SecProbe.io

March 6, 2014

Via E -mail
Ellery W. Roberts
Chief Executive Officer
1847 Holdings LLC
590 Madison Avenue, 18th Floor
New York, NY  10022

Re: 1847 Holdings LLC
Registration Statement on  Form S -1
Filed February 7, 2014
  File No. 333 -193821

Dear Mr. Roberts :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please  tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. Section (a)(2) of Rule 419 defines a blank check company as a company that is issuing
penny stock that is “a development stage company that has no specific business plan or
purpose or has indicated that its business plan is to engage in a merger or acquisi tion with
an unidentified company or companies, or other entity.”  In discussing this definition in
the adopting release, the Commission stated that it would “scrutinize … offerings for
attempts to create the appearance that the registrant … has a specific  business plan, in an
effort to avoid the application of Rule 419.”  See Securities Act Release No. 33 -6932
(April 28, 1992).

Your disclosure indicates that you are a development stage company with the principal
business objective of acquiring controlli ng interests in small to medium size businesses in
a variety of different industries.  In addition, your company lacks a specific plan of
operations for the next twelve months.  In view of the foregoing, it appears that your

Ellery W. Roberts
1847 Holdings LLC
March 6, 2014
Page 2

 proposed business may be commen surate in scope with the uncertainty ordinarily
associated with a blank check company.

Accordingly, please revise your disclosure throughout your registration statement to
comply with Rule 419 of Regulation C or supplementally provide a detailed explana tion
as to why Rule 419 does not apply to this offering.  If you believe that you do not fall
within the definition of a blank check company, appropriate disclosure to demonstrate
your status as a non -blank check company should be included in the prospectu s as well as
a specific business plan.  Please refer to Item 101(a)(2) of Regulation S -K.  We offer the
following comments to help you revise your disclosure.

2. Please supplementally provide us with copies of all written communications, as defined
in Rule 4 05 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.  Similarly, please
supplementall y provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participati ng or will participate in your offering.

3. Please provide us with copies of any graphics, maps, photographs, and related captions or
other artwork including logos that you intend to use in the prospectus.  Such graphics and
pictorial representations should not be included in any preliminary prospectus distributed
to prospective investors prior to our review.

Prospectus Cover Page, page 2

4. Please reference the applicability of penny stock rules to transactions in your securities.
We note your risk factor di sclosure concerning penny stock regulations on page 39.

Summary, page 4,

Overview of Our Business, page 4

5. We note your disclosure on page 5 that Mr. Roberts has been operating as a “fundless
sponsor” for the past four years.  Please clarify here, if true, that you intend to operate
under this same strategy and that you do not intend to directly use proceeds fr om this
offering to make acquisitions.   Additionally, we note your disclosure that Mr. Roberts
has acquired three businesses using this method.  Please advise whether the two
businesses that you acquired a 50% interest in were subject to this method.  If so, please
clarify whether these businesses have been fully funded at this point.  If not, please
disclose when you expect these businesses to be fully funded, the amount of time left to
pay any remaining amounts owed, and, whether the original owners may take possession
of the businesses if this obligation is not fulfilled.  Further, please discuss Mr. Roberts’

Ellery W. Roberts
1847 Holdings LLC
March 6, 2014
Page 3

 relationship with the third entity and disclose any conflicts that might arise from his
association with the third entity.

Our Manager, page 5

6. We note your disclosure on page 6 that with respect to your management consulting
business, you will pay your manager a flat quarterly fee of $43,750.  Please tell us
whether you expect sufficient revenues from your management consulting business to
cover th is fee.  To the extent that you will use proceeds from this offering to pay this fee,
please revise your disclosure accordingly.

7. We note your disclosure on page 6, and elsewhere, that your manager has consummated
29 acquisitions since 2000.  However, we n ote your disclosure on page 47 that your
manager is a newly created entity.  In addition, we note your disclosure on page 6, and
elsewhere, that your management team has more than 60 years of combined experience in
acquiring and managing businesses.  Howev er, we note that Mr. Roberts is your sole
employee, and the only key employee of your manager.  Please reconcile these
disclosures.   Further, please remove the reference to the combined experience of your
management team.

8. We note your disclosure on page 7, and elsewhere, concerning your operating agreement.
Please file the operating agreement as an exhibit to this registration statement or tell us
why you believe you are not required to file it.  Refer to Item 601(b)(10) of Regulation S -
K.

9. We note you r risk factors on pages 27 through 31, discussing the numerous risks
associated with the management fees and profit allocation to be paid to your manager.
Please revise your prospectus summary to identify the most significant risks associated
with the man agement fees and profit allocation.

10. We note your discussion of your board of directors on page 12.  Please balance your
disclosure here to state, if true, that shareholders will not have the ability to elect any
directors, per your risk factor disclosure on page 19.

Company Structure and History, page 12

11.  We note that you will distribute a Schedule K -1 to investors.  Please add a risk factor to
discuss the risk that the Schedule K -1 is complex and may result in a costly tax bill and
that the Schedule K -1 may lead to a taxable event for an  investor, even if they have not
sold their securities.

Ellery W. Roberts
1847 Holdings LLC
March 6, 2014
Page 4

 Organizational Chart, page 13

12. Please revise your chart to disclose that Mr. Roberts is the sole managing member of
1847 Partners Class A Member LLC and 1847 Partners Class B Member LLC, and that
Mr. Roberts owns 98% and 100% of the entities, respectively.  We note your disclosure
to this effect on page 47.  In addition, please disclose that Mr. Roberts is the sole
managing member of your manager, 1847 Partners LLC, and please state the percentage
of ownership that Mr. Roberts has of the entity.  Further, please disclose the beneficial
owners and their percentage of ownership of the remaining entities on the chart: PPI
Management Group LLC, Christals Management LLC, PPI Acquisition Holdings LLC,
and Peekay Acquisition LLC.

The Offering, page 15

13. Please revise your discussion of your div idend and distribution policy to clarify that there
is no guarantee that you will make distributions following this offering.

Risk Factors, page 19

14. Your risk factor section includes a substantial number of risks that appear generic to any
issuer or of fering. Please revise these risk factors to demonstrate risks specific to you.
Refer to Item 503(c) of Regulation S -K.

15. We note that your auditors have issued a going concern opinion to your financial
statements.   Please include a risk factor , which discu sses the substantial doubt about your
ability to continue as a going  concern .  This risk factor  should discuss the risks  to you
from the possibility that your revenues will not be sufficient to meet your operating costs
and highlight that your current liab ilities exceed your current assets.

16. We note your disclosure on page 55 that the termination of the management services
agreement will not affect your manager’s rights to receive profit allocations.  Please
include a risk factor to discuss the potential risks presented by this situation.  Ple ase also
address the risk that you may incur significant fees if you terminate your management
services agreement.

Because our Chief Executive Officer controls …, page 19

17. Please expand this risk factor to clarify that your Chief Executive Officer may est ablish
his own compensation, revise the fees to be paid to affiliates, and issue shares to himself
and his affiliates.

Ellery W. Roberts
1847 Holdings LLC
March 6, 2014
Page 5

 The management fee and profit allocation to be paid . . ., page 30

18. We note your disclosure that any profit allocation may reduce the  amount of cash
available for distribution to your shareholders.  If true, please revise this risk factor to
state that the profit allocation may also significantly reduce the cash available for
operations.

The offering price in this offering may not re present the value . . ., page 37

19. We note your disclosure that the offering price may not represent the value of your
common shares.  We also note your disclosure on page 32 that the offering price should
not be considered an indication of the actual value of the securities.  Please revise  your
risk factor to affirmatively state that the offering price does not represent the value of
your common shares.

Our Manager, page 47

Our Manager as a Service Provider, page 48

20. Please provide a  one page initial summary table that includes all of th e fees payable to the
manager or its affiliates. Additionally, we note your description of the fees to be paid and
the examples provided.  Please revise your disclosure to provide clearer descriptions of
the fees to be paid, the circumstances under which s uch fees will be paid and when such
fees will not be paid.  Please ensure that all fee disclosure is presented in one section.

21. In future filings that require Item 404 of Regulation S -K disclosure, please disclose the
amount of fees paid to the advisor by  type of fee and break out the amounts paid pursuant
to the reimbursement provision.   Additionally, we note your disclosure on page 36 that
you intend to pay the salary of your Chief Executive Officer.  Please provide the
disclosure required by Item 402 of Regulation S -K.

Termination Fee, page 51

22. We note your disclosure that a terminati on fee will be paid if your manager is terminated
based on the vote of your board and your shareholders.  However, on page 99, this
appears to be required for at least two of the circumstances under which your manager
may be terminated.  Please revise, as appropriate, to clarify when this fee will be paid.

Offsetting Management Services Agreements, page 51

23. We note your disclosure that your manager may provide other services for your
businesses that would offset the management fee.  Please explain the oth er services your
manager might provide that would result in it receiving an “offsetting fee,” and please
explain how you will be compensated in these situations.

Ellery W. Roberts
1847 Holdings LLC
March 6, 2014
Page 6

Transaction Services Agreement, page 52

24. Please revise your disclosure to provide examples of  the types of transaction services
your manager will provide pursuant to transaction services agreements.  In addition,
please indicate any similarities and differences between such services and the services
that your manager will provide to you pursuant t o the management services agreement.
Further, please file this agreement in accordance with Item 601(b)(10) of Regulation S -K
or tell us why you do not believe you are required to file it.

Manager’s Profit Allocation, page 52

25. We note your disclosure on page 7 that the profit allocation has an equity -based
component and a distribution -based component.  Please revise this section to clarify these
two components, or advise.

Supplemental Put Provision, page 59

26. We note that if y our manager is terminated, it may receive payment for the allocation
shares it holds.  Please disclose if it will receive payment, even if the manager is
terminated for cause.

Plan of Operation, page 71

27. We note your disclosure that you intend to pay sala ries for assistants and analysts.  Please
revise your disclosure to provide more information regarding how you intend to use
analysts in your business.  Additionally, please reconcile this with your disclosure on
page 77 that you will not have any employee s other than Mr. Roberts.

Liquidity and Capital Resources of our Management Consulting Business, page 74

28. We note your disclosure that you entered into a restricted stock purchase agreement with
two consultants to the Company on September 15, 2013.   Please identify the consultants
and provide more detail concerning the services they provide to you.  We note that on
page 101, you identify Bevilacqua PLLC as one of the consultants.  Further, please
explain how the services provided by your consultants  differ from the services you
receive from your manager.

Ellery W. Roberts
1847 Holdings LLC
March 6, 2014
Page 7

 Market Opportunity, page 77

29. We note your disclosure regarding acquisition multiples for small to middle market
businesses on page 77.  Please provide us with support for all quantitative and qualitative
business and industry data used in the registration statement.  The requested inf ormation
should be filed as EDGAR correspondence or, alternatively, should be sent in paper form
accompanied by a cover letter indicating that the material is being provided pursuant to
Securities Act Rule 418 and that such material should be returned to t he registrant upon
completion of the staff review process.

Management , page 87

30. For each named executive officer, director, or significant employee, please ensure that
you provide the month and year each individual’s employment started and ended with
each entity referenced.  If an officer or director assumed a different position during their
tenure with a particular entity, please provide this date as well. This disclosure should be
provided regarding their experience for at least the past 5 years.  Plea se revise your
disclosure to provide all information required by Item 401 of Regulation S -K.  In
addition, with reference to your disclosure on page 5 that Mr. Roberts has operated as a
“fundless sponsor” for the past four years, please identify here which  entity Mr. Roberts
was employed by while working in this capacity.

Financial Statements, page F -4

31. We note that you are a development stage company.   Please identify and label the
financial statements as those of a development stage entity.

Note 2 – Summary of Significant Accounting Policies, page F -8

32. We note that you recorded revenues in the period ended December 31, 2013.   Please tell
us how this revenue was earned and your basis for recognizing it.   Also, expand your
disclosure to include a more d etailed revenue recognition policy specific to your
business.