Attached files
| file | filename |
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| EX-31.1 - CERTIFICATION - 1847 Holdings LLC | efsh_ex311.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10−Q/A
(Amendment No. 1)
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: March 31, 2017
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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: 333-193821
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1847 HOLDINGS LLC |
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(Exact name of registrant as specified in its charter) |
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Delaware |
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38-3922937 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
590 Madison Avenue, 21st Floor, New York, NY 10022
(Address of principal executive offices, Zip Code)
(212) 521-4052
(Registrant’s telephone number, including area code)
____________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
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 x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “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.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
x |
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(Do not check if a 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 complying 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 x
As of May 22, 2017, there were 77,887,500 common shares of the registrant issued and outstanding.
EXPLANATORY NOTE
1847 Holdings LLC (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (“Amendment”) to amend its Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 (the “Form 10-Q”), which was originally filed with the Securities and Exchange Commission on May 22, 2017. We are filing this Amendment to update Part II, Item 6 and provide certain XBRL data files as exhibits to the Form 10-Q.
Except as set forth in Part II, Item 6 below and in any exhibits attached hereto, no other changes are made to the Form 10-Q. The Form 10-Q, as amended by this Amendment, continues to be as of May 22, 2017. Unless expressly stated, this Amendment does not reflect events occurring after May 22, 2017, nor does it modify or update in any way the disclosures contained in the Form 10-Q.
EXHIBIT INDEX
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Exhibit No. |
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Description |
| 3.1 |
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Certificate of Formation of 1847 Holdings LLC (Incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on February 7, 2017) |
| 3.2 |
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Operating Agreement of 1847 Holdings LLC, dated April 15, 2013 (Incorporated herein by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1/A, filed with the Securities and Exchange Commission on March 14, 2014) |
| 3.3 |
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Amended and Restated Operating Agreement of 1847 Holdings LLC, dated April 15, 2013 (Incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on February 7, 2014) |
| 3.4 |
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Amendment to Amended and Restated Operating Agreement of 1847 Holdings LLC, dated July 2, 2014 (Incorporated herein by reference to the Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 2, 2014) |
| 4.1 |
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Specimen certificate evidencing a common share of 1847 Holdings LLC (Incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on February 7, 2014) |
| 4.2 |
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8% Vesting Promissory Note issued by 1847 Neese Inc. and Neese, Inc. to Alan Neese and Katherine Neese on March 3, 2017 (Incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K, filed with the Securities and Exchange Commission on March 9, 2017) |
| 4.3 |
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10% Short Term Promissory Note issued by 1847 Neese Inc. and Neese, Inc. to Alan Neese and Katherine Neese on March 3, 2017 (Incorporated herein by reference to Exhibit 10.3 to the Company’s Form 8-K, filed with the Securities and Exchange Commission on March 9, 2017) |
| 10.1 |
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Stock Purchase Agreement, dated March 3, 2017, among 1847 Neese Inc., Neese, Inc., Alan Neese and Katherine Neese (Incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K, filed with the Securities and Exchange Commission on March 9, 2017) |
| 10.4 |
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Agreement of Lease, dated March 3, 2017, between K&A Holdings, LLC and Neese, Inc. (Incorporated herein by reference to Exhibit 10.4 to the Company’s Form 8-K, filed with the Securities and Exchange Commission on March 9, 2017) |
| 10.5 |
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Master Lease Agreement, dated March 3, 2017, between Utica Leasco, LLC, 1847 Neese Inc. and Neese, Inc. (Incorporated herein by reference to Exhibit 10.5 to the Company’s Form 8-K, filed with the Securities and Exchange Commission on March 9, 2017) |
| 10.6 |
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Management Services Agreement, dated March 3, 2017, between 1847 Neese Inc. and 1847 Partners LLC (Incorporated herein by reference to Exhibit 10.6 to the Company’s Form 8-K, filed with the Securities and Exchange Commission on March 9, 2017) |
| 31.1 |
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| 32.1(1) |
Certifications of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
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101.INS* |
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XBRL Instance Document |
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101.SCH* |
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XBRL Taxonomy Extension Schema Document |
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101.CAL* |
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XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF* |
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XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB* |
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XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE* |
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XBRL Taxonomy Extension Presentation Linkbase Document |
______________
(1) Previously filed.
*XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a report for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
2
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.
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1847 HOLDINGS LLC |
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Date: May 24, 2017 |
By: |
/s/ Ellery W. Roberts |
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Name: |
Ellery W. Roberts |
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Title: |
Chief Executive Officer and Chief Financial Officer |
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(Principal Executive Officer and Principal Financial and Accounting Officer) |
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