arcee-ai/sec-data-full · Datasets at Hugging Face

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and remained open during the pandemic. As it followed both federal and Nevada state guidelines regarding occupancy restrictions, it did
not experience significant business disruptions, although it did experience some loss of productivity due to employee absences. High Mountain
continues to comply with Nevada state and CDC guidelines regarding workplace safety. Innovative Cabinets was also qualified as an essential
business and thus remained open during the pandemic, while complying with federal and Nevada state guidelines regarding occupancy restrictions.
However, since a substantive amount of its materials come from Asia, where its manufacturing network is located, Innovative Cabinets did
experience longer supply chain lead-times and higher logistics costs. It has been exploring alternative sourcing opportunities. Given
the prevailing market conditions for building supplies and materials, it may continue to experience supply chain issues and higher supply
costs, which could adversely impact its profitability and financial condition. Wolo qualified as an essential business and remained
open during the pandemic. At no time during the pandemic did it experience an internal contamination forcing it to stop its business.
The pandemic has had a dramatic impact on Wolo’s supply chain as it has on others in the automotive aftermarket. Approximately 90%
of Wolo’s vendor base is located in China. The pandemic issues impacting ports in the U.S. due to lack of personnel has had a ripple
effect on Chinese suppliers. Containers are slow to be emptied in the U.S., causing a backlog of ships waiting to get into ports and limiting
containers and ships returning to China. The lack of containers and available space on ships has escalated shipping costs by over 300%
from 2020. Costs for raw materials have also started to increase due to availability. Wolo cannot absorb these increases and began passing
on a price increase to customers starting June 1, 2021, although the effective date may be later for some customers. We believe that this
is an industry-wide issue and that it should not put Wolo in an unfavorable pricing position. The spread of COVID-19 has also adversely
impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The pandemic
has resulted, and may continue to result, in a significant disruption of global financial markets, which may reduce our ability to access
capital in the future, which could negatively affect our liquidity. The extent to which the pandemic may impact
our results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this report, including
the effectiveness of vaccines and other treatments for COVID-19, and other new information that may emerge concerning the severity of
the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic
and the current financial, economic and capital markets environment, and future developments in the global supply chain and other areas
present material uncertainty and risk with respect to our performance, financial condition, results of operations and cash flows. 39 We have a limited operating history, and
we may not be able to manage our businesses on a profitable basis. We were formed on January 22, 2013 and operated a management consulting
business from that date through October 3, 2017. In March 2017, we acquired Neese, a provider of products and services for the agriculture,
construction, lawn and garden industries, which we subsequent sold back to the original owners in April 2021. In April 2019, we acquired
the assets of Goedeker Television, a one-stop e-commerce destination for home furnishings, which we subsequently spun-off pursuant our
distribution of all of our shares of 1847 Goedeker that we held to our shareholders in October 2020. In May 2020, we acquired Asien’s,
which provides a wide variety of appliance services, including sales, delivery/installation, in-home service and repair, extended warranties,
and financing in the North Bay area of Sonoma County, California. In September 2020, we acquired Kyle’s, a leading custom cabinetry
maker servicing contractors and homeowners since 1976 in Boise, Idaho and the surrounding area. In March 2021, we acquired Wolo, which
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. In October 2021, we acquired High Mountain and
Innovative Cabinets, which specialize in all aspects of finished carpentry products and services. We plan to acquire additional operating
businesses in the future. Our manager will manage the day-to-day operations
and affairs of our company and oversee the management and operations of our businesses, subject to the oversight of our board of directors.
If we do not develop effective systems and procedures, including accounting and financial reporting systems, to manage our operations
as a consolidated public company, we may not be able to manage the combined enterprise on a profitable basis, which could adversely affect
our ability to pay distributions to our shareholders. Our auditors determined our ability to continue
as a going concern is a critical audit matter due to the estimation and uncertainty regarding our future cash flows, available capital
and the risk of bias in management’s judgments and assumptions in their determination. Although our audited financial statements for
the year ended December 31, 2021 were prepared under the assumption that we would continue our operations as a going concern, the report
of our independent registered public accounting firm that accompanies our financial statements for the year ended December 31, 2021 contains
a critical audit matter description relating to our ability to continue as a going concern due to the estimation and uncertainty regarding
our future cash flows, available capital and the risk of bias in management’s judgments and assumptions in their determination.
We have generated losses since inception and have relied on cash on hand, sales of securities, external bank lines of credit, and issuance
of third-party and related party debt to support cashflow from operations. For the year ended December 31, 2021, we incurred operating
losses from continuing operations of $3,721,157 (before deducting losses attributable to non-controlling interests and excluding the income
of discontinued operations), cash flows used in operating activities from continuing operations of $897,566 (excluding the cashflow from
discontinued operations) and negative working capital of $1,295,692 (excluding the negative working capital from discontinued operations). However, management believes, based on our operating
plan, that current working capital and current and expected additional financing is sufficient to fund operations and satisfy our obligations
as they come due for at least one year from the financial statement issuance date. We also believe that the proceeds from this offering
will be sufficient to fund our operations for significantly more than the next year. However, we
do 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. Given these factors, we believe that the amount of outside additional capital necessary to execute our business plan
on the low end (assuming target company sellers accept a significant portion of the purchase price in the form of seller notes or our
equity or equity in one of our subsidiaries) ranges between $100,000 to $250,000. If, and to the extent, that sellers are unwilling to
accept a significant portion of the purchase price in seller notes and equity, then the cash required to execute our business plan could
be as much as $5,000,000. Although we do not believe that we will require
additional cash to continue our operations over the next twelve months, there are no assurances that we will be able to raise our revenues
to a level which supports profitable operations and provides sufficient funds to pay obligations in the future. Our prior losses have
had, and will continue to have, an adverse effect on our financial condition. In addition, continued operations and our ability to acquire
additional businesses may be dependent on our ability to obtain additional financing in the future, and there are no assurances that such
financing will be available to us at all or will be available in sufficient amounts or on reasonable terms. Our financial statements do
not include any adjustments that may result from the outcome of this uncertainty. If we are unable to generate additional funds in the
future through our operations, financings or from other sources or transactions, we will exhaust our resources and will be unable to continue
operations. If we cannot continue as a going concern, our shareholders would likely lose most or all of their investment in us. 40 We may not be able to effectively integrate
the businesses that we acquire. Our ability to realize the anticipated benefits
of acquisitions will depend on our ability to integrate those businesses with our own. The combination of multiple independent businesses
is a complex, costly and time-consuming process and there can be no assurance that we will be able to successfully integrate businesses
into our business, or if such integration is successfully accomplished, that such integration will not be costlier or take longer than
presently contemplated. Integration of future acquisitions may include various risks and uncertainties, including the factors discussed
in the paragraph below. If we cannot successfully integrate and manage the businesses within a reasonable time, we may not be able to
realize the potential and anticipated benefits of such acquisitions, which could have a material adverse effect on our share price, business,
cash flows, results of operations and financial position. We will consider other acquisitions that we believe
will complement, strengthen and enhance our growth. We evaluate opportunities on a preliminary basis from time to time, but these transactions
may not advance beyond the preliminary stages or be completed. Such acquisitions are subject to various risks and uncertainties, includin ● the
inability to integrate effectively the operations, products, technologies and personnel of
the acquired companies (some of which are in diverse geographic regions) and achieve expected
synergies; ● the
potential disruption of existing business and diversion of management’s attention from
day-to-day operations; ● the
inability to maintain uniform standards, controls, procedures and policies; ● the
need or obligation to divest portions of the acquired companies; ● the
potential failure to identify material problems and liabilities during due diligence review
of acquisition targets; ● the
potential failure to obtain sufficient indemnification rights to fully offset possible liabilities
associated with acquired businesses; and ● the
challenges associated with operating in new geographic regions. Our future success is dependent on the employees
of our manager, our manager’s operating partners and the management team of our business, the loss of any of whom could materially
adversely affect our financial condition, business and results of operations. Our future success depends, to a significant extent,
on the continued services of the employees of our manager. The loss of their services may materially adversely affect our ability to manage
the operations of our businesses. The employees of our manager may leave our manager and go to companies that compete with us in the future.
In addition, we depend on the assistance provided by our manager’s operating partners in evaluating, performing diligence on and
managing our businesses. The loss of any employees of our manager or any of our manager’s operating partners may materially adversely
affect our ability to implement or maintain our management strategy or our acquisition strategy. The future success of our existing and future

and remained open during the pandemic. As it followed both federal and Nevada state guidelines regarding occupancy restrictions, it did

not experience significant business disruptions, although it did experience some loss of productivity due to employee absences. High Mountain

continues to comply with Nevada state and CDC guidelines regarding workplace safety. Innovative Cabinets was also qualified as an essential

business and thus remained open during the pandemic, while complying with federal and Nevada state guidelines regarding occupancy restrictions.

However, since a substantive amount of its materials come from Asia, where its manufacturing network is located, Innovative Cabinets did

experience longer supply chain lead-times and higher logistics costs. It has been exploring alternative sourcing opportunities. Given

the prevailing market conditions for building supplies and materials, it may continue to experience supply chain issues and higher supply

costs, which could adversely impact its profitability and financial condition. Wolo qualified as an essential business and remained

open during the pandemic. At no time during the pandemic did it experience an internal contamination forcing it to stop its business.

The pandemic has had a dramatic impact on Wolo’s supply chain as it has on others in the automotive aftermarket. Approximately 90%

of Wolo’s vendor base is located in China. The pandemic issues impacting ports in the U.S. due to lack of personnel has had a ripple

effect on Chinese suppliers. Containers are slow to be emptied in the U.S., causing a backlog of ships waiting to get into ports and limiting

containers and ships returning to China. The lack of containers and available space on ships has escalated shipping costs by over 300%

from 2020. Costs for raw materials have also started to increase due to availability. Wolo cannot absorb these increases and began passing

on a price increase to customers starting June 1, 2021, although the effective date may be later for some customers. We believe that this

is an industry-wide issue and that it should not put Wolo in an unfavorable pricing position. The spread of COVID-19 has also adversely

impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets. The pandemic

has resulted, and may continue to result, in a significant disruption of global financial markets, which may reduce our ability to access

capital in the future, which could negatively affect our liquidity. The extent to which the pandemic may impact

our results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this report, including

the effectiveness of vaccines and other treatments for COVID-19, and other new information that may emerge concerning the severity of

the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic

and the current financial, economic and capital markets environment, and future developments in the global supply chain and other areas

present material uncertainty and risk with respect to our performance, financial condition, results of operations and cash flows. 39 We have a limited operating history, and

we may not be able to manage our businesses on a profitable basis. We were formed on January 22, 2013 and operated a management consulting

business from that date through October 3, 2017. In March 2017, we acquired Neese, a provider of products and services for the agriculture,

construction, lawn and garden industries, which we subsequent sold back to the original owners in April 2021. In April 2019, we acquired

the assets of Goedeker Television, a one-stop e-commerce destination for home furnishings, which we subsequently spun-off pursuant our

distribution of all of our shares of 1847 Goedeker that we held to our shareholders in October 2020. In May 2020, we acquired Asien’s,

which provides a wide variety of appliance services, including sales, delivery/installation, in-home service and repair, extended warranties,

and financing in the North Bay area of Sonoma County, California. In September 2020, we acquired Kyle’s, a leading custom cabinetry

maker servicing contractors and homeowners since 1976 in Boise, Idaho and the surrounding area. In March 2021, we acquired Wolo, which

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. In October 2021, we acquired High Mountain and

Innovative Cabinets, which specialize in all aspects of finished carpentry products and services. We plan to acquire additional operating

businesses in the future. Our manager will manage the day-to-day operations

and affairs of our company and oversee the management and operations of our businesses, subject to the oversight of our board of directors.

If we do not develop effective systems and procedures, including accounting and financial reporting systems, to manage our operations

as a consolidated public company, we may not be able to manage the combined enterprise on a profitable basis, which could adversely affect

our ability to pay distributions to our shareholders. Our auditors determined our ability to continue

as a going concern is a critical audit matter due to the estimation and uncertainty regarding our future cash flows, available capital

and the risk of bias in management’s judgments and assumptions in their determination. Although our audited financial statements for

the year ended December 31, 2021 were prepared under the assumption that we would continue our operations as a going concern, the report

of our independent registered public accounting firm that accompanies our financial statements for the year ended December 31, 2021 contains

a critical audit matter description relating to our ability to continue as a going concern due to the estimation and uncertainty regarding

our future cash flows, available capital and the risk of bias in management’s judgments and assumptions in their determination.

We have generated losses since inception and have relied on cash on hand, sales of securities, external bank lines of credit, and issuance

of third-party and related party debt to support cashflow from operations. For the year ended December 31, 2021, we incurred operating

losses from continuing operations of $3,721,157 (before deducting losses attributable to non-controlling interests and excluding the income

of discontinued operations), cash flows used in operating activities from continuing operations of $897,566 (excluding the cashflow from

discontinued operations) and negative working capital of $1,295,692 (excluding the negative working capital from discontinued operations). However, management believes, based on our operating

plan, that current working capital and current and expected additional financing is sufficient to fund operations and satisfy our obligations

as they come due for at least one year from the financial statement issuance date. We also believe that the proceeds from this offering

will be sufficient to fund our operations for significantly more than the next year. However, we

do 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. Given these factors, we believe that the amount of outside additional capital necessary to execute our business plan

on the low end (assuming target company sellers accept a significant portion of the purchase price in the form of seller notes or our

equity or equity in one of our subsidiaries) ranges between $100,000 to $250,000. If, and to the extent, that sellers are unwilling to

accept a significant portion of the purchase price in seller notes and equity, then the cash required to execute our business plan could

be as much as $5,000,000. Although we do not believe that we will require

additional cash to continue our operations over the next twelve months, there are no assurances that we will be able to raise our revenues

to a level which supports profitable operations and provides sufficient funds to pay obligations in the future. Our prior losses have

had, and will continue to have, an adverse effect on our financial condition. In addition, continued operations and our ability to acquire

additional businesses may be dependent on our ability to obtain additional financing in the future, and there are no assurances that such

financing will be available to us at all or will be available in sufficient amounts or on reasonable terms. Our financial statements do

not include any adjustments that may result from the outcome of this uncertainty. If we are unable to generate additional funds in the

future through our operations, financings or from other sources or transactions, we will exhaust our resources and will be unable to continue

operations. If we cannot continue as a going concern, our shareholders would likely lose most or all of their investment in us. 40 We may not be able to effectively integrate

the businesses that we acquire. Our ability to realize the anticipated benefits

of acquisitions will depend on our ability to integrate those businesses with our own. The combination of multiple independent businesses

is a complex, costly and time-consuming process and there can be no assurance that we will be able to successfully integrate businesses

into our business, or if such integration is successfully accomplished, that such integration will not be costlier or take longer than

presently contemplated. Integration of future acquisitions may include various risks and uncertainties, including the factors discussed

in the paragraph below. If we cannot successfully integrate and manage the businesses within a reasonable time, we may not be able to

realize the potential and anticipated benefits of such acquisitions, which could have a material adverse effect on our share price, business,

cash flows, results of operations and financial position. We will consider other acquisitions that we believe

will complement, strengthen and enhance our growth. We evaluate opportunities on a preliminary basis from time to time, but these transactions

may not advance beyond the preliminary stages or be completed. Such acquisitions are subject to various risks and uncertainties, includin ● the

inability to integrate effectively the operations, products, technologies and personnel of

the acquired companies (some of which are in diverse geographic regions) and achieve expected

synergies; ● the

potential disruption of existing business and diversion of management’s attention from

day-to-day operations; ● the

inability to maintain uniform standards, controls, procedures and policies; ● the

need or obligation to divest portions of the acquired companies; ● the

potential failure to identify material problems and liabilities during due diligence review

of acquisition targets; ● the

potential failure to obtain sufficient indemnification rights to fully offset possible liabilities

associated with acquired businesses; and ● the

challenges associated with operating in new geographic regions. Our future success is dependent on the employees

of our manager, our manager’s operating partners and the management team of our business, the loss of any of whom could materially

adversely affect our financial condition, business and results of operations. Our future success depends, to a significant extent,

on the continued services of the employees of our manager. The loss of their services may materially adversely affect our ability to manage

the operations of our businesses. The employees of our manager may leave our manager and go to companies that compete with us in the future.

In addition, we depend on the assistance provided by our manager’s operating partners in evaluating, performing diligence on and

managing our businesses. The loss of any employees of our manager or any of our manager’s operating partners may materially adversely

affect our ability to implement or maintain our management strategy or our acquisition strategy. The future success of our existing and future