UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
or
☐
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: 000-55689
US
Lighting Group, Inc.
(Exact name of registrant as specified in its charter)
Florida | | 46-3556776 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
1148 East 222nd Street Euclid, Ohio 44117
(Address of principal executive offices)(Zip Code)
(216) 896-7000
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
N/A |
|
N/A |
|
N/A |
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 ☐
No
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a 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.
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☐ | 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
Indicate the number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practicable date. There were 102,786,188 shares of common stock outstanding on November 17,
2023.
Table of Contents
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.
US LIGHTING GROUP, INC., AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| |
September 30, 2023 | | |
December 31, 2022 | |
ASSETS | |
(Unaudited) | | |
| |
Current Assets: | |
| | |
| |
Cash | |
$ | 4,116 | | |
$ | 124,529 | |
Accounts receivable | |
| 116,017 | | |
| 5,950 | |
Prepaid expenses and other current assets | |
| 87,602 | | |
| 87,174 | |
Inventory | |
$ | 118,574 | | |
$ | 200,162 | |
| |
| | | |
| | |
Total Current Assets | |
| 326,309 | | |
| 417,815 | |
| |
| | | |
| | |
Property and equipment, net | |
| 2,677,255 | | |
| 2,298,107 | |
Total Assets | |
$ | 3,003,564 | | |
$ | 2,715,922 | |
| |
| | | |
| | |
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | |
| | | |
| | |
Current Liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 903,082 | | |
$ | 607,647 | |
Accrued expenses | |
| 183,854 | | |
| 111,223 | |
Accrued payroll to a former officer | |
| 125,167 | | |
| 125,167 | |
Deferred revenue | |
| 79,498 | | |
| — | |
Loan payable– current portion | |
| 41,428 | | |
| 140,905 | |
Loans payable, related party | |
| 412,086 | | |
| 176,000 | |
Total Current Liabilities | |
| 1,745,115 | | |
| 1,160,942 | |
| |
| | | |
| | |
Loans payable, net of current portion | |
| 300,231 | | |
| 300,351 | |
Loans Payable, related party | |
| 7,171,904 | | |
| 7,004,629 | |
Total Liabilities | |
$ | 9,217,250 | | |
$ | 8,465,922 | |
| |
| | | |
| | |
Commitments and Contingencies | |
| | | |
| | |
| |
| | | |
| | |
Shareholders’ Equity: | |
| | | |
| | |
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding | |
| — | | |
| — | |
Common stock, $0.0001 par value, 500,000,000 shares authorized; 102,786,188 shares issued and outstanding | |
| 10,494 | | |
| 10,209 | |
Additional paid-in-capital | |
| 20,098,247 | | |
| 19,771,111 | |
Accumulated deficit | |
| (26,322,427 | ) | |
| (25,531,320 | ) |
Total Shareholders’ Equity | |
| (6,213,686 | ) | |
| (5,750,000 | ) |
| |
| | | |
| | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | |
$ | 3,003,564 | | |
$ | 2,715,922 | |
The accompanying notes are an integral part
of these unaudited condensed consolidated financial statements.
US LIGHTING GROUP, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
For the Three Months ended
September 30, | | |
For the Nine Months ended
September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Sales | |
$ | 755,152 | | |
$ | 516,000 | | |
$ | 3,092,722 | | |
$ | 641,000 | |
Cost of goods sold | |
| 688,585 | | |
| 528,000 | | |
| 2,210,820 | | |
| 754,000 | |
Gross profit (loss) | |
| 66,567 | | |
| (12,000 | ) | |
| 881,902 | | |
| (113,000 | ) |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses: | |
| | | |
| | | |
| | | |
| | |
Selling, general and administrative expenses | |
| 652,467 | | |
| 526,000 | | |
| 1,602,009 | | |
| 1,134,000 | |
Product development | |
| | | |
| 78,000 | | |
| | | |
| 123,000 | |
Total operating expenses | |
| 652,467 | | |
| 604,000 | | |
| 1,602,009 | | |
| 1,257,000 | |
| |
| | | |
| | | |
| | | |
| | |
Loss from operations | |
| (585,900 | ) | |
| (616,000 | ) | |
| (720,107 | ) | |
| (1,370,000 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other income (expense): | |
| | | |
| | | |
| | | |
| | |
Other income (expense), net | |
| — | | |
| (4,000 | ) | |
| — | | |
| 60,000 | |
Unrealized gain (loss) | |
| — | | |
| (32,000 | ) | |
| — | | |
| (288,000 | ) |
Realized Gain (loss) | |
| — | | |
| 18,000 | | |
| — | | |
| (18,000 | ) |
Interest income | |
| 301 | | |
| 1,000 | | |
| 1,099 | | |
| 4,000 | |
Interest expense | |
| (55,236 | ) | |
| (40,000 | ) | |
| (72,100 | ) | |
| (56,000 | ) |
Gain on disposal of fixed assets | |
| — | | |
| 10,000 | | |
| — | | |
| 23,000 | |
Total other income (expense) | |
| (54,935 | ) | |
| (47,000 | ) | |
| (71,001 | ) | |
| (275,000 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net income (loss) | |
$ | (640,835 | ) | |
$ | (663,000 | ) | |
$ | (791,108 | ) | |
$ | (1,645,000 | ) |
| |
| | | |
| | | |
| | | |
| | |
Basic income (loss) per share | |
$ | (0.01 | ) | |
$ | (0.01 | ) | |
$ | (0.01 | ) | |
$ | (0.02 | ) |
Diluted income (loss) per share | |
$ | (0.01 | ) | |
$ | (0.01 | ) | |
$ | (0.01 | ) | |
$ | (0.02 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average common shares outstanding, basic | |
| 99,063,716 | | |
| 97,848,735 | | |
| 99,063,716 | | |
| 97,982,618 | |
Weighted average common shares outstanding, diluted | |
| 99,063,716 | | |
| 97,848,735 | | |
| 99,063,716 | | |
| 97,982,618 | |
The accompanying notes are an integral part
of these unaudited condensed consolidated financial statements.
US LIGHTING GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’
EQUITY (DEFICIT)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER
30, 2023 AND 2022
(Unaudited)
| |
Preferred Stock | | |
Common Stock | | |
Additional
Paid-In | | |
Accumulated | | |
Total Stockholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Equity | |
Balance, December 31, 2022 | |
| — | | |
$ | — | | |
| 97,934,825 | | |
$ | 10,209 | | |
$ | 19,771,111 | | |
$ | (25,531,320 | ) | |
$ | (5,750,000 | ) |
Sale of Common Stocks | |
| — | | |
| — | | |
| 1,675,000 | | |
| 167 | | |
| 167,332 | | |
| — | | |
| 167,500 | |
Net Income (Loss) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (154,729 | ) | |
| (154,729 | ) |
Balance, March 31, 2023 | |
| — | | |
| — | | |
| 99,609,825 | | |
| 10,376 | | |
| 19,938,443 | | |
| (25,686,049 | ) | |
| (5,737,230 | ) |
Sales of Common Stocks | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Stock issued for services & compensations | |
| — | | |
| — | | |
| 56,250 | | |
| 6 | | |
| 5,619 | | |
| — | | |
| 5,625 | |
Net Loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 4,456 | | |
| 4,456 | |
Balance, June 30, 2023 | |
| — | | |
$ | — | | |
| 99,666,075 | | |
$ | 10,382 | | |
$ | 19,944,062 | | |
$ | (25,681,593 | ) | |
$ | (5,727,149 | ) |
Sales of Common Stocks | |
| — | | |
| — | | |
| 1,120,113 | | |
| 112 | | |
| 15,890 | | |
| — | | |
| 16,002 | |
Stock issued for services & compensation | |
| — | | |
| — | | |
| — | | |
| — | | |
| 12,000 | | |
| — | | |
| 12,000 | |
Forgiveness of accrued interest on shareholder loan | |
| — | | |
| — | | |
| — | | |
| — | | |
| 126,296 | | |
| — | | |
| 126,296 | |
Net Income (Loss) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (640,835 | ) | |
| (640,835 | ) |
Balance, September 30, 2023 | |
| | | |
| | | |
| 102,786,188 | | |
| 10,494 | | |
| 20,098,247 | | |
| (26,322,428 | ) | |
| (6,213,686 | ) |
| |
Preferred Stock | | |
Common Stock | | |
Additional
Paid-In | | |
Accumulated | | |
Total Stockholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Equity | |
Balance, December 31, 2021 | |
| — | | |
$ | — | | |
| 97,848,735 | | |
$ | 10,000 | | |
$ | 17,678,000 | | |
$ | (16,423,000 | ) | |
$ | 1,265,000 | |
Net Loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (582,000 | ) | |
| (582,000 | ) |
Balance, March 31, 2022 | |
| — | | |
| — | | |
| 97,848,735 | | |
| 10,000 | | |
| 17,678,000 | | |
| (17,005,000 | ) | |
| 683,000 | |
Net Loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (400,000 | ) | |
| (400,000 | ) |
Balance, June 30, 2022 | |
| — | | |
$ | — | | |
| 97,848,735 | | |
$ | 10,000 | | |
$ | 17,678,000 | | |
$ | (17,405,000 | ) | |
$ | 283,000 | |
Sale of Common Stocks | |
| — | | |
| — | | |
| 800,000 | | |
| — | | |
| 80,000 | | |
| — | | |
| 80,000 | |
Forgiveness of related party debt | |
| — | | |
| — | | |
| — | | |
| — | | |
| 1,761,000 | | |
| — | | |
| 1,761,000 | |
Acquisition of Mig Marine | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (6,878,000 | ) | |
| (6,878,000 | ) |
Net Loss | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| (663,000 | ) | |
| (663,000 | ) |
Balance September 30, 2022 | |
| | | |
$ | — | | |
| 98,648,735 | | |
$ | 10,000 | | |
$ | 19,519,000 | | |
$ | (24,946,000 | ) | |
$ | 5,417,000 | |
The accompanying notes are an integral part
of these unaudited condensed consolidated financial statements.
US LIGHTING GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| |
For the Nine Months Ended September 30, | |
| |
2023 | | |
2022 | |
Cash Flows from Operating Activities | |
| | |
| |
Net Income (Loss) | |
$ | (791,108 | ) | |
$ | (1,645,000 | ) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |
| | | |
| | |
Depreciation | |
| 142,319 | | |
| 139,000 | |
Stock issued for services & compensation | |
| 17,625 | | |
| — | |
Realized Gain (loss) from investments | |
| — | | |
| 18,000 | |
Unrealized Gain (loss) from investments | |
| — | | |
| 288,000 | |
Changes in Operating Assets and Liabilities: | |
| | | |
| | |
Accounts receivable | |
| (110,067 | ) | |
| (32,000 | ) |
Inventory | |
| 81,588 | | |
| (112,000 | ) |
Prepaid expenses and other assets | |
| 15,572 | | |
| 84,000 | |
Accounts payable | |
| 295,435 | | |
| 264,000 | |
Accrued expenses | |
| 72,633 | | |
| — | |
Customer advanced payments | |
| | | |
| (10,000 | ) |
Deferred revenue | |
| 79,498 | | |
| — | |
Accrued payroll to a former officer | |
| — | | |
| (411,000 | ) |
Net cash used in (provided by) operating activities | |
| (196,505 | ) | |
| (1,417,000 | ) |
| |
| | | |
| | |
Cash Flows from Investing Activities: | |
| | | |
| | |
Purchase of property and equipment | |
| (521,467 | ) | |
| (308,000 | ) |
Sale of Fixed Assets | |
| — | | |
| 35,000 | |
Proceeds from investments | |
| — | | |
| 1,341,000 | |
Net cash used in investing activities | |
| (521,467 | ) | |
| 1,068,000 | |
| |
| | | |
| | |
Cash Flows from Financing Activities: | |
| | | |
| | |
Proceeds from sale of common stock | |
| 167,500 | | |
| 80,000 | |
Proceeds from loans payable | |
| 18,296 | | |
| — | |
Proceeds from notes payable, related party | |
| 548,670 | | |
| 561,000 | |
Payment of loans payable | |
| (117,893 | ) | |
| (105,000 | ) |
Payments on notes payable related party | |
| (19,014 | ) | |
| (411,000 | ) |
Net cash provided by (used in) financing activities | |
| 597,559 | | |
| 125,000 | |
| |
| | | |
| | |
Net change in cash | |
| (120,413 | ) | |
| (224,000 | ) |
Cash beginning of period | |
| 124,529 | | |
| 289,000 | |
Cash end of period | |
$ | 4,116 | | |
$ | 65,000 | |
| |
| | | |
| | |
Supplemental Cash Flow Information: | |
| | | |
| | |
Interest paid | |
$ | 72,100 | | |
$ | 430,000 | |
Taxes paid | |
$ | — | | |
$ | — | |
| |
| | | |
| | |
Non-cash Financing Activities: | |
| | | |
| | |
Proceeds from sale of common stock receivable | |
$ | 16,000 | | |
$ | — | |
Forgiveness of accrued interest on shareholder loan | |
$ | 126,295 | | |
$ | — | |
The accompanying notes are an integral part
of these unaudited condensed consolidated financial statements.
US LIGHTING GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
SEPTEMBER 30, 2023
NOTE 1 – ORGANIZATION
US Lighting Group, Inc. (the "Company") is a parent company
comprised of four subsidiaries - Cortes Campers, LLC, a brand of high-end molded fiberglass campers, Futuro Houses, LLC, which is focused
on design and sales of molded fiberglass homes, Fusion X Marine, LLC, a high-performance boat designer, and MIG Marine Corporation, a
composite manufacturing company that produces proprietary molded fiberglass products for our other business lines.
On January 11, 2021, we formed Cortes Campers to operate our new brand
of innovative travel trailers. During the second part of 2021, we invested heavily in research and development as well as production planning
for the 17-foot camper and began selling campers in early 2022.
The Company created a new wholly owned subsidiary called Fusion X Marine,
LLC on April 12, 2021, domiciled in Wyoming, to sell boats and other related products to the recreational marine market. The subsidiary
has had no sales as of the date of this report.
On January 12, 2022, we formed Futuro Houses, LLC, a Wyoming company,
to design, market and distribute molded fiberglass homes. Throughout 2022, Futuro Houses engaged in engineering and development of our
first "UFO" themed home model inspired by the original Futuro house designed by Finnish architect Matti Suuronen.
On August 5, 2022, we acquired MIG Marine Corporation, a fiberglass
manufacturing company founded in 2003. With the acquisition of Mig Marine, we were able to streamline our manufacturing processes, improve
production cycles and scale to meet the demand of Cortes Campers generated order back-log.
We plan to expand our manufacturing footprint, enhance production techniques,
and develop more products in the RV, marine, and composite housing sectors. Current R&D efforts are directed towards future tow-behind
camper models under the Cortes Campers brand as well as prefabricated housing segment.
As of September 30, 2023, our revenue was driven by shipments of fiberglass
campers marketed under Cortes Campers.
The Company is a Florida corporation founded in 2003. We are headquartered
in Euclid, Ohio.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”),
and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments,
consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results
of operations and cash flows of the Company as of and for the nine month period ending September 30, 2023 and not necessarily indicative
of the results to be expected for the full year ending December 31, 2023. These unaudited financial statements should be read in conjunction
with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December
31, 2022.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could
differ from those estimates.
Concentrations of Credit Risk
We maintain our cash in bank deposit accounts, the balances of which
at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any
losses in our accounts. We believe we are not exposed to any significant credit risk on cash.
Cash Equivalents
The Company considers all highly liquid investments with a maturity
of three months or less when purchased to be cash equivalents. There was $0 and $0 of cash equivalents as of the nine months ended September
30, 2023 and the year ended December 31, 2022, respectively, held in the Company’s investment account.
Basis of Consolidation
The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries Cortes Campers, LLC, Fusion X Marine, LLC, Futuro Houses, LLC and Mig Marine Corp. All intercompany
transactions and balances have been eliminated in consolidation.
Revenue Recognition
Revenue is recognized as performance obligations
under the terms of contracts with customers are satisfied.
Unit Sales
The Company’s primary source of revenue
is generated through the sale of molded fiberglass campers and homes (units). Unit sales are recognized at a point- in-time when the performance
obligation is satisfied and control of the promised goods or services is transferred to the customer, which generally occurs when the
unit is shipped to or picked-up from our facility by the customer. Control refers to the ability of the customer to direct the use of,
and obtain substantially all of, the remaining benefits from the goods or services. Unit payment terms include deposits payable prior
to delivery or on terms of 60 days or less post-delivery.
Net sales include shipping and handling charges
billed directly to customers. Any shipping and handling costs that occur after the transfer of control are treated as fulfillment cost
that are accrued when control is transferred. We also have made an accounting policy election to exclude from revenue sales and usage-based
taxes collected.
Warranty obligations associated with the sale
of a unit are assurance-type warranties that are a guarantee of the unit's intended functionality and, therefore, do not represent a distinct
performance obligation within the context of the contract.
Dealer Arrangement Fees
Beginning in 2023, the Company began to enter
into certain arrangements with dealers providing exclusive selling rights for geographic territories. The arrangements typically include
provisions that in exchange for the territory rights, dealers pay an initial up-front one-time only fee. Subject to meeting minimum unit
sale levels on an annual basis, the arrangement automatically renews for an additional year with no additional fee.
The intellectual property subject to the exclusive
territory rights is symbolic intellectual property as it does not have significant standalone functionality, and substantially all of
the utility is derived from its association with the Company’s past or ongoing activities. The dealer arrangements are highly interrelated
with the Company’s performance obligations to produce future units, further develop the brand and provide training and support to
dealers and as such are considered to represent a single performance obligation.
The Company recognizes dealer territory fees over
the expected term of the arrangement which includes estimated annual renewal periods. Changes in the estimate of renewal periods are accounted
for prospectively from the period of the change in estimate by adjusting the remaining unrecognized revenue over the remaining estimated
term. As these fees are typically received in cash at or near the execution of the arrangement, the cash received is initially recorded
as a contract liability in deferred revenue until recognized as revenue over time.
Recently Accounting Pronouncements
The Company has implemented all new applicable accounting pronouncements
that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and
the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact
on its financial position or results of operations.
NOTE 3 – LIQUIDITY
The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of
business.
During the nine months ended September 30, 2023, the Company recognized
a net loss of $791,108 and cash used in operating activities was $192,505. As the Company further develops its products and markets, the
Company may need to raise additional capital or borrow additional funds to support increasing levels of working capital until it is able
to generate sufficient revenues.
Management plans to generate increasing revenues and as needed raise
additional capital or borrow additional funds in order to provide liquidity and fund increasing levels of working capital to continue
operations as a going concern. However, there is no assurance the Company will be successful in accomplishing its plans. These factors
raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
NOTE 4 – SALE OF ASSETS
On May 17, 2020, the Company purchased $3,800,000 of various mutual
fund assets from a broker. This investment meets the criteria of level one inputs for which quoted market prices are available in active
markets for identical assets or liabilities as of the reporting date. As of September 30, 2022, these assets had all been sold. The Company
has adjusted the reported amounts for these investments to market value resulting in a realized loss and unrealized loss of $288,000 and
$18,000, respectively, for the nine months ended September 30, 2022.
As a result of the Company’s purchase of mutual fund assets,
the Company could have been deemed to be an “investment company” under the Investment Company Act of 1940 (the “Investment
Company Act”). However, the Company did not intend to be an investment company and never intended to be engaged in the business
of investing, reinvesting, owning, holding or trading in securities. Based on these facts, the Company relied on Rule 3a-2 under the Investment
Company Act, which provides an exclusion from the definition of “investment company” for issuers meeting certain criteria.
The Company endeavored to ensure that it was compliant with the conditions for relying on this rule within the time period permitted by
Rule 3a-2. To comply with this exclusion, the Company has liquidated all of the mutual fund assets and no longer owns securities having
a value exceeding 40% of the value of the Company’s total assets on an unconsolidated basis. This course of action was approved
and authorized by the Company’s board of directors by unanimous written consent on August 17, 2021. As of December 31, 2022, and
September 30, 2023, the Company did not own any securities.
NOTE 5 – PROPERTY AND EQUIPMENT
Property and equipment for continuing operations consists of the following
on September 30, 2023, and December 31, 2022:
| |
September 30,
2023 | | |
December 31,
2022 | |
Building and improvements | |
$ | 676,025 | | |
$ | 664,183 | |
Land | |
| 96,000 | | |
| 96,000 | |
Vehicles | |
| 146,893 | | |
| 146,893 | |
Office equipment | |
| 18,421 | | |
| 18,421 | |
Production molds and fixtures | |
| 1,408,160 | | |
| 1,095,758 | |
Tooling and fixtures | |
| 686,553 | | |
| 462,570 | |
Other equipment | |
| 22,322 | | |
| 72,059 | |
Furniture and fixtures | |
| 5,628 | | |
| 4,746 | |
Construction in progress | |
| 21,475 | | |
| — | |
Total property and equipment cost | |
| 3,081,478 | | |
| 2,560,630 | |
Less: accumulated depreciation and amortization | |
| (404,223 | ) | |
| (262,523 | ) |
Property and equipment, net | |
$ | 2,677,255 | | |
$ | 2,298,107 | |
NOTE 6 – ACCRUED PAYROLL TO OFFICER
Beginning in January 2018, the Company’s former CEO voluntarily
elected to defer payment of his employment compensation. The balance of the compensation owed to the Company’s former CEO was $125,167
as of September 30, 2023, and December 31, 2022. Deferral of wages ended on August 9, 2021, when the Company’s former CEO resigned
from that position.
NOTE 7 – LOANS PAYABLE TO RELATED PARTIES
Loans payable to related parties consists of the following at September
30, 2023 and December 31, 2022:
| |
2023 | | |
2022 | |
Loan payable to officers/shareholders (a) | |
$ | 7,583,989 | | |
$ | 7,054,333 | |
Loan Payable to related party - past due (b) | |
| — | | |
| 126,296 | |
Total loans payable to related parties | |
| 7,583,989 | | |
| 7,180,629 | |
Loan payable to related party, current portion | |
| (412,086 | ) | |
| (176,000 | ) |
Total loans payable to related parties, long-term | |
| 7,171,904 | | |
| 7,004,629 | |
a. | To help address the Company’s capital needs to expand Cortes Campers production, Anthony R. Corpora, our chief executive officer, and Michal A. Coates, corporate controller, generously volunteered to take out personal loans and make those funds available to the Company. The Company entered into promissory notes with each of Messrs. Corpora and Coates reflecting these loans as follows: On July 17, 2023, executed an unsecured promissory note with Anthony R. Corpora for $97,920 terms were for 84 months at 14.49%. On July 17, 2023, executed an unsecured promissory note with Michael A. Coates for $50,000 terms were for 60 months at 11.42%. On August 17, 2023, executed an unsecured promissory note with Anthony R. Corpora for $89,000 terms were for 48 months at 18.36%. On August 29, 2023, executed an unsecured promissory note with Michael A. Coates for $75,000 terms were for 60 months at 13.35%. On September 29, 2023, executed an unsecured promissory note with Michael A. Coates for $77,250 terms were for 84 months at 19.49%. |
Loan payments to related parties were made through a combination of
direct payments to the noteholder and instructions from the noteholder to pay obligations to others on their behalf.
NOTE 8 – LOANS PAYABLE
Loans payable consisted of the following:
| |
September 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
Real Estate loan (a) | |
$ | 257,062 | | |
$ | 259,450 | |
Vehicle loans (b) | |
| 48,826 | | |
| 59,671 | |
Working capital (c) | |
| 35,771 | | |
| 122,135 | |
Total loans payable | |
| 341,659 | | |
| 441,256 | |
Loans payable, current portion | |
| (41,428 | ) | |
| (140,905 | ) |
Loans payable, net of current portion | |
$ | 300,231 | | |
$ | 300,351 | |
c. | On May 26, 2023, the Company entered into a $17,200 term loan with North Star Leasing Company for the purchase of a router. The loan requires monthly payment of $475 over the term of 60 months and has an interest rate of 14.58%. The loan balance as of September 30, 2023, was $16,392. Additional loan was made as follows: On May 19, 2023, a loan was made with Lending Point in the amount of $30,000 proceeds used for working capital, terms were for 60 months at the rate of 13.49% per annum. |
NOTE 9 – SHAREHOLDERS’ EQUITY
Common Shares Issued
During the quarter ended September 30, 2023, the Company 120,113 shares
of common stock for professional services received, at an average price of $0.10 per share and of 1,000,000 share of common stock at an
average price of $0.02 per share.
Summary of Warrants
There were no warrants granted or exercised during the quarter ended
September 30, 2023. Warrants for the period ended September 30, 2023, are $0.
NOTE 10 – INCOME TAXES
At December 31, 2021, the Company had available Federal and
state net operating loss carryforwards to reduce future taxable income. The amounts available were approximately$1,500,000 for Federal
and state purposes. The carryforwards expire in various amounts through 2041. Given the Company’s history of net operating losses,
management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the carryforwards.
Accordingly, the Company has not recognized a deferred tax assets for this benefit. Section 382 generally limits the use of NOLs and credits
following an ownership change, which occurs when one or more 5 percent shareholders increase their ownership, in aggregate, by more than
50 percentage points over the lowest percentage of stock owned by such shareholders at any time during the “testing period”
(generally three years).
Effective January 1, 2007, the Company adopted FASB guidelines that
address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial
statements. Under this guidance, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that
the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits
recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty
percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on de-recognition, classification,
interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and
as of September 30, 2023, and December 31, 2022, the Company did not have a liability for unrecognized tax benefits, and no adjustment
was required at adoption.
The Company’s policy is to record interest and penalties on uncertain
tax provisions as income tax expense. As of September 30, 2023, and December 31, 2022, the Company has not accrued interest or penalties
related to uncertain tax positions. Additionally, tax years 2018 through 2022 remain open to examination by the major taxing jurisdictions
to which the Company is subject.
Upon the attainment of taxable income by the Company, management will
assess the likelihood of realizing the tax benefit associated with the use of the carryforwards and will recognize the appropriate deferred
tax asset at that time.
NOTE 11 – LEGAL PROCEEDINGS
There were no reportable legal proceedings initiated during the quarter
ended September 30, 2023.
NOTE 12 – SUBSEQUENT EVENTS
On November 3, 2023, the Company secured a $120,750 note from 1800
Diagonal Lending LLC, to use for inventory purchasing. The note bears a one-time interest charge and ongoing interest rate of twelve (12%).
Nine monthly payments of $15,027 commence on December 15, 2023, with eight (8) subsequent payments each month thereafter.
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
Forward-Looking Statements
This quarterly report contains statements that are forward-looking
within the meaning of Section 21E of the Exchange Act. Forward-looking statements are statements other than historical facts, including,
without limitation, statements that are identified by words like “may,” “could,” “would,” “should,”
“will,” “believe,” “expect,” “anticipate,” “plan,” “predict,”
“estimate,” “target,” “project,” “intend,” or similar expressions. These statements include,
among others, statements regarding our current expectations, estimates and projections about future events and financial trends affecting
the financial condition and operations of our business. These statements are inherently subject to a variety of risks and uncertainties
that could cause actual results to differ materially from those expressed. You should not rely solely on these forward-looking statements
and should consider all uncertainties and risks throughout this document. Forward-looking statements are only predictions and not guarantees
of performance and speak only as of the date they are made. We do not undertake to update any forward-looking statement in light of new
information or future events.
Although we believe that the expectations, estimates and projections
reflected in the forward-looking statements in this report are based on reasonable assumptions when they were made, we cannot assure you
that these expectations, estimates and projections will be achieved. We believe the forward-looking statements in this report are reasonable;
however, you should not place undue reliance on any forward-looking statement, as they are based on current expectations. Future events
and actual results may differ materially from those discussed in the forward-looking statements. Some of the factors that could cause
actual results to differ materially from our expectations are discussed Risk Factors beginning on page 4 of our prospectus dated
September 18, 2023 and filed with the Securities and Exchange Commission on that date.
Overview
Unless the context otherwise requires, references in this report to
“USLG,” the “company,” “we,” “us” and “our” refer to US Lighting Group, Inc.
and its wholly-owned subsidiaries.
We are an innovative composite manufacturer utilizing advanced fiberglass
technologies in growth sectors such as high-end recreational vehicles (RVs), prefabricated off-grid houses, and high-performance powerboats.
We derive expertise and inspiration from the marine industry, where the harshest conditions are expected and met with superior engineering
and the latest in composite technology. Molded fiberglass products are exceptionally strong, lightweight and durable. Composite materials
are also corrosion resistant and provide efficient insulation, making them attractive for both outdoor enthusiasts and residential housing
needs. Molded construction allows for the creation of irregular, unusual or circular objects, which permits the innovative shapes and
features of our products. As of September 30, 2023, our revenue was driven by shipments of fiberglass campers marketed under the Cortes
Campers brand.
Cortes Campers designs and manufactures high-end molded fiberglass
RV travel trailers and campers designed for comfort, style and durability. We utilize superior quality materials and fiberglass construction
resulting in significantly stronger, more durable and lighter weight products. Cortes Campers’ first product is the Cortes 17, a
17-foot long single axle tow-behind molded fiberglass camper. In the second quarter of 2023, we introduced a new floorplan, Cortes 16,
which has expanded sleeping capacity with a king size bed. We are currently developing additional models, including a larger, family-oriented
all composite 22-foot travel trailer. Cortes Campers has established a network of professional RV dealerships to market and distribute
its products. As of September 30, 2023, Cortes Campers are available through 38 dealer locations in US and Canada.
Recognizing that we could utilize many of the same technologies and
manufacturing processes we have perfected for the Cortes Campers line of RVs to make small, prefabricated homes, we began exploring the
market in early 2022. The international tiny-house movement has gained new relevance in the recent years as the quest for off-grid, rugged,
prefabricated homes has entered the mainstream and was further fueled by the COVID-19 pandemic. We named our modular housing line Futuro
Houses after the Futuro Pod, the iconic “UFO house” designed by Finnish architect Matti Suuronen, of which fewer than one
hundred were built during the late 1960s and early 1970s. Our first home design is an update of the original Futuro utilizing modular
construction and fiberglass for structural integrity and energy efficiency and designed to address modern residential requirements in
a 600-square-foot living space. The Futuro can also serve as a commercial structure as it is currently available as a “shell kit”
to be outfitted by consumers to meet their needs. We exhibited the Futuro house at the Cleveland Home & Remodeling Expo in March 2023,
signed our first distributor in New York, and sold our first home in May 2023. During the third quarter, we developed and built the first
prototype of our FH-200 model, a fiberglass tiny home with 200 square feet of living space. We are currently exploring market opportunities
for the FH-200 with various municipal governments seeking to provide housing for disadvantaged communities.
In early 2021, we formed Fusion X Marine to design, manufacture and
distribute high-performance speed boats utilizing advanced fiberglass composites. Our first boat model is the X-15, a miniature speed
boat designed for rental sites and excursions, as well as to serve as an entry-level boat for first time buyers. Tooling and molds have
been developed for this model and the X-15 is expected to go into production in the fourth quarter of 2023. The similarly styled X-27
is a 27-foot fiberglass V-hull speedboat and is designed for speed and superior maneuverability. The tooling and molds for the X-27 are
currently under development and the model is not yet available for pre-orders. As of September 30, 2023, Fusion X Marine has not generated
revenue for us.
We plan to expand our manufacturing footprint, enhance production techniques,
and develop more products in the RV, marine and composite housing sectors. Our current R&D efforts are focused on future tow-behind
camper models under Cortes Campers brand as well as prefabricated housing segment.
Our headquarters, manufacturing and research and development facilities
are located at 1148 East 222nd Street, Euclid, Ohio, 44117. Our website is www.USLightingGroup.com.
Recent Events
Cortes Campers participated in the 2023 RV Show in Hershey, Pennsylvania
in partnership with its dealer, Liberty RV of Gettysburg, Pennsylvania. The event, aptly titled “America’s Largest RV Show,”
included nearly 1,500 vehicles from approximately 35 manufacturers and ran from September 13-17, 2023 at the Giant Center in Hershey;
thousands of customers, dealers, and interested parties visited the show. We then exhibited products at the Elkhart RV Dealer Open House
from September 25-27 in Elkhart, Indiana. This event, dubbed the “Largest RV Dealer Show on Earth,” showcased our Cortes Campers
RVs for distributors from across North America.
Company History
The company was originally incorporated in the State of Florida on
October 17, 2003, under the name Luxurious Travel Corp. Initially the company developed hotel booking software, but subsequently exited
that business. On July 13, 2016, we acquired a company named US Lighting Group, Inc. (founded in 2013) and changed our corporate name
to US Lighting Group, Inc. on August 9, 2016. At the time, the company designed and manufactured commercial LED lighting. Ultimately,
we decided to exit the LED lighting market, which was being negatively impacted by inexpensive import products, and enter new business
lines focused on recreational products manufactured from advanced composite materials.
Results of Operations for the Three Months Ended September 30,
2023, Compared to the Three Months Ended September 30, 2022
Sales
Total unit sales from operations for the quarter ended September 30,
2023 were $705,152, compared to 516,000 in the third quarter of 2022, an increase of $189,122. We believe that the decrease in expected
sales is the result of the overall general decline for the RV industry as a whole. Results for the RV Industry Association’s September
2023 survey of manufacturers found that total RV shipments ended the month with 24,700 units, a decrease of 12.9% compared to the 28,363
units shipped in September 2022. Year to date, RV shipments are down 42.8% with 238,121 units. The introduction of our latest model, the
Cortes 16, in July, required general production adjustments that also impacted our unit production rate. Our R&D focus is currently
on the next Cortes model, the Cortes 22, which has an anticipated release date of late 2023.
Cost of Goods Sold
Cost of goods sold from for the quarter ended September 30, 2023, were
$688,585, compared to $528,000 for the third quarter of 2022. The increased cost of goods sold relates to the year over year increases
in camper sales by Cortes Campers.
Operating Expenses
Selling, general and administrative expenses were $652,467 for the
quarter ended September 30, 2023, compared to $526,000 for the third quarter of 2022, an increase of $126,467, or 24%. The increase over
the prior year can be attributed to increased personnel costs associated with Cortes Campers and the cost of being a public company.
We had no product development costs for the quarters ended September
30, 2023, compared to $78,000 as of September 30, 2022.
Other Income/Expense
During the quarter ended September 30, 2023, we had total other expense
of $54,936, compared to $47,000 for the third quarter of 2022.
Net Loss
As a result of the factors discussed above, we had a net loss of $640,835
for the quarter ended September 30, 2023, compared to a net loss of $663,000 for the third quarter of 2022.
Results of Operations for the Nine Months Ended September 30,
2023 Compared to the Nine Months Ended September 30, 2022
Sales
Total unit sales from operations for the nine months ended September
30, 2023, were $2,972,220, compared to $641,000 for the nine months ended September 30, 2022, an increase of $2,331,220. The increase
in sales is attributed to new Cortes Campers sales. For year-to-date, sales also includes $120,502 from Futuro dealer licensing fees.
Cost of Goods Sold
Cost of goods sold for the nine months ended the September 30, 2023,
were $2,210,820, compared to $754,000 for the nine months ended the September 30, 2022. The cost of goods sold for 2023 relates to increased
camper sales by Cortes Campers.
Operating Expenses
Selling, general and administrative expenses (“SG&A”)
from continuing operations were $1,602,009 for the nine months ended September 30, 2023, compared to $1,134,000 for the first nine months
of 2022, an increase of $468,009, or 41%. The increase over the prior year can be attributed to increased personnel costs associated with
expanded Cortes Campers and higher professional fees related to reporting as a public company.
We had product development costs of $123,000 for the nine months ended
September 30, 2022.
Other Income/Expense
During the nine months ended September 30, 2023, we had total other
expense of $71,002, all relating to interest expense. This compares to $275,000 for the first nine months of 2022, which included, unrealized
loss of $288,000, realized loss from investments of $18,000, interest income of $4,000, interest expenses of $56,000 and gain on disposal
of fixed assets of $23,000.
Net Loss
As a result of the factors discussed above, we had a net loss of $791,108
for the nine months ended September 30, 2023, compared to a net loss of $1,645,000 for the first nine months of 2022. Our overall net
loss decreased mainly due to increased revenues.
Liquidity and Capital Resources
Net cash used in operating activities for the nine months ended September
30, 2023, was $196,505, compared to net cash used in operating activities of $1,417,000 for the nine months of 2022.
Net cash used in investing activities was $521,467 for the nine months
ended September 30, 2023, compared to $1,068,000 provided by investing activities for the nine months of 2022. The difference is primarily
due to the sale of fixed assets of $35,000 for the nine months of 2022 and proceeds of $1,341,000 received from trading securities.
Net cash provided by financing activities for the nine months ended
September 30, 2023, was $597,559, which included proceeds of $167,500 received from the sale of common stock and proceeds of $566,966
from loans payable and related party loans. Total loan payments were $136,907. Net cash provided by financing activities for the third
quarter of 2022 was $125,000, which included proceeds of $80,000 from the sale of common stock, $561,000 from proceeds of notes payable
to related parties, $105,000 as payment of loans payable and $411,000 for payments on notes payable to related parties.
Critical Accounting Policies and Estimates
Please refer to our Annual Report on Form 10-K for the year ended December
31, 2022 for a full discussion of our critical accounting policies. The Company has amended and replaced its previously disclosed accounting
policy for revenue recognition with that in Note 1 to the accompanying footnotes to the financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market
Risk.
Because USLG is a “smaller reporting company” as defined
by the Securities and Exchange Commission we are not required to provide additional market risk disclosure.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures
that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded,
processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed
or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial
Officer, to allow timely decisions regarding required disclosure.
As required by Rules 13(a)-15(e) and 15(d)-15(e) under the
Exchange Act, at the time the Original Quarterly Report was filed, our Chief Executive Officer and Chief Financial Officer carried
out evaluations of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2023, and
concluded that our disclosure controls and procedures were effective. After filing the March 31, 2023 Form 10-Q, while preparing
this report, the Company identified a material weakness in internal control over financial reporting as described below. As a
result, our Chief Executive Officer and Chief Financial Officer have re-evaluated the disclosure controls and procedures and
concluded that our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) under the Exchange Act) were
not effective as of September 30, 2023, due to the material weakness in internal control over financial reporting as described
below.
Material Weakness in Internal Control over Financial Reporting
A material weakness is a deficiency, or a combination of deficiencies,
in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or
interim financial statements will not be prevented or detected on a timely basis. Management identified a material weakness in our internal
control over financial reporting as of September 30, 2023 that prevented us appropriately determining the required revenue recognition
accounting treatment for fees received from Futuro Houses dealer territory agreements, which was a new type of transaction for the Company
beginning in 2023.
Remediation Plan
With oversight from the Board of Directors and input from management,
the Company has begun designing and implementing changes in processes and controls to remediate the material weakness described above
and to enhance our internal control over financial reporting, including a control to review types of transactions we are encountering
for the first time and more extensively evaluating the applicable accounting guidance including where applicable seeking outside advisory
services to assist us in that evaluation.
Changes in Internal Control Over Financial Reporting
Other than described above, there have been no changes in our internal
control over financial reporting during the quarter ended September 30, 2023 that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
There were no reportable legal proceedings initiated, or material events
in previously reported legal proceedings, during the third quarter.
Item 1A. Risk Factors.
Please refer to the risk factors listed under Risk Factors beginning
on page 4 of our prospectus dated September 18, 2023 and filed with the Securities and Exchange Commission on that date for information
relating to certain risk factors applicable to USLG.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
In July 2023, we issued 120,113 unregistered shares of our common stock
valued at an average of approximately $0.10 a share to our corporate law firm for legal services provided to USLG during the first half
of the year. The issuance of shares to our law firm was exempt from registration under Section 4(a)(2) of the Securities Act.
On July 14, 2023, we entered into a common stock purchase agreement
with Alumni Capital LP establishing an equity line pursuant to which Alumni agreed to purchase up to $1.0 million of our common stock.
As required by the purchase agreement, on September 1, 2023 we filed a registration statement to register the resale of any shares we
sell to Alumni. The registration statement was declared effective on September 15, and on September 28 we sold Alumni 1.0 million
shares of common stock for $0.016 a share, or $16,000 in the aggregate. We used the sale proceeds for general working capital purposes.
The per share purchase price that Alumni paid for our shares pursuant to the purchase agreement is based on the trading price of our shares
and is equal to 80% of the lowest traded price of our stock during the six business days prior to the date the sale of the shares closes.
Because we were required to deliver the shares to Alumni before Alumni paid for them, Alumni sold shares in the market during the pricing
period, driving down the price that they were then required to pay for the shares. Based on Alumni’s handling of the first closing,
we do not currently plan to draw on the equity line again and sell any additional shares to Alumni. The issuances of shares to Alumni
was exempt from registration under Section 4(a)(2) of the Securities Act.
Item 3. Defaults Upon Senior Securities.
During the quarter ended September 30, 2023, USLG was not in material
default with respect to any of its material indebtedness.
Item 4. Mine Safety Disclosures.
We are not engaged in mining operations.
Item 5. Other Information.
We have disclosed on Form 8-K all reportable events that occurred in
the quarter ended September 30, 2023.
Item 6. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
US Lighting Group, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
US Lighting Group, Inc. |
|
|
November 21, 2023 |
/s/ Anthony Corpora |
|
By Anthony Corpora, Chief Executive Officer
(Principal Executive Officer) |
|
|
November 21, 2023 |
/s/ Donald O. Retreage, Jr. |
|
By Donald O. Retreage, Jr., Chief Financial Officer
(Principal Financial Officer) |
|
|
November 21, 2023 |
/s/ Michael A. Coates |
|
By Michael A. Coates, Corporate Controller
(Principal Accounting Officer) |
18
U.S. Lighting Group, Inc.
false
--12-31
Q3
0001536394
0001536394
2023-01-01
2023-09-30
0001536394
2023-11-17
0001536394
2023-09-30
0001536394
2022-12-31
0001536394
us-gaap:RelatedPartyMember
2023-09-30
0001536394
us-gaap:RelatedPartyMember
2022-12-31
0001536394
2023-07-01
2023-09-30
0001536394
2022-07-01
2022-09-30
0001536394
2022-01-01
2022-09-30
0001536394
us-gaap:PreferredStockMember
2022-12-31
0001536394
us-gaap:CommonStockMember
2022-12-31
0001536394
us-gaap:AdditionalPaidInCapitalMember
2022-12-31
0001536394
us-gaap:RetainedEarningsMember
2022-12-31
0001536394
us-gaap:PreferredStockMember
2023-01-01
2023-03-31
0001536394
us-gaap:CommonStockMember
2023-01-01
2023-03-31
0001536394
us-gaap:AdditionalPaidInCapitalMember
2023-01-01
2023-03-31
0001536394
us-gaap:RetainedEarningsMember
2023-01-01
2023-03-31
0001536394
2023-01-01
2023-03-31
0001536394
us-gaap:PreferredStockMember
2023-03-31
0001536394
us-gaap:CommonStockMember
2023-03-31
0001536394
us-gaap:AdditionalPaidInCapitalMember
2023-03-31
0001536394
us-gaap:RetainedEarningsMember
2023-03-31
0001536394
2023-03-31
0001536394
us-gaap:PreferredStockMember
2023-04-01
2023-06-30
0001536394
us-gaap:CommonStockMember
2023-04-01
2023-06-30
0001536394
us-gaap:AdditionalPaidInCapitalMember
2023-04-01
2023-06-30
0001536394
us-gaap:RetainedEarningsMember
2023-04-01
2023-06-30
0001536394
2023-04-01
2023-06-30
0001536394
us-gaap:PreferredStockMember
2023-06-30
0001536394
us-gaap:CommonStockMember
2023-06-30
0001536394
us-gaap:AdditionalPaidInCapitalMember
2023-06-30
0001536394
us-gaap:RetainedEarningsMember
2023-06-30
0001536394
2023-06-30
0001536394
us-gaap:PreferredStockMember
2023-07-01
2023-09-30
0001536394
us-gaap:CommonStockMember
2023-07-01
2023-09-30
0001536394
us-gaap:AdditionalPaidInCapitalMember
2023-07-01
2023-09-30
0001536394
us-gaap:RetainedEarningsMember
2023-07-01
2023-09-30
0001536394
us-gaap:PreferredStockMember
2023-09-30
0001536394
us-gaap:CommonStockMember
2023-09-30
0001536394
us-gaap:AdditionalPaidInCapitalMember
2023-09-30
0001536394
us-gaap:RetainedEarningsMember
2023-09-30
0001536394
us-gaap:PreferredStockMember
2021-12-31
0001536394
us-gaap:CommonStockMember
2021-12-31
0001536394
us-gaap:AdditionalPaidInCapitalMember
2021-12-31
0001536394
us-gaap:RetainedEarningsMember
2021-12-31
0001536394
2021-12-31
0001536394
us-gaap:PreferredStockMember
2022-01-01
2022-03-31
0001536394
us-gaap:CommonStockMember
2022-01-01
2022-03-31
0001536394
us-gaap:AdditionalPaidInCapitalMember
2022-01-01
2022-03-31
0001536394
us-gaap:RetainedEarningsMember
2022-01-01
2022-03-31
0001536394
2022-01-01
2022-03-31
0001536394
us-gaap:PreferredStockMember
2022-03-31
0001536394
us-gaap:CommonStockMember
2022-03-31
0001536394
us-gaap:AdditionalPaidInCapitalMember
2022-03-31
0001536394
us-gaap:RetainedEarningsMember
2022-03-31
0001536394
2022-03-31
0001536394
us-gaap:PreferredStockMember
2022-04-01
2022-06-30
0001536394
us-gaap:CommonStockMember
2022-04-01
2022-06-30
0001536394
us-gaap:AdditionalPaidInCapitalMember
2022-04-01
2022-06-30
0001536394
us-gaap:RetainedEarningsMember
2022-04-01
2022-06-30
0001536394
2022-04-01
2022-06-30
0001536394
us-gaap:PreferredStockMember
2022-06-30
0001536394
us-gaap:CommonStockMember
2022-06-30
0001536394
us-gaap:AdditionalPaidInCapitalMember
2022-06-30
0001536394
us-gaap:RetainedEarningsMember
2022-06-30
0001536394
2022-06-30
0001536394
us-gaap:PreferredStockMember
2022-07-01
2022-09-30
0001536394
us-gaap:CommonStockMember
2022-07-01
2022-09-30
0001536394
us-gaap:AdditionalPaidInCapitalMember
2022-07-01
2022-09-30
0001536394
us-gaap:RetainedEarningsMember
2022-07-01
2022-09-30
0001536394
us-gaap:PreferredStockMember
2022-09-30
0001536394
us-gaap:CommonStockMember
2022-09-30
0001536394
us-gaap:AdditionalPaidInCapitalMember
2022-09-30
0001536394
us-gaap:RetainedEarningsMember
2022-09-30
0001536394
2022-09-30
0001536394
2020-05-17
2020-05-17
0001536394
us-gaap:BuildingAndBuildingImprovementsMember
2023-09-30
0001536394
us-gaap:BuildingAndBuildingImprovementsMember
2022-12-31
0001536394
us-gaap:LandMember
2023-09-30
0001536394
us-gaap:LandMember
2022-12-31
0001536394
us-gaap:VehiclesMember
2023-09-30
0001536394
us-gaap:VehiclesMember
2022-12-31
0001536394
us-gaap:OfficeEquipmentMember
2023-09-30
0001536394
us-gaap:OfficeEquipmentMember
2022-12-31
0001536394
us-gaap:ToolsDiesAndMoldsMember
2023-09-30
0001536394
us-gaap:ToolsDiesAndMoldsMember
2022-12-31
0001536394
uslg:ToolingAndFixturesMember
2023-09-30
0001536394
uslg:ToolingAndFixturesMember
2022-12-31
0001536394
uslg:OtherEquipmentMember
2023-09-30
0001536394
uslg:OtherEquipmentMember
2022-12-31
0001536394
us-gaap:FurnitureAndFixturesMember
2023-09-30
0001536394
us-gaap:FurnitureAndFixturesMember
2022-12-31
0001536394
us-gaap:ConstructionInProgressMember
2023-09-30
0001536394
us-gaap:ConstructionInProgressMember
2022-12-31
0001536394
2022-01-01
2022-12-31
0001536394
uslg:PromissoryNoteMember
2022-08-05
0001536394
2022-08-05
0001536394
uslg:MrSpivakMember
2022-12-31
0001536394
uslg:MrSpivakMember
2022-12-31
0001536394
uslg:PromissoryNoteMember
uslg:AnthonyRMember
2023-07-17
0001536394
uslg:PromissoryNoteMember
uslg:AnthonyRMember
2023-07-17
2023-07-17
0001536394
uslg:PromissoryNoteMember
uslg:MichaelAMember
2023-07-17
0001536394
uslg:PromissoryNoteMember
uslg:MichaelAMember
2023-07-17
2023-07-17
0001536394
uslg:PromissoryNoteMember
uslg:AnthonyRMember
2023-08-17
0001536394
uslg:PromissoryNoteMember
uslg:AnthonyRMember
2023-08-17
2023-08-17
0001536394
uslg:PromissoryNoteMember
uslg:MichaelAMember
2023-08-29
0001536394
uslg:PromissoryNoteMember
uslg:MichaelAMember
2023-08-29
2023-08-29
0001536394
uslg:PromissoryNoteMember
uslg:MichaelAMember
2023-09-29
0001536394
uslg:PromissoryNoteMember
uslg:MichaelAMember
2023-09-29
2023-09-29
0001536394
2022-08-05
2022-08-05
0001536394
uslg:LoanPayableToOfficersshareholdersMember
2023-09-30
0001536394
uslg:LoanPayableToOfficersshareholdersMember
2022-12-31
0001536394
uslg:LoanPayableToRelatedPartyPastDueMember
2023-09-30
0001536394
uslg:LoanPayableToRelatedPartyPastDueMember
2022-12-31
0001536394
us-gaap:RelatedPartyMember
2023-09-30
0001536394
us-gaap:RelatedPartyMember
2022-12-31
0001536394
uslg:LoanPayableToRelatedPartyCurrentPortionMember
2023-09-30
0001536394
uslg:LoanPayableToRelatedPartyCurrentPortionMember
2022-12-31
0001536394
uslg:LoansPayableToRelatedPartiesLongtermMember
2023-09-30
0001536394
uslg:LoansPayableToRelatedPartiesLongtermMember
2022-12-31
0001536394
uslg:ApexCommercialCapitalCorpMember
2020-08-26
0001536394
2020-08-26
2020-08-26
0001536394
srt:MinimumMember
uslg:ApexCommercialCapitalCorpMember
2020-08-26
0001536394
srt:MaximumMember
uslg:ApexCommercialCapitalCorpMember
2020-08-26
0001536394
2023-05-26
0001536394
us-gaap:LoansPayableMember
2023-04-19
0001536394
2023-04-19
0001536394
srt:ChiefExecutiveOfficerMember
2020-08-26
2020-08-26
0001536394
us-gaap:RealEstateLoanMember
2023-09-30
0001536394
us-gaap:RealEstateLoanMember
2022-12-31
0001536394
uslg:VehicleLoansMember
2023-09-30
0001536394
uslg:VehicleLoansMember
2022-12-31
0001536394
uslg:WorkingCapitalMember
2023-09-30
0001536394
uslg:WorkingCapitalMember
2022-12-31
0001536394
us-gaap:CommonStockMember
2023-09-30
0001536394
us-gaap:WarrantMember
2023-09-30
0001536394
2021-01-01
2021-12-31
0001536394
srt:MinimumMember
uslg:OwnershipChangeMember
2021-12-31
0001536394
srt:MaximumMember
uslg:OwnershipChangeMember
2021-12-31
0001536394
us-gaap:SubsequentEventMember
2023-11-03
2023-11-03
0001536394
srt:ScenarioForecastMember
uslg:PromissoryNoteMember
2023-12-15
0001536394
srt:ScenarioForecastMember
2023-12-15
2023-12-15
xbrli:shares
iso4217:USD
iso4217:USD
xbrli:shares
xbrli:pure
1. I have reviewed this Quarterly Report on Form 10-Q of US Lighting
Group, Inc. for the period ending September 30, 2023;
2. Based on my knowledge, this report does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements,
and other financial information included in this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer
and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
a) Designed such disclosure controls and procedures,
or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Designed such internal control over financial
reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s
disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the
registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5. The registrant’s other certifying officer
and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses
in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant’s internal control over financial reporting.
I, Donald O. Retreage Jr., certify that:
1. I have reviewed this Quarterly Report on Form
10-Q of US Lighting Group, Inc. for the period ending September 30, 2023;
2. Based on my knowledge, this report does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements,
and other financial information included in this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer
and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant
and have:
a) Designed such disclosure controls and procedures,
or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Designed such internal control over financial
reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s
disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the
registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5. The registrant’s other certifying officer
and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors
and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses
in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant’s internal control over financial reporting.
In connection with the filing of the Quarterly
Report of US Lighting Group, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2023 (the “Report”)
with the Securities and Exchange Commission, I, Anthony Corpora, Chief Executive Officer of the Company, and I, Donald O. Retreage Jr.,
Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the
information contained in the Report fairly presents, in all material respects, the financial condition and the results of operations of
the Company for such period.