, 2024 and 2023, respectively, which is included in discontinued operations.

On August 21, 2020, 1847 Cabinet entered into an offsetting management services agreement with our manager, which was amended on October 8, 2021. Pursuant to the amended management services agreement, our manager will provide certain services to 1847 Cabinet in exchange for a quarterly management fee. This fee will be the greater of $125,000 or 2% of adjusted net assets (as defined within the amended management services agreement). 1847 Cabinet expensed management fees of $125,000 for the three months ended March 31, 2024 and 2023.

On March 30, 2021, 1847 Wolo entered into an offsetting management services agreement with our manager. Pursuant to the management services agreement, our manager will provide certain services to 1847 Wolo in exchange for a quarterly management fee. This fee will be the greater of $75,000 or 2% of adjusted net assets (as defined within the management services agreement). 1847 Wolo expensed management fees of $75,000 for the three months ended March 31, 2024 and 2023.

On February 9, 2023, 1847 ICU entered into an offsetting management services agreement with our manager. Pursuant to the management services agreement, our manager will provide certain services to 1847 ICU in exchange for a quarterly management fee. This fee will be the greater of $75,000 or 2% of adjusted net assets (as defined within the management services agreement). 1847 ICU expensed management fees of $75,000 and $0 for the three months ended March 31, 2024 and 2023, respectively.

In addition, if the aggregate amount of management fees paid or to be paid to our manager under the offsetting management services agreements, exceeds, or is expected to exceed, 9.5% of our gross income in any fiscal year or the parent management fee in any fiscal quarter, then the management fee to be paid by such entities shall be reduced, on a pro rata basis determined by reference to the other management fees to be paid to our manager under other offsetting management services agreements.

On a consolidated basis, our company expensed total management fees from continued operations and discontinued operations of $275,000 and $50,000 for the three months ended March 31, 2024, respectively. For the three months ended March 31, 2023, our company expensed $200,000 and $75,000 in total management fees from continued operations and discontinued operations, respectively.

Segments

Following the divesture of the 1847 Asien retail and appliances segment, we now have three reportable segments:

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The retail and eyewear segment provides a wide variety of eyewear products (non-prescription reading glasses, sunglasses, blue light blocking eyewear, sun readers, outdoor specialty sunglasses and other eyewear-related products) as well as personal protective equipment (face masks and select health and personal care items).

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The construction segment provides finished carpentry products and services (door frames, base boards, crown molding, cabinetry, bathroom sinks and cabinets, bookcases, built-in closets, fireplace mantles, windows, and custom design and build of cabinetry and countertops).

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The automotive supplies segment provides horn and safety products (electric, air, truck, marine, motorcycle, and industrial equipment) and vehicle emergency and safety warning lights (cars, trucks, industrial equipment, and emergency vehicles).

We report all other business activities that are not reportable in the corporate services segment. We provide general corporate services to our segments; however, these services are not considered when making operating decisions and assessing segment performance. The corporate services segment includes costs associated with executive management, financing activities and other public company-related costs.

Results of Operations

Comparison of the Three Months Ended March 31, 2024 and 2023

The following table sets forth key components of our results of continued operations during the three months ended March 31, 2024 and 2023, both in dollars and as a percentage of our revenues.

	Three Months Ended March 31,
	2024						2023
	Amount			% of Revenues			Amount			% of Revenues
Revenues	$	14,913,497			100.0	%	$	12,965,603			100.0	%
Operating expenses
Cost of revenues		9,325,561			62.5	%		8,032,294			62.0	%
Personnel		3,115,356			20.9	%		2,473,420			19.1	%
Depreciation and amortization		424,462			2.8	%		527,006			4.1	%
General and administrative		2,132,600			14.3	%		1,501,639			11.6	%
Professional fees		3,025,149			20.3	%		387,821			3.0	%
Total operating expenses		18,023,128			120.9	%		12,922,180			99.7	%
Income (loss) from operations		(3,109,631	)		(20.9	)%		43,423			0.3	%
Other income (expenses)
Other income (expense)		(19,932	)		(0.1	)%		32,898			0.3	%
Interest expense		(1,316,890	)		(8.8	)%		(1,379,436	)		(10.6	)%
Amortization of debt discounts		(3,675,589	)		(24.6	)%		(412,650	)		(3.2	)%
Loss on extinguishment of debt		(421,875	)		(2.8	)%		-			-
Loss on change in fair value of warrant liabilities		(1,902,200	)		(12.8	)%		-			-
Loss on change in fair value of derivative liabilities		(612,462	)		(4.1	)%		-			-
Preliminary gain on bargain purchase		-			-			2,639,861			20.4	%
Total other income (expense)		(7,948,948	)		(53.3	)%		880,673			6.8	%
Net income (loss) before income taxes		(11,058,579	)		(74.2	)%		924,096			7.1	%
Income tax benefit (expense)		(98,000	)		(0.7	)%		228,000			1.8	%
Net income (loss)	$	(11,156,579	)		(74.8	)%	$	1,152,096			8.9	%

Revenues. Our total revenues were $14,913,497 for the three months ended March 31, 2024, as compared to $12,965,603 for the three months ended March 31, 2023.

The retail and eyewear segment generates revenue through sales of eyewear products, including non-prescription reading glasses, sunglasses, blue light blocking eyewear, sun readers and outdoor specialty sunglasses. Revenues from the retail and eyewear segment were $3,896,167 for the three months ended March 31, 2024 and $2,792,712 for the period from February 9, 2023 (date of acquisition) to March 31, 2023.

The construction segment generates revenue through the sale of finished carpentry products and services, including doors, door frames, base boards, crown molding, cabinetry, bathroom sinks and cabinets, bookcases, built-in closets, and fireplace mantles, among others, as well as kitchen countertops. Revenues from the construction segment increased by $326,244, or 3.7%, to $9,238,969 for the three months ended March 31, 2024 from $8,912,725 for the three months ended March 31, 2023. The increase in revenues was primarily attributed to an increase in new multi-family projects and an increase in the average customer contract value.

The automotive supplies segment generates revenue through the design and sale of horn and safety products (electric, air, truck, marine, motorcycle and industrial equipment), including vehicle emergency and safety warning lights for cars, trucks, industrial equipment and emergency vehicles. Revenues from the automotive supplies segment increased by $518,195, or 41.1%, to $1,778,361 for the three months ended March 31, 2024 from $1,260,166 for the three months ended March 31, 2023. The increase in revenues was primarily attributed to an improved supply chain with manufacturers and heightened customer demand.

Cost of revenues. Our total cost of revenues was $9,325,561 for the three months ended March 31, 2024, as compared to $8,032,294 for the three months ended March 31, 2023.

Cost of revenues for the retail and eyewear segment consists of the costs of purchased finished goods plus freight and tariff costs. Cost of revenues for the retail and eyewear segment was $2,998,933, or 77.0% of retail and eyewear revenues, for the three months ended March 31, 2024, and $1,947,011, or 69.7% of retail and eyewear revenues, for the period from February 9, 2023 (date of acquisition) to March 31, 2023.

Cost of revenues for the construction segment consists of finished goods, lumber, hardware and materials and plus direct labor and related costs, net of any material discounts from vendors. Cost of revenues for the construction segment decreased by $216,761, or 4.0%, to $5,158,266 for the three months ended March 31, 2024 from $5,375,027 for the three months ended March 31, 2023. Such decrease was primarily attributed improved supply chain negotiations leading to better pricing and more efficient procurement, offset an increase in revenues. As a percentage of construction revenues, cost of revenues for the construction segment was 55.8% and 60.3% for the three months ended March 31, 2024 and 2023, respectively.

Cost of revenues for the automotive supplies segment consists of the costs of purchased finished goods plus freight and tariff costs. Cost of revenues for the automotive supplies segment increased by $458,106, or 64.5%, to $1,168,362 for the three months ended March 31, 2024 from $710,256 for the three months ended March 31, 2023. Such increase was primarily attributed to the corresponding increase in revenues, offset by increased product costs. As a percentage of automotive supplies revenues, cost of revenues for the automotive supplies segment was 65.7% and 56.4% for the three months ended March 31, 2024 and 2023, respectively.

Personnel costs. Personnel costs include employee salaries and bonuses plus related payroll taxes. It also includes health insurance premiums, 401(k) contributions, and training costs. Our total personnel costs were $3,115,356 for the three months ended March 31, 2024, as compared to $2,473,420 for the three months ended March 31, 2023.

Personnel costs for the retail and eyewear segment was $653,191, or 16.8% of retail and eyewear revenues, for the three months ended March 31, 2024 and $527,075, or 18.9% of retail and eyewear revenues, for the period from February 9, 2023 (date of acquisition) to March 31, 2023.

Personnel costs for the construction segment increased by $158,457, or 10.2%, to $1,716,193 for the three months ended March 31, 2024 from $1,557,736 for the three months ended March 31, 2023. Such increase was primarily attributed to increased employee headcount as a result of increased revenues, offset the implementation of revised compensation policies aimed at enhancing cost efficiency. As a percentage of construction revenue, personnel costs for the construction segment were 18.6% and 17.5% for the three months ended March 31, 2024 and 2023, respectively.

Personnel costs for the automotive supplies segment increased by $1,812, or 0.7%, to $262,732 for the three months ended March 31, 2024 from $260,920 for the three months ended March 31, 2023. Personnel costs remained consistent period over period. As a percentage of automotive supplies revenue, personnel costs for the automotive supplies segment were 14.8% and 20.7% for the three months ended March 31, 2024 and 2023, respectively.

Personnel costs for our holding company increased by $355,551, or 278.5%, to $483,240 for the three months ended March 31, 2024 from $127,689 for the three months ended March 31, 2023. Such increase was primarily attributed to accrued management bonuses and wages.

Depreciation and amortization. Our total depreciation and amortization expense decreased by $102,544, or 19.5%, to $424,462 for the three months ended March 31, 2024 from $527,006 for the three months ended March 31, 2023. Such decrease was primarily as a result of the impairment of intangible assets during the prior period.

General and administrative expenses. Our general and administrative expenses consist primarily of insurance expense, rent expense, management fees, advertising, bank fees, bad debt allowances, and other general expenses incurred in connection with general operations. Our total general and administrative expenses were $2,132,600 for the three months ended March 31, 2024, as compared to $1,501,639 for the three months ended March 31, 2023.

General and administrative expenses for the retail and eyewear segment was $412,972, or 10.6% of retail and eyewear revenues, for the three months ended March 31, 2024 and $100,310, or 3.6% of retail and eyewear revenues, for the period from February 9, 2023 (date of acquisition) to March 31, 2023.

General and administrative expenses for the construction segment increased by $323,435, or 36.0%, to $1,221,161 for the three months ended March 31, 2024 from $897,726 for the three months ended March 31, 2023. Such increase was primarily attributed to increased revenues, along with increases in rent and office expenditures. As a percentage of construction revenue, general and administrative expenses for the construction segment were 13.2% and 10.1% for the three months ended March 31, 2024 and 2023, respectively.

General and administrative expenses for the automotive supplies segment increased by $1,249, or 0.5%, to $248,396 for the three months ended March 31, 2024 from $247,147 for the three months ended March 31, 2023. Such increase was primarily attributed to increased revenues, along with increases in office expenditures, offset by decreased rent expense. As a percentage of automotive supplies revenue, general and administrative expenses for the automotive supplies segment were 14.0% and 19.6% for the three months ended March 31, 2024 and 2023, respectively.

General and administrative expenses for our holding company decreased by $6,385, or 2.5%, to $250,071 for the three months ended March 31, 2024 from $256,456 for the three months ended March 31, 2023. Such decrease was primarily attributed to increased insurance expenses, and board fees, offset by increased corporate shared service costs.

Professional fees. Our total professional fees were $3,025,149 for the three months ended March 31, 2024, as compared to $387,821 for the three months ended March 31, 2023.

Professional fees for the retail and eyewear segment was $232,180, or 6.0% of retail and eyewear revenues, for the three months ended March 31, 2024 and $77,493, or 2.8% of retail and eyewear revenues, for the period from February 9, 2023 (date of acquisition) to March 31, 2023.

Professional fees for the construction segment decreased by $10,424, or 13.7%, to $65,727 for the three months ended March 31, 2024 from $76,151 for the three months ended March 31, 2023. Such decrease was primarily attributed to decreased consulting fees. As a percentage of construction revenue, professional fees for the construction segment were 0.7% and 0.9% for the three months ended March 31, 2024 and 2023, respectively.

Professional fees for the automotive supplies segment increased by $30,750, or 53.7%, to $88,021 for the three months ended March 31, 2024 from $57,271 for the three months ended March 31, 2023. Such increase was primarily attributed to increased consulting fees. As a percentage of automotive supplies revenue, professional fees for the automotive supplies segment were 4.9% and 4.5% for the three months ended March 31, 2024 and 2023, respectively.

Professional fees for our holding company increased by $2,462,315, or 1,391.9%, to $2,639,221 for the three months ended March 31, 2024 from $176,906 for the three months ended March 31, 2023. Such increase was primarily attributed to increased consulting fees, investor relations, and other public company related fees. Additionally, during the current period, we prepaid $2.5 million in non-recurring consulting and investor relations fees using the proceeds from the public offering described below. Of this amount, $1.8 million was expensed to professional fees for the three months ended March 31, 2024.

Total other income (expense). We had $7,948,948 in total other expense, net, for the three months ended March 31, 2024, as compared to other income, net, of $880,673 for the three months ended March 31, 2023. Other expense, net, for the three months ended March 31, 2024 consisted of interest expense of $1,316,890, amortization of debt discounts of $3,675,589, other expense of $19,932, a loss on extinguishment of debt of $421,875, a loss on change in fair value of warrant liabilities of $1,902,200, and a loss on change in fair value of derivative liabilities of $612,462. Other income, net, for the three months ended March 31, 2023 consisted of a preliminary gain on bargain purchase of $2,639,861 related to the acquisition of ICU Eyewear and other income of $32,898, offset by interest expense of $1,379,436 and amortization of debt discounts of $412,650.

Income tax benefit (expense). We had an income an income tax expense of $98,000 and an income tax benefit of $228,000 for the three months ended March 31, 2024 and 2023, respectively.

Net income (loss) from continuing operations. As a result of the cumulative effect of the factors described above, we had a net loss of $11,156,579 for the three months ended March 31, 2024, as compared to a net income of $1,152,096 for the three months ended March 31, 2023.

Liquidity and Capital Resources

As of March 31, 2024, we had cash and cash equivalents of $577,608. To date, we have financed our operations primarily through revenue generated from operations, cash proceeds from financing activities, borrowings, and equity contributions by our shareholders.

Management plans to address the above as needed by, securing additional bank lines of credit, and obtaining additional financing through debt or equity transactions. Management has implemented tight cost controls to conserve cash.

The ability of our company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and to eventually attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if our company is unable to continue as a going concern. If our company is unable to obtain adequate capital, it could be forced to cease operations.

We believe additional funds are required to execute our business plan and our strategy of acquiring additional businesses. The funds required to execute our business plan will depend on the size, capital structure and purchase price consideration that the seller of a target business deems acceptable in a given transaction. The amount of funds needed to execute our business plan also depends on what portion of the purchase price of a target business the seller of that business is willing to take in the form of seller notes or our equity or equity in one of our subsidiaries. We will seek growth as funds become available from cash flow, borrowings, additional capital raised privately or publicly, or seller retained financing.

Our primary use of funds will be for future acquisitions, public company expenses including regular distributions to our shareholders, investments in future acquisitions, payments to our manager pursuant to the management services agreement, potential payment of profit allocation to our manager and potential put price to our manager in respect of the allocation shares it owns. The management fee, expenses, potential profit allocation and potential put price are paid before distributions to shareholders and may be significant and exceed the funds we hold, which may require us to dispose of assets or incur debt to fund such expenditures. See Item 1. “Business—Our Manager” included in our Annual Report on Form 10-K for the year ended December 31, 2023 for more information concerning the management fee, the profit allocation and put price.

The amount of management fee paid to our manager by us is reduced by the aggregate amount of any offsetting management fees, if any, received by our manager from any of our businesses. As a result, the management fee paid to our manager may fluctuate from quarter to quarter. The amount of management fee paid to our manager may represent a significant cash obligation. In this respect, the payment of the management fee will reduce the amount of cash available for distribution to shareholders.

Our manager, as holder of 100% of our allocation shares, is entitled to receive a twenty percent (20%) profit allocation as a form of preferred equity distribution, subject to an annual hurdle rate of eight percent (8%), as follows. Upon the sale of a subsidiary, our manager will be paid a profit allocation if the sum of (i) the excess of the gain on the sale of such subsidiary over a high-water mark plus (ii) the subsidiary’s net income since its acquisition by us exceeds the 8% hurdle rate. The 8% hurdle rate is the product of (i) a 2% rate per quarter, multiplied by (ii) the number of quarters such subsidiary was held by us, multiplied by (iii) the subsidiary’s average share (determined based on gross assets, generally) of our consolidated net equity (determined according to U.S. generally accepted accounting principles, or GAAP, with certain adjustments). In certain circumstances, after a subsidiary has been held for at least 5 years, our manager may also trigger a profit allocation with respect to such subsidiary (determined based solely on the subsidiary’s net income since its acquisition). The amount of profit allocation may represent a significant cash payment and is senior in right to payments of distributions to our shareholders. Therefore, the amount of profit allocation paid, when paid, will reduce the amount of cash available to us for our operating and investing activities, including future acquisitions. See Item 1. “Business—Our Manager—Our Manager as an Equity Holder—Manager’s Profit Allocation” included in our Annual Report on Form 10-K for the year ended December 31, 2023 for more information on the calculation of the profit allocation.

The last occurrence of profit allocation distribution to the Manager by the Company was during the fourth quarter of 2020, concurrent with the spin-off of a former subsidiary. Following the profit allocation distribution to the Manager, the board of directors identified a need to adjust the distribution to the Manger, which resulted in the recognition of a $2 million distribution receivable from the Manager within shareholders’ equity, with repayment anticipated upon the occurrence of the next qualified profit allocation distribution event (the “Distribution Receivable”).

On April 23, 2024, the Company and the Manager entered into a letter agreement regarding the timing of payment of the Distribution Receivable, pursuant to which the parties agreed to treat the Distribution Receivable as a $2,000,000, plus interest accrued thereon at a non-compounding rate equal to the applicable federal rate, unqualified obligation of the Manager to be repaid as a credit against all future profit allocations resulting from both a Sale Event and a Holding Event payable to the Manager, all until the Distribution Receivable is fully paid, provided that, if the Distribution Receivable is not fully paid by the application of such credit or otherwise by the first to occur of (i) December 31, 2024 and (ii) the date of the sale of all or substantially all the assets (in a transaction of any form) or the liquidation, dissolution or winding up, voluntary or involuntary, of either party, then upon such date the unpaid balance shall be immediately due, payable and paid by the Manager.

Our operating agreement also contains a supplemental put provision, which gives our manager the right, subject to certain conditions, to cause us to purchase the allocation shares then owned by our manager upon termination of the management services agreement. The amount of put price under the supplemental put provision is determined by assuming all of our subsidiaries are sold at that time for their fair market value and then calculating the amount of profit allocation would be payable in such a case. If the management services agreement is terminated for any reason other than our manager’s resignation, the payment to our manager could be as much as twice the amount of such hypothetical profit allocation. As is the case with profit allocation, the calculation of the put price is complex and based on many factors that cannot be predicted with any certainty at this time. See Item 1. “Business—Our Manager—Our Manager as an Equity Holder—Supplemental Put Provision” included in our Annual Report on Form 10-K for the year ended December 31, 2023 for more information on the calculation of the put price. The put price obligation, if our manager exercises its put right, will represent a significant cash payment and is senior in right to payments of distributions to our shareholders. Therefore, the amount of put price will reduce the amount of cash available to us for our operating and investing activities, including future acquisitions.

Summary of Cash Flow

The following table provides detailed information about our net cash flows from continuing operations for the periods indicated:

	Three Months Ended March 31,
	2024			2023
Net cash used in operating activities	$	(3,529,228	)	$	(1,782,721	)
Net cash used in investing activities		-			(3,734,330	)
Net cash provided by financing activities		3,374,892			6,812,211
Net change in cash and cash equivalents		(154,336	)		1,295,160
Cash and cash equivalents at the beginning of period		731,944			868,944
Cash and cash equivalents at the end of period	$	577,608		$	2,164,104

Net cash used in operating activities was $3,529,228 for the three months ended March 31, 2024, as compared to $1,782,721 for the three months ended March 31, 2023. Significant factors affecting the increase in net cash used in operating activities were primarily a result of the net loss during the three months ended March 31, 2024, increased accounts payable and accrued expenses, inventories and prepaid expenses, partially offset by decreased receivables.

Net cash used in investing activities was $0 for the three months ended March 31, 2024, as compared to $3,734,330 for the three months ended March 31, 2023. The decrease in the net cash used in investing activities was primarily a result of the cash paid for the acquisition of ICU Eyewear during the three months ended March 31, 2023.

Net cash provided by financing activities was $3,374,892 for the three months ended March 31, 2024, as compared to $6,812,211 for the three months ended March 31, 2023. The decrease in the net cash provided by financing activities was primarily a result of decreased proceeds in private placements and revolving loan, offset from increased proceeds from public offerings.

Public Offering

On February 9, 2024, we entered into a securities purchase agreement with certain purchasers and a placement agency agreement with Spartan Capital Securities, LLC, or Spartan, pursuant to which we agreed to issue and sell to such purchasers an aggregate of 1,825,937 common shares and prefunded warrants for the purchase of 3,174,063 common shares at an offering price of $1.00 per common share and $0.99 per prefunded warrant, pursuant to our effective registration statement on Form S-1 (File No. 333-276670). On February 14, 2024, the closing of this offering was completed. At the closing, the purchasers prepaid the exercise price of the prefunded warrants in full. Therefore, we received total gross proceeds of $5,000,000. Pursuant to the placement agency agreement, Spartan received a cash transaction fee equal to 8% of the aggregate gross proceeds and reimbursement of certain out-of-pocket expenses. After deducting these and other offering expenses, we received net proceeds of approximately $4,335,000. During the three months ended March 31, 2024, we issued an aggregate of 505,000 common shares upon the exercise of prefunded warrants.

Debt

The following table shows aggregate figures for our total debt that is coming due in the short and long term as of March 31, 2024. For a complete description of the terms of our outstanding debt, please see Note 10 to our condensed consolidated financial statements above and Notes 10, 12, 13 and 14 to our consolidated financial statements for the years ended December 31, 2023 and 2022 included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission, or the SEC, on April 25, 2024.

	Short-Term			Long-Term			Total Debt
Notes Payable
Vehicle loans	$	86,139		$	217,045		$	303,184
6% Amortizing promissory note		562,411			-			562,411
6% Subordinated promissory note		500,000			-			500,000
Purchase and sale of future revenues loan		1,296,900			-			1,296,900
20% OID subordinated promissory notes		3,671,875			-			3,671,875
Total notes payable		6,117,325			217,045			6,334,370
Less: debt discounts		(557,474	)		-			(557,474	)
Total notes payable, net		5,559,851			217,045			5,776,896

Related Party Notes Payable
Related party promissory note		578,290			-			578,290

Convertible Notes Payable
Secured convertible promissory notes		-			24,860,000			24,860,000
6% subordinated convertible promissory notes		2,520,346			-			2,520,346
Promissory notes issued in private placements		834,689			-			834,689
Total convertible notes payable		3,355,035			24,860,000			28,215,035
Less: debt discounts		(87,852	)		(1,650,882	)		(1,738,734	)
Total convertible notes payable, net		3,267,183			23,209,118			26,476,301

Revolving Line of Credit
Revolving loan		-			4,262,387			4,262,387
Less: debt discounts		-			(619,927	)		(619,927	)
Total revolving line of credit, net		-			3,642,460			3,642,460

Finance Leases
Financing leases		176,312			560,681			736,993

Combined total debt	$	10,226,962		$	29,900,113		$	40,127,075
Less: combined debt discounts		(645,326	)		(2,270,809	)		(2,916,135	)
Combined total debt, net	$	9,581,636		$	27,629,304		$	37,210,940

Contractual Obligations

Our principal commitments consist mostly of obligations under the loans described above and other contractual commitments described below.

We have engaged our manager to manage our day-to-day operations and affairs. Our relationship with our manager will be governed principally by the following agreements:

●

the management services agreement and offsetting management services agreements relating to the management services our manager will perform for us and the businesses we own and the management fee to be paid to our manager in respect thereof; and

●

our operating agreement setting forth our manager’s rights with respect to the allocation shares it owns, including the right to receive profit allocations from us, and the supplemental put provision relating to our manager’s right to cause us to purchase the allocation shares it owns.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies and Estimates

The preparation of the unaudited condensed consolidated financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a regular basis, we evaluate these estimates. These estimates are based on management’s historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

For a description of the accounting policies that, in management’s opinion, involve the most significant application of judgment or involve complex estimation and which could, if different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on April 25, 2024.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result of this evaluation, our chief executive officer and chief financial officer have concluded that, as of March 31, 2024, our disclosure controls and procedures were not effective due to the material weaknesses described below. Notwithstanding the identified material weaknesses, management, including our chief executive officer and chief financial officer, believes the consolidated financial statements included in this report fairly represent, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with GAAP.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure

Changes in Internal Control Over Financial Reporting

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

During its evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2024, our management identified the following material weaknesses:

●

we do not have written documentation of our internal control policies and procedures, including written policies and procedures to ensure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements;

●

we failed to maintain a sufficient complement of personnel in our accounting and reporting department to ensure adequate segregation of duties such that appropriate review and monitoring of its financial records are executed; and

●

we did not design and maintain effective internal controls related to our information technology general controls in the areas of user access and program change-management over certain information technology systems that support our financial reporting processes.

As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, our management has identified the steps necessary to address the material weaknesses, and in the first quarter of 2024, we continued to implement the following remedial procedures:

●

increasing personnel resources and technical accounting expertise within the accounting function;

●

until we have sufficient technical accounting resources, we have engaged external consultants to provide support and to assist us in our evaluation of more complex applications of GAAP;

●

engaging internal control consultants to assist us in performing a financial reporting risk assessment as well as identifying and designing our system of internal controls necessary to mitigate the risks identified; and

●

preparation of written documentation of our internal control policies and procedures.

We continue to enhance corporate oversight over process-level controls and structures to ensure that there is appropriate assignment of authority, responsibility, and accountability to enable remediation of our material weaknesses. We believe that our remediation plan will be sufficient to remediate the identified material weaknesses and strengthen our internal control over financial reporting. As we continue to evaluate, and work to improve, our internal control over financial reporting, management may determine that additional measures to address control deficiencies or modifications to the remediation plan are necessary.

Other than in connection with the implementation of the remedial measures described above, there were no changes in our internal controls over financial reporting during the first quarter of 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

ITEM 1A. RISK FACTORS.

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

We have not sold any equity securities during the three months ended March 31, 2024 that were not previously disclosed in a current report on Form 8-K that was filed during the quarter.

We did not repurchase any of our common shares during the three months ended March 31, 2024.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

Exhibit No.		Description of Exhibit
3.1		Certificate of Formation of 1847 Holdings LLC (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed on February 7, 2014)
3.2		Second Amended and Restated Operating Agreement of 1847 Holdings LLC, dated January 19, 2018 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on January 22, 2018)
3.3		Amendment No. 1 to Second Amended and Restated Operating Agreement (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on August 11, 2021)
3.4		Amendment No. 2 to Second Amended and Restated Operating Agreement of 1847 Holdings LLC, dated October 16, 2023 (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed on October 16, 2023)
3.5		Amendment No. 3 to Second Amended and Restated Operating Agreement of 1847 Holdings LLC, dated December 19, 2023 (incorporated by reference to Exhibit 3.5 to the Registration Statement on Form S-1 filed on January 24, 2024)
4.1		Amended and Restated Share Designation of Series A Senior Convertible Preferred Shares (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on April 1, 2021)
4.2		Amendment No. 1 to Amended and Restated Share Designation of Series A Senior Convertible Preferred Shares (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on October 5, 2021)
4.3		Share Designation of Series B Senior Convertible Preferred Shares (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on March 2, 2022)
4.4		Form of Pre-Funded Common Share Purchase Warrant, dated February 14, 2024 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on February 15, 2024)
4.5		Warrant Agency Agreement, dated August 11, 2023, between 1847 Holdings LLC and VStock Transfer, LLC and Form of Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on August 14, 2023)
4.6		Common Share Purchase Warrant issued by 1847 Holdings LLC to Spartan Capital Securities, LLC on August 11, 2023 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on August 14, 2023)
4.7		Common Share Purchase Warrant issued by 1847 Holdings LLC to J.H. Darbie & Co., Inc. on February 22, 2023 (incorporated by reference to Exhibit 4.6 to Amendment No. 1 to Registration Statement on Form S-3 filed on April 28, 2023)
4.8		Common Share Purchase Warrant issued by 1847 Holdings LLC to J.H. Darbie & Co., Inc. on February 9, 2023 (incorporated by reference to Exhibit 4.10 to Amendment No. 1 to Registration Statement on Form S-3 filed on April 28, 2023)
4.9		Common Share Purchase Warrant issued by 1847 Holdings LLC to J.H. Darbie & Co., Inc. on February 3, 2023 (incorporated by reference to Exhibit 4.13 to Amendment No. 1 to Registration Statement on Form S-3 filed on April 28, 2023)
4.10		Warrant Agent Agreement, dated January 3, 2023, between 1847 Holdings LLC and VStock Transfer, LLC and form of Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on January 9, 2023)
4.11		Common Share Purchase Warrant issued to Craft Capital Management LLC on August 5, 2022 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on August 8, 2022)
4.12		Common Share Purchase Warrant issued to R.F. Lafferty & Co. Inc. on August 5, 2022 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on August 8, 2022)
4.13		Warrant for Common Shares issued by 1847 Holdings LLC to J.H. Darbie & Co., Inc. on July 8, 2022 (incorporated by reference to Exhibit 4.18 to the Registration Statement on Form S-3 filed on February 1, 2023)
4.14		Warrant for Common Shares issued by 1847 Holdings LLC to Leonite Capital LLC on October 8, 2021 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on October 13, 2021)
10.1		Form of Securities Purchase Agreement, dated February 9, 2024, among 1847 Holdings LLC and the Purchasers signatory thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 15, 2024)
31.1*		Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certifications of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Filed herewith

Furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 15, 2024	1847 HOLDINGS LLC

	/s/ Ellery W. Roberts
	Name:	Ellery W. Roberts
	Title:	Chief Executive Officer
	(Principal Executive Officer)

	/s/ Vernice L. Howard
	Name:	Vernice L. Howard
	Title:	Chief Financial Officer
	(Principal Financial and Accounting Officer)

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Exhibit 31.1

CERTIFICATIONS

I, Ellery W. Roberts, certify that:

I have reviewed this quarterly report on Form 10-Q of 1847 Holdings LLC;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2024

/s/ Ellery W. Roberts

Ellery W. Roberts

Chief Executive Officer

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATIONS

I, Vernice L. Howard, certify that:

I have reviewed this quarterly report on Form 10-Q of 1847 Holdings LLC;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2024

/s/ Vernice L. Howard

Vernice L. Howard

Chief Financial Officer

(Principal Financial and Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

The undersigned Chief Executive Officer of 1847 HOLDINGS LLC (the “Company”), DOES HEREBY CERTIFY that:

The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

IN WITNESS WHEREOF, the undersigned has executed this statement on May 15, 2024.

/s/ Ellery W. Roberts

Ellery W. Roberts

Chief Executive Officer

(Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to 1847 Holdings LLC and will be retained by 1847 Holdings LLC and furnished to the Securities and Exchange Commission or its staff upon request.

The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

The undersigned Chief Financial Officer of 1847 HOLDINGS LLC (the “Company”), DOES HEREBY CERTIFY that:

Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

IN WITNESS WHEREOF, the undersigned has executed this statement on May 15, 2024.

/s/ Vernice L. Howard

Vernice L. Howard

Chief Financial Officer

(Principal Financial and Accounting Officer)

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 10, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Information [Line Items]
Entity Registrant Name	1847 HOLDINGS LLC
Entity Central Index Key	0001599407
Entity File Number	001-41368
Entity Tax Identification Number	38-3922937
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	590 Madison Avenue
Entity Address, Address Line Two	21st Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
Entity Phone Fax Numbers [Line Items]
City Area Code	(212)
Local Phone Number	417-9800
Entity Listings [Line Items]
Title of 12(b) Security	Common Shares
Trading Symbol	EFSH
Security Exchange Name	NYSEAMER
Entity Common Stock, Shares Outstanding		5,292,851

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets
Cash and cash equivalents	$ 577,608	$ 731,944
Receivables, net	6,128,310	7,463,199
Contract assets	62,646	80,398
Inventories, net	7,675,213	7,601,444
Prepaid expenses and other current assets	1,551,471	897,696
Current assets of discontinued operations		1,939,951
Total Current Assets	15,995,248	18,714,632
Property and equipment, net	1,576,290	1,810,144
Operating lease right-of-use assets	3,563,493	3,818,498
Long-term deposits	153,735	153,735
Intangible assets, net	4,783,740	4,974,348
Goodwill	9,808,335	9,808,335
Non-current assets of discontinued operations		88,505
TOTAL ASSETS	35,880,841	39,368,197
Current Liabilities
Accounts payable and accrued expenses	13,020,669	12,194,676
Contract liabilities	2,735,171	3,308,098
Current portion of operating lease liabilities	1,067,395	1,038,978
Current portion of finance lease liabilities	176,312	178,906
Current portion of notes payable, net	5,559,851	2,545,953
Current portion of convertible notes payable, net	3,267,183	3,614,142
Derivative liabilities	1,146,145	1,389,203
Warrant liabilities	5,392,700
Current liabilities of discontinued operations		3,097,215
Total Current Liabilities	33,137,478	28,139,223
Operating lease liabilities, net of current portion	2,655,317	2,932,686
Finance lease liabilities, net of current portion	560,681	605,242
Notes payable, net of current portion	217,045	239,181
Convertible notes payable, net of current portion	23,209,118	23,052,078
Revolving line of credit, net	3,642,460	3,647,511
Deferred tax liability, net	731,000	758,000
Non-current liabilities of discontinued operations		34,965
TOTAL LIABILITIES	64,153,099	59,408,886
Shareholders’ Deficit
Allocation shares, 1,000 shares authorized; 1,000 shares issued and outstanding as of March 31, 2024 and December 31, 2023	1,000	1,000
Common shares, $0.001 par value, 500,000,000 shares authorized; 4,494,166 and 915,581 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	4,495	916
Distribution receivable	(2,000,000)	(2,000,000)
Additional paid-in capital	60,286,036	57,676,191
Accumulated deficit	(85,359,373)	(74,835,392)
TOTAL 1847 HOLDINGS SHAREHOLDERS’ DEFICIT	(26,999,430)	(18,726,409)
NON-CONTROLLING INTERESTS	(1,272,828)	(1,314,280)
TOTAL SHAREHOLDERS’ DEFICIT	(28,272,258)	(20,040,689)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	35,880,841	39,368,197
Related Party
Current Liabilities
Due to related parties	193,762	193,762
Related party note payable	578,290	578,290
Series A Senior Convertible Preferred Shares
Shareholders’ Deficit
Senior convertible preferred shares, value	38,177	190,377
Series B Senior Convertible Preferred Shares
Shareholders’ Deficit
Senior convertible preferred shares, value	$ 30,235	$ 240,499

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Allocation shares, authorized	1,000	1,000
Allocation shares, issued	1,000	1,000
Allocation shares, outstanding	1,000	1,000
Common shares, par value (in Dollars per share)	$ 0.001	$ 0.001
Common shares, shares authorized	500,000,000	500,000,000
Common shares, shares issued	4,494,166	915,581
Common shares, shares outstanding	4,494,166	915,581
Series A Senior Convertible Preferred Shares
Senior convertible preferred shares, par value (in Dollars per share)
Senior convertible preferred shares, shares designated	4,450,460	4,450,460
Senior convertible preferred shares, shares issued	45,455	226,667
Senior convertible preferred shares, shares outstanding	45,455	226,667
Series B Senior Convertible Preferred Shares
Senior convertible preferred shares, par value (in Dollars per share)
Senior convertible preferred shares, shares designated	583,334	583,334
Senior convertible preferred shares, shares issued	11,457	91,567
Senior convertible preferred shares, shares outstanding	11,457	91,567

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenues	$ 14,913,497	$ 12,965,603
Operating Expenses
Cost of revenues	9,325,561	8,032,294
Personnel	3,115,356	2,473,420
Depreciation and amortization	424,462	527,006
General and administrative	2,132,600	1,501,639
Professional fees	3,025,149	387,821
Total Operating Expenses	18,023,128	12,922,180
INCOME (LOSS) FROM OPERATIONS	(3,109,631)	43,423
Other Income (Expense)
Other income (expense)	(19,932)	32,898
Interest expense	(1,316,890)	(1,379,436)
Amortization of debt discounts	(3,675,589)	(412,650)
Loss on extinguishment of debt	(421,875)
Loss on change in fair value of warrant liabilities	(1,902,200)
Loss on change in fair value of derivative liabilities	(612,462)
Preliminary gain on bargain purchase		2,639,861
Total Other Income (Expense)	(7,948,948)	880,673
NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(11,058,579)	924,096
Income tax expense (benefit)	(98,000)	228,000
NET INCOME (LOSS) FROM CONTINUING OPERATIONS	(11,156,579)	1,152,096
Net loss from discontinued operations	(262,577)	(104,615)
Gain on disposition of Asien’s	1,060,095
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS	797,518	(104,615)
NET INCOME (LOSS)	(10,359,061)	1,047,481
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS FROM CONTINUING OPERATIONS	17,852	59,822
NET (INCOME) LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS FROM DISCONTINUED OPERATIONS	(59,304)	5,231
NET INCOME (LOSS) ATTRIBUTABLE TO 1847 HOLDINGS	(10,400,513)	1,112,534
NET LOSS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO 1847 HOLDINGS	(11,138,727)	1,211,918
NET LOSS FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO 1847 HOLDINGS	738,214	(99,384)
PREFERRED SHARE DIVIDENDS	(122,468)	(162,865)
DEEMED DIVIDENDS	(1,000)	(1,835,000)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$ (10,523,981)	$ (885,331)
LOSS PER COMMON SHARE FROM CONTINUING OPERATIONS - BASIC (in Dollars per share)	$ (4.69)	$ (17.78)
LOSS PER COMMON SHARE FROM DISCONTINUED OPERATIONS - BASIC (in Dollars per share)	(0.31)	(2.25)
LOSS PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS - BASIC (in Dollars per share)	$ (4.38)	$ (20.03)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING - BASIC (in Shares)	2,400,310	44,200

Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
LOSS PER COMMON SHARE FROM CONTINUING OPERATIONS -DILUTED	$ (4.69)	$ (17.78)
LOSS PER COMMON SHARE FROM DISCONTINUED OPERATIONS -DILUTED	(0.31)	(2.25)
LOSS PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS - DILUTED	$ (4.38)	$ (20.03)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING - DILUTED (in Shares)	2,400,310	44,200

Condensed Consolidated Statements of Shareholders’ Equity (Deficit) (Unaudited) - USD ($)	Senior Convertible Preferred Shares Series A	Senior Convertible Preferred Shares Series B	Allocation Shares	Common Shares	Distribution Receivable	Additional Paid-In Capital	Accumulated Deficit	Non- Controlling Interests	Total
Balance at Dec. 31, 2022	$ 1,338,746	$ 1,214,181		$ 57	$ (2,000,000)	$ 43,966,628	$ (41,919,277)	$ 288,499	$ 2,889,834
Balance (in Shares) at Dec. 31, 2022	1,593,940	464,899	1,000	56,789
Issuance of common shares upon settlement of accrued series A preferred shares dividends				$ 1		152,667			152,668
Issuance of common shares upon settlement of accrued series A preferred shares dividends (in Shares)				996
Issuance of common shares and warrants in connection with a private debt offering				$ 4		1,360,358			1,360,362
Issuance of common shares and warrants in connection with a private debt offering (in Shares)				4,157
Issuance of common shares upon cashless exercise of warrants				$ 1		(1)
Issuance of common shares upon cashless exercise of warrants (in Shares)				614
Deemed dividend from issuance of warrants to common shareholders						618,000	(618,000)
Extinguishment of warrant liabilities upon exercise of prefunded warrants
Deemed dividend from down round provision in warrants						1,217,000	(1,217,000)
Dividends - series A senior convertible preferred shares							(110,045)		(110,045)
Dividends - series B senior convertible preferred shares							(52,820)		(52,820)
Net income (loss)							1,112,534	(65,053)	1,047,481
Balance at Mar. 31, 2023	$ 1,338,746	$ 1,214,181		$ 63	(2,000,000)	47,314,652	(42,804,608)	223,446	5,287,480
Balance (in Shares) at Mar. 31, 2023	1,593,940	464,899	1,000	62,556
Balance at Dec. 31, 2023	$ 190,377	$ 240,499		$ 916	(2,000,000)	57,676,191	(74,835,392)	(1,314,280)	(20,040,689)
Balance (in Shares) at Dec. 31, 2023	226,667	91,567	1,000	915,581
Issuance of common shares upon settlement of accrued series A preferred shares dividends				$ 122		130,846			130,968
Issuance of common shares upon settlement of accrued series A preferred shares dividends (in Shares)				121,743
Issuance of common shares upon cashless exercise of warrants (in Shares)				505,000
Issuance of common shares upon settlement of accrued series B preferred share dividends				$ 10		13,289			13,299
Issuance of common shares upon settlement of accrued series B preferred share dividends (in Shares)				9,829
Issuance of common shares upon conversion of series A preferred shares	$ (152,200)			$ 475		151,725
Issuance of common shares upon conversion of series A preferred shares (in Shares)	(181,212)			474,856
Issuance of common shares upon conversion of series B preferred shares		$ (210,264)		$ 254		210,010
Issuance of common shares upon conversion of series B preferred shares (in Shares)		(80,110)		254,363
Issuance of common shares upon conversion of convertible notes payable				$ 387		1,260,806			1,261,193
Issuance of common shares upon conversion of convertible notes payable (in Shares)				386,857
Issuance of common shares and prefunded warrants in public offering				$ 1,826		4,333,174			4,335,000
Issuance of common shares and prefunded warrants in public offering (in Shares)				1,825,937
Fair value of warrant liabilities upon exercise of prefunded warrants						(4,335,000)			(4,335,000)
Issuance of common shares upon exercise of prefunded warrants				$ 505		(505)
Issuance of common shares upon exercise of prefunded warrants (in Shares)				505,000
Extinguishment of warrant liabilities upon exercise of prefunded warrants						844,500			844,500
Deemed dividend from down round provision in warrants						1,000	(1,000)
Dividends - series A senior convertible preferred shares							(119,492)		(119,492)
Dividends - series B senior convertible preferred shares							(2,976)		(2,976)
Net income (loss)							(10,400,513)	41,452	(10,359,061)
Balance at Mar. 31, 2024	$ 38,177	$ 30,235		$ 4,495	$ (2,000,000)	$ 60,286,036	$ (85,359,373)	$ (1,272,828)	$ (28,272,258)
Balance (in Shares) at Mar. 31, 2024	45,455	11,457	1,000	4,494,166

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (10,359,061)	$ 1,047,481
Net loss from discontinued operations	262,577	104,615
Gain on disposition of Asien’s	(1,060,095)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Preliminary gain on bargain purchase		(2,639,861)
Loss on extinguishment of debt	421,875
Loss on change in fair value of warrant liabilities	1,902,200
Loss on change in fair value of derivative liabilities	612,462
Deferred taxes	(27,000)	(370,000)
Inventory reserve	45,000	30,000
Depreciation and amortization	424,462	527,006
Amortization of debt discounts	3,675,589	412,650
Amortization of right-of-use assets	255,005	185,516
Changes in operating assets and liabilities:
Receivables	1,334,889	(396,546)
Contract assets	17,752	28,622
Inventories	(118,769)	(65,794)
Prepaid expenses and other current assets	(653,775)	40,416
Accounts payable and accrued expenses	559,540	(108,976)
Contract liabilities	(572,927)	(395,884)
Customer deposits		(2,107)
Operating lease liabilities	(248,952)	(179,859)
Net cash used in operating activities from continuing operations	(3,529,228)	(1,782,721)
Net cash used in operating activities from discontinued operations	(13,462)	(69,045)
Net cash used in operating activities	(3,542,690)	(1,851,766)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for ICU Eyewear, net of cash acquired		(3,670,887)
Purchases of property and equipment		(63,443)
Net cash used in investing activities from continuing operations		(3,734,330)
Net cash used in investing activities from discontinued operations		(302)
Net cash used in investing activities		(3,734,632)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from notes payable	1,124,900	1,410,000
Net proceeds from issuance of common shares and warrants in connection with a private debt offering		3,549,518
Net proceeds from issuance of common shares and warrants in connection with a public offering	4,335,000
Net proceeds from revolving line of credit	(68,153)	1,963,182
Repayments of notes payable and finance lease liabilities	(2,016,855)	(61,808)
Accrued series B preferred share dividends paid		(48,681)
Net cash provided by financing activities from continuing operations	3,374,892	6,812,211
Net cash provided by financing activities from discontinued operations	(4,836)	(7,241)
Net cash provided by financing activities	3,370,056	6,804,970
NET CHANGE IN CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS	(154,336)	1,295,160
CASH AND CASH EQUIVALENTS FROM CONTINUING OPERATIONS
Cash from continuing operations at the beginning of the period	731,944	868,944
Cash from continuing operations at the end of the period	577,608	2,164,104
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest	1,171,608	646,974
Cash paid for income taxes
NON-CASH INVESTING AND FINANCING ACTIVITIES
Net assets acquired in the acquisition of ICU Eyewear		2,639,861
Net assets from the disposition of Asien’s	1,060,095
Deemed dividend from issuance of warrants to common shareholders		618,000
Deemed dividend from down round provision in warrants	1,000	1,217,000
Issuance of common shares upon cashless exercise of warrants		1
Debt discount on notes payable	437,600	2,405,419
Fair value of warrant liabilities recognized upon issuance of prefunded warrants	4,335,000
Issuance of common shares upon exercise of prefunded warrants	505
Extinguishment of warrant liabilities upon exercise of prefunded warrants	844,500
Issuance of common shares upon conversion of convertible notes payable	1,261,193
Reclassification of accrued interest to convertible notes payable	17,954
Series A Preferred Stock
NON-CASH INVESTING AND FINANCING ACTIVITIES
Accrued dividends on series preferred shares	119,492	110,045
Issuance of common shares upon settlement of accrued series A dividends	130,968	152,668
Issuance of common shares upon conversion of series A shares	152,200
Series B Preferred Stock
NON-CASH INVESTING AND FINANCING ACTIVITIES
Accrued dividends on series preferred shares	2,976	52,820
Issuance of common shares upon settlement of accrued series A dividends	13,299
Issuance of common shares upon conversion of series A shares	$ 210,264

Basis of Presentation and Other Information

3 Months Ended

Mar. 31, 2024

Basis of Presentation and Other Information [Abstract]

BASIS OF PRESENTATION AND OTHER INFORMATION

NOTE 1—BASIS OF PRESENTATION AND OTHER INFORMATION

Discontinued Operations

Reclassifications

Recently Issued Accounting Pronouncements

The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to our condensed consolidated financial statements.

Liquidity and Going Concern Assessment

3 Months Ended

Mar. 31, 2024

Liquidity and Going Concern Assessment [Abstract]

LIQUIDITY AND GOING CONCERN ASSESSMENT

NOTE 2—LIQUIDITY AND GOING CONCERN ASSESSMENT

Discontinued Operations

3 Months Ended

Mar. 31, 2024

Discontinued Operations [Abstract]

DISCONTINUED OPERATIONS

NOTE 3—DISCONTINUED OPERATIONS

	December 31, 2023
Current assets of discontinued operations
Cash and cash equivalents	$	34,470
Investments		278,521
Receivables		88,770
Inventories, net		1,398,088
Prepaid expenses and other current assets		140,102
Total current assets of discontinued operations		1,939,951

Non-current assets of discontinued operations
Property and equipment, net		88,505

Total assets of discontinued operations	$	2,028,456

Current liabilities of discontinued operations
Accounts payable and accrued expenses	$	923,945
Customer deposits		2,143,493
Current portion of notes payable		29,777
Total current liabilities of discontinued operations		3,097,215

Non-current liabilities of discontinued operations
Notes payable, net of current portion		34,965

Total liabilities of discontinued operations	$	3,132,180

	Three Months Ended March 31,
	2024			2023
Revenues	$	870,952		$	2,437,935

Operating expenses
Cost of revenues		744,706			1,813,783
Personnel		98,213			273,204
Depreciation and amortization		7,702			46,603
General and administrative		203,377			376,165
Professional fees		78,807			49,436
Total operating expenses		1,132,805			2,559,191

Loss from operations		(261,853	)		(121,256	)

Other income (expense)
Other income		-			270
Interest expense		(724	)		(25,629	)
Total other expense		(724	)		(25,3590	)

Net loss from discontinued operations before income taxes		(262,577	)		(146,615	)
Income tax benefit		-			42,000
Net loss from discontinued operations	$	(262,577	)	$	(104,615	)

Net loss (income) attributable to non-controlling interests from discontinued operations		(59,304	)		5,231
Net loss from discontinued operations attributable to 1847 Holdings	$	(321,881	)	$	(99,384	)

	Three Months Ended March 31,
	2024			2023
Cash flows from operating activities
Net loss	$	(262,577	)	$	(104,615	)
Adjustments to reconcile net loss to net cash used in operating activities:
Deferred taxes		-			(42,000	)
Depreciation and amortization		7,702			46,603
Changes in operating assets and liabilities:
Receivables		73,769			52,460
Inventories		213,399			183,208
Prepaid expenses and other current assets		108,686			20,117
Accounts payable and accrued expenses		320,362			(144,741	)
Customer deposits		(474,803	)		(80,077	)
Net cash used in operating activities from discontinued operations		(13,462	)		(69,045	)

Cash flows from investing activities
Investments in certificates of deposit		-			(302	)
Net cash used in investing activities from discontinued operations		-			(302	)

Cash flows from financing activities
Repayments of notes payable		(4,836	)		(7,241	)
Net cash used in financing activities from discontinued operations		(4,836	)		(7,241	)

Net change in cash and cash equivalents from discontinued operations	$	(18,298	)	$	(76,588	)

Disaggregation of Revenues and Segment Reporting

3 Months Ended

Mar. 31, 2024

Disaggregation of Revenues and Segment Reporting [Abstract]

DISAGGREGATION OF REVENUES AND SEGMENT REPORTING

NOTE 4—DISAGGREGATION OF REVENUES AND SEGMENT REPORTING

Following the divesture of the retail and appliances segment, the Company now has three reportable segments:

The Company’s revenues for the three months ended March 31, 2024 and 2023 are disaggregated as follows:

	For the Three Months Ended March 31, 2024
	Retail and Eyewear		Construction		Automotive Supplies		Total
Revenues
Eyewear-related	$	3,560,542	$	-	$	-	$	3,560,542
Personal protective equipment and other		335,625		-		-		335,625
Automotive horns		-		-		1,069,434		1,069,434
Automotive lighting		-		-		708,927		708,927
Custom cabinets and countertops		-		2,084,454		-		2,084,454
Finished carpentry		-		7,154,515		-		7,154,515
Total Revenues	$	3,896,167	$	9,238,969	$	1,778,361	$	14,913,497

	For the Three Months Ended March 31, 2023
	Retail and Eyewear		Construction		Automotive Supplies		Total
Revenues
Eyewear-related	$	2,520,812	$	-	$	-	$	2,520,812
Personal protective equipment and other		271,900		-		-		271,900
Automotive horns		-		-		995,417		995,417
Automotive lighting		-		-		264,749		264,749
Custom cabinets and countertops		-		2,116,182		-		2,116,182
Finished carpentry		-		6,796,543		-		6,796,543
Total Revenues	$	2,792,712	$	8,912,725	$	1,260,166	$	12,965,603

Segment information for the three months ended March 31, 2024 and 2023 are as follows:

	For the Three Months Ended March 31, 2024
	Retail and Eyewear			Construction			Automotive Supplies			Corporate Services			Total
Revenues	$	3,896,167		$	9,238,969		$	1,778,361		$	-		$	14,913,497
Operating expenses
Cost of revenues		2,998,933			5,158,266			1,168,362			-			9,325,561
Personnel		653,191			2,026,709			300,412			135,044			3,115,356
Personnel – corporate allocation		-			(310,516	)		(37,680	)		348,196			-
Depreciation and amortization		104,596			319,797			69			-			424,462
General and administrative		367,865			1,416,995			210,925			(138,185	)		1,857,600
General and administrative – management fees		75,000			125,000			75,000			-			275,000
General and administrative – corporate allocation		(29,893	)		(320,834	)		(37,529	)		388,256			-
Professional fees		232,180			65,727			88,021			2,639,221			3,025,149
Total operating expenses		4,401,872			8,481,144			1,767,580			3,372,532			18,023,128
Income (loss) from operations	$	(505,705	)	$	757,825		$	10,781		$	(3,372,532	)	$	(3,109,631	)

	For the Three Months Ended March 31, 2023
	Retail and Eyewear		Construction			Automotive Supplies			Corporate Services			Total
Revenues	$	2,792,712	$	8,912,725		$	1,260,166		$	-		$	12,965,603
Operating expenses
Cost of revenues		1,947,011		5,375,027			710,256			-			8,032,294
Personnel		527,075		1,771,936			332,320			(157,911	)		2,473,420
Personnel – corporate allocation		-		(214,200	)		(71,400	)		285,600			-
Depreciation and amortization		62,078		412,989			51,939			-			527,006
General and administrative		100,310		892,171			204,962			104,196			1,301,639
General and administrative – management fees		-		125,000			75,000			-			200,000
General and administrative – corporate allocation		-		(119,445	)		(32,815	)		152,260			-
Professional fees		77,493		76,151			57,271			176,906			387,821
Total operating expenses		2,713,967		8,319,629			1,327,533			561,051			12,922,180
Income (loss) from operations	$	78,745	$	593,096		$	(67,367	)	$	(561,051	)	$	43,423

Total assets by operating segment as of March 31, 2024 are as follows:

	As of March 31, 2024
	Retail and Eyewear		Construction		Automotive Supplies		Corporate Services		Total
Assets
Current assets	$	6,983,644	$	6,216,546	$	1,820,794	$	974,264	$	15,995,248
Long-lived assets		2,404,900		7,537,443		134,915		-		10,077,258
Goodwill		757,283		9,051,052		-		-		9,808,335
Total assets	$	10,145,827	$	22,805,041	$	1,955,709	$	974,264	$	35,880,841

Property and Equipment

3 Months Ended

Mar. 31, 2024

Property and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 5—PROPERTY AND EQUIPMENT

Property and equipment as of March 31, 2024 and December 31, 2023 consisted of the following:

	March 31, 2024			December 31, 2023
Machinery and equipment	$	1,402,596		$	1,402,596
Office furniture and equipment		143,389			143,389
Transportation equipment		943,516			943,516
Displays		610,960			610,960
Leasehold improvements		156,360			156,360
Total property and equipment		3,256,821			3,256,821
Less: accumulated depreciation		(1,680,531	)		(1,446,677	)
Total property and equipment, net	$	1,576,290		$	1,810,144

Depreciation expense for the three months ended March 31, 2024 and 2023 was $233,854 and $197,364, respectively.

Intangible Assets

3 Months Ended

Mar. 31, 2024

Intangible Assets [Abstract]

INTANGIBLE ASSETS

NOTE 6—INTANGIBLE ASSETS

Intangible assets as of March 31, 2024 and December 31, 2023 consisted of the following:

	March 31, 2024			December 31, 2023
Customer-related	$	5,484,500		$	5,484,500
Marketing-related		1,338,000			1,338,000
Total intangible assets		6,822,500			6,822,500
Less: accumulated amortization		(2,038,760	)		(1,848,152	)
Total intangible assets, net	$	4,783,740		$	4,974,348

Amortization expense for the three months ended March 31, 2024 and 2023 was $190,608 and 329,642, respectively.

Estimated amortization expense for intangible assets for the next five years consists of the following as of March 31, 2024:

Year Ending December 31,	Amount
2024 (remaining)	$	571,825
2025		693,256
2026		653,006
2027		532,256
2028		488,439
Thereafter		1,844,958
Total estimated amortization expense	$	4,783,740

Selected Account Information

3 Months Ended

Mar. 31, 2024

Selected Account Information [Abstract]

SELECTED ACCOUNT INFORMATION

NOTE 7—SELECTED ACCOUNT INFORMATION

Receivables

Receivables as of March 31, 2024 and December 31, 2023 consisted of the following:

	March 31, 2024			December 31, 2023
Trade accounts receivable	$	5,296,427		$	6,731,603
Factoring reserve holdback		106,633			-
Retainage		1,068,450			1,075,761
Total receivables		6,471,510			7,807,364
Allowance for expected credit losses		(343,200	)		(344,165	)
Total receivables, net	$	6,128,310		$	7,463,199

Inventories

Inventories as of March 31, 2024 and December 31, 2023 consisted of the following:

	March 31, 2024			December 31, 2023
Eyewear	$	5,902,520		$	5,880,478
Automotive		1,065,498			1,190,899
Construction		2,198,195			1,976,067
Total inventories		9,166,213			9,047,444
Less reserve for obsolescence		(1,491,000	)		(1,446,000	)
Total inventories, net	$	7,675,213		$	7,601,444

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets as of March 31, 2024 and December 31, 2023 consisted of the following:

	March 31, 2024		December 31, 2023
Prepaid expenses	$	924,079	$	104,156
Prepaid inventory		217,720		282,410
Prepaid taxes		201,788		304,788
Other current assets		207,884		206,342
Total prepaid expenses and other current assets	$	1,551,471	$	897,696

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses as of March 31, 2024 and December 31, 2023 consisted of the following:

	March 31, 2024		December 31, 2023
Trade accounts payable	$	7,584,232	$	7,155,339
Credit cards payable		319,912		318,314
Accrued payroll liabilities		1,270,496		1,241,448
Accrued interest		1,741,788		1,712,991
Accrued dividends		4,406		32,997
Accrued taxes		368,056		371,524
Other accrued liabilities		1,731,779		1,362,063
Total accounts payable and accrued expenses	$	13,020,669	$	12,194,676

Leases

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

LEASES

NOTE 8—LEASES

Operating Leases

The following was included in the condensed consolidated balance sheets at March 31, 2024 and December 31, 2023:

	March 31, 2024			December 31, 2023
Operating lease right-of-use assets	$	3,563,493		$	3,818,498

Operating lease liabilities, current portion		1,067,395			1,038,978
Operating lease liabilities, long-term		2,655,317			2,932,686
Total operating lease liabilities	$	3,722,712		$	3,971,664

Weighted-average remaining lease term (months)		41			43
Weighted average discount rate		9.18	%		9.04	%

Rent expense for the three months ended March 31, 2024 and 2023 was $380,081 and $301,556, respectively.

As of March 31, 2024, maturities of operating lease liabilities were as follows:

Year Ending December 31,	Amount
2024 (remaining)	$	1,003,562
2025		1,304,733
2026		1,032,656
2027		766,969
2028		273,660
Total		4,381,580
Less: imputed interest		(658,868	)
Total operating lease liabilities	$	3,722,712

Finance Leases

As of March 31, 2024, maturities of financing lease liabilities were as follows:

Year Ending December 31,	Amount
2024 (remaining)	$	160,240
2025		211,332
2026		211,332
2027		210,042
2028		28,833
Total		821,779
Less: amount representing interest		(84,786	)
Total finance lease liabilities	$	736,993

As of March 31, 2024, the weighted-average remaining lease term for all finance leases is 46 months and the weighted average discount rate is 5.15%.

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Measurements [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 9—FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

The fair value of financial instruments measured on a recurring basis as of March 31, 2024 consisted of the following:

	Fair Value Measurements as of March 31, 2024
Description	Level 1		Level 2		Level 3		Total
Derivative liabilities	$	-	$	-	$	1,146,145	$	1,146,145
Warrant liabilities		-		-		5,392,700		5,392,700
Total recurring fair value measurements		-		-	$	6,538,845	$	6,538,845

The following table provides a roll-forward of changes for financial instruments measured at fair value on a recurring basis for the three months ended March 31, 2024:

	Amount
Derivative Liabilities
Balance as of December 31, 2023	$	1,389,203
Initial fair value of derivative liabilities upon issuance		-
Loss on change in fair value of derivative liabilities		612,462
Extinguishment of derivative liabilities upon conversion of convertible notes		(855,520	)
Balance as of March 31, 2024	$	1,146,145

	Amount
Warrant Liabilities
Balance as of December 31, 2023	$	-
Fair value of warrant liability upon issuance		4,335,000
Loss on change in fair value of warrant liability		1,902,200
Extinguishment of warrant liability upon exercise of prefunded warrants		(844,500	)
Balance as of March 31, 2024	$	5,392,700

Debt

3 Months Ended

Mar. 31, 2024

Debt [Abstract]

DEBT

NOTE 10—DEBT

Notes Payable

Private Placement of 20% OID Promissory Notes and Warrants

As of March 31, 2024, the total outstanding principal balance is $2,109,375.

Private Placement of 20% OID Promissory Note

As of March 31, 2024, the total outstanding principal balance is $1,244,363, net of debt discounts of $318,137.

Shareholders’ Deficit

3 Months Ended

Mar. 31, 2024

Shareholders’ Deficit [Abstract]

Shareholders’ Deficit

NOTE 11—SHAREHOLDERS’ DEFICIT

Series A Senior Convertible Preferred Shares

During the three months ended March 31, 2024, an aggregate of 181,212 series A senior convertible preferred shares were converted into an aggregate of 474,856 common shares.

As of March 31, 2024 and December 31, 2023, the Company had 45,455 and 226,667 series A senior convertible preferred shares issued and outstanding, respectively.

Series B Senior Convertible Preferred Shares

During the three months ended March 31, 2024, an aggregate of 80,110 series B senior convertible preferred shares were converted into an aggregate of 254,363 common shares.

As of March 31, 2024 and December 31, 2023, the Company had 11,457 and 91,567 series B senior convertible preferred shares issued and outstanding, respectively.

Common Shares

On February 13, 2024, the Company issued 386,857 common shares upon the conversion of a convertible promissory note totaling $405,673.

During the three months ended March 31, 2024, the Company issued an aggregate of 474,856 common shares upon the conversion of an aggregate of 181,212 series A senior convertible preferred shares.

During the three months ended March 31, 2024, the Company issued an aggregate of 254,363 common shares upon the conversion of an aggregate of 80,110 series B senior convertible preferred shares.

Warrants

Warrants Issued in Public Equity Offering

Exercise Price Adjustments to Warrants

	Warrants			Weighted- Average Exercise Price
Outstanding at December 31, 2023		135,615		$	33.86
Granted		3,174,063			0.01
Exercised/settled		(505,000	)		(0.01	)
Outstanding at March 31, 2024		2,804,678		$	1.64
Exercisable at March 31, 2024		2,804,678		$	1.64

As of March 31, 2024, the outstanding warrants have a weighted average remaining contractual life of 0.92 years and a total intrinsic value of $5,394,822.

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 12—SUBSEQUENT EVENTS

OID Note Extension

Private Placement

Promissory Note

Pay vs Performance Disclosure - USD ($)	3 Months Ended
Pay vs Performance Disclosure - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (10,400,513)	$ 1,112,534

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy (Policies)	3 Months Ended
Accounting Policies, by Policy (Policies)	Mar. 31, 2024
Accounting Policies [Abstract]
Discontinued Operations	*Discontinued Operations* On February 26, 2024, Asien’s Appliance, Inc. (“Asien’s”), a wholly owned subsidiary of 1847 Asien Inc. (“1847 Asien”), entered into a general assignment (the “Assignment Agreement”), for the benefit of its creditors, with SG Service Co., LLC (the “Assignee”). Pursuant to the Assignment Agreement, Asien’s transferred ownership of all or substantially all of its right, title, and interest in, as well as custody and control of, its assets to the Assignee in trust. The results of operations of Asien’s are reported as discontinued operations for the three months ended March 31, 2024 and 2023. Unless otherwise noted, amounts and disclosures throughout these notes to condensed consolidated financial statements relate solely to continuing operations and exclude all discontinued operations. See Note 3 for additional information. The Company evaluates all disposal transactions to determine whether such disposal qualifies for reporting as discontinued operations in accordance with ASC 205-20, “Discontinued Operations.” A disposal of a component or a group of components is reported in discontinued operations if the disposal represents a strategic shift that has or will have a major effect on the Company’s operations and financial results when the following occurs: (1) a component (or group of components) meets the criteria to be classified as held for sale; (2) the component or group of components is disposed of by sale; or (3) the component or group of components is disposed of other than by sale (for example, by abandonment or in a distribution to owners in a spin-off). For any component classified as held for sale or disposed of by sale or other than by sale, qualifying for presentation as a discontinued operation, the Company reports the results of operations of the discontinued operations (including any gain or loss recognized on the disposal or loss recognized on classification as held for sale of a discontinued operation), less applicable income taxes (benefit), as a separate component in the consolidated statement of operations for current and all prior periods presented. The Company also reports assets and liabilities associated with discontinued operations as separate line items on the consolidated balance sheet for prior periods.
Reclassifications	*Reclassifications* Certain reclassifications within operating expenses have been made to the prior period’s financial statements to conform to the current period financial statement presentation. There is no impact in total to the results of operations and cash flows in all periods presented.
Recently Issued Accounting Pronouncements	*Recently Issued Accounting Pronouncements* In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about reportable segment’s profit or loss and assets that are currently required annually. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. These amendments are to be applied retrospectively. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which enhances the transparency and decision usefulness of income tax disclosures by requiring; (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. These amendments are to be applied prospectively, with retrospective application permitted. The Company is currently evaluating the impact this standard will have on its condensed consolidated financial statements. The Company currently believes there are no other issued and not yet effective accounting standards that are materially relevant to our condensed consolidated financial statements.

Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2024

Discontinued Operations [Abstract]

Schedule of Consolidated Balance Sheet

	December 31, 2023
Current assets of discontinued operations
Cash and cash equivalents	$	34,470
Investments		278,521
Receivables		88,770
Inventories, net		1,398,088
Prepaid expenses and other current assets		140,102
Total current assets of discontinued operations		1,939,951

Non-current assets of discontinued operations
Property and equipment, net		88,505

Total assets of discontinued operations	$	2,028,456

Current liabilities of discontinued operations
Accounts payable and accrued expenses	$	923,945
Customer deposits		2,143,493
Current portion of notes payable		29,777
Total current liabilities of discontinued operations		3,097,215

Non-current liabilities of discontinued operations
Notes payable, net of current portion		34,965

Total liabilities of discontinued operations	$	3,132,180

Schedule of Consolidated Statements of Operations

	Three Months Ended March 31,
	2024			2023
Revenues	$	870,952		$	2,437,935

Operating expenses
Cost of revenues		744,706			1,813,783
Personnel		98,213			273,204
Depreciation and amortization		7,702			46,603
General and administrative		203,377			376,165
Professional fees		78,807			49,436
Total operating expenses		1,132,805			2,559,191

Loss from operations		(261,853	)		(121,256	)

Other income (expense)
Other income		-			270
Interest expense		(724	)		(25,629	)
Total other expense		(724	)		(25,3590	)

Net loss from discontinued operations before income taxes		(262,577	)		(146,615	)
Income tax benefit		-			42,000
Net loss from discontinued operations	$	(262,577	)	$	(104,615	)

Net loss (income) attributable to non-controlling interests from discontinued operations		(59,304	)		5,231
Net loss from discontinued operations attributable to 1847 Holdings	$	(321,881	)	$	(99,384	)

Schedule of Consolidated Statements of Cash Flows

	Three Months Ended March 31,
	2024			2023
Cash flows from operating activities
Net loss	$	(262,577	)	$	(104,615	)
Adjustments to reconcile net loss to net cash used in operating activities:
Deferred taxes		-			(42,000	)
Depreciation and amortization		7,702			46,603
Changes in operating assets and liabilities:
Receivables		73,769			52,460
Inventories		213,399			183,208
Prepaid expenses and other current assets		108,686			20,117
Accounts payable and accrued expenses		320,362			(144,741	)
Customer deposits		(474,803	)		(80,077	)
Net cash used in operating activities from discontinued operations		(13,462	)		(69,045	)

Cash flows from investing activities
Investments in certificates of deposit		-			(302	)
Net cash used in investing activities from discontinued operations		-			(302	)

Cash flows from financing activities
Repayments of notes payable		(4,836	)		(7,241	)
Net cash used in financing activities from discontinued operations		(4,836	)		(7,241	)

Net change in cash and cash equivalents from discontinued operations	$	(18,298	)	$	(76,588	)

Disaggregation of Revenues and Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2024

Disaggregation of Revenues and Segment Reporting [Abstract]

Schedule of Revenues

The Company’s revenues for the three months ended March 31, 2024 and 2023 are disaggregated as follows:

	For the Three Months Ended March 31, 2024
	Retail and Eyewear		Construction		Automotive Supplies		Total
Revenues
Eyewear-related	$	3,560,542	$	-	$	-	$	3,560,542
Personal protective equipment and other		335,625		-		-		335,625
Automotive horns		-		-		1,069,434		1,069,434
Automotive lighting		-		-		708,927		708,927
Custom cabinets and countertops		-		2,084,454		-		2,084,454
Finished carpentry		-		7,154,515		-		7,154,515
Total Revenues	$	3,896,167	$	9,238,969	$	1,778,361	$	14,913,497

	For the Three Months Ended March 31, 2023
	Retail and Eyewear		Construction		Automotive Supplies		Total
Revenues
Eyewear-related	$	2,520,812	$	-	$	-	$	2,520,812
Personal protective equipment and other		271,900		-		-		271,900
Automotive horns		-		-		995,417		995,417
Automotive lighting		-		-		264,749		264,749
Custom cabinets and countertops		-		2,116,182		-		2,116,182
Finished carpentry		-		6,796,543		-		6,796,543
Total Revenues	$	2,792,712	$	8,912,725	$	1,260,166	$	12,965,603

Schedule of Total Assets by Operating Segment

Segment information for the three months ended March 31, 2024 and 2023 are as follows:

	For the Three Months Ended March 31, 2024
	Retail and Eyewear			Construction			Automotive Supplies			Corporate Services			Total
Revenues	$	3,896,167		$	9,238,969		$	1,778,361		$	-		$	14,913,497
Operating expenses
Cost of revenues		2,998,933			5,158,266			1,168,362			-			9,325,561
Personnel		653,191			2,026,709			300,412			135,044			3,115,356
Personnel – corporate allocation		-			(310,516	)		(37,680	)		348,196			-
Depreciation and amortization		104,596			319,797			69			-			424,462
General and administrative		367,865			1,416,995			210,925			(138,185	)		1,857,600
General and administrative – management fees		75,000			125,000			75,000			-			275,000
General and administrative – corporate allocation		(29,893	)		(320,834	)		(37,529	)		388,256			-
Professional fees		232,180			65,727			88,021			2,639,221			3,025,149
Total operating expenses		4,401,872			8,481,144			1,767,580			3,372,532			18,023,128
Income (loss) from operations	$	(505,705	)	$	757,825		$	10,781		$	(3,372,532	)	$	(3,109,631	)

	For the Three Months Ended March 31, 2023
	Retail and Eyewear		Construction			Automotive Supplies			Corporate Services			Total
Revenues	$	2,792,712	$	8,912,725		$	1,260,166		$	-		$	12,965,603
Operating expenses
Cost of revenues		1,947,011		5,375,027			710,256			-			8,032,294
Personnel		527,075		1,771,936			332,320			(157,911	)		2,473,420
Personnel – corporate allocation		-		(214,200	)		(71,400	)		285,600			-
Depreciation and amortization		62,078		412,989			51,939			-			527,006
General and administrative		100,310		892,171			204,962			104,196			1,301,639
General and administrative – management fees		-		125,000			75,000			-			200,000
General and administrative – corporate allocation		-		(119,445	)		(32,815	)		152,260			-
Professional fees		77,493		76,151			57,271			176,906			387,821
Total operating expenses		2,713,967		8,319,629			1,327,533			561,051			12,922,180
Income (loss) from operations	$	78,745	$	593,096		$	(67,367	)	$	(561,051	)	$	43,423

Schedule of Total Assets by Operating Segment

Total assets by operating segment as of March 31, 2024 are as follows:

	As of March 31, 2024
	Retail and Eyewear		Construction		Automotive Supplies		Corporate Services		Total
Assets
Current assets	$	6,983,644	$	6,216,546	$	1,820,794	$	974,264	$	15,995,248
Long-lived assets		2,404,900		7,537,443		134,915		-		10,077,258
Goodwill		757,283		9,051,052		-		-		9,808,335
Total assets	$	10,145,827	$	22,805,041	$	1,955,709	$	974,264	$	35,880,841

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2024

Property and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment as of March 31, 2024 and December 31, 2023 consisted of the following:

	March 31, 2024			December 31, 2023
Machinery and equipment	$	1,402,596		$	1,402,596
Office furniture and equipment		143,389			143,389
Transportation equipment		943,516			943,516
Displays		610,960			610,960
Leasehold improvements		156,360			156,360
Total property and equipment		3,256,821			3,256,821
Less: accumulated depreciation		(1,680,531	)		(1,446,677	)
Total property and equipment, net	$	1,576,290		$	1,810,144

Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2024

Intangible Assets [Abstract]

Schedule of Intangible Assets

Intangible assets as of March 31, 2024 and December 31, 2023 consisted of the following:

	March 31, 2024			December 31, 2023
Customer-related	$	5,484,500		$	5,484,500
Marketing-related		1,338,000			1,338,000
Total intangible assets		6,822,500			6,822,500
Less: accumulated amortization		(2,038,760	)		(1,848,152	)
Total intangible assets, net	$	4,783,740		$	4,974,348

Schedule of Amortization Expense for Intangible Assets

Estimated amortization expense for intangible assets for the next five years consists of the following as of March 31, 2024:

Year Ending December 31,	Amount
2024 (remaining)	$	571,825
2025		693,256
2026		653,006
2027		532,256
2028		488,439
Thereafter		1,844,958
Total estimated amortization expense	$	4,783,740

Selected Account Information (Tables)

3 Months Ended

Mar. 31, 2024

Accounts Payable and Accrued Expenses [Abstract]

Schedule of ReceivablesSchedule of Accounts Payable and Accrued Expenses

Receivables as of March 31, 2024 and December 31, 2023 consisted of the following:

	March 31, 2024			December 31, 2023
Trade accounts receivable	$	5,296,427		$	6,731,603
Factoring reserve holdback		106,633			-
Retainage		1,068,450			1,075,761
Total receivables		6,471,510			7,807,364
Allowance for expected credit losses		(343,200	)		(344,165	)
Total receivables, net	$	6,128,310		$	7,463,199

Schedule of Inventories

Inventories as of March 31, 2024 and December 31, 2023 consisted of the following:

	March 31, 2024			December 31, 2023
Eyewear	$	5,902,520		$	5,880,478
Automotive		1,065,498			1,190,899
Construction		2,198,195			1,976,067
Total inventories		9,166,213			9,047,444
Less reserve for obsolescence		(1,491,000	)		(1,446,000	)
Total inventories, net	$	7,675,213		$	7,601,444

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets as of March 31, 2024 and December 31, 2023 consisted of the following:

	March 31, 2024		December 31, 2023
Prepaid expenses	$	924,079	$	104,156
Prepaid inventory		217,720		282,410
Prepaid taxes		201,788		304,788
Other current assets		207,884		206,342
Total prepaid expenses and other current assets	$	1,551,471	$	897,696

Schedule of ReceivablesSchedule of Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses as of March 31, 2024 and December 31, 2023 consisted of the following:

	March 31, 2024		December 31, 2023
Trade accounts payable	$	7,584,232	$	7,155,339
Credit cards payable		319,912		318,314
Accrued payroll liabilities		1,270,496		1,241,448
Accrued interest		1,741,788		1,712,991
Accrued dividends		4,406		32,997
Accrued taxes		368,056		371,524
Other accrued liabilities		1,731,779		1,362,063
Total accounts payable and accrued expenses	$	13,020,669	$	12,194,676

Leases (Tables)

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Schedule of Operating Leases

The following was included in the condensed consolidated balance sheets at March 31, 2024 and December 31, 2023:

	March 31, 2024			December 31, 2023
Operating lease right-of-use assets	$	3,563,493		$	3,818,498

Operating lease liabilities, current portion		1,067,395			1,038,978
Operating lease liabilities, long-term		2,655,317			2,932,686
Total operating lease liabilities	$	3,722,712		$	3,971,664

Weighted-average remaining lease term (months)		41			43
Weighted average discount rate		9.18	%		9.04	%

Schedule of Operating Lease Liabilities

As of March 31, 2024, maturities of operating lease liabilities were as follows:

Year Ending December 31,	Amount
2024 (remaining)	$	1,003,562
2025		1,304,733
2026		1,032,656
2027		766,969
2028		273,660
Total		4,381,580
Less: imputed interest		(658,868	)
Total operating lease liabilities	$	3,722,712

Schedule of Financing Lease Liabilities

As of March 31, 2024, maturities of financing lease liabilities were as follows:

Year Ending December 31,	Amount
2024 (remaining)	$	160,240
2025		211,332
2026		211,332
2027		210,042
2028		28,833
Total		821,779
Less: amount representing interest		(84,786	)
Total finance lease liabilities	$	736,993

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Measurements [Abstract]

Schedule of Fair Value of Financial Instruments Measured on a Recurring Basis

The fair value of financial instruments measured on a recurring basis as of March 31, 2024 consisted of the following:

	Fair Value Measurements as of March 31, 2024
Description	Level 1		Level 2		Level 3		Total
Derivative liabilities	$	-	$	-	$	1,146,145	$	1,146,145
Warrant liabilities		-		-		5,392,700		5,392,700
Total recurring fair value measurements		-		-	$	6,538,845	$	6,538,845

Schedule of Roll-Forward of Changes for Financial Instruments Measured at Fair Value on a Recurring Basis

The following table provides a roll-forward of changes for financial instruments measured at fair value on a recurring basis for the three months ended March 31, 2024:

	Amount
Derivative Liabilities
Balance as of December 31, 2023	$	1,389,203
Initial fair value of derivative liabilities upon issuance		-
Loss on change in fair value of derivative liabilities		612,462
Extinguishment of derivative liabilities upon conversion of convertible notes		(855,520	)
Balance as of March 31, 2024	$	1,146,145

	Amount
Warrant Liabilities
Balance as of December 31, 2023	$	-
Fair value of warrant liability upon issuance		4,335,000
Loss on change in fair value of warrant liability		1,902,200
Extinguishment of warrant liability upon exercise of prefunded warrants		(844,500	)
Balance as of March 31, 2024	$	5,392,700

Shareholders’ Deficit (Tables)

3 Months Ended

Mar. 31, 2024

Shareholders’ Deficit [Abstract]

Schedule of Warrants Outstanding

Below is a table summarizing the changes in warrants outstanding during the three months ended March 31, 2024:

	Warrants			Weighted- Average Exercise Price
Outstanding at December 31, 2023		135,615		$	33.86
Granted		3,174,063			0.01
Exercised/settled		(505,000	)		(0.01	)
Outstanding at March 31, 2024		2,804,678		$	1.64
Exercisable at March 31, 2024		2,804,678		$	1.64

Liquidity and Going Concern Assessment (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Liquidity and Going Concern Assessment [Abstract]
Cash and cash equivalents	$ 577,608
Working capital deficit	17,142,230
Operating loss	(3,109,631)	$ 43,423
Operating activities from continuing operations	$ (3,529,228)	$ (1,782,721)

Discontinued Operations (Details) - USD ($)	3 Months Ended
Discontinued Operations (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Discontinued Operations [Abstract]
Gain on disposition of Asien’s	$ 1,060,095

Discontinued Operations (Details) - Schedule of Consolidated Balance Sheet - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets of discontinued operations
Cash and cash equivalents		$ 34,470
Investments		278,521
Receivables		88,770
Inventories, net		1,398,088
Prepaid expenses and other current assets		140,102
Total current assets of discontinued operations		1,939,951
Non-current assets of discontinued operations
Property and equipment, net		88,505
Total assets of discontinued operations		2,028,456
Current liabilities of discontinued operations
Accounts payable and accrued expenses		923,945
Customer deposits		2,143,493
Current portion of notes payable		29,777
Total current liabilities of discontinued operations		3,097,215
Non-current liabilities of discontinued operations
Notes payable, net of current portion		34,965
Total liabilities of discontinued operations		$ 3,132,180

Discontinued Operations (Details) - Schedule of Consolidated Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of Consolidated Statements of Operations [Abstract]
Revenues	$ 870,952	$ 2,437,935
Operating expenses
Cost of revenues	744,706	1,813,783
Personnel	98,213	273,204
Depreciation and amortization	7,702	46,603
General and administrative	203,377	376,165
Professional fees	78,807	49,436
Total operating expenses	1,132,805	2,559,191
Loss from operations	(261,853)	(121,256)
Other income (expense)
Other income		270
Interest expense	(724)	(25,629)
Total other expense	(724)	(253,590)
Net loss from discontinued operations before income taxes	(262,577)	(146,615)
Income tax benefit		42,000
NET INCOME (LOSS) FROM DISCONTINUED OPERATIONS	(262,577)	(104,615)
Net loss (income) attributable to non-controlling interests from discontinued operations	(59,304)	5,231
Net loss from discontinued operations attributable to 1847 Holdings	$ (321,881)	$ (99,384)

Discontinued Operations (Details) - Schedule of Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities
Net loss	$ (262,577)	$ (104,615)
Adjustments to reconcile net loss to net cash used in operating activities:
Deferred taxes		(42,000)
Depreciation and amortization	7,702	46,603
Changes in operating assets and liabilities:
Receivables	73,769	52,460
Inventories	213,399	183,208
Prepaid expenses and other current assets	108,686	20,117
Accounts payable and accrued expenses	320,362	(144,741)
Customer deposits	(474,803)	(80,077)
Net cash used in operating activities from discontinued operations	(13,462)	(69,045)
Cash flows from investing activities
Investments in certificates of deposit		(302)
Net cash used in investing activities from discontinued operations		(302)
Cash flows from financing activities
Repayments of notes payable	(4,836)	(7,241)
Net cash used in financing activities from discontinued operations	(4,836)	(7,241)
Net change in cash and cash equivalents from discontinued operations	$ (18,298)	$ (76,588)

Disaggregation of Revenues and Segment Reporting (Details)	3 Months Ended
	Mar. 31, 2024
Corporate Segment [Member]
Disaggregation of Revenues and Segment Reporting [Line Items]
Reportable segments	3

Disaggregation of Revenues and Segment Reporting (Details) - Schedule of Revenues - Corporate Segment [Member] - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenues
Total Revenues	$ 14,913,497	$ 12,965,603
Retail and Eyewear [Member]
Revenues
Total Revenues	3,896,167	2,792,712
Construction [Member]
Revenues
Total Revenues	9,238,969	8,912,725
Automotive Supplies [Member]
Revenues
Total Revenues	1,778,361	1,260,166
Eyewear-related [Member]
Revenues
Total Revenues	3,560,542	2,520,812
Eyewear-related [Member] \| Retail and Eyewear [Member]
Revenues
Total Revenues	3,560,542	2,520,812
Eyewear-related [Member] \| Construction [Member]
Revenues
Total Revenues
Eyewear-related [Member] \| Automotive Supplies [Member]
Revenues
Total Revenues
Personal protective equipment and other [Member]
Revenues
Total Revenues	335,625	271,900
Personal protective equipment and other [Member] \| Retail and Eyewear [Member]
Revenues
Total Revenues	335,625	271,900
Personal protective equipment and other [Member] \| Construction [Member]
Revenues
Total Revenues
Personal protective equipment and other [Member] \| Automotive Supplies [Member]
Revenues
Total Revenues
Automotive horns [Member]
Revenues
Total Revenues	1,069,434	995,417
Automotive horns [Member] \| Retail and Eyewear [Member]
Revenues
Total Revenues
Automotive horns [Member] \| Construction [Member]
Revenues
Total Revenues
Automotive horns [Member] \| Automotive Supplies [Member]
Revenues
Total Revenues	1,069,434	995,417
Automotive lighting [Member]
Revenues
Total Revenues	708,927	264,749
Automotive lighting [Member] \| Retail and Eyewear [Member]
Revenues
Total Revenues
Automotive lighting [Member] \| Construction [Member]
Revenues
Total Revenues
Automotive lighting [Member] \| Automotive Supplies [Member]
Revenues
Total Revenues	708,927	264,749
Custom cabinets and countertops [Member]
Revenues
Total Revenues	2,084,454	2,116,182
Custom cabinets and countertops [Member] \| Retail and Eyewear [Member]
Revenues
Total Revenues
Custom cabinets and countertops [Member] \| Construction [Member]
Revenues
Total Revenues	2,084,454	2,116,182
Custom cabinets and countertops [Member] \| Automotive Supplies [Member]
Revenues
Total Revenues
Finished carpentry [Member]
Revenues
Total Revenues	7,154,515	6,796,543
Finished carpentry [Member] \| Retail and Eyewear [Member]
Revenues
Total Revenues
Finished carpentry [Member] \| Construction [Member]
Revenues
Total Revenues	7,154,515	6,796,543
Finished carpentry [Member] \| Automotive Supplies [Member]
Revenues
Total Revenues

Disaggregation of Revenues and Segment Reporting (Details) - Schedule of Segment Information - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Segment Reporting Information [Line Items]
Revenues	$ 14,913,497	$ 12,965,603
Operating expenses
Cost of revenues	9,325,561	8,032,294
Personnel	3,115,356	2,473,420
Depreciation and amortization	424,462	527,006
General and administrative	1,857,600	1,301,639
Professional fees	3,025,149	387,821
Total operating expenses	18,023,128	12,922,180
Income (loss) from operations	(3,109,631)	43,423
Personnel – corporate allocation [Member]
Operating expenses
Personnel
General and administrative – management fees [Member]
Operating expenses
General and administrative	275,000	200,000
General and administrative – corporate allocation [Member]
Operating expenses
General and administrative
Professional fees [Member]
Operating expenses
Professional fees	3,025,149
Corporate Segment [Member]
Segment Reporting Information [Line Items]
Revenues	14,913,497	12,965,603
Corporate Segment [Member] \| Retail and Eyewear [Member]
Segment Reporting Information [Line Items]
Revenues	3,896,167	2,792,712
Operating expenses
Cost of revenues	2,998,933	1,947,011
Personnel	653,191	527,075
Depreciation and amortization	104,596	62,078
General and administrative	367,865	100,310
Professional fees		77,493
Total operating expenses	4,401,872	2,713,967
Income (loss) from operations	(505,705)	78,745
Corporate Segment [Member] \| Constructions [Member]
Segment Reporting Information [Line Items]
Revenues	9,238,969	8,912,725
Operating expenses
Cost of revenues	5,158,266	5,375,027
Personnel	2,026,709	1,771,936
Depreciation and amortization	319,797	412,989
General and administrative	1,416,995	892,171
Professional fees		76,151
Total operating expenses	8,481,144	8,319,629
Income (loss) from operations	757,825	593,096
Corporate Segment [Member] \| Automotive Supplies [Member]
Segment Reporting Information [Line Items]
Revenues	1,778,361	1,260,166
Operating expenses
Cost of revenues	1,168,362	710,256
Personnel	300,412	332,320
Depreciation and amortization	69	51,939
General and administrative	210,925	204,962
Professional fees		57,271
Total operating expenses	1,767,580	1,327,533
Income (loss) from operations	10,781	(67,367)
Corporate Segment [Member] \| Corporate Services [Member]
Segment Reporting Information [Line Items]
Revenues
Operating expenses
Cost of revenues
Personnel	135,044	(157,911)
Depreciation and amortization
General and administrative	(138,185)	104,196
Professional fees		176,906
Total operating expenses	3,372,532	561,051
Income (loss) from operations	(3,372,532)	(561,051)
Corporate Segment [Member] \| Personnel – corporate allocation [Member] \| Retail and Eyewear [Member]
Operating expenses
Personnel
Corporate Segment [Member] \| Personnel – corporate allocation [Member] \| Constructions [Member]
Operating expenses
Personnel	(310,516)	(214,200)
Corporate Segment [Member] \| Personnel – corporate allocation [Member] \| Automotive Supplies [Member]
Operating expenses
Personnel	(37,680)	(71,400)
Corporate Segment [Member] \| Personnel – corporate allocation [Member] \| Corporate Services [Member]
Operating expenses
Personnel	348,196	285,600
Corporate Segment [Member] \| General and administrative – management fees [Member] \| Retail and Eyewear [Member]
Operating expenses
General and administrative	75,000
Corporate Segment [Member] \| General and administrative – management fees [Member] \| Constructions [Member]
Operating expenses
General and administrative	125,000	125,000
Corporate Segment [Member] \| General and administrative – management fees [Member] \| Automotive Supplies [Member]
Operating expenses
General and administrative	75,000	75,000
Corporate Segment [Member] \| General and administrative – management fees [Member] \| Corporate Services [Member]
Operating expenses
General and administrative
Corporate Segment [Member] \| General and administrative – corporate allocation [Member] \| Retail and Eyewear [Member]
Operating expenses
General and administrative	(29,893)
Corporate Segment [Member] \| General and administrative – corporate allocation [Member] \| Constructions [Member]
Operating expenses
General and administrative	(320,834)	(119,445)
Corporate Segment [Member] \| General and administrative – corporate allocation [Member] \| Automotive Supplies [Member]
Operating expenses
General and administrative	(37,529)	(32,815)
Corporate Segment [Member] \| General and administrative – corporate allocation [Member] \| Corporate Services [Member]
Operating expenses
General and administrative	388,256	$ 152,260
Corporate Segment [Member] \| Professional fees [Member] \| Retail and Eyewear [Member]
Operating expenses
Professional fees	232,180
Corporate Segment [Member] \| Professional fees [Member] \| Constructions [Member]
Operating expenses
Professional fees	65,727
Corporate Segment [Member] \| Professional fees [Member] \| Automotive Supplies [Member]
Operating expenses
Professional fees	88,021
Corporate Segment [Member] \| Professional fees [Member] \| Corporate Services [Member]
Operating expenses
Professional fees	$ 2,639,221

Disaggregation of Revenues and Segment Reporting (Details) - Schedule of Total Assets by Operating Segment - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Assets
Current assets	$ 15,995,248
Long-lived assets	10,077,258
Goodwill	9,808,335	$ 9,808,335
Total assets	35,880,841
Retail and Eyewear [Member] \| Operating Segments [Member]
Assets
Current assets	6,983,644
Long-lived assets	2,404,900
Goodwill	757,283
Total assets	10,145,827
Constructions [Member] \| Operating Segments [Member]
Assets
Current assets	6,216,546
Long-lived assets	7,537,443
Goodwill	9,051,052
Total assets	22,805,041
Automotive Supplies [Member] \| Operating Segments [Member]
Assets
Current assets	1,820,794
Long-lived assets	134,915
Goodwill
Total assets	1,955,709
Corporate Services [Member] \| Operating Segments [Member]
Assets
Current assets	974,264
Long-lived assets
Goodwill
Total assets	$ 974,264

Property and Equipment (Details) - USD ($)	3 Months Ended
Property and Equipment (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Property and Equipment [Abstract]
Depreciation expense	$ 233,854	$ 197,364

Property and Equipment (Details) - Schedule of Property and Equipment - Property, Plant and Equipment [Member] - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Property and Equipment [Line Items]
Total property and equipment	$ 3,256,821	$ 3,256,821
Less: accumulated depreciation	(1,680,531)	(1,446,677)
Total property and equipment, net	1,576,290	1,810,144
Machinery and equipment [Member]
Schedule of Property and Equipment [Line Items]
Total property and equipment	1,402,596	1,402,596
Office furniture and equipment [Member]
Schedule of Property and Equipment [Line Items]
Total property and equipment	143,389	143,389
Transportation equipment [Member]
Schedule of Property and Equipment [Line Items]
Total property and equipment	943,516	943,516
Displays [Member]
Schedule of Property and Equipment [Line Items]
Total property and equipment	610,960	610,960
Leasehold improvements [Member]
Schedule of Property and Equipment [Line Items]
Total property and equipment	$ 156,360	$ 156,360

Intangible Assets (Details) - USD ($)	3 Months Ended
Intangible Assets (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Intangible Assets [Abstract]
Amortization of Intangible Assets	$ 190,608	$ 329,642

Intangible Assets (Details) - Schedule of Intangible Assets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Intangible Assets [Line Items]
Total intangible assets	$ 6,822,500	$ 6,822,500
Less: accumulated amortization	(2,038,760)	(1,848,152)
Total intangible assets, net	4,783,740	4,974,348
Customer-related [Member]
Schedule of Intangible Assets [Line Items]
Total intangible assets	5,484,500	5,484,500
Marketing-related [Member]
Schedule of Intangible Assets [Line Items]
Total intangible assets	$ 1,338,000	$ 1,338,000

Intangible Assets (Details) - Schedule of Amortization Expense for Intangible Assets	Mar. 31, 2024 USD ($)
Schedule Of Amortization Expense For Intangible Assets [Abstract]
2024 (remaining)	$ 571,825
2025	693,256
2026	653,006
2027	532,256
2028	488,439
Thereafter	1,844,958
Total estimated amortization expense	$ 4,783,740

Selected Account Information (Details) - USD ($)	3 Months Ended
Selected Account Information (Details) - USD ($)	Mar. 31, 2024	Feb. 08, 2024	Feb. 07, 2024
Selected Account Information (Details) [Line Items]
Prepaid expense	$ 915,000
Proceeds from the public offering	$ 2,498,000
TraDigital Marketing Group [Member]
Selected Account Information (Details) [Line Items]
Prepaid expense			$ 1,400,000
Alchemy Advisory LLC [Member]
Selected Account Information (Details) [Line Items]
Prepaid expense		$ 400,000
Reef Digital LLC [Member]
Selected Account Information (Details) [Line Items]
Prepaid expense		333,000
SeaPath Advisory, LLC [Member]
Selected Account Information (Details) [Line Items]
Prepaid expense		$ 365,000

Selected Account Information (Details) - Schedule of Receivables - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Receivables [Line Items]
Total receivables	$ 6,471,510	$ 7,807,364
Allowance for expected credit losses	(343,200)	(344,165)
Total receivables, net	6,128,310	7,463,199
Trade accounts receivable [Member]
Schedule of Receivables [Line Items]
Total receivables	5,296,427	6,731,603
Factoring reserve holdback [Member]
Schedule of Receivables [Line Items]
Total receivables	106,633
Retainage [Member]
Schedule of Receivables [Line Items]
Total receivables	$ 1,068,450	$ 1,075,761

Selected Account Information (Details) - Schedule of Inventories - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Inventory [Line Items]
Total inventories	$ 9,166,213	$ 9,047,444
Less reserve for obsolescence	(1,491,000)	(1,446,000)
Total inventories, net	7,675,213	7,601,444
Eyewear [Member]
Inventory [Line Items]
Total inventories	5,902,520	5,880,478
Automotive [Member]
Inventory [Line Items]
Total inventories	1,065,498	1,190,899
Construction [Member]
Inventory [Line Items]
Total inventories	$ 2,198,195	$ 1,976,067

Selected Account Information (Details) - Schedule of Prepaid Expenses and Other Current Assets - Prepaid Expenses and Other Current Assets [Member] - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Prepaid Expenses and Other Current Assets [Line Items]
Prepaid expenses	$ 924,079	$ 104,156
Prepaid inventory	217,720	282,410
Prepaid taxes	201,788	304,788
Other current assets	207,884	206,342
Total prepaid expenses and other current assets	$ 1,551,471	$ 897,696

Selected Account Information (Details) - Schedule of Accounts Payable and Accrued Expenses - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Accounts Payable and Accrued Expenses [Abstract]
Trade accounts payable	$ 7,584,232	$ 7,155,339
Credit cards payable	319,912	318,314
Accrued payroll liabilities	1,270,496	1,241,448
Accrued interest	1,741,788	1,712,991
Accrued dividends	4,406	32,997
Accrued taxes	368,056	371,524
Other accrued liabilities	1,731,779	1,362,063
Total accounts payable and accrued expenses	$ 13,020,669	$ 12,194,676

Leases (Details) - USD ($)	3 Months Ended
Leases (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Leases [Abstract]
Rent expense	$ 380,081	$ 301,556
Weighted-average remaining lease term	46 months
Weighted average discount rate	5.15%

Leases (Details) - Schedule of Operating Leases - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Operating Leases [Abstract]
Operating lease right-of-use assets	$ 3,563,493	$ 3,818,498
Operating lease liabilities, current portion	1,067,395	1,038,978
Operating lease liabilities, long-term	2,655,317	2,932,686
Total operating lease liabilities	$ 3,722,712	$ 3,971,664
Weighted-average remaining lease term (months)	41 months	43 months
Weighted average discount rate	9.18%	9.04%

Leases (Details) - Schedule of Operating Lease Liabilities - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Operating Lease Liabilities [Abstract]
2024 (remaining)	$ 1,003,562
2025	1,304,733
2026	1,032,656
2027	766,969
2028	273,660
Total	4,381,580
Less: imputed interest	(658,868)
Total operating lease liabilities	$ 3,722,712	$ 3,971,664

Leases (Details) - Schedule of Financing Lease Liabilities	Mar. 31, 2024 USD ($)
Schedule of Financing Lease Liabilities [Abstract]
2024 (remaining)	$ 160,240
2025	211,332
2026	211,332
2027	210,042
2028	28,833
Total	821,779
Less: amount representing interest	(84,786)
Total finance lease liabilities	$ 736,993

Fair Value Measurements (Details) - Schedule of Fair Value of Financial Instruments Measured on a Recurring Basis - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Fair Value of Financial Instruments Measured on a Recurring Basis [Line Items]
Derivative liabilities	$ 1,146,145	$ 1,389,203
Warrant liabilities	5,392,700
Total recurring fair value measurements	6,538,845
Level 1 [Member]
Schedule of Fair Value of Financial Instruments Measured on a Recurring Basis [Line Items]
Derivative liabilities
Warrant liabilities
Total recurring fair value measurements
Level 2 [Member]
Schedule of Fair Value of Financial Instruments Measured on a Recurring Basis [Line Items]
Derivative liabilities
Warrant liabilities
Total recurring fair value measurements
Level 3 [Member]
Schedule of Fair Value of Financial Instruments Measured on a Recurring Basis [Line Items]
Derivative liabilities	1,146,145
Warrant liabilities	5,392,700
Total recurring fair value measurements	$ 6,538,845

Fair Value Measurements (Details) - Schedule of Roll-Forward of Changes for Financial Instruments Measured at Fair Value on a Recurring Basis	3 Months Ended
	Mar. 31, 2024 USD ($)
Derivative Liabilities [Member]
Derivative Liabilities
Balance as of December 31, 2023	$ 1,389,203
Initial fair value of derivative liabilities upon issuance
Loss on change in fair value of derivative liabilities	612,462
Extinguishment of derivative liabilities upon conversion of convertible notes	(855,520)
Balance as of March 31, 2024	1,146,145
Warrant Liability [Member]
Warrant Liabilities
Balance as of December 31, 2023
Fair value of warrant liability upon issuance	4,335,000
Loss on change in fair value of warrant liability	1,902,200
Extinguishment of warrant liability upon exercise of prefunded warrants	(844,500)
Balance as of March 31, 2024	$ 5,392,700

Debt (Details) - USD ($)					3 Months Ended
Debt (Details) - USD ($)	Mar. 27, 2024	Mar. 04, 2024	Feb. 11, 2024	Aug. 11, 2023	Mar. 31, 2024	Mar. 31, 2023
Debt [Line Items]
Shares issued percentage		20.00%
Aggregate principal amount				$ 3,125,000	$ 1,437,500
Outstanding principal increase rate			20.00%
Gain (Loss) on Extinguishment of Debt			$ 421,875		$ (421,875)
Promissory note percentage					20.00%
Revenues total		$ 1,250,000
Increase principal amount	$ 1,562,500
Additional cash proceeds	$ 125,000
Promissory Notes and Warrants [Member]
Debt [Line Items]
Total outstanding principal balance					$ 2,109,375
Promissory Notes [Member]
Debt [Line Items]
Shares issued percentage				20.00%
Private Placement [Member]
Debt [Line Items]
Net cash proceeds		$ 999,900
Outstanding principal balance					1,244,363
Net of debt discounts					$ 318,137

Shareholders’ Deficit (Details) - USD ($)				3 Months Ended
Shareholders’ Deficit (Details) - USD ($)	Feb. 14, 2024	Feb. 13, 2024	Feb. 09, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Shareholders’ Deficit [Line Items]
Net proceeds (in Dollars)				$ 4,335,000
Common shares issued		386,857
Convertible promissory note (in Dollars)		$ 405,673
Issued common shares				131,572
Weighted average price common shares percentage				80.00%
Aggregate of shares				1,058,040
Volatility percentage				100.00%
Warrants price per share (in Dollars per share)	$ 1			$ 2.69
Weighted average remaining contractual life				11 months 1 day
Intrinsic value (in Dollars)				$ 5,394,822
Black-Scholes Pricing Model [Member]
Shareholders’ Deficit [Line Items]
Dividend amount (in Dollars)				$ 1,000
Black-Scholes Option [Member]
Shareholders’ Deficit [Line Items]
Dividend yield				0.00%
Expected volatility				149.05%
Weighted average risk-free interest rate				4.86%
Expected life				1 year
Per share (in Dollars per share)				$ 1.95
Exercise price (in Dollars per share)				$ 0.01
Warrants [Member]
Shareholders’ Deficit [Line Items]
Purchase of common shares	3,174,063
Offering price per share (in Dollars per share)	$ 0.01
Series A Senior Convertible Preferred Shares [Member]
Shareholders’ Deficit [Line Items]
Dividend amount (in Dollars)				$ 119,492
Convertible preferred shares (in Dollars)				$ 130,968
Issuance of common shares				121,743
Aggregate of shares				181,212
Preferred shares issued				45,455		226,667
Preferred shares outstanding				45,455		226,667
Series B Senior Convertible Preferred Shares [Member]
Shareholders’ Deficit [Line Items]
Dividend amount (in Dollars)				$ 2,976
Convertible preferred shares (in Dollars)				$ 13,299
Issuance of common shares				9,829
Aggregate of shares				80,110
Preferred shares issued				11,457		91,567
Preferred shares outstanding				11,457		91,567
Common shares				80,110
Common Stock [Member]
Shareholders’ Deficit [Line Items]
Aggregate of common shares			1,825,937	1,825,937
Purchase of common shares			3,174,063
Offering price per share (in Dollars per share)			$ 1
Pre-funded warrant per share (in Dollars per share)			$ 0.99
Gross proceeds (in Dollars)	$ 5,000,000
Percentage of transaction fees	8.00%
Net proceeds (in Dollars)	$ 4,335,000
Exercise of purefunded warrants				505,000	614
Common shares issued				386,857
Common Stock [Member] \| Series A Senior Convertible Preferred Shares [Member]
Shareholders’ Deficit [Line Items]
Aggregate of shares				474,856
Common Stock [Member] \| Series B Senior Convertible Preferred Shares [Member]
Shareholders’ Deficit [Line Items]
Aggregate of shares				254,363
Preferred Stock [Member]
Shareholders’ Deficit [Line Items]
Dividend amount (in Dollars)				$ 144,267
Preferred Stock [Member] \| Series A Senior Convertible Preferred Shares [Member]
Shareholders’ Deficit [Line Items]
Aggregate of shares				181,212
Aggregate of shares				474,856
Preferred Stock [Member] \| Series B Senior Convertible Preferred Shares [Member]
Shareholders’ Deficit [Line Items]
Aggregate of shares				254,363

Shareholders’ Deficit (Details) - Schedule of Warrants Outstanding	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Warrants [Member]
Schedule of Warrants Outstanding [Line Items]
Warrants, Outstanding Beginning \| shares	135,615
Warrants, Granted \| shares	3,174,063
Warrants, Exercised \| shares	(505,000)
Warrants, Outstanding Ending \| shares	2,804,678
Warrants, Exercisable \| shares	2,804,678
Weighted- Average Exercise Price [Member]
Schedule of Warrants Outstanding [Line Items]
Weighted- Average Exercise Price, Outstanding Beginning \| $ / shares	$ 33.86
Weighted- Average Exercise Price, Granted \| $ / shares	0.01
Weighted- Average Exercise Price, Exercised \| $ / shares	(0.01)
Weighted- Average Exercise Price, Outstanding Ending \| $ / shares	1.64
Weighted- Average Exercise Price, Exercisable \| $ / shares	$ 1.64

Subsequent Events (Details) - USD ($)				3 Months Ended
Subsequent Events (Details) - USD ($)	May 09, 2024	Apr. 11, 2024	Mar. 27, 2024	Mar. 31, 2024	Feb. 14, 2024
Subsequent Events [Line Items]
Principal amount (in Dollars)			$ 1,562,500
Conversion price percentage				90.00%
Exercise price per share (in Dollars per share)				$ 2.69	$ 1
Excess of common shares (in Shares)				1,058,040
Common shares outstanding percentage				19.99%
Excess percentage				9.99%
Aggregate subscription				1.00%
Aggregate cap percentage				10.00%
Interest payable per annum				18.00%
Private placement pursuant and received, description				Spartan Capital Securities, LLC acted as placement agent in connection with the private placement and received a warrant for the purchase of a number of common shares equal to eight percent (8%) of the number common shares initially issuable upon conversion of the note and exercise of the warrant at an exercise price of $2.959 per share (subject to adjustment), which is exercisable at any time on or after the date that is the six months after the date of issuance and until the fifth anniversary thereof
Subsequent Event [Member]
Subsequent Events [Line Items]
Promissory notes percentage		20.00%
Maturity date		Jul. 10, 2024
Amendment fee percentage		20.00%
Original issue discount	20.00%
Principal amount (in Dollars)	$ 625,000
Principal amount (in Dollars)	$ 500,000
Outstanding principal amount percentage	100.00%
Subsequent Event [Member] \| Warrant [Member]
Subsequent Events [Line Items]
Purchase price (in Dollars)	$ 92,937
Minimum [Member] \| Subsequent Event [Member]
Subsequent Events [Line Items]
Interest at a rate	12.00%
Maximum [Member] \| Subsequent Event [Member]
Subsequent Events [Line Items]
Interest at a rate	16.00%
Common Stock [Member]
Subsequent Events [Line Items]
Excess percentage				4.99%
Private Placement [Member]
Subsequent Events [Line Items]
Conversion price per share (in Dollars per share)				$ 0.01
Private Placement [Member] \| Subsequent Event [Member]
Subsequent Events [Line Items]
Purchase price (in Dollars)	$ 500,000

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