United States securities and exchange commission logo





                             May 19, 2020

       Douglas T. Moore
       Chief Executive Officer
       1847 Goedeker Inc.
       13850 Manchester Rd.
       Ballwin, MO 63011

                                                        Re: 1847 Goedeker Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed April 22,
2020
                                                            File No. 333-237786

       Dear Mr. Moore:

              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.

       Form S-1 Filed on April 22, 2020

       Prospectus Summary, page 1

   1.                                                   Please revise your
summary to prominently disclose the company's current liquidity
                                                        condition, including
cash on hand, total debt outstanding, the company's default on certain
                                                        loan agreements and
promissory notes, and the company's dependence on the proceeds of
                                                        the offering to repay
such loans and meet outstanding obligations, to the extent accurate.
       Our Corporate History and Structure, page 2

   2.                                                   Please revise to
discuss your relationship with 1847 Holdings, LLC, including the
                                                        continued involvement
of such company through management and pursuant to your
                                                        management services
agreement with 1847 Partners LLC. Please also include disclosure
                                                        related to potential
conflicts of interest in an appropriate place in your prospectus.
 Douglas T. Moore
FirstName LastNameDouglas T. Moore
1847 Goedeker Inc.
Comapany Name1847 Goedeker Inc.
May 19, 2020
May 19, 2020 Page 2
Page 2
FirstName LastName
Summary Financial Information, page 9

3.       Please revise to separately present and label predecessor and
successor periods.
Risk Factors
Our third-party loans contain certain terms..., page 13

4.       Please revise this risk factor to clearly present the current status
of certain of your third-
         party loans and promissory notes, including that such loans and notes
are in default.
         Please also clearly state the impact to your financial condition or
operations if you are
         unable to cure such defaults. Please also clarify, here and in your
Liquidity discussion on
         page 42, whether you are dependent on the offering proceeds to repay
your outstanding
         debt and meet your anticipated cash needs for the next 12 months.
Use of Proceeds, page 32

5.       We note you intend to use some of the proceeds from your offering for
the retirement of
         debt. Please state the interest rate and maturity of the debt. Also,
if the debt was incurred
         within the past year, describe the use of the proceeds of the debt.
See Instruction 4 to Item
         504 of Regulation S-K.
Capitalization, page 34

6.       Please include a double underline beneath cash and cash equivalents to
clarify that such
         amounts are not included in your total capitalization.
Dilution, page 36

7.       Please revise your calculation of net tangible book value to exclude
any intangible assets,
         such as deferred costs or goodwill, that cannot be sold separately
from all other assets of
         the business.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
40

8.       We note your disclosure that your net product sales decreased from
fiscal 2018 to fiscal
         2019 as a result of the transition in ownership and shipping delays
that were the result of
         working capital issues. Please revise to explain specifically how
shipping delays were the
         result of working capital, and quantify the impact of resulting
customer cancellations on
         the decrease in net product sales, to the extent practicable. Please
provide additional
         analysis concerning the quality and variability of your earnings and
cash flows so that
         investors can ascertain the likelihood that past performance is
indicative of future
         performance, and explain whether the shipping delays and working
capiting issues, and
         the resulting decrease in product sales and net income, represents a
material trend that you
         expect to continue. See Item 303 of Regulation S-K and SEC Release No.
33-8350.
 Douglas T. Moore
1847 Goedeker Inc.
May 19, 2020
Page 3


Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 40

9.       We note your presentation of the combined results for the predecessor
and successor
         periods for the year ended December 31, 2019. It is not appropriate to
combine the results
         for purposes of your Management's Discussion and Analysis as the
financial statements
         are prepared on different basis of accounting and are not comparable.
Please revise your
         tabular presentation and discuss the separate historical results of
your predecessor and
         successor. To the extent you include a supplemental comparative
discussion of the results
         for fiscal 2019 and fiscal 2018 prepared on a pro forma basis
consistent with the
         requirements set forth in Article 11 of Regulation S-X, disclosure
should be provided to
         explain how the pro forma presentation was derived, why you believe
the presentation to
         be useful, and any potential risks associated with using such a
presentation.
Financial Statements
Balance Sheets, page F-4

10.      Please revise to label the Predecessor balance sheet December 31,
2018.
Note 1. Organization and Nature of Business, page F-9

11.      Please expand to disclose the nature of the Company's business and
activities prior the
         acquisition of Goedeker Television Company. Refer to ASC 275-10-50-2.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition and Cost of Revenue, page F-10

12.      Please disclose the significant judgements made in evaluating and
determining that control
         is transferred upon delivery and installation. Refer to ASC
606-10-50-19. Please explain
         to us how those instances where revenue is recognized when shipped is
distinguished from
         those product sales where revenue is recognized upon delivery.
Additionally, please tell
         us approximately what percentage of your sales are recognized when
shipped versus upon
         delivery and installation.
13.    We note revenue from the sale of long-term service warranties are
recognized net of costs
       to sell the contracts to the third-party warranty service company. We
also note your
       disclosure elsewhere, for example on page 3, that warranties are offered
through third
       party vendors who absorb the cost of repairs and pay you a commission
for selling the
       warranty product. Please clarify whether you recognize the commission
received or both
FirstName revenue from the sale and related costs incurred.
       the LastNameDouglas T. Moore
Comapany Name1847aGoedeker Inc. your obligations for returns and refunds. Refer
to ASC
14.  Please include description of
     606-10-50-12.
May 19, 2020 Page 3
FirstName LastName
 Douglas T. Moore
FirstName LastNameDouglas T. Moore
1847 Goedeker Inc.
Comapany Name1847 Goedeker Inc.
May 19, 2020
Page 4
May 19, 2020 Page 4
FirstName LastName
15.      We note that almost all your furniture sales are drop shipped to the
customer. Please tell
         us what factors you considered in determining you were the principal
in those
         transactions. Refer to ASC 606-10-55-36.
Note 8. Business Combination, page F-19

16.      Please reconcile the aggregate purchase price of $6.2 million
discussed on page F-17 and
         amount of consideration paid listed in the table on page F-19 revising
your disclosure as
         appropriate to clarify the discrepancy. Further, explain and reconcile
the purchase price
         and consideration disclosed here with your non-cash investing and
financing activities on
         page F-8 disclosing the acquisition of Goedeker Television Co. of
$11,399,200.
17.      We note that you have recorded $809,000 in other assets attributed to
a working capital
         adjustment related to the purchase transaction. We also note as the
filing of this
         document, Goedeker has not paid this amount, Goedeker is disputing
payment and that
         you have submitted a claim for arbitration to the American Arbitration
Association
         relating to Goedeker's failure to pay the amount. Please tell us how
you determined this
         amount is fully recoverable.
Note 11. Notes Payable, Related Parties, page F-23

18.      You disclose the note payable to Goedeker contains customary events of
default,
         including in the event of a default by you of any of the covenants
under the asset purchase
         agreement or any other agreement entered into in connection with the
asset purchase
         agreement. You also disclose you did not meet certain loan covenants
under the loan and
         security agreement with Burnley and SBCC. It appears the loan and
security agreements
         with Burnley and SBCC were entered into in connection with the asset
purchase
         agreement. As such, please clarify why the technical defaults under
the Burnley and
         SBCC agreements do not constitute a default under the Goedeker note
payable.
19.      Please disclose the amount of maturities for each of the five years
following the latest
         balance sheet presented. See ASC 470-10-50-1.
Note 16. Income Taxes, page F-28

20.      Please tell us your consideration of providing disclosure regarding
the realizability of your
         deferred tax asset. Refer to ASC 740-10-50-21.
Recent Sales of Unregistered Securities, page II-2

21.      Please furnish the complete disclosure required by Item 701 of
Regulation S-K. In this
         regard, please indicate the section of the Securities Act or the rule
of the Commission
         under which exemption from registration was claimed and state briefly
the facts relied
         upon to make the exemption available.
 Douglas T. Moore
FirstName LastNameDouglas T. Moore
1847 Goedeker Inc.
Comapany Name1847 Goedeker Inc.
May 19, 2020
Page 5
May 19, 2020 Page 5
FirstName LastName
Exhibits

22.      We note that you purchase 44% of your appliances from Whirlpool and
you disclose that
         termination of the supply agreement with Whirlpool could have a
material adverse effect
         on your business, financial condition and results of operations.
Please file your supply
         agreement with Whirlpool, or tell us why you are not required to do
so. Please refer to
         601(b)(10) of Regulation S-K.
General

23.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 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.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        You may contact Aamira Chaudhry, Staff Accountant at 202-551-3389 or
Donna Di
Silvio, Staff Accountant at 202-551-3202 if you have questions regarding
comments on the
financial statements and related matters. Please contact Scott Anderegg, Staff
Attorney at 202-
551-3342 or Erin Jaskot, Legal Branch Chief at 202-551-3442 with any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Trade
& Services