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may elect to perform an optional qualitative assessment to determine whether it is more likely than not that the fair value of its reporting
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units has fallen below their carrying value. This assessment is based on several factors, including industry and market conditions, overall
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financial performance, including an assessment of cash flows in comparison to actual and projected results of prior periods. If it is
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determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value based on such qualitative
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analysis, or if the Company elects to skip this step, the Company performs a Step 1 quantitative analysis to determine the fair value
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of the reporting unit. At December 31, 2022 and 2021, there were no impairments of goodwill. Intangible
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Assets Acquired
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identifiable intangible assets are amortized over the following periods: Acquired intangible Asset Amortization
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Basis Expected
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Life (years) Customer-Related Straight-line basis 9 - 15 Marketing-Related Straight-line basis 5 Technology-Related Straight-line basis 7 The
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Company periodically evaluates the reasonableness of the useful lives of these assets. These assets are reviewed for impairment when
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events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written
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down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives.
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At December 31, 2022 and 2021, there were no impairments of intangible assets. Long-Lived
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Assets The
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Company reviews its property and equipment and right-of-use (“ROU”) assets for impairment whenever events or changes in circumstances
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indicate that the carrying amount of an asset group may not be recoverable. The test for impairment is required to be performed by management
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upon triggering events. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to
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the future undiscounted cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment
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to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived
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assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. At December 31, 2022 and 2021,
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there were no impairments of long-lived assets. F- 13 1847
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HOLDINGS LLC NOTES
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TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER
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31, 2022 AND 2021 Fair
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Value of Financial Instruments The
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fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in
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an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities
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are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the
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quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on
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the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined in the following three
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categori Level
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1: Unadjusted quoted prices that are available in active markets for identical assets or liabilities at the measurement date. Level
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2: Significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly
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or indirectly. Level
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3: Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management
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judgment. The Company’s marketable securities are
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considered held to maturity are comprised of certificates of deposit and are categorized as Level 2 in the fair value hierarchy. Cash and cash equivalents, receivables, inventories,
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prepaid expenses, accounts payable, accrued expenses, customer deposits, and contract assets and liabilities approximate fair value, due
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to their short-term nature. The carrying value of notes payable and short and long-term debt also approximates fair value since these
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instruments bear market rates of interest. Assets
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and liabilities that are measured at fair value on a nonrecurring basis relate primarily to long-lived assets, intangible assets, and
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goodwill, which are remeasured when the derived fair value is below carrying value in the consolidated balance sheets. Income
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Taxes Income
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taxes are accounted for under the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities
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are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing
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assets and liabilities and their respective tax bases. Deferred
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income tax assets and liabilities are recorded with respect to temporary differences in the accounting treatment of items for financial
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reporting purposes and for income tax purposes. Where, based on the weight of available evidence, it is more likely than not that some
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amount of recorded deferred tax assets will not be realized, a valuation allowance is established for the amount that, in management’s
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judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized. A tax position must
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meet a minimum probability threshold before a financial statement benefit is recognized. The minimum threshold is defined as a tax position
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that is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related
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appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest
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amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Stock-Based
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Compensation The
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Company records stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation . All transactions in
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which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value
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of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments
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issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the
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equity instruments issued and are recognized over the employees required service period, which is generally the vesting period. F- 14 1847
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HOLDINGS LLC NOTES
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TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER
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31, 2022 AND 2021 Basic
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Income (Loss) Per Share Basic
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earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding
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during each period. Diluted earnings (loss) per share is calculated by adjusting the weighted average number of shares of common stock
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outstanding for the dilutive effect, if any, of common stock equivalents. Common stock equivalents whose effect would be antidilutive
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are not included in diluted earnings (loss) per share. The Company uses the treasury stock method to determine the dilutive effect, which
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assumes that all common stock equivalents have been exercised at the beginning of the period and that the funds obtained from those exercises
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were used to repurchase shares of common stock of the Company at the average closing market price during the period (see Note 18). Operating
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Leases The
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Company accounts for leases in accordance with ASC Topic 842, Leases . The Company determines whether a contract is a lease at
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contract inception or for a modified contract at the modification date. At inception or modification, the Company recognizes ROU assets
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and related lease liabilities on the balance sheet for all leases greater than one year in duration. Lease liabilities and their corresponding
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ROU assets are initially measured at the present value of the unpaid lease payments as of the lease commencement date. If the lease contains
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a renewal and/or termination option, the exercise of the option is included in the term of the lease if the Company is reasonably certain
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that a renewal or termination option will be exercised. As the Company’s leases do not provide an implicit rate, the Company uses
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an estimated incremental borrowing rate (“IBR”) based on the information available at the commencement date of the respective
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lease to determine the present value of future payments. The IBR is determined by estimating what it would cost the Company to borrow
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a collateralized amount equal to the total lease payments over the lease term based on the contractual terms of the lease and the location
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of the leased asset. Operating
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lease payments are recognized as an expense on a straight-line basis over the lease term in equal amounts of rent expense attributed
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to each period during the term of the lease, regardless of when actual payments are made. This generally results in rent expense in excess
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of cash payments during the early years of a lease and rent expense less than cash payments in later years. The difference between rent
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expense recognized and actual rental payments is typically represented as the spread between the ROU asset and lease liability. When
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calculating the present value of minimum lease payments, the Company accounts for leases as one single lease component if a lease has
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both lease and non-lease fixed cost components. Variable lease and non-lease cost components are expensed as incurred. The
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Company does not recognize ROU assets and lease liabilities for short-term leases that have an initial lease term of 12 months or less. The Company recognizes the lease payments associated with short-term leases as an expense on a straight-line basis over the lease term. F- 15 1847
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HOLDINGS LLC NOTES
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TO THE CONSOLIDATED FINANCIAL STATEMENTS DECEMBER
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31, 2022 AND 2021 Liquidity and Going Concern Assessment As of December 31, 2022, the Company had cash
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and cash equivalents of $ 1,079,355 . For the year ended December 31, 2022, the Company incurred a loss from operations of $ 5,739,508 (before
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deducting losses attributable to non-controlling interests), cash flows used in operations of $ 4,131,477 , and working capital deficit
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of $ 2,935,590 . The Company has generated operating losses since its inception and has relied on cash on hand, sales of securities, external
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bank lines of credit, and issuance of third-party and related party debt to support cashflow from operations, which creates substantial
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doubt about its ability to continue as a going concern for a period at least one year from the date of issuance of these consolidated
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financial statements. Management
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plans to address the above as needed by, securing additional bank lines of credit and obtaining additional financing through debt or
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equity transactions. Management has implemented tight cost controls to conserve cash. The ability of
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