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 March 31, 2024

 

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 May 1, 2024.

 

 

 

 

 

 

Table of Contents

 

Item 1. Financial Statements. 1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 11
Forward-Looking Statements 11
Overview 11
Recent Events 12
Corporate Structure and History 12
Results of Operations for the Three Months Ended March 31, 2024, Compared to the Three Months Ended March 31, 2023 13
Liquidity and Capital Resources 13
Critical Accounting Policies and Estimates 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk. 14
Item 4. Controls and Procedures. 14
Evaluation of Disclosure Controls and Procedures 14
Changes in Internal Control Over Financial Reporting 14
Item 1. Legal Proceedings. 15
Item 1A. Risk Factors. 15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 15
Item 3. Defaults Upon Senior Securities. 15
Item 4. Mine Safety Disclosures. 15
Item 5. Other Information. 15
Item 6. Exhibits. 15

 

i

 

 

PART I — FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

US LIGHTING GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

   March 31,   December 31, 
   2024   2023 
ASSETS  (Unaudited)     
Current Assets:        
Cash  $49,056   $
-
 
Accounts receivable   113,239    155,023 
Prepaid expenses and other current assets   52,257    59,176 
Inventory   112,953    151,136 
           
Total Current Assets   327,504    365,335 
           
Property and equipment, net   2,677,693    

2,704,554

 
           
Total Assets  $3,005,197   $3,069,889 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)          
Current Liabilities:          
Accounts payable  $1,111,097   $1,025,076 
Accrued expenses   378,943    289,543 
Accrued payroll to former officer   125,167    125,167 
Deferred revenue   185,196    151,839 
Loan payable, current   124,007    169,634 
Loans payable, related party   116,362    116,362 
Total Current Liabilities   2,040,772    1,877,622 
           
Loans payable, net of current portion   263,502    267,463 
Loans payable, related party   5,789,090    5,574,017 
Total Liabilities   8,093,364    7,719,102 
           
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    10,494 
Additional paid-in-capital   21,976,580    21,976,581 
Accumulated deficit   (27,075,241)   (26,636,288)
Total Shareholders’ Equity (Deficit)   (5,088,167)   (4,649,213)
           
Total Liabilities and Shareholders’ Equity (Deficit)  $3,005,197   $3,069,889 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

1

 

 

US LIGHTING GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

 

   For the Three Months ended
March 31,		 
   2024   2023 
         
Net sales  $290,542   $1,025,737 
Cost of goods sold   339,731    701,319 
Gross profit (loss)   (49,189)   324,418 
           
Operating expenses:          
Selling, general and administrative expenses   355,710    472,349 
Total operating expenses   355,710    472,349 
           
Loss from operations   (404,900)   (147,931)
           
Other income (expense):          
Interest Income   256    249 
Interest expense   (34,260)   (7,046)
Total other income (expense)   (34,004)   (6,797)
           
Income (loss) before tax provision   (438,904)   (154,728)
           
Tax Provision   (50)   
-
 
           
Net income (loss)  $(438,954)  $(154,728)
           
Basic income (loss) per share  $(0.00)  $(0.00)
Diluted income (loss) per share  $(0.00)  $(0.00)
           
Weighted average common shares outstanding, basic   102,247,905    98,947,384 
Weighted average common shares outstanding, diluted   102,247,905    98,947,384 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

2

 

 

US LIGHTING GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(Unaudited)

 

                   Additional       Total 
   Preferred Stock   Common Stock   Paid-In   Accumulated   Stockholders’ 
   Shares   Amount   Shares   Amount   Capital   Deficit   Equity 
                             
Balance, December 31, 2023   
-
   $
-
    102,786,188   $10,494   $21,976,581   $(26,636,288)  $(4,649,213)
Sale of Common Stock        
 
    -    
-
    
-
    
 
    
-
 
Net Income (Loss)        
 
                   (438,954)   (438,954)
Balance, March 31, 2024   
-
   $
-
    102,786,188   $10,494   $21,976,581   $(27,075,242)  $(5,088,167)
                                    
                                    
Balance, December 31, 2022   
-
    
-
    99,934,825   $10,209   $19,771,111   $(25,531,320)  $(5,750,000)
Sale of Common Stock             1,675,000    167    167,332         167,500 
Stock issued for services & compensation        
 
    -    -    
-
         
-
 
Forgiveness of shareholder loan & accrued interest                       
-
         
-
 
Net Income (Loss)        
 
         
 
    
 
    (154,728)   (154,728)
Balance, March 31, 2023   
-
   $
-
    101,609,825   $10,376   $19,938,443   $(25,686,048)  $(5,737,229)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

3

 

 

US LIGHTING GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

 

   For the Three Months Ended
March 31,		 
   2024   2023 
         
Cash Flows from Operating Activities:        
Net loss  $(438,954)  $(154,728)
Adjustments to reconcile net loss to net          
cash used in operating activities:          
Depreciation   50,891    44,822 
Changes in Assets and Liabilities:          
Accounts receivable   41,784    (156,706)
Inventory   38,183    11,496 
Prepaid expenses and other current assets   6,919    6,254 
Accounts payable   86,021    38,660 
Accrued expenses   89,400    
-
 
Deferred revenue   33,357    179,498 
Accrued interest on loans   
-
    (49,488)
Accrued interest on related party loans   
-
    (211,964)
Net cash used in operating activities   (92,398)   (292,156)
           
Cash Flows from Investing Activities:          
Purchase of property and equipment   (24,031)   (190,221)
Net cash (used in) provided by investing activities   (24,031)   (190,221)
           
Cash Flows from Financing Activities:          
Proceeds from sale of common stock   
-
    167,500 
Proceeds from loans payable   
-
    236,191 
Proceeds from notes payable, related party   283,372    
-
 
Payment of loans payable   (49,588)   
-
 
Payments on notes payable related party   (68,299)   
-
 
Net cash provided by financing activities   165,485    403,691 
           
Net change in cash   49,056    (78,686)
Cash beginning of period   
-
    124,529 
Cash end of period  $49,056   $45,843 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4

 

 

US LIGHTING GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

 

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.

 

On October 6, 2023, we formed Fusion X Automotive, LLC to design, manufacture and distribute automotive aftermarket composite products, such as automotive body parts and light versions of sough-after vehicle replacement components. We have been in the design and R&D stage for this product line throughout the first quarter of 2024.

 

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 March 31, 2024, 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 consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

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.

 

5

 

 

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 in cash.

 

Cash Equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. As of March 31, 2024 and December 31, 2023, we had no cash equivalents.

 

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, Fusion X Automotive, LLC, and Mig Marine Corp. All intercompany transactions and balances have been eliminated in consolidation.

 

Basic and Diluted Earnings Per Share

 

Basic earnings per share are computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed by dividing the net income applicable to common shareholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common shares during the reporting period.

 

As of March 31, 2024, and December 31, 2023, respectively, there are no shares of common stock issuable under convertible note agreements.

 

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.

 

6

 

 

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.

 

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.

 

For the period ended March 31, 2024, the Company recognized a net loss of $438,954 and cash used in operating activities was $92,398. 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 – PROPERTY AND EQUIPMENT

 

Property and equipment consists of the following at March 31, 2024, and December 31, 2023:

 

   March 31,   December 31, 
   2024   2023 
Building and improvements  $676,025   $676,025 
Land   96,000    96,000 
Vehicles   127,262    127,262 
Office equipment   18,421    18,421 
Production molds and fixtures   1,408,160    1,408,160 
Tooling and fixtures   757,031    733,001 
Other equipment   90,132    90,132 
Furniture and fixtures   4,746    4,746 
Total property and equipment cost   3,177,776    3,153,747 
Less: accumulated depreciation and amortization   (500,084)   (449,193)
Property and equipment, net  $2,677,693   $2,704,554 

 

7

 

 

NOTE 5 – 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 March 31, 2024, and December 31, 2023. Deferral of wages ended on August 9, 2021, when the Company’s former CEO resigned from that position.

 

NOTE 6 – LOANS PAYABLE TO RELATED PARTIES

 

Loans payable to related parties consists of the following at March 31, 2024 and December 31, 2023:

 

   2024   2023 
On August 5, 2022, the Company acquired Mig Marine from Paul Spivak, for a delayed cash deposit payment of $638,333 and a 6.25% interest bearing seller note in the amount of $6,195,000. The balance outstanding as of December 31, 2022 includes accrued interest of $126,926. During 2023 an agreement was executed resulting in the forgiveness of the accrued interest as of December 31, 2022 and no interest accrual during 2023. As Paul Spivak is a related party and a significant shareholder of the Company, the forgiveness of the accrued interest was treated as an in-substance capital contribution in 2023. In March 2024, the Company executed another cancellation of debt agreement with Paul Spivak. Pursuant to that agreement, Spivak cancelled and forgave the $638,333 deposit and $1,195,000 of the principal of the note effective December 31, 2023. In addition, no interest will accrue on the remaining note in 2024 and the final payment of the note is due December 1, 2029. The agreement effective December 31, 2023, was also treated as an in-substance capital contribution in 2023.  $5,000,000   $5,000,000 
Loans payable to Paul Spivak issued in at various dates in 2023 and 2024. The loans are at zero percent interest. Paul Spivak has agreed to defer any payments through 2025.   364,539    153,167 
Loan payable to Olga Smirnova, Director of the Company, who on April 18, 2023 executed a $30,000 personal loan with First Electronic Bank and advanced the proceeds to the Company. The loan accrues interest at 13.49% and 60 payments of principal and interest through maturity in April 2028.   25,892    27,445 
Loans payable to Anthony R. Corpora issued in October and December 2022 and July and August 2023. $126,238 of the notes have a zero percent interest rate. The other notes are payable over terms of 48 to 84 months with interest rates ranging from 14.99% to 19.49%.   296,632    303,037 
Loans payable to Michael A. Coates, the Company’s CFO, issued at various dates in 2023 and 2024. The notes are payable over periods of 60 to 84 months with interest rates ranging from 11.42% to 19.49%.   218,389    206,730 
Total loans payable to related parties   5,905,452    5,690,379 
Less: current portion   (116,362)   (116,362)
Loans payable to related parties - long-term  $5,789,090   $5,574,017 

 

8

 

 

NOTE 7 – LOANS PAYABLE

 

We have the following outstanding loans as of March 31, 2024 and December 31, 2023:

 

   2024   2023 
On August 26, 2020, the Company entered into a loan agreement with Apex Commercial Capital Corp. in the principal amount of $265,339 with interest at 9.49% per annum and due on September 10, 2030. The loan requires 119 monthly payments of $2,322, with a final balloon payment of $224,835 due September 10, 2030. The loan is guaranteed by the Company, the Company’s former CEO, and secured by the Company’s real estate.  $255,286   $256,184 
The Company purchases vehicles for employees and research and development activities. Generally, vehicles are sold or traded in at the end of the vehicle loan period. There were two vehicle loans outstanding at December 31, 2023, with original loan periods of 72 and 144 months, and interest rates of zero percent to 10.99%.   42,622    45,109 
On November 7, 2022, the Company entered into a $150,000 term loan with Fresh Funding related to working capital for the production of campers. The loan requires monthly payments over the term of 12 months, has an interest rate of 38% per annum, and is guaranteed by the former CEO.   8,239    14,036 
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%.   14,979    15,555 
On November 2, 2023, the Company entered into a $120,750 note with 1800 Diagonal Lending LLC. The note bears interest at an effective rate of 60%.  Payments of principal and interest are payable in 9 monthly installments through maturity of August 15, 2024. Upon an event of default, the holder may convert the all or part of the note and accrued interest into shares of the Company’s common stock at a discount of 39% from the lowest trading price during the 10-day period prior to conversion.   66,383    106,213 
Total loans payable   387,509    437,097 
Less: current portion   (124,007)   (169,634)
Loans payable, long term  $263,502   $267,463 

 

9

 

 

NOTE 8 – SHAREHOLDERS’ EQUITY

 

Common shares issued for cash

 

No stock was issued during the quarter ended March 2024. For the quartered ended March 2023, the Company received proceeds of $167,500 on the private placement of 1,675,000 shares of common stock, at an aver price of $0.10

 

Summary of Warrants

 

There were no warrants granted or exercised during the quarters ended March 2024 and 2023. Warrants for the period ended March 31, 2024, are $0.

 

NOTE 9 – INCOME TAXES

 

At December 31, 2023, the Company had available Federal and state net operating loss carryforwards to reduce future taxable income. The federal amount available is approximately $6,000,000. The carryforwards expire in various amounts through 2042. 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).

 

NOTE 10 – LEGAL PROCEEDINGS

 

There were no reportable legal proceedings initiated, or material developments in previously reported legal proceedings for the quarter ended March 2024.

 

NOTE 11 – SUBSEQUENT EVENTS

 

Subsequent to March 31, 2024, the Company received additional loans payable to related parties totaling $28,760. Each such loan is non-interest-bearing and payable on demand.

 

On May 13, 2024, the Company and 1800 Diagonal Lending LLC, modified the terms of the note. Monthly payments of principal and interest have been reduced to $7,500 and maturity date extended to December 30, 2024.

 

10

 

 

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 Item 1A. Risk Factors beginning on page seven of our Annual Report on Form 10-K for the year ended December 31, 2023.

 

Overview

 

In this quarterly report we refer to US Lighting Group, Inc. and its subsidiaries as USLG, the company, we and our, unless the context requires otherwise.

 

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. In 2023, our revenue was driven by shipments of fiberglass campers marketed under Cortes Campers brand.

 

Cortes Campers, LLC 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 larger, family-oriented all composite 22 and 27-foot travel trailers. Cortes Campers has established a network of professional RV dealerships to market and distribute its products. As of March 31, 2024, Cortes Campers are available through 36 dealer locations in US and Canada.

 

11

 

 

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. Since launching Futuro Houses we have added two additional tiny house designs, the FH200 and FH300, ranging from more traditional to futuristic, and from 200 to 300 square feet.

 

In early 2021, we formed Fusion X Marine, LLC 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. We began producing the X-15 in the fourth quarter of 2023 and made our first deliveries in the first quarter of 2024. 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.

 

On October 6, 2023, we formed Fusion X Automotive, LLC to design, manufacture and distribute automotive aftermarket composite products, such as automotive body parts and light versions of sough-after vehicle replacement components. We have been in the design and R&D stage for this product line throughout the fourth quarter of 2023. Fusion X Automotive has not yet sold any product, but we exhibited at the annual PRI convention in Indianapolis in December 2023, showcasing our upcoming products, and expect this product line to contribute to our overall revenue in 2024.

 

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.

 

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

 

Corporate Structure and History

 

US Lighting Group, Inc. is a holding company with five operating subsidiaries: Cortes Campers, LLC, high-end campers; Futuro Houses, LLC, molded fiberglass homes; Fusion X Marine, LLC, high-performance boats; Fusion X Automotive, LLC, automotive aftermarket composite products; and MIGMarine Corporation, composite manufacturing for our business lines.

 

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.

 

12

 

 

Results of Operations for the Three Months Ended March 31, 2024, Compared to the Three Months Ended March 31, 2023

 

Sales

 

Net sales for the quarter ended March 31, 2024 were $290,542, compared to $1,025,737 in the first quarter of 2023, a decrease of $735,195. Net sales decreased primarily as a result of fewer campers sold in 2024 by Cortes Campers.

 

Cost of Goods Sold

 

Cost of goods sold for the quarter ended March 31, 2024, were $339,731, compared to $701,319 for the first quarter of 2023.

 

Operating Expenses

 

Selling, general and administrative expenses were $355,710 for the quarter ended March 31, 2024, compared to $472,349 for the first quarter of 2023.

 

Other Income/Expense

 

During the quarter ended March 31, 2024, we had total other expense of $34,004, compared to $6,797 for the first quarter of 2023.

 

Net Loss

 

We had a net loss of $438,954 for the quarter ended March 31, 2024, compared to a net loss of $154,728 for the first quarter of 2023.

 

Liquidity and Capital Resources

 

Net cash used in operating activities for the quarter ended March 31, 2024, was $92,398, compared to net cash used in operating activities of $292,156 for the first quarter of 2023.

 

Net cash used in investing activities was $24,031 for the quarter ended March 31, 2024, compared to $190,221 provided by investing activities for the first quarter of 2023.

 

Net cash provided by financing activities for the quarter ended March 31, 2024, was $165,485, which included proceeds of $283,372 from related party loans. Total loan payments were $117,887. Net cash provided by financing activities for the first quarter of 2023 was $403,691, which included proceeds of $167,500 from the sale of common stock, and $236,191 from proceeds of loans payable.

 

Critical Accounting Policies and Estimates

 

Please refer to our Annual Report on Form 10-K for the year ended December 31, 2023 for a full discussion of our critical accounting policies.

 

13

 

 

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, as defined under the Securities Exchange Act, are controls and other procedures that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that this information is accumulated and communicated to management, including our CEO and CFO, to allow timely decisions regarding required disclosure.

 

Our management team, with the participation of our chief executive officer, Anthony R. Corpora, and chief financial officer, Michael A. Coates, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2024. Based upon this evaluation, Messrs. Corpora and Coates concluded that the company’s disclosure controls and procedures were effective as of March 31, 2024.

 

Changes in Internal Control Over Financial Reporting

 

Our senior management team is responsible for establishing and maintaining adequate internal control over financial reporting, defined under the Exchange Act as a process designed by, or under the supervision of, our CEO and CFO, and effected by our board, senior management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. We continue to review our internal control over financial reporting and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

 

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by the Securities Exchange Act that occurred during our first quarter of 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

14

 

 

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 first quarter.

 

Item 1A. Risk Factors.

 

Please refer to the risk factors listed under Item 1A. Risk Factors beginning on page seven of our Annual Report on Form 10-K for the year ended December 31, 2023 for information relating to certain risk factors applicable to USLG.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

We did not issue any unregistered shares of our common stock or other equity securities during the quarter ended March 31, 2024.

 

Item 3. Defaults Upon Senior Securities.

 

During the quarter ended March 31, 2024, 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 March 31, 2024.

 

Item 6. Exhibits.

 

Exhibit
Number		   Description of Exhibit
31.1   Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2   Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1   Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS   Inline XBRL Instance Document
101.SCH   Inline XBRL Taxonomy Extension Schema Document
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

15

 

 

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.
   
May 15, 2024 /s/ Anthony Corpora
  By Anthony R. Corpora, Chief Executive Officer
(Principal Executive Officer)
   
May 15, 2024 /s/ Michael A. Coates
  By Michael A. Coates, Chief Financial Officer
(Principal Financial and Accounting Officer)

 

 

16

 

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Exhibit 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
17 CFR SECTION 240.13a-14(a)

 

I, Anthony Corpora, certify that:

 

1.I have reviewed this Quarterly Report on Form 10-Q of US Lighting Group, Inc. for the period ending March 31, 2024;

 

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.

 

Date: May 15, 2024
 
/s/ Anthony Corpora
Anthony Corpora, Chief Executive Officer

 

Exhibit 31.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
17 CFR SECTION 240.13a-14(a)

 

I, Michael A. Coates, certify that:

 

1.I have reviewed this Quarterly Report on Form 10-Q of US Lighting Group, Inc. for the period ending March 31, 2024;

 

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.

 

Date: May 15, 2024
 
/s/ Michael A. Coates  
Michael A. Coates, Chief Financial Officer

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the filing of the Quarterly Report of US Lighting Group, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2024 (the “Report”) with the Securities and Exchange Commission, I, Anthony Corpora, Chief Executive Officer of the Company, and I, Michael A. Coates, 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.

 

Dated: May 15, 2024

 

/s/ Anthony Corpora  
Anthony Corpora, Chief Executive Officer

 

/s/ Michael A. Coates  
Michael A. Coates, Chief Financial Officer

 

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 3 Months Ended
Mar. 31, 2024
May 01, 2024
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Entity Interactive Data Current Yes  
Amendment Flag false  
Document Period End Date Mar. 31, 2024  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q1  
Entity Information [Line Items]    
Entity Registrant Name U.S. Lighting Group, Inc.  
Entity Central Index Key 0001536394  
Entity File Number 000-55689  
Entity Tax Identification Number 46-3556776  
Entity Incorporation, State or Country Code FL  
Current Fiscal Year End Date --12-31  
Entity Current Reporting Status Yes  
Entity Shell Company false  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Contact Personnel [Line Items]    
Entity Address, Address Line One 1148 East 222nd Street  
Entity Address, City or Town Euclid  
Entity Address, State or Province OH  
Entity Address, Postal Zip Code 44117  
Entity Phone Fax Numbers [Line Items]    
City Area Code (216)  
Local Phone Number 896-7000  
Entity Listings [Line Items]    
Title of 12(b) Security N/A  
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Security Exchange Name NONE  
Entity Common Stock, Shares Outstanding   102,786,188
v3.24.1.1.u2
Consolidated Balance Sheets - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Current Assets:    
Cash $ 49,056
Accounts receivable 113,239 155,023
Prepaid expenses and other current assets 52,257 59,176
Inventory 112,953 151,136
Total Current Assets 327,504 365,335
Property and equipment, net 2,677,693 2,704,554
Total Assets 3,005,197 3,069,889
Current Liabilities:    
Accounts payable 1,111,097 1,025,076
Accrued expenses 378,943 289,543
Accrued payroll to former officer 125,167 125,167
Deferred revenue 185,196 151,839
Loan payable, current 124,007 169,634
Loans payable, related party 116,362 116,362
Total Current Liabilities 2,040,772 1,877,622
Loans payable, net of current portion 263,502 267,463
Loans payable, related party 5,789,090 5,574,017
Total Liabilities 8,093,364 7,719,102
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 10,494
Additional paid-in-capital 21,976,580 21,976,581
Accumulated deficit (27,075,241) (26,636,288)
Total Shareholders’ Equity (Deficit) (5,088,167) (4,649,213)
Total Liabilities and Shareholders’ Equity (Deficit) 3,005,197 3,069,889
Related Party    
Current Liabilities:    
Loans payable, related party 116,362 116,362
Loans payable, related party $ 5,789,090 $ 5,574,017
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Consolidated Balance Sheets (Parentheticals) - $ / shares
Mar. 31, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Preferred stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized 500,000,000 500,000,000
Common stock, shares issued 102,786,188 102,786,188
Common stock, shares outstanding 102,786,188 102,786,188
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Consolidated Statement of Operations (Unaudited) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Statement [Abstract]    
Net sales $ 290,542 $ 1,025,737
Cost of goods sold 339,731 701,319
Gross profit (loss) (49,189) 324,418
Operating expenses:    
Selling, general and administrative expenses 355,710 472,349
Total operating expenses 355,710 472,349
Loss from operations (404,900) (147,931)
Other income (expense):    
Interest Income 256 249
Interest expense (34,260) (7,046)
Total other income (expense) (34,004) (6,797)
Income (loss) before tax provision (438,904) (154,728)
Tax Provision (50)
Net income (loss) $ (438,954) $ (154,728)
Basic income (loss) per share (in Dollars per share) $ 0 $ 0
Diluted income (loss) per share (in Dollars per share) $ 0 $ 0
Weighted average common shares outstanding, basic (in Shares) 102,247,905 98,947,384
Weighted average common shares outstanding, diluted (in Shares) 102,247,905 98,947,384
v3.24.1.1.u2
Consolidated Statements of Shareholders’ Equity (Deficit) (Unaudited) - USD ($)
Preferred Stock
Common Stock
Additional Paid-In Capital
Accumulated Deficit
Total
Balance at Dec. 31, 2022 $ 10,209 $ 19,771,111 $ (25,531,320) $ (5,750,000)
Balance (in Shares) at Dec. 31, 2022 99,934,825      
Sale of Common Stock   $ 167 167,332   167,500
Sale of Common Stock (in Shares)   1,675,000      
Stock issued for services & compensation    
Forgiveness of shareholder loan & accrued interest      
Net Income (Loss) (154,728) (154,728)
Balance at Mar. 31, 2023 $ 10,376 19,938,443 (25,686,048) (5,737,229)
Balance (in Shares) at Mar. 31, 2023 101,609,825      
Balance at Dec. 31, 2023 $ 10,494 21,976,581 (26,636,288) (4,649,213)
Balance (in Shares) at Dec. 31, 2023 102,786,188      
Sale of Common Stock
Net Income (Loss)     (438,954) (438,954)
Balance at Mar. 31, 2024 $ 10,494 $ 21,976,581 $ (27,075,242) $ (5,088,167)
Balance (in Shares) at Mar. 31, 2024 102,786,188      
v3.24.1.1.u2
Consolidated Statement of Cash Flows (Unaudited) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Cash Flows from Operating Activities:    
Net loss $ (438,954) $ (154,728)
Adjustments to reconcile net loss to net    
Depreciation 50,891 44,822
Changes in Assets and Liabilities:    
Accounts receivable 41,784 (156,706)
Inventory 38,183 11,496
Prepaid expenses and other current assets 6,919 6,254
Accounts payable 86,021 38,660
Accrued expenses 89,400
Deferred revenue 33,357 179,498
Accrued interest on loans (49,488)
Accrued interest on related party loans (211,964)
Net cash used in operating activities (92,398) (292,156)
Cash Flows from Investing Activities:    
Purchase of property and equipment (24,031) (190,221)
Net cash (used in) provided by investing activities (24,031) (190,221)
Cash Flows from Financing Activities:    
Proceeds from sale of common stock 167,500
Proceeds from loans payable 236,191
Proceeds from notes payable, related party 283,372
Payment of loans payable (49,588)
Payments on notes payable related party (68,299)
Net cash provided by financing activities 165,485 403,691
Net change in cash 49,056 (78,686)
Cash beginning of period 124,529
Cash end of period $ 49,056 $ 45,843
v3.24.1.1.u2
Organization
 3 Months Ended
Mar. 31, 2024
Organization [Abstract]  
ORGANIZATION

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.

 

On October 6, 2023, we formed Fusion X Automotive, LLC to design, manufacture and distribute automotive aftermarket composite products, such as automotive body parts and light versions of sough-after vehicle replacement components. We have been in the design and R&D stage for this product line throughout the first quarter of 2024.

 

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 March 31, 2024, 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.
v3.24.1.1.u2
Summary of Significant Accounting Policies
 3 Months Ended
Mar. 31, 2024
Summary of Significant Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

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 in cash.

 

Cash Equivalents

 

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. As of March 31, 2024 and December 31, 2023, we had no cash equivalents.

 

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, Fusion X Automotive, LLC, and Mig Marine Corp. All intercompany transactions and balances have been eliminated in consolidation.

 

Basic and Diluted Earnings Per Share

 

Basic earnings per share are computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed by dividing the net income applicable to common shareholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common shares during the reporting period.

 

As of March 31, 2024, and December 31, 2023, respectively, there are no shares of common stock issuable under convertible note agreements.

 

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.
v3.24.1.1.u2
Liquidity
 3 Months Ended
Mar. 31, 2024
Liquidity [Abstract]  
LIQUIDITY

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.

 

For the period ended March 31, 2024, the Company recognized a net loss of $438,954 and cash used in operating activities was $92,398. 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.
v3.24.1.1.u2
Property and Equipment
 3 Months Ended
Mar. 31, 2024
Property and Equipment [Abstract]  
PROPERTY AND EQUIPMENT

NOTE 4 – PROPERTY AND EQUIPMENT

 

Property and equipment consists of the following at March 31, 2024, and December 31, 2023:

 

   March 31,   December 31, 
   2024   2023 
Building and improvements  $676,025   $676,025 
Land   96,000    96,000 
Vehicles   127,262    127,262 
Office equipment   18,421    18,421 
Production molds and fixtures   1,408,160    1,408,160 
Tooling and fixtures   757,031    733,001 
Other equipment   90,132    90,132 
Furniture and fixtures   4,746    4,746 
Total property and equipment cost   3,177,776    3,153,747 
Less: accumulated depreciation and amortization   (500,084)   (449,193)
Property and equipment, net  $2,677,693   $2,704,554 
v3.24.1.1.u2
Accrued Payroll to Officer
 3 Months Ended
Mar. 31, 2024
Accrued Payroll to Officer [Abstract]  
ACCRUED PAYROLL TO OFFICER

NOTE 5 – 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 March 31, 2024, and December 31, 2023. Deferral of wages ended on August 9, 2021, when the Company’s former CEO resigned from that position.
v3.24.1.1.u2
Loans Payable to Related Parties
 3 Months Ended
Mar. 31, 2024
Loans Payable to Related Parties [Abstract]  
LOANS PAYABLE TO RELATED PARTIES

NOTE 6 – LOANS PAYABLE TO RELATED PARTIES

 

Loans payable to related parties consists of the following at March 31, 2024 and December 31, 2023:

 

   2024   2023 
On August 5, 2022, the Company acquired Mig Marine from Paul Spivak, for a delayed cash deposit payment of $638,333 and a 6.25% interest bearing seller note in the amount of $6,195,000. The balance outstanding as of December 31, 2022 includes accrued interest of $126,926. During 2023 an agreement was executed resulting in the forgiveness of the accrued interest as of December 31, 2022 and no interest accrual during 2023. As Paul Spivak is a related party and a significant shareholder of the Company, the forgiveness of the accrued interest was treated as an in-substance capital contribution in 2023. In March 2024, the Company executed another cancellation of debt agreement with Paul Spivak. Pursuant to that agreement, Spivak cancelled and forgave the $638,333 deposit and $1,195,000 of the principal of the note effective December 31, 2023. In addition, no interest will accrue on the remaining note in 2024 and the final payment of the note is due December 1, 2029. The agreement effective December 31, 2023, was also treated as an in-substance capital contribution in 2023.  $5,000,000   $5,000,000 
Loans payable to Paul Spivak issued in at various dates in 2023 and 2024. The loans are at zero percent interest. Paul Spivak has agreed to defer any payments through 2025.   364,539    153,167 
Loan payable to Olga Smirnova, Director of the Company, who on April 18, 2023 executed a $30,000 personal loan with First Electronic Bank and advanced the proceeds to the Company. The loan accrues interest at 13.49% and 60 payments of principal and interest through maturity in April 2028.   25,892    27,445 
Loans payable to Anthony R. Corpora issued in October and December 2022 and July and August 2023. $126,238 of the notes have a zero percent interest rate. The other notes are payable over terms of 48 to 84 months with interest rates ranging from 14.99% to 19.49%.   296,632    303,037 
Loans payable to Michael A. Coates, the Company’s CFO, issued at various dates in 2023 and 2024. The notes are payable over periods of 60 to 84 months with interest rates ranging from 11.42% to 19.49%.   218,389    206,730 
Total loans payable to related parties   5,905,452    5,690,379 
Less: current portion   (116,362)   (116,362)
Loans payable to related parties - long-term  $5,789,090   $5,574,017 
v3.24.1.1.u2
Loans Payable
 3 Months Ended
Mar. 31, 2024
Loans Payable [Abstract]  
LOANS PAYABLE

NOTE 7 – LOANS PAYABLE

 

We have the following outstanding loans as of March 31, 2024 and December 31, 2023:

 

   2024   2023 
On August 26, 2020, the Company entered into a loan agreement with Apex Commercial Capital Corp. in the principal amount of $265,339 with interest at 9.49% per annum and due on September 10, 2030. The loan requires 119 monthly payments of $2,322, with a final balloon payment of $224,835 due September 10, 2030. The loan is guaranteed by the Company, the Company’s former CEO, and secured by the Company’s real estate.  $255,286   $256,184 
The Company purchases vehicles for employees and research and development activities. Generally, vehicles are sold or traded in at the end of the vehicle loan period. There were two vehicle loans outstanding at December 31, 2023, with original loan periods of 72 and 144 months, and interest rates of zero percent to 10.99%.   42,622    45,109 
On November 7, 2022, the Company entered into a $150,000 term loan with Fresh Funding related to working capital for the production of campers. The loan requires monthly payments over the term of 12 months, has an interest rate of 38% per annum, and is guaranteed by the former CEO.   8,239    14,036 
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%.   14,979    15,555 
On November 2, 2023, the Company entered into a $120,750 note with 1800 Diagonal Lending LLC. The note bears interest at an effective rate of 60%.  Payments of principal and interest are payable in 9 monthly installments through maturity of August 15, 2024. Upon an event of default, the holder may convert the all or part of the note and accrued interest into shares of the Company’s common stock at a discount of 39% from the lowest trading price during the 10-day period prior to conversion.   66,383    106,213 
Total loans payable   387,509    437,097 
Less: current portion   (124,007)   (169,634)
Loans payable, long term  $263,502   $267,463 
v3.24.1.1.u2
Shareholders’ Equity
 3 Months Ended
Mar. 31, 2024
Shareholders’ Equity [Abstract]  
SHAREHOLDERS' EQUITY

NOTE 8 – SHAREHOLDERS’ EQUITY

 

Common shares issued for cash

 

No stock was issued during the quarter ended March 2024. For the quartered ended March 2023, the Company received proceeds of $167,500 on the private placement of 1,675,000 shares of common stock, at an aver price of $0.10

 

Summary of Warrants

 

There were no warrants granted or exercised during the quarters ended March 2024 and 2023. Warrants for the period ended March 31, 2024, are $0.
v3.24.1.1.u2
Income Taxes
 3 Months Ended
Mar. 31, 2024
Income taxes [Abstract]  
INCOME TAXES

NOTE 9 – INCOME TAXES

 

At December 31, 2023, the Company had available Federal and state net operating loss carryforwards to reduce future taxable income. The federal amount available is approximately $6,000,000. The carryforwards expire in various amounts through 2042. 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).
v3.24.1.1.u2
Legal Proceedings
 3 Months Ended
Mar. 31, 2024
Legal Proceedings [Abstract]  
LEGAL PROCEEDINGS

NOTE 10 – LEGAL PROCEEDINGS

 

There were no reportable legal proceedings initiated, or material developments in previously reported legal proceedings for the quarter ended March 2024.
v3.24.1.1.u2
Subsequent Events
 3 Months Ended
Mar. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 11 – SUBSEQUENT EVENTS

 

Subsequent to March 31, 2024, the Company received additional loans payable to related parties totaling $28,760. Each such loan is non-interest-bearing and payable on demand.

 

On May 13, 2024, the Company and 1800 Diagonal Lending LLC, modified the terms of the note. Monthly payments of principal and interest have been reduced to $7,500 and maturity date extended to December 30, 2024.
v3.24.1.1.u2
Pay vs Performance Disclosure - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Pay vs Performance Disclosure    
Net Income (Loss) $ (438,954) $ (154,728)
v3.24.1.1.u2
Insider Trading Arrangements
 3 Months Ended
Mar. 31, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.1.1.u2
Accounting Policies, by Policy (Policies)
 3 Months Ended
Mar. 31, 2024
Summary of Significant Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of Estimates

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

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 in cash.
Cash Equivalents

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. As of March 31, 2024 and December 31, 2023, we had no cash equivalents.
Basis of Consolidation

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, Fusion X Automotive, LLC, and Mig Marine Corp. All intercompany transactions and balances have been eliminated in consolidation.
Basic and Diluted Earnings Per Share

Basic and Diluted Earnings Per Share

Basic earnings per share are computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares available. Diluted earnings per share is computed by dividing the net income applicable to common shareholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common shares during the reporting period.

As of March 31, 2024, and December 31, 2023, respectively, there are no shares of common stock issuable under convertible note agreements.
Revenue Recognition

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.
v3.24.1.1.u2
Property and Equipment (Tables)
 3 Months Ended
Mar. 31, 2024
Property and Equipment [Abstract]  
Schedule of Property and Equipment Property and equipment consists of the following at March 31, 2024, and December 31, 2023:
   March 31,   December 31, 
   2024   2023 
Building and improvements  $676,025   $676,025 
Land   96,000    96,000 
Vehicles   127,262    127,262 
Office equipment   18,421    18,421 
Production molds and fixtures   1,408,160    1,408,160 
Tooling and fixtures   757,031    733,001 
Other equipment   90,132    90,132 
Furniture and fixtures   4,746    4,746 
Total property and equipment cost   3,177,776    3,153,747 
Less: accumulated depreciation and amortization   (500,084)   (449,193)
Property and equipment, net  $2,677,693   $2,704,554 
v3.24.1.1.u2
Loans Payable to Related Parties (Tables)
 3 Months Ended
Mar. 31, 2024
Loans Payable to Related Parties [Abstract]  
Schedule of Loans Payable to Related Parties Loans payable to related parties consists of the following at March 31, 2024 and December 31, 2023:
   2024   2023 
On August 5, 2022, the Company acquired Mig Marine from Paul Spivak, for a delayed cash deposit payment of $638,333 and a 6.25% interest bearing seller note in the amount of $6,195,000. The balance outstanding as of December 31, 2022 includes accrued interest of $126,926. During 2023 an agreement was executed resulting in the forgiveness of the accrued interest as of December 31, 2022 and no interest accrual during 2023. As Paul Spivak is a related party and a significant shareholder of the Company, the forgiveness of the accrued interest was treated as an in-substance capital contribution in 2023. In March 2024, the Company executed another cancellation of debt agreement with Paul Spivak. Pursuant to that agreement, Spivak cancelled and forgave the $638,333 deposit and $1,195,000 of the principal of the note effective December 31, 2023. In addition, no interest will accrue on the remaining note in 2024 and the final payment of the note is due December 1, 2029. The agreement effective December 31, 2023, was also treated as an in-substance capital contribution in 2023.  $5,000,000   $5,000,000 
Loans payable to Paul Spivak issued in at various dates in 2023 and 2024. The loans are at zero percent interest. Paul Spivak has agreed to defer any payments through 2025.   364,539    153,167 
Loan payable to Olga Smirnova, Director of the Company, who on April 18, 2023 executed a $30,000 personal loan with First Electronic Bank and advanced the proceeds to the Company. The loan accrues interest at 13.49% and 60 payments of principal and interest through maturity in April 2028.   25,892    27,445 
Loans payable to Anthony R. Corpora issued in October and December 2022 and July and August 2023. $126,238 of the notes have a zero percent interest rate. The other notes are payable over terms of 48 to 84 months with interest rates ranging from 14.99% to 19.49%.   296,632    303,037 
Loans payable to Michael A. Coates, the Company’s CFO, issued at various dates in 2023 and 2024. The notes are payable over periods of 60 to 84 months with interest rates ranging from 11.42% to 19.49%.   218,389    206,730 
Total loans payable to related parties   5,905,452    5,690,379 
Less: current portion   (116,362)   (116,362)
Loans payable to related parties - long-term  $5,789,090   $5,574,017 
v3.24.1.1.u2
Loans Payable (Tables)
 3 Months Ended
Mar. 31, 2024
Loans Payable [Abstract]  
Schedule of Loans Payable We have the following outstanding loans as of March 31, 2024 and December 31, 2023:
   2024   2023 
On August 26, 2020, the Company entered into a loan agreement with Apex Commercial Capital Corp. in the principal amount of $265,339 with interest at 9.49% per annum and due on September 10, 2030. The loan requires 119 monthly payments of $2,322, with a final balloon payment of $224,835 due September 10, 2030. The loan is guaranteed by the Company, the Company’s former CEO, and secured by the Company’s real estate.  $255,286   $256,184 
The Company purchases vehicles for employees and research and development activities. Generally, vehicles are sold or traded in at the end of the vehicle loan period. There were two vehicle loans outstanding at December 31, 2023, with original loan periods of 72 and 144 months, and interest rates of zero percent to 10.99%.   42,622    45,109 
On November 7, 2022, the Company entered into a $150,000 term loan with Fresh Funding related to working capital for the production of campers. The loan requires monthly payments over the term of 12 months, has an interest rate of 38% per annum, and is guaranteed by the former CEO.   8,239    14,036 
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%.   14,979    15,555 
On November 2, 2023, the Company entered into a $120,750 note with 1800 Diagonal Lending LLC. The note bears interest at an effective rate of 60%.  Payments of principal and interest are payable in 9 monthly installments through maturity of August 15, 2024. Upon an event of default, the holder may convert the all or part of the note and accrued interest into shares of the Company’s common stock at a discount of 39% from the lowest trading price during the 10-day period prior to conversion.   66,383    106,213 
Total loans payable   387,509    437,097 
Less: current portion   (124,007)   (169,634)
Loans payable, long term  $263,502   $267,463 
v3.24.1.1.u2
Liquidity (Details) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Liquidity [Abstract]    
Net loss $ (438,954) $ (154,728)
Net cash used in operating activities $ (92,398) $ (292,156)
v3.24.1.1.u2
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Schedule of property and equipment [Line Items]    
Total property and equipment cost $ 3,177,776 $ 3,153,747
Less: accumulated depreciation and amortization (500,084) (449,193)
Property and equipment, net 2,677,693 2,704,554
Building and Improvements [Member]    
Schedule of property and equipment [Line Items]    
Property and equipment, gross 676,025 676,025
Land [Member]    
Schedule of property and equipment [Line Items]    
Property and equipment, gross 96,000 96,000
Vehicles [Member]    
Schedule of property and equipment [Line Items]    
Property and equipment, gross 127,262 127,262
Office equipment [Member]    
Schedule of property and equipment [Line Items]    
Property and equipment, gross 18,421 18,421
Production molds and fixtures [Member]    
Schedule of property and equipment [Line Items]    
Property and equipment, gross 1,408,160 1,408,160
Tooling and fixtures [Member]    
Schedule of property and equipment [Line Items]    
Property and equipment, gross 757,031 733,001
Other equipment [Member]    
Schedule of property and equipment [Line Items]    
Property and equipment, gross 90,132 90,132
Furniture and fixtures [Member]    
Schedule of property and equipment [Line Items]    
Property and equipment, gross $ 4,746 $ 4,746
v3.24.1.1.u2
Accrued Payroll to Officer (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Accrued Payroll to Officer [Abstract]    
Compensation owed to the Company’s former CEO $ 125,167 $ 125,167
v3.24.1.1.u2
Loans Payable to Related Parties (Details) - Schedule of Loans Payable to Related Parties - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Related Party Transaction [Line Items]    
Total loans payable to related parties $ 5,905,452 $ 5,690,379
Less: current portion (116,362) (116,362)
Loans payable to related parties - long-term 5,789,090 5,574,017
Mig Marine [Member]    
Related Party Transaction [Line Items]    
Total loans payable to related parties 5,000,000 5,000,000
Paul Spivak [Member]    
Related Party Transaction [Line Items]    
Total loans payable to related parties 364,539 153,167
Olga Smirnova [Member]    
Related Party Transaction [Line Items]    
Total loans payable to related parties 25,892 27,445
Anthony R. Corpora [Member]    
Related Party Transaction [Line Items]    
Total loans payable to related parties 296,632 303,037
Michael A [Member]    
Related Party Transaction [Line Items]    
Total loans payable to related parties $ 218,389 $ 206,730
v3.24.1.1.u2
Loans Payable to Related Parties (Details) - Schedule of Loans Payable to Related Parties (Parentheticals) - USD ($)
 1 Months Ended 12 Months Ended
Aug. 05, 2022
Apr. 18, 2023
Dec. 31, 2023
Mar. 31, 2024
Olga Smirnova [Member]        
Related Party Transaction [Line Items]        
Personal loan   $ 30,000    
Interest rates   13.49%    
Anthony R. Corpora [Member]        
Related Party Transaction [Line Items]        
Loans payable       $ 126,238
Paul Spivak [Member]        
Related Party Transaction [Line Items]        
Cash deposit payment $ 638,333      
Interest bearing 6.25%      
Seller amount $ 6,195,000      
Accrued interest     $ 126,926  
Deposit       $ 638,333
Principal amount     $ 1,195,000  
Minimum [Member] | Anthony R. Corpora [Member]        
Related Party Transaction [Line Items]        
Interest rates       14.99%
Minimum [Member] | Michael A [Member]        
Related Party Transaction [Line Items]        
Interest rates       11.42%
Maximum [Member] | Anthony R. Corpora [Member]        
Related Party Transaction [Line Items]        
Interest rates       19.49%
Maximum [Member] | Michael A [Member]        
Related Party Transaction [Line Items]        
Interest rates       19.49%
v3.24.1.1.u2
Loans Payable (Details) - Schedule of Loans Payable - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Total loans payable $ 387,509 $ 437,097
Less: current portion (124,007) (169,634)
Loans payable, long term 263,502 267,463
Real Estate Loans [Member]    
Debt Instrument [Line Items]    
Total loans payable 255,286 256,184
Vehicle Loans [Member]    
Debt Instrument [Line Items]    
Total loans payable 42,622 45,109
Working Capital [Member]    
Debt Instrument [Line Items]    
Total loans payable 8,239 14,036
Router [Member]    
Debt Instrument [Line Items]    
Total loans payable 14,979 15,555
Convertible Note Payable [Member]    
Debt Instrument [Line Items]    
Total loans payable $ 66,383 $ 106,213
v3.24.1.1.u2
Loans Payable (Details) - Schedule of Loans Payable (Parentheticals)
 12 Months Ended
Nov. 02, 2023
USD ($)
Days
May 26, 2023
USD ($)
Nov. 07, 2022
USD ($)
Aug. 26, 2020
USD ($)
Dec. 31, 2023
Real Estate Loans [Member]          
Debt Instrument [Line Items]          
Loan term amount       $ 265,339  
Interest rate       9.49%  
Due date       Sep. 10, 2030  
Monthly payments       119 months  
Monthly payments amount       $ 2,322  
Final balloon payment       $ 224,835  
Vehicle Loans [Member]          
Debt Instrument [Line Items]          
Interest rate         10.99%
Working Capital [Member]          
Debt Instrument [Line Items]          
Loan term amount     $ 150,000    
Interest rate     38.00%    
Monthly payments     12 months    
Router [Member]          
Debt Instrument [Line Items]          
Loan term amount   $ 17,200      
Interest rate   14.58%      
Monthly payments   60 months      
Monthly payments amount   $ 475      
Convertible Note Payable [Member]          
Debt Instrument [Line Items]          
Loan term amount $ 120,750        
Interest rate 60.00%        
Due date Aug. 15, 2024        
Monthly payments 9 months        
Discount rate 39.00%        
Conversion period (in Days) | Days 10        
Minimum [Member] | Vehicle Loans [Member]          
Debt Instrument [Line Items]          
Loan periods         72 months
Maximum [Member] | Vehicle Loans [Member]          
Debt Instrument [Line Items]          
Loan periods         144 months
v3.24.1.1.u2
Shareholders’ Equity (Details) - USD ($)
 3 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Shareholders’ Equity [Line Items]    
Proceeds on private placement $ 167,500  
Common stock shares issued 102,786,188 102,786,188
Warrants $ 0  
Common Stock [Member]    
Shareholders’ Equity [Line Items]    
Shares issued  
Common stock shares issued 1,675,000  
Common stock price per share $ 0.1  
Warrants granted  
v3.24.1.1.u2
Income Taxes (Details)
 12 Months Ended
Dec. 31, 2023
USD ($)
Income Taxes [Line Items]  
Federal amount $ 6,000,000
Ownership change [Member]  
Income Taxes [Line Items]  
Shareholders ownership, percentage 50.00%
v3.24.1.1.u2
Subsequent Events (Details) - USD ($)
 1 Months Ended
Dec. 30, 2024
Mar. 31, 2024
Related Party [Member]    
Subsequent Events [Line Items]    
Loans payable to related parties   $ 28,760
Forecast [Member]    
Subsequent Events [Line Items]    
Payments of principal and interest $ 7,500  
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