Letter to Shareholders and Regulators: Demand for Accountability and Forensic Audit of 1847 Holdings LLC (EFSH) and Spin-off Company Polished.com Inc. (POLCQ)

Disclaimer:

The views and opinions expressed in this letter reflect my personal observations and experiences as a former shareholder of 1847 Holdings LLC (EFSH). They are based on direct interactions with the company, an extensive review of publicly available information, and a detailed analysis of its financial practices and operations. This letter is intended solely to provide transparency regarding my perspective and observations and does not constitute legal, financial, or professional advice, nor does it seek to solicit proxies, votes, or any specific shareholder action.

All financial figures and the magnitude of the losses referenced herein are approximations. These are based on a comparison of funds allegedly missing from the company with IPO proceeds, secondary offerings, loans secured against assets, promissory notes, and sums diverted through questionable consulting agreements. These figures are presented to highlight broader concerns regarding the company’s financial management and practices.

It is important to note that the company has suffered catastrophic stock losses amounting to 99.99% of overall shareholder value since inception, including 90-99% losses over the past 15 months. These losses occurred repeatedly, following four reverse stock splits. Each reverse split initially raised the stock price, only for shareholders to experience further substantial losses thereafter. This recurring cycle of reverse splits and subsequent value erosion underscores the need for an independent forensic audit to identify the root causes and ensure accountability.

In September 2023, I formally requested an independent forensic audit. However, company counsel rejected the request, characterizing it as an “attempt to harass the company.” Since that time, the company has effected an additional three reverse splits, following one that occurred just a week prior to my request. As a result, total losses since my request now amount to 99.999%, further affirming the critical need for an independent investigation.

This letter also represents the interests of Polished.com Inc. (formerly 1847 Goedeker, POLCQ) shareholders, who were left financially devastated following Polished’s bankruptcy. As a spinoff of 1847 Holdings, Polished exhibits the same patterns of alleged financial mismanagement, which require immediate scrutiny and accountability.

This letter is provided with the utmost effort to ensure the accuracy and integrity of the information presented. However, given the deliberate lack of transparency in the company’s disclosures, I acknowledge the potential for inadvertent errors or differing interpretations of certain details. Readers are strongly encouraged to conduct their own due diligence and independently verify any information contained herein.

Any forward-looking statements are based on my current beliefs, assumptions, and expectations. These statements remain inherently subject to risks, uncertainties, and external factors that may lead to materially different outcomes.

This document is intended solely to advocate for increased transparency, accountability, and the protection of shareholder rights.

Demand for an Independent Forensic Audit of 1847 Holdings and Polished, and Invocation of the NYSE Clawback Provision

This letter calls for urgent action from all stakeholders—investors, regulators, and law enforcement. The NYSE Clawback Provision must be enforced immediately to recover every stolen dollar and deliver restitution to those harmed by the alleged fraudulent activities of 1847 Holdings and Polished. Additionally, a comprehensive forensic audit is crucial—not only to uncover the full extent of the alleged theft but to expose and hold accountable those who orchestrated this scheme.

Alleged fraud of this scale undermines trust in financial markets and erodes confidence in the very systems designed to protect investors. Regulators must take decisive action to send a clear and unmistakable message: no company, regardless of its size or market cap, is beyond the reach of justice. Shareholders demand accountability, transparency, and restitution—and we will not relent until these demands are fulfilled.

The alleged actions of 1847 Holdings and its spinoff, Polished (formerly 1847 Goedeker), constitute a deliberate and calculated betrayal of the stakeholders they were entrusted to serve. This is not a case of mismanagement or adverse market conditions; it is a meticulously executed scheme to maximize insider enrichment at every stage. The leadership of these entities inflicted catastrophic financial harm on shareholders, customers, and employees, exploiting every opportunity to exacerbate the damage. Such egregious misconduct demands immediate accountability.

Exposing a Decade of Fraudulent Conduct: The Urgent Need for a Forensic Audit and Accountability

As the former largest shareholder of 1847 Holdings LLC, I have personally suffered significant financial losses due to the alleged fraudulent conduct orchestrated by its leadership. My loss is just one example in a decade-long pattern of deceit, fraudulent financial reporting, and breaches of fiduciary duty by company insiders. These actions have caused immense harm to thousands of shareholders, who were misled, defrauded, and ultimately left with nothing—while insiders enriched themselves at their expense.

The catastrophic collapse of 1847 Holdings LLC, its spinoff Polished (formerly 1847 Goedeker), and their subsidiaries has decimated investor equity, exposing the full extent of their alleged fraudulent conduct. This was not a case of mere mismanagement but a calculated scheme to strip assets from subsidiaries and funnel wealth to insiders. A simple investigation is no longer sufficient—what is urgently required is a full independent forensic audit of these entities, enforced by regulators, with the ultimate goal of invoking the NYSE Clawback Provision to recover alleged stolen funds.

In February 2024, Polished filed for bankruptcy. Although several class action lawsuits were filed on behalf of shareholders, these efforts will likely fail, as bankruptcy proceedings automatically stay all civil actions. These shareholders were entirely wiped out, lied to repeatedly, and left with nothing. The harm inflicted upon these investors is incalculable, and the lack of accountability for those responsible is a gross injustice. Even Polished’s auditors disavowed its financials, further confirming that this was a fraudulent scheme from the start, meticulously crafted under the guise of a legitimate business.

Alleged fraudulent conduct of this magnitude, coupled with the catastrophic losses suffered by shareholders, does not deserve a “do over.” The damage is permanent, leaving thousands of investors financially devastated with no viable path to recover their losses. This is not a scenario where management can simply regroup, rebrand, or rebuild trust—too much has been stolen, too many lives have been affected, and the systemic looting of subsidiaries has obliterated any remaining credibility.

Whether this rises to the level of criminality is ultimately for regulators and law enforcement to decide, but given the hundreds of millions of dollars involved and the calculated deception at every level, it seems beyond doubt. The scale of financial losses, combined with deliberate and methodical misrepresentation, points to clear criminal behavior. Regulators and law enforcement must act swiftly to hold those responsible accountable—fraudulent conduct of this scale cannot be brushed aside or treated as business as usual.

The Strategic Deception Behind Low-Market-Cap Fraud

Unlike many high-profile corporate fraudulent schemes tied to inflated market caps, this scheme has been carefully crafted to thrive under the radar. Its low market cap is not indicative of the damage caused or the scale of the alleged fraudulent conduct—it is part of the deception itself. By systematically looting the subsidiaries and presenting 1847 Holdings as a legitimate holding company, the masterminds have evaded traditional scrutiny while quietly enriching themselves.

The alleged fraudulent conduct hinges on misrepresenting actual business operations while draining subsidiaries of their resources through exorbitant “management fees,” leveraging assets for loans, and eventually driving them into bankruptcy. The result is a facade of legitimacy that deflects attention away from the hundreds of millions allegedly stolen in plain sight.

This strategic low-profile approach highlights the need for regulatory bodies to look beyond superficial indicators like market capitalization when assessing fraudulent conduct. The alleged stolen funds—amounting to over $700 million—are obscured within a web of subsidiary bankruptcies, fabricated developments, and dubious transactions, all designed to protect insiders at the expense of shareholders.

Misleading Financial Practices: Lies, Dilution, and Deceptive Tactics

1847 Holdings and Polished have consistently engaged in misleading financial practices, presenting clear signs of failure as supposed successes:

• Bankruptcies Disguised as Strategic Moves: Rather than acknowledging the financial mismanagement at play, bankruptcies—such as those of ICU Eyewear and Asien’s Appliances—have been falsely portrayed as strategic divestitures or efforts to “eliminate debt.” In truth, these companies were systematically stripped of their resources through exorbitant management fees, leveraged loans, and insider enrichment, leaving them unable to sustain operations. ICU Eyewear was assigned to creditors, a move functionally identical to bankruptcy in its impact on shareholders. These tactics devastated shareholder value while shielding insiders from accountability, further illustrating the calculated nature of these so-called “strategic” decisions.

• Defaults Misrepresented as Victories: Ellery Roberts has consistently portrayed defaults on debt as strategic victories, misleading shareholders by claiming that lenders’ so-called leniency was a testament to their confidence in the company. In reality, these defaults triggered toxic death-spiral financing, devastating shareholder equity and driving the stock to near worthlessness. In one instance, Ellery personally assured me via text message that these lenders “like what they’re building,” implying they intended to hold their shares. This assertion was patently false—no one understands the alleged fraudulent nature of the company better than its lenders. Ellery’s deceit is relentless; whether through spoken words or written messages, his claims are almost invariably untrue.

• False Claims About Capital Requirements: Ellery Roberts has repeatedly misled shareholders by publicly claiming that 1847 Holdings would not require additional capital, a statement that is demonstrably false. These assurances often come shortly before significant dilution events, such as convertible notes or toxic financings, which he conveniently omits in his public narratives. These maneuvers leave shareholders blindsided, as offerings or toxic debt arrangements are executed mere weeks after his claims, resulting in massive dilution and the erosion of shareholder value.

In my case, before committing to a private offering, I directly asked Ellery Roberts if the company anticipated any additional cash raises. He unequivocally denied the need for further funding. Yet, within a week, the company executed another capital raise, proving his assurance to be a flat-out lie. Even worse, Ellery failed to disclose other dilutive mechanisms, such as pre-arranged promissory note defaults with convertible debt attached, which further compounded the financial damage to shareholders. This deceit was deliberate and strategic, ensuring the company secured my investment under false pretenses.

Poor Internal Controls and Material Weakness: Repeated disclaimers in every filing regarding material weaknesses have disavowed the accuracy of financial reports. These weaknesses have created a lack of transparency, making it impossible to trust the figures presented, yet executives are rewarded based on adjusted net assets.

Buzzwords Over Substance: The Illusion of Shareholder Value at 1847 Holdings

Every announcement from 1847 Holdings is marketed as “transformative” and designed to “unlock shareholder value,” “drive sustained growth,” or “maximize shareholder value.” No matter the reality, Ellery Roberts and his Investor Relations team consistently churn out buzzword-laden masterpieces, painting a rosy picture aimed at confusing and enticing retail investors.

These statements are carefully crafted to maintain the illusion of progress while distracting from the harsh truth of mounting losses, serial dilutions, and questionable financial maneuvers. Whether it’s a minor acquisition, a restructuring, or even a routine operational update, it’s always framed as a monumental step forward. But in reality, these buzzwords serve only one purpose: to lure unsuspecting retail investors into believing the company is on the brink of a turnaround, when in fact, the only consistent outcome has been the erosion of shareholder value.

Investigating Questionable Disbursements: Potential Financial Misconduct and Money Laundering

In just two days, February 7th and February 8th of 2024, 1847 Holdings disbursed $2.5 million to four consulting firms: TraDigital Marketing Group ($1.4 million), along with Alchemy Advisory LLC, Reef Digital LLC, and SeaPath Advisory LLC ($1.1 million combined). These payments were made while the company was drowning in $40 million of toxic debt, raising serious questions about their necessity and legitimacy. During this same period, the company was negotiating extensions on promissory notes under toxic terms, further burdening shareholders and exposing its dire financial state.

The rationale behind these payments appears highly questionable, as there was no demonstrated business need for such substantial consulting expenditures. Even if one were to argue that these investments were intended to bolster the stock price, the results speak for themselves: the stock has lost 99.99% of its value multiple times since these disbursements. Instead of benefiting the company or its shareholders, these payments raise serious concerns about whether funds were improperly diverted under the guise of legitimate business expenses.

The timing and scale of these disbursements—particularly given their proximity to Bank of America’s seizure of $1.99 million from Polished’s accounts—are deeply troubling. These factors suggest the possibility of deliberate efforts to obscure the flow of funds, which could align with practices commonly associated with money laundering. While no definitive conclusions can be drawn without further evidence, these circumstances underscore the urgent need for a comprehensive forensic audit to examine whether these transactions were used to conceal or misappropriate assets.

At the very least, this pattern of behavior reflects a staggering level of mismanagement and self-interest. Regulators and law enforcement agencies must investigate these transactions thoroughly to determine whether they constitute financial misconduct, including potential money laundering, and to hold those responsible accountable.

Coordinated Defaults (August 4, 2023): A Prearranged Betrayal of Shareholders

Mast Hill Fund and Leonite Capital are two separate lenders, yet on August 4, 2023, they issued default notices with identical language on the exact same day. This uncanny timing reveals what can only be described as a prearranged scheme, meticulously designed to exploit promissory notes for insider enrichment at the expense of shareholders.

These defaults triggered catastrophic shareholder dilution. The offering I participated in—intended to resolve these promissory notes—was instead manipulated to benefit insiders. Through this calculated maneuver, insiders were able to “double dip,” profiting from both the offering and the promissory notes while shareholders bore the full brunt of the financial fallout.

As new shares flooded the market, shareholder value was obliterated. Retail investors were left with holdings reduced to a mere fraction of their original worth, powerless against the blatant manipulation. Meanwhile, insiders walked away with significant profits, unscathed by the financial destruction they orchestrated.

The precise timing and coordination of these defaults strongly suggest insider collusion. This suspicion is further compounded by revelations made in a civil suit by Founders Bay, which alleged that Leonite Capital is not registered with the SEC. Such a lack of registration raises serious questions about the legality of its lending practices and suggests potential violations of federal securities laws. By converting debt into equity at deeply discounted rates and dumping shares into the market, Leonite and its affiliates engineered outcomes that overwhelmingly favored insiders while decimating shareholder equity. These actions, when coupled with the failure to comply with SEC registration requirements, point to illegal and fraudulent practices designed to manipulate the market and undermine shareholder protections.

This deliberate and highly coordinated strategy demands immediate regulatory scrutiny. A full investigation is needed to uncover the extent of insider collaboration, expose any legal violations, and restore accountability. Shareholder trust has been exploited to the breaking point, and only decisive action will prevent further abuse.

Systematic Looting and Subsidiary Bankruptcies

The collapse of Polished, ICU Eyewear, and Asien’s Appliances under 1847 Holdings LLC reveals a clear and troubling pattern of systematic looting:

• Polished: Although spun off, Polished remains directly tied to 1847 Holdings through shared leadership and alleged fraudulent financial practices. Despite raising over $400 million through IPOs and loans, Polished imploded within three years. It is now the subject of multiple class action lawsuits, which, unfortunately, are likely to go nowhere due to bankruptcy stays that have frozen all civil actions.

• ICU Eyewear: This subsidiary survived a mere 1.5 years under the 1847 Holdings umbrella. Just seven months before being handed over to creditors, ICU secured a $15 million revolving loan. Where did this money go? The trail of funds remains suspiciously opaque.

• Asien’s Appliances: Following a similar trajectory, Asien’s was stripped of its assets through exorbitant management fees and insider payments, leaving the business hollowed out and ultimately pushed into bankruptcy.

These subsidiaries collectively raised over $500 million through IPOs, secondary offerings, loans secured against assets, and revolving credit lines. Yet, within a few short years, all three businesses lay in financial ruin. Where did the hundreds of millions of dollars go? This cannot be dismissed as mere mismanagement—it points directly to calculated theft.

The systematic stripping of resources from these subsidiaries, followed by their rapid collapse, underscores a deliberate strategy of looting. Such brazen exploitation demands a thorough investigation to uncover the true scope of the fraud and hold those responsible accountable.

Virtual Address Shuffle: A Facade of Legitimacy or Something More?

At one point, 1847 Holdings touted a virtual office at the prestigious 590 Madison Avenue, an Upper East Side address designed to exude corporate credibility. Then, in December 2024, the company made an unannounced shift to another virtual address at 260 Madison Avenue in Murray Hill—a subtle move but one that raises eyebrows.

As the saying goes, something is rotten in the state of Denmark. Did the receptionist at 590 Madison finally tire of fielding phantom calls for executives who were never there?

A virtual office, in itself, is not unusual in today’s business environment, but this goes far beyond standard cost-saving measures. 1847 Holdings has taken the concept to the next level, relying on an on-call answering service to create the illusion of a bustling corporate hub. Call in, and you’ll hear the familiar refrains: “They just stepped out” or “They’re on another line.” In reality, there are no executives, no team, no office—just a rented mailbox and a carefully rehearsed script.

This theater of credibility serves a single purpose: to mislead stakeholders into believing in the existence of a high-powered, fully operational headquarters. The truth? It’s a $159-per-month charade, smoke and mirrors designed to mask the company’s true state of affairs.

And the shift from 590 Madison to 260 Madison? Same act, different stage. But why the change? Is there a hidden clause about virtual offices not being transferable to correctional facilities? While the motive remains unclear, one thing seems certain: whatever prompted this move, it likely doesn’t bode well. Stay tuned.

Alter Ego Liability and Fraudulent Use of Subsidiaries

In February 2024, the former owners of Asien’s Appliances alleged alter ego liability against 1847 Holdings, asserting that the company used its subsidiaries as mere extensions of its alleged fraudulent schemes rather than as independent entities.

The Alter Ego Doctrine applies when a company’s corporate veil is pierced, demonstrating that a parent company or its leadership used a subsidiary for personal benefit or fraudulent purposes. Under this doctrine, courts can hold the parent company and its officers personally liable for the debts and obligations of the subsidiary.

Evidence of commingling funds, draining subsidiary resources through exorbitant management fees, and pushing subsidiaries into bankruptcy strongly supports the claim of alter ego liability. Allowing this case to proceed to discovery would likely expose internal communications, financial records, and other documents that could prove fraudulent intent, reveal the personal financial benefits gained by insiders, and uncover a broader pattern of misuse across multiple subsidiaries.

To avoid these revelations, 1847 Holdings swiftly settled the allegations, suggesting that discovery would have revealed evidence of misconduct that could lead to severe legal and financial consequences for its leadership. This avoidance underscores the importance of a forensic audit to uncover the full extent of the fraud.

Ellery Has Never Conducted an Earnings Call:

To my knowledge, Ellery Roberts and the company’s insiders have never held an earnings call or engaged in any form of shareholder Q&A. Despite repeated calls for transparency, they have consistently evaded accountability, leaving public investors in the dark.

The few instances of interaction we’ve witnessed are painfully scripted, designed solely to deceive. Take, for instance, the fireside chat Ellery participated in September 2023—a performance so vomit-inducing it made clear the lengths to which he would go to deflect responsibility. In that session, he played the victim, gaslit investors, and obfuscated the truth, shamelessly suggesting that the market simply failed to grasp the true value of the company.

It’s easy to see why Ellery and his team avoid unscripted dialogue: it’s impossible to defend a company built on lies, fraud, and deception without tripping over the facts. How can you justify toxic financings, blatant dilution, and a complete lack of operational success when faced with real questions? An honest Q&A would have required explanations for a decade of financial mismanagement, fraudulent reporting, and a long list of dubious decisions that gutted shareholder value. No script in the world could cover for the outright theft and systemic looting of subsidiaries.

This deliberate avoidance of genuine engagement speaks volumes. It reveals a conscious effort to withhold critical information, sidestep accountability, and evade responsibility for the company’s questionable practices. When there’s no defense for your actions, silence becomes the strategy. Instead of addressing investors openly and honestly, the leadership has chosen evasion, leaving shareholders without the transparency they deserve.

The truth is, engaging in real dialogue would risk exposing the fraud at its core. Every question posed would unravel the carefully constructed narrative, and every answer would shine a light on the extent of their misconduct. Simply put, it’s impossible to explain a scam without revealing it for what it is.

The Myth of Acquiring “Cash Flow Positive” Businesses

1847 Holdings presents itself as a company that acquires “cash flow positive” businesses—established companies with steady revenue streams that, theoretically, should thrive after acquisition. These aren’t speculative AI startups promising to disrupt entire industries, nor are they pre-revenue biotech firms pouring cash into high-risk clinical trials. These are mature, revenue-generating businesses that should, by all logic, run themselves with minimal interference.

Yet, under 1847 Holdings’ ownership, these businesses somehow burn cash at rates rivaling the most ambitious startups. How does a business with a proven track record of generating revenue suddenly become a financial black hole? The answer lies in the company’s self-serving practices, which systematically undermine the very businesses they acquire:

• Exorbitant Management Fees: Post-acquisition, 1847 Holdings imposes excessive “management fees” on its subsidiaries, draining their cash flow and leaving them unable to invest in day-to-day operations. These fees, touted as necessary for strategic oversight, serve no clear operational purpose other than enriching insiders.

• Crippling Debt Loads: Instead of capitalizing on the subsidiaries’ existing revenue streams, 1847 Holdings saddles them with unnecessary debt, secured against their assets. This debt isn’t used to fund growth but to extract short-term cash, leaving the acquired businesses buried under unmanageable interest payments.

• Asset Stripping: Far from nurturing these companies, 1847 Holdings often strips them of their valuable assets. This not only weakens their financial position but compromises their ability to maintain operations and generate revenue, creating a downward spiral.

• Neglect of Operational Support: Despite acquiring these businesses under the guise of maximizing their potential, 1847 Holdings neglects their core operations. Instead of reinvesting in growth or operational efficiency, the focus remains on extracting value through financial manipulation.

The result? Businesses that should have provided consistent cash flow are left crippled, struggling to meet basic financial obligations, let alone turn a profit. They burn through cash at a rate that would make even the most speculative tech startup blush.

The absurdity of this situation cannot be overstated. How does a business with a steady revenue stream perform worse under the guidance of a supposedly experienced holding company? The truth is, 1847 Holdings isn’t acquiring these businesses to grow them; it’s acquiring them to bleed them dry.

In a legitimate holding company model, acquiring cash-flowing businesses would result in increased profitability and shareholder returns. But under 1847 Holdings, the opposite happens. Their model is one of destruction, siphoning cash, leveraging assets, and leaving a trail of hollowed-out companies.

The promise of acquiring self-sustaining, revenue-generating businesses is nothing more than a smokescreen for a strategy designed to funnel wealth to insiders. This isn’t value creation—it’s calculated exploitation. Such gross mismanagement and systemic looting demand immediate investigation and regulatory scrutiny.

Deceptive Reverse Splits: A Scheme to Manipulate Shareholders

The company conducted four reverse splits between September 2023 and November 2024, despite having no genuine need to do so. Each time, they claimed it was to “reduce the share count and increase the stock price in order to attract institutional shareholders.” This was nothing more than a facade, as within weeks or even days of the reverse split, they would quickly issue dilutive instruments—such as additional shares, convertible notes, equity offerings, and toxic financings with cashless warrants—that immediately obliterated any gains made from the split.

These offerings, structured on predatory terms, often left ordinary shareholders with minimal value as the stock was quickly driven down. It became clear that these reverse splits were purely designed to deceive and manipulate, giving the false impression of stability and value while continuously enriching those in control. Insiders were fully aware that no real institutional investors would ever buy into such a scheme—these transactions were carefully crafted to benefit the insiders, while ordinary shareholders were left to suffer from the inevitable dilution.

Tax Implications of Fraudulent K-1 Allocations

In addition to the financial devastation caused by the collapse of 1847 Holdings LLC’s subsidiaries, the company’s partnership tax structure imposes further harm on investors. Those already facing significant losses are also denied a substantial portion of realized losses from a tax-deductibility standpoint.

The root of this issue lies in the fraudulent “investment management fees” allocated to investors on their Schedule K-1s, which are classified as “miscellaneous itemized deductions subject to the 2% floor limitation.” For tax years 2018 through at least 2025, under the Tax Cuts and Jobs Act (TCJA), these deductions are non-deductible at the federal level. However, partners in a partnership, such as 1847 Holdings LLC, are still required to reduce their cost basis in the partnership by these non-deductible expenses.

This results in a compounding effect: investors face both reduced cost basis and disallowed capital losses, significantly limiting their ability to offset their financial losses for tax purposes. Given the exorbitant and fraudulent nature of the management fees allocated to investors—relative to their beginning K-1 capital accounts—many investors will find their capital accounts and cost basis reduced to zero relatively quickly, amplifying the financial harm.

Conflict of Interest and Deceptive Practices: The Company Counsel’s Role in Facilitating Fraud

A glaring conflict of interest exists between the company’s securities counsel, Louis Bevilacqua, and his role as a preferred shareholder. Public filings reveal that Bevilacqua controls 9% of 1847 Partners Class A Member LLC and 10% of 1847 Partners Class B Member LLC, ensuring he receives preferential payouts while ordinary shareholders suffer devastating losses. While retail investors saw their holdings reduced to nothing, Bevilacqua continued to profit, collecting dividends and remaining financially protected through his preferred positions. This stark disparity highlights how insiders shielded themselves from the catastrophic fallout they orchestrated, leaving retail investors with worthless shares.

Bevilacqua’s dual role as legal counsel and beneficiary of these alleged schemes not only raises ethical concerns but underscores the systemic abuse that has plagued 1847 Holdings and its subsidiaries. During a 13-month period, shareholders endured four reverse splits, reducing their holdings to near zero, while Bevilacqua’s preferred shares remained untouched, ensuring his dividends continued uninterrupted. These reverse splits were accompanied by a range of other dilutive mechanisms, including deeply discounted equity offerings, debt-to-equity conversions, and warrant issuances. Together, these tactics systematically eroded shareholder value while protecting insider profits, revealing a clear motive: to safeguard insider gains at the direct expense of ordinary investors, perpetuating a cycle of dilution and loss.

At this juncture, with swirling questions about 1847 Holdings’ practices, one would expect the company to welcome transparency through an independent audit. A clean audit could have been a decisive win, restoring investor confidence and silencing critics. Instead, despite spending $2.5 million on four questionable investor relations firms, they outright refused to allocate funds for a forensic audit. Bevilacqua himself dismissed my request for such an audit, claiming it would “waste time and resources on doing something it has done already,” referring to past financial audits for fiscal years 2021 and 2022. Yet these audits failed to address systemic issues or examine the misuse of shareholder funds. This refusal to prioritize transparency speaks volumes and raises serious questions about what the company is trying to conceal.

Bevilacqua’s complicity in these alleged fraudulent activities is evident. As someone fully aware of the company’s deceptive practices, he has weaponized his legal authority to suppress dissent and protect his financial interests. A proper forensic audit would likely have triggered the clawback provision, forcing him to return years of fraudulently obtained bonuses tied to inflated revenue figures. His refusal to allow an audit and his attempts to intimidate those seeking justice reveal his determination to shield the scheme from exposure.

Following my request for transparency, I received two threatening letters: one warning of civil action and the other of potential criminal penalties. These intimidation tactics were aimed at someone whose only “crime” was pursuing accountability and justice for shareholders, including myself as the largest stakeholder.

Is this not clear grounds for deeper scrutiny and investigation? The case for regulatory and legal intervention is overwhelming and long overdue.

Dialogue with Ellery Roberts: A Glimpse Into Deception and Legal Puppetry

This dialogue is not shared to highlight my personal grievance but to provide an unfiltered look at Ellery Roberts—unscripted—and reveal how his lawyers pull the strings for him. This was a recorded call, one I felt compelled to document because Ellery lies as easily as he breathes. As an over 10% shareholder at the time, I was technically in insider status, making me not only the company’s largest shareholder but also a larger shareholder than Ellery himself. Yet despite my position, Ellery had no qualms about blatantly lying to me, further underscoring his complete lack of integrity.

In late August 2023, I asked Ellery a straightforward question: was the company planning a reverse split? His response exposed his true nature. When I asked, “We’re not like at any exposure at any type of NYC delisting or any reverse split or anything like that, right?”, Ellery immediately responded with a firm, “No.”

What followed was a cascade of deflection and confusion. He stumbled, saying, “Not my lawyers, my lawyers did not told me that at all. No. NYC, American is different rule than NYSE.” It was clear he was floundering, grasping at legal technicalities he barely understood. Instead of offering clarity, he leaned heavily on his lawyers, redirecting with, “You’re more than welcome, you have our counsel’s information. They know you are our largest shareholder; they see your filings. Even feel free to CC me and say, ‘I don’t know if you have spoken to Lou or An…’”

This exchange highlights Ellery’s inability to navigate even a simple conversation without resorting to deception or legal crutches. He cannot speak for two minutes without tripping over his own words, relying on his lawyers to bail him out of the messes he creates. His attempt to hide behind his legal team also speaks volumes about who really pulls the strings—it’s clear Ellery is just a puppet, entirely dependent on his attorneys to protect him from the consequences of his lies.

Despite his emphatic denial, just two days after this conversation, the company announced a reverse split—one of four that would occur within the next 13 months. Each split further eroded shareholder value, exposing the fraudulence of his leadership. Not only did Ellery lie, but he lied directly to the company’s largest shareholder, someone in insider status who had every right to expect transparency and honesty.

Notably, after this conversation, I received a threatening letter from Joseph D. Wilson, an attorney at Bevilacqua PLLC. The letter was laughable at best, accusing me of violating California law despite the fact that I’m in New York, a single-consent state where recording conversations is perfectly legal. Wilson stated, “You have been reported to California legal authorities for having recorded the call without Mr. Roberts’ consent,” and went on to claim that my disclosure of the recording could lead to “criminal liability” if it caused any harm to his client.

The hypocrisy and desperation in this letter are astounding. Ellery Roberts, a man knee-deep in alleged securities fraud, suddenly claims a right to privacy? This is the same individual who lies as easily as he breathes, defrauds shareholders, and executes reverse splits while claiming none are planned. Now he hides behind his lawyers, using bogus threats in an attempt to intimidate me into silence.

Wilson’s letter is nothing more than a smokescreen designed to distract from the real crimes at hand: the manipulation of shareholders and the systematic destruction of wealth through alleged fraudulent schemes. Let’s not forget—two days after this recorded conversation, the reverse split Ellery denied was “not on the table” was announced. His pattern of deception continued with three more reverse splits in the following year, eroding shareholder value further.

The idea that I could face “criminal liability” for exposing his lies is absurd. Ellery and his legal team know that I, like many others, am well aware of their tactics and have the evidence to back it up. These hollow threats are nothing more than an attempt to silence those who dare to hold them accountable. Despite their efforts, I’m still waiting for my so-called arrest. Meanwhile, Ellery and his enablers should be the ones answering for the alleged fraud they’ve orchestrated.

This is the true face of Ellery Roberts: a man who cannot operate without deceit, lying even to his company’s largest shareholder, all while hiding behind lawyers and hollow threats as he continues to defraud shareholders.

The Subterranean Scumbaggery of 1847 Holdings: A Masterclass in Fraud

Now that we’ve explored the broader alleged fraud orchestrated by 1847 Holdings, let’s dive into the depths of their most appalling schemes. This wasn’t just a case of inflating numbers or misleading investors; it was a cold, calculated plundering of everyday customers—a scam so audacious it could make even the most seasoned con artists blush.

It began with selling appliances that were never going to be delivered. Customers placed orders for products with future delivery dates, blissfully unaware that those appliances existed only on paper. This deception alone is disgraceful, but here’s where the subterranean scumbaggery takes on a whole new dimension: just days before filing for bankruptcy, 1847 Holdings directed employees to sell extended warranties on these very same phantom appliances.

And it gets worse. Not content with conning new customers, the company also instructed employees to cold-call existing customers—those who had already purchased appliances—and pressure them into buying extended warranties. That’s right: they targeted people who had already trusted them once, exploiting their goodwill and concerns about potential breakdowns, all while knowing those warranties would be absolutely worthless in a matter of days.

And let’s be clear—this wasn’t the work of a rogue employee or a one-off mistake. This brazen scam was orchestrated across not one, but two different stores: Appliances Connection and Asien’s Appliances. It was a deliberate, top-down strategy, designed to squeeze every last cent from unsuspecting customers before the company imploded.

The timing, the deceit, the sheer nerve—it’s almost impressive in a villainous sort of way. Even Bernie Madoff might have paused to admire the boldness. This wasn’t just a last-ditch cash grab; it was the corporate equivalent of looting your own sinking ship.

And don’t just take my word for it. A quick search for Appliances Connection or Asien’s Appliances reveals a trail of outrage. Reddit alone is teeming with complaints from customers furious about undelivered orders, ignored refunds, and, of course, those utterly worthless warranties. It’s a digital scrapbook of shattered trust and broken promises.

This wasn’t merely unethical—it was a meticulously crafted final act of fraud. Scamming investors is one thing, but preying on both new and loyal customers as the ship sinks? That’s fraud on a grand stage, the kind of depravity that cements 1847 Holdings as a gold-standard example of subterranean scumbaggery. This chapter in their legacy is a chilling reminder of just how far greed can go.

A Challenge to 1847 Holdings and Its Leadership:

In my pursuit of transparency and accountability, I have faced relentless intimidation over the past 15 months after exposing the fraudulent activities of 1847 Holdings and its leadership. These actions have included baseless threats of lawsuits for allegedly “spreading falsehoods,” accusations of extortion for seeking the return of my misappropriated funds, and warnings of potential imprisonment for legally recording a conversation with Ellery Roberts. Most recently, Louis Bevilacqua, acting as Ellery’s attorney, enlisted another lawyer in an attempt to silence me after I used LinkedIn to expose their misconduct to professional contacts. I firmly believe that those who defraud innocent people deserve to have their actions brought to light within their own professional circles.

It is a common tactic for individuals who engage in alleged fraudulent conduct to portray themselves as victims when confronted, aiming to elicit sympathy, deflect blame, and undermine the credibility of those exposing their deceit. Despite these intimidation attempts, I have exercised my First Amendment rights and intensified my efforts to bring their misconduct to light.

I fully expect this letter to provoke outrage and resistance, but I challenge the individuals involved to step out from behind their lawyers and defend my allegations publicly. Let their actions be scrutinized by shareholders, regulators, and the broader public. Transparency will expose the truth, and no amount of legal posturing can shield them from accountability.

Final Thoughts: A Call for Immediate Action

The alleged fraudulent schemes of 1847 Holdings and Polished have inflicted financial devastation on thousands of shareholders, customers, and employees, leaving behind a trail of destruction that cannot be ignored. This letter serves as a definitive call to action for shareholders, regulators, and enforcement agencies to step in and hold those responsible accountable.

The NYSE Clawback Provision must be invoked without delay. This is not merely a tool for recovering lost capital—it is a mechanism for justice, for reclaiming what was wrongfully taken and restoring trust in the financial system. Every dollar stolen must be returned, and those who orchestrated this scheme must face the full consequences of their actions.

This is about more than just financial restitution; it is about ensuring that no company, regardless of its size or market position, is immune to the rule of law. The pattern of deceit that has defined 1847 Holdings and Polished must be stopped, and the systems designed to protect investors must be enforced with unwavering resolve.

Whether or not this letter catalyzes immediate action, the truth is now out in the open. Shareholders, regulators, and the public will soon fully understand the extent of this alleged fraud, and once they do, it will only be a matter of time before the full scale of this misconduct is exposed and justice is served.

I recognize that some of my points may come across as repetitive or overly detailed. This is by design—I would rather risk over-explaining than omit critical details that are essential to understanding the scope and complexity of this alleged fraud. My goal is to provide a comprehensive picture for all readers, from regulators to enforcement agencies, so there can be no ambiguity about the depth of deception at play.

While I am not a professional writer, I felt compelled to bring these issues to light. The magnitude of what has transpired is too significant to ignore, and I will continue to fight for accountability and justice on behalf of all those who have suffered.

Conclusion

I urge all shareholders to unite in demanding an independent forensic audit of 1847 Holdings and Polished, as well as the immediate enforcement of the NYSE Clawback Provision. The time to act is now—before further damage is inflicted and accountability is further delayed.

Thank you for your attention to this urgent matter.

Sincerely,

Matthew Miller

Strategic Risk, LLC

Former Shareholder, 1847 Holdings LLC

Matt@Strategicriskllc.com