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,~~September 30, 2023

☐ 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 ~~101,609,825~~102,786,188 shares of common stock outstanding on ~~May 1,~~November 17, 2023.

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
Forward-Looking Statements
~~General Overview~~	11
Overview		11
~~Subsequent~~Recent Events		12
Company History		12
Results of Operations for the Three Months Ended ~~March 31,~~September 30, 2023, Compared to the Three Months Ended ~~March 31,~~September 30, 2022	12	13
Results of Operations for the Nine Months Ended September 30, 2023 Compared to the Nine Months Ended September 30, 2022		13
Liquidity and Capital Resources	13	14

Critical Accounting Policies and Estimates	13
	14
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	14
	15
Item 4. Controls and Procedures.	14	15

Evaluation of Disclosure Controls and Procedures	14	15
Material Weakness in Internal Control over Financial Reporting		15
Remediation Plan		15
Changes in Internal Control Over Financial Reporting	14
	15
Item 1. Legal Proceedings.	15
	16
Item 1A. Risk Factors.	15
	16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	15
	16
Item 3. Defaults Upon Senior Securities.	15
	16
Item 4. Mine Safety Disclosures.	15
	16
Item 5. Other Information.	15
	17
Item 6. Exhibits.	15	17

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

US LIGHTING GROUP, INC., AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31,
2023 December 31,
2022
(Unaudited)
ASSETS
Current Assets:
Cash $ 45,843 $ 124,529
Accounts receivable 162,657 5,950
Prepaid expenses and other current assets 80,920 87,174
Inventory $ 188,666 $ 200,162
Total Current Assets 478,086 417,815

Property and equipment, net 2,443,506 2,298,107
Total Assets $ 2,921,592 $ 2,715,922

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable $ 661,309 $ 607,647
Accrued expenses 61,735 111,223
Accrued payroll to a former officer 125,167 125,167
Convertible notes payable — —
Loan payable– current portion 104,499 140,905
Loans payable, related party 352,296 176,000
Total Current Liabilities 1,305,006 1,160,942

Loans payable, net of current portion 295,984 300,351
Loans Payable, related party 6,878,333 7,004,629
Total Liabilities $ 8,479,323 $ 8,465,922

Commitments and Contingencies

Shareholders’ Equity:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding — —
Common stock, $0.0001 par value, 500,000,000 shares authorized; 101,609,825 shares issued and outstanding 10,376 10,209
Additional paid-in-capital 19,938,444 19,771,111
Accumulated deficit (25,506,551 ) (25,531,320 )
Total Shareholders’ Equity (5,557,731 ) (5,750,000 )

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 2,921,592 $ 2,715,922

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

US LIGHTING GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

For the Three Months ended
March 31,
2023 2022
Sales $ 1,205,235 $ 76,000
Cost of goods sold 701,319 68,000
Gross profit 503,916 8,000

Operating expenses:
Selling, general and administrative expenses 472,349 266,000
Product development costs — —
Total operating expenses 472,349 266,000

Income (loss) from operations 31,567 (258,000 )

Other income (expense):
Other income, net — 15,000
Unrealized loss — (157,000 )
Realized gain — 31,000
Interest income 249 2,000
Interest expense (7,046 ) (5,000 )
Interest expense, related party — (4,000 )
Total other expense (6,797 ) (118,000 )

Net income (loss) from operations 24,769 (376,000 )
Net income (loss) $ 24,769 $ (376,000 )

Basic income (loss) per share $ 0.00 $ (0.00 )
Diluted income (loss) per share $ 0.00 $ (0.00 )

Weighted average common shares outstanding, basic 98,947,384 97,848,735
Weighted average common shares outstanding, diluted 98,947,384 97,848,735

	September 30, 2023			December 31, 2022
ASSETS	(Unaudited)
Current Assets:
Cash	$	4,116		$	124,529
Accounts receivable		116,017			5,950
Prepaid expenses and other current assets		87,602			87,174
Inventory	$	118,574		$	200,162

Total Current Assets		326,309			417,815

Property and equipment, net		2,677,255			2,298,107
Total Assets	$	3,003,564		$	2,715,922

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	903,082		$	607,647
Accrued expenses		183,854			111,223
Accrued payroll to a former officer		125,167			125,167
Deferred revenue		79,498			—
Loan payable– current portion		41,428			140,905
Loans payable, related party		412,086			176,000
Total Current Liabilities		1,745,115			1,160,942

Loans payable, net of current portion		300,231			300,351
Loans Payable, related party		7,171,904			7,004,629
Total Liabilities	$	9,217,250		$	8,465,922

Commitments and Contingencies

Shareholders’ Equity:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock, $0.0001 par value, 500,000,000 shares authorized; 102,786,188 shares issued and outstanding		10,494			10,209
Additional paid-in-capital		20,098,247			19,771,111
Accumulated deficit		(26,322,427	)		(25,531,320	)
Total Shareholders’ Equity		(6,213,686	)		(5,750,000	)

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	3,003,564		$	2,715,922

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

~~US LIGHTING GROUP, INC. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)~~

~~FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022~~

~~(Unaudited)~~

Preferred Stock Common Stock Additional
Paid-In Accumulated Total
Stockholders’
Shares Amount Shares Amount Capital Deficit Deficit
Balance, December 31, 2022 — $ — 99,934,825 $ 10,209 $ 19,771,111 $ (25,531,320 ) $ (5,750,000 )
Proceeds from sale of common stock — — 1,675,000 167 167,332 167,500
Net Profit — — — — — 24,769 24,769
Balance, March 31, 2023 — $ — 101,609,825 $ 10,376 $ 19,938,443 $ (25,506,551 ) $ (5,557,731 )

Preferred Stock Common Stock Additional
Paid-In Accumulated Total
Stockholders’
Shares Amount Shares Amount Capital Deficit Deficit
Balance, December 31, 2021 — $ — 98,798,735 $ 10,000 $ 17,791,000 $ (16,256,000 ) $ 1,545,000
Net Loss — — — — — (376,000 ) (376,000 )
Balance, March 31, 2022 — $ — 97,848,735 $ 10,000 $ 17,791,000 $ (69,632,000 ) $ 1,169,000

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

US LIGHTING GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~OPERATIONS

(Unaudited)

For the Three Months Ended
March 31,

2023 2022
Cash Flows from Operating Activities
Net Profit (Loss) $ 24,769 $ (376,000 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation 44,822 19,000
Realized Gain from investments — (31,000 )
Unrealized Gain from investments — 157,5000
Changes in Assets and Liabilities:
Accounts receivable (156,706 ) —
Inventory 11,496 —
Prepaid expenses and other 6,254 3,000
Accounts payable 39,758 (17,000 )
Customer advanced payments (5,000 )
Accruals — (11,000 )
Accrued interest on related party loans (211,964 ) 4,000
Accrued interest on loans (49,488 ) —
Net cash (used in) provided by operating activities (291,059 ) (257,000 )

Cash Flows from Investing Activities:
Purchase of property and equipment (190,221 ) (1,000 )
Proceeds trading securities — 704,000
Net cash used in investing activities (190,221 ) 703,000

Cash Flows from Financing Activities:
Proceeds from sale of common stock 167,500 —
Proceeds from loans payable — —
Payment of loans payable 236,191 (16,000 )
Payments on notes payable related party — (312,000 )
Net cash provided by (used in) financing activities 403,691 (328,000 )

Net change in cash (78,686 ) 118,000
Cash beginning of period 124,529 286,000
Cash end of period $ 45,843 $ 404,000

Supplemental Cash Flow Information:
Interest paid $ 6,300 $ 317,000
Taxes paid $ — $ —

Non-cash Financing Activities:
Offset accounts receivable, related party with notes payable, related party $ — $ —

	For the Three Months ended September 30,						For the Nine Months ended September 30,
	2023			2022			2023			2022
Sales	$	755,152		$	516,000		$	3,092,722		$	641,000
Cost of goods sold		688,585			528,000			2,210,820			754,000
Gross profit (loss)		66,567			(12,000	)		881,902			(113,000	)

Operating expenses:
Selling, general and administrative expenses		652,467			526,000			1,602,009			1,134,000
Product development					78,000						123,000
Total operating expenses		652,467			604,000			1,602,009			1,257,000

Loss from operations		(585,900	)		(616,000	)		(720,107	)		(1,370,000	)

Other income (expense):
Other income (expense), net		—			(4,000	)		—			60,000
Unrealized gain (loss)		—			(32,000	)		—			(288,000	)
Realized Gain (loss)		—			18,000			—			(18,000	)
Interest income		301			1,000			1,099			4,000
Interest expense		(55,236	)		(40,000	)		(72,100	)		(56,000	)
Gain on disposal of fixed assets		—			10,000			—			23,000
Total other income (expense)		(54,935	)		(47,000	)		(71,001	)		(275,000	)

Net income (loss)	$	(640,835	)	$	(663,000	)	$	(791,108	)	$	(1,645,000	)

Basic income (loss) per share	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Diluted income (loss) per share	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.02	)

Weighted average common shares outstanding, basic		99,063,716			97,848,735			99,063,716			97,982,618
Weighted average common shares outstanding, diluted		99,063,716			97,848,735			99,063,716			97,982,618

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

US LIGHTING GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(Unaudited)

	Preferred Stock				Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance, December 31, 2022		—	$	—		97,934,825	$	10,209	$	19,771,111	$	(25,531,320	)	$	(5,750,000	)
Sale of Common Stocks		—		—		1,675,000		167		167,332		—			167,500
Net Income (Loss)		—		—		—		—		—		(154,729	)		(154,729	)
Balance, March 31, 2023		—		—		99,609,825		10,376		19,938,443		(25,686,049	)		(5,737,230	)
Sales of Common Stocks		—		—		—		—		—		—			—
Stock issued for services & compensations		—		—		56,250		6		5,619		—			5,625
Net Loss		—		—		—		—		—		4,456			4,456
Balance, June 30, 2023		—	$	—		99,666,075	$	10,382	$	19,944,062	$	(25,681,593	)	$	(5,727,149	)
Sales of Common Stocks		—		—		1,120,113		112		15,890		—			16,002
Stock issued for services & compensation		—		—		—		—		12,000		—			12,000
Forgiveness of accrued interest on shareholder loan		—		—		—		—		126,296		—			126,296
Net Income (Loss)		—		—		—		—		—		(640,835	)		(640,835	)
Balance, September 30, 2023						102,786,188		10,494		20,098,247		(26,322,428	)		(6,213,686	)

	Preferred Stock				Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance, December 31, 2021		—	$	—		97,848,735	$	10,000	$	17,678,000	$	(16,423,000	)	$	1,265,000
Net Loss		—		—		—		—		—		(582,000	)		(582,000	)
Balance, March 31, 2022		—		—		97,848,735		10,000		17,678,000		(17,005,000	)		683,000
Net Loss		—		—		—		—		—		(400,000	)		(400,000	)
Balance, June 30, 2022		—	$	—		97,848,735	$	10,000	$	17,678,000	$	(17,405,000	)	$	283,000
Sale of Common Stocks		—		—		800,000		—		80,000		—			80,000
Forgiveness of related party debt		—		—		—		—		1,761,000		—			1,761,000
Acquisition of Mig Marine		—		—		—		—		—		(6,878,000	)		(6,878,000	)
Net Loss		—		—		—		—		—		(663,000	)		(663,000	)
Balance September 30, 2022			$	—		98,648,735	$	10,000	$	19,519,000	$	(24,946,000	)	$	5,417,000

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

US LIGHTING GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended September 30,
	2023			2022
Cash Flows from Operating Activities
Net Income (Loss)	$	(791,108	)	$	(1,645,000	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		142,319			139,000
Stock issued for services & compensation		17,625			—
Realized Gain (loss) from investments		—			18,000
Unrealized Gain (loss) from investments		—			288,000
Changes in Operating Assets and Liabilities:
Accounts receivable		(110,067	)		(32,000	)
Inventory		81,588			(112,000	)
Prepaid expenses and other assets		15,572			84,000
Accounts payable		295,435			264,000
Accrued expenses		72,633			—
Customer advanced payments					(10,000	)
Deferred revenue		79,498			—
Accrued payroll to a former officer		—			(411,000	)
Net cash used in (provided by) operating activities		(196,505	)		(1,417,000	)

Cash Flows from Investing Activities:
Purchase of property and equipment		(521,467	)		(308,000	)
Sale of Fixed Assets		—			35,000
Proceeds from investments		—			1,341,000
Net cash used in investing activities		(521,467	)		1,068,000

Cash Flows from Financing Activities:
Proceeds from sale of common stock		167,500			80,000
Proceeds from loans payable		18,296			—
Proceeds from notes payable, related party		548,670			561,000
Payment of loans payable		(117,893	)		(105,000	)
Payments on notes payable related party		(19,014	)		(411,000	)
Net cash provided by (used in) financing activities		597,559			125,000

Net change in cash		(120,413	)		(224,000	)
Cash beginning of period		124,529			289,000
Cash end of period	$	4,116		$	65,000

Supplemental Cash Flow Information:
Interest paid	$	72,100		$	430,000
Taxes paid	$	—		$	—

Non-cash Financing Activities:
Proceeds from sale of common stock receivable	$	16,000		$	—
Forgiveness of accrued interest on shareholder loan	$	126,295		$	—

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

US LIGHTING GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH 31,~~SEPTEMBER 30, 2023

NOTE 1 – ORGANIZATION

US Lighting Group, Inc. (the ~~“Company”~~"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.

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”~~"UFO" themed home model inspired by the original Futuro house designed by Finnish architect Matti Suuronen.

On August 5, 2022, we acquired MIG Marine Corporation, a fiberglass manufacturing company founded in 2003. With the acquisition of Mig Marine, we were able to streamline our manufacturing processes, improve production cycles and scale to meet the demand of Cortes Campers generated order back-log.

We plan to expand our manufacturing footprint, enhance production techniques, and develop more products in the RV, marine, and composite housing sectors. Current R&D efforts are directed towards future tow-behind camper models under the Cortes Campers brand as well as prefabricated housing segment.

As of ~~March 31,~~September 30, 2023, our revenue was driven by shipments of fiberglass campers marketed under ~~the~~ Cortes ~~Campers brand and to a lesser extent from dealerships for the Futuro Housing brand.~~Campers.

The Company is a Florida corporation founded in 2003. We are ~~located~~headquartered in Euclid, Ohio.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the ~~three~~nine month period ending ~~March 31,~~September 30, 2023 and ~~are~~ not necessarily indicative of the results to be expected for the full year ending December 31, 2023. These unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There was ~~$45,843~~$0 and ~~$124,529~~$0 of cash equivalents as of the ~~three~~nine months ended ~~March 31,~~September 30, 2023 and the year ended December 31, 2022, respectively, held in the Company’s investment account.

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Cortes Campers, LLC, ~~Futuro Houses, LLC,~~ Fusion X Marine, LLC, Futuro Houses, LLC and Mig Marine ~~LLC.~~Corp. All intercompany transactions and balances have been eliminated in consolidation.

Revenue Recognition

~~The Company recognizes revenue in accordance~~Revenue is recognized as performance obligations under the terms of contracts with Accounting Standard Update (“ASU”) No. 2014-09. This standard provides authoritative guidance clarifying the principles for recognizing revenue and developing a common revenue standard for U.S. GAAP. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods and services to customers ~~in an amount that reflects the consideration to which the entity expects to be entitled in the exchange for those goods or services.~~are satisfied.

~~Under this guidance,~~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 ~~Company’s customers,~~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 ~~an amount that reflects the consideration~~2023, the Company ~~expects~~began to ~~be entitled to~~enter into certain arrangements with dealers providing exclusive selling rights for geographic territories. The arrangements typically include provisions that in exchange for ~~those goods or services. The Company reviews its sales transactions~~the territory rights, dealers pay an initial up-front one-time only fee. Subject to ~~identify contractual rights, performance obligations, and transaction prices, including~~meeting minimum unit sale levels on an annual basis, the allocation of prices to separate performance obligations, if applicable. Revenue and costs of sales are recognized once product titles are transferred to the customer’s control and performance obligations are satisfied.arrangement automatically renews for an additional year with no additional fee.

~~Recent~~

The intellectual property subject to the exclusive territory rights is symbolic intellectual property as it does not have significant standalone functionality, and substantially all of the utility is derived from its association with the Company’s past or ongoing activities. The dealer arrangements are highly interrelated with the Company’s performance obligations to produce future units, further develop the brand and provide training and support to dealers and as such are considered to represent a single performance obligation.

The Company recognizes dealer territory fees over the expected term of the arrangement which includes estimated annual renewal periods. Changes in the estimate of renewal periods are accounted for prospectively from the period of the change in estimate by adjusting the remaining unrecognized revenue over the remaining estimated term. As these fees are typically received in cash at or near the execution of the arrangement, the cash received is initially recorded as a contract liability in deferred revenue until recognized as revenue over time.

Recently Accounting Pronouncements

The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 – LIQUIDITY

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2023, the Company ~~realized~~recognized a net ~~income~~loss of ~~$24,769~~$791,108 and cash used ~~for~~in operating activities was ~~$291,059, compared to cash used for operating activities of $1,2537,657~~ in$192,505. As the ~~prior period. Based on current projections, we believe our available cash on-hand, our current efforts to market and sell our~~Company further develops its products and ~~our ability~~markets, the Company may need to ~~significantly reduce expenses, will provide~~raise additional capital or borrow additional funds to support increasing levels of working capital until it is able to generate sufficient ~~cash resources to satisfy our operational needs, for at least one year from the date these financial statements are issued.~~revenues.

~~At March 31, 2023, the Company had cash on hand~~Management plans to generate increasing revenues and as needed raise additional capital or borrow additional funds in ~~the amount~~order to provide liquidity and fund increasing levels of ~~$45,843. Management estimates that the current cash funds and liquid investments of $432,243 and the continued increase in revenues, will be sufficient~~working capital to continue operations ~~through March 31, 2024.~~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 – ~~INVESTMENT IN TRADING SECURITIES~~SALE OF ASSETS

On May 17, 2020, the Company purchased $3,800,000 of various mutual fund assets from a broker. This investment meets the criteria of level one inputs for which quoted market prices are available in active markets for identical assets or liabilities as of the reporting date. As of September 30, 2022, these assets had all been sold. The Company has adjusted the reported amounts for these investments to market value resulting in a realized loss and unrealized loss of ~~$288,281~~$288,000 and $18,000, respectively, ~~as of~~for the ~~year~~nine months ended ~~December 31,~~September 30, 2022.

As a result of the Company’s purchase of mutual fund assets, the Company could have been deemed to be an “investment company” under the Investment Company Act of 1940 (the “Investment Company Act”). However, the Company did not intend to be an investment company and never intended to be engaged in the business of investing, reinvesting, owning, holding or trading in securities. Based on these facts, the Company relied on Rule 3a-2 under the Investment Company Act, which provides an exclusion from the definition of “investment company” for issuers meeting certain criteria. The Company endeavored to ensure that it was compliant with the conditions for relying on this rule within the time period permitted by Rule 3a-2. To comply with this exclusion, the Company has liquidated all of the mutual fund assets and no longer owns securities having a value exceeding 40% of the value of the Company’s total assets on an unconsolidated basis. This course of action was approved and authorized by the Company’s board of directors by unanimous written consent on August 17, 2021. As of December 31, 2022, and ~~March 31,~~September 30, 2023, the Company did not own any securities.

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment for continuing operations ~~consist~~consists of the following ~~at March 31,~~on September 30, 2023, and December 31, 2022:

March 31,
2023 December 31,
2022
Building and improvements $ 664,183 $ 664,183
Land 96,000 96,000
Vehicles 146,893 146,893
Office equipment 18,421 18,421
Production molds and fixtures 1,095,758 1,095,758
Tooling and fixtures 651,909 462,570
Other equipment 72,059 72,059
Furniture and fixtures 5,628 4,746
Total property and equipment cost 2,750,851 2,560,630
Less: accumulated depreciation and amortization (307,345 ) (262,523 )
Property and equipment, net $ 2,443,506 $ 2,298,107

~~Depreciation expense for the three months ended March 31, 2023, and 2022 was $44,822 and $19,000, respectively.~~

	September 30, 2023			December 31, 2022
Building and improvements	$	676,025		$	664,183
Land		96,000			96,000
Vehicles		146,893			146,893
Office equipment		18,421			18,421
Production molds and fixtures		1,408,160			1,095,758
Tooling and fixtures		686,553			462,570
Other equipment		22,322			72,059
Furniture and fixtures		5,628			4,746
Construction in progress		21,475			—
Total property and equipment cost		3,081,478			2,560,630
Less: accumulated depreciation and amortization		(404,223	)		(262,523	)
Property and equipment, net	$	2,677,255		$	2,298,107

NOTE 6 – ACCRUED PAYROLL TO OFFICER

Beginning in January 2018, the Company’s former CEO voluntarily elected to defer payment of his employment compensation. The balance of the compensation owed to the Company’s former CEO was $125,167 as of ~~March 31,~~September 30, 2023, and December 31, 2022. Deferral of wages ended on August 9, 2021, when the Company’s former CEO resigned from that position.

NOTE 7 – LOANS PAYABLE TO RELATED PARTIES

Loans payable to related parties consists of the following at ~~March 31,~~September 30, 2023 and December 31, 2022:

	2023			2022			2023			2022
Loan payable to officers/shareholders (a)	$	7,230,629		$	7,054,333		$	7,583,989		$	7,054,333
Loan Payable to related party - past due (b)		—			126,296			—			126,296
Total loans payable to related parties		7,230,629			7,180,629			7,583,989			7,180,629
Loan payable to related party, current portion		(352,296	)		(302,296	)		(412,086	)		(176,000	)
Total loans payable to related parties		6,788,333			6,878,333
Total loans payable to related parties, long-term								7,171,904			7,004,629

On August 5, 2022, the Company acquired ~~MIG~~Mig Marine and issued a 6.25% interest bearing note in the amount of $6,878,333; the note is payable to its majority shareholder, Paul Spivak. During the fourth quarter of 2022, there was a loan for $100,000 from Mr. Spivak and another for $76,000 from the Company’s current President & CEO; both these loans are non-interest-bearing loans.

To help address the Company’s capital needs to expand Cortes Campers production, Anthony R. Corpora, our chief executive officer, and Michal A. Coates, corporate controller, generously volunteered to take out personal loans and make those funds available to the Company. The Company entered into promissory notes with each of Messrs. Corpora and Coates reflecting these loans as follows:

On July 17, 2023, executed an unsecured promissory note with Anthony R. Corpora for $97,920 terms were for 84 months at 14.49%.

On July 17, 2023, executed an unsecured promissory note with Michael A. Coates for $50,000 terms were for 60 months at 11.42%.

On August 17, 2023, executed an unsecured promissory note with Anthony R. Corpora for $89,000 terms were for 48 months at 18.36%.

On August 29, 2023, executed an unsecured promissory note with Michael A. Coates for $75,000 terms were for 60 months at 13.35%.

On September 29, 2023, executed an unsecured promissory note with Michael A. Coates for $77,250 terms were for 84 months at 19.49%.

On August 5, 2022, we acquired Mig Marine from Paul Spivak, our former CEO and a significant shareholder. We paid for Mig Marine with a deferred deposit and a $6,195,000 promissory note. We failed to make required payments under the note in 2022 and ~~the first quarter of~~ 2023, and as a result were in default. However, Mr. Spivak ~~waived~~forgave the default, waived all interest due on the note for 2022 and 2023, and agreed to defer all payments of the deposit and under the note to January 2024. ~~For more information, please see~~ ~~Note 12 — Subsequent Events~~.As Spivak is a related party and majority shareholder of the Company, $126,295 of interest accrued as of December 31, 2022, has been treated as an in-substance capital contribution in 2023.

Loan payments to related parties were made through a combination of direct payments to the noteholder and instructions from the noteholder to pay obligations to others on their behalf.

NOTE 8 – LOANS PAYABLE

Loans payable ~~for continuing operations~~ consisted of the ~~following as of March 31, 2023 and December 31, 2022:~~following:

	March 31,			December 31,			September 30,			December 31,
	2023			2022			2023			2022
Real Estate loan (a)	$	258,657		$	259,450		$	257,062		$	259,450
Vehicle loans (b)		56,097			59,671			48,826			59,671
Working capital (c)		85,728			122,135			35,771			122,135
Total loans payable		400,483			426,000			341,659			441,256
Loans payable, current portion		(104,499	)		(140,905	)		(41,428	)		(140,905	)
Loans payable, net of current portion	$	295,984		$	280,000		$	300,231		$	300,351

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 one hundred nineteen (119) monthly payments of $2,322, with a final balloon payment on the one hundred twentieth (120) month, or September 10, 2030, of $224,835. The loan is guaranteed by the Company, the Company’s former CEO, and secured by the Company’s real estate. ~~The loan balance on December 31, 2022, was $259,450. During the year ended December 31, 2022, the Company made principal payments of $3,084 leaving a total of $259,450 owed at March 31, 2023.~~

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. The aggregate vehicle loan balance on two vehicles was $59,671 aton December 31, 2022, with an original loan period of 72 to 144 months, and interest rates of zero percent to 10.99%. The loan balance on ~~March 31,~~September 30, 2023, was ~~$56,097.~~$48,826.

On November 7, 2022, the Company entered into a $150,000 term loan with Fresh Funding related to the working capital for the production of campers. The loan requires weekly payments of $3,981 over the term of 12 months, has an interest rate of 38% per annum, and is guaranteed by both the Company’s former CEO and the current CEO. The loan balance on December 31, 2022, was $122,135. ~~During~~And as of September 30, 2023 the ~~year ended December 31,2022, the Company made principal payments of $23,369, and interest payments of $61,497. During the three months ended March 31,~~balance was $19,379.

On May 26, 2023, the Company entered into a $17,200 term loan with North Star Leasing Company for the purchase of a router. The loan requires monthly payment of $475 over the term of 60 months and has an interest rate of 14.58%. The loan balance as of September 30, 2023, was $16,392.

Additional loan was made ~~principal payments~~as follows:

On May 19, 2023, a loan was made with Lending Point in the amount of ~~$26,381, and interest payments~~$30,000 proceeds used for working capital, terms were for 60 months at the rate of ~~$10,025 leaving a total of $85,728 owed at March 31, 2023.~~13.49% per annum.

NOTE 9 – SHAREHOLDERS’ EQUITY

Common Shares Issued ~~for Cash~~

During the quarter ended ~~March 31,~~September 30, 2023, the Company 120,113 shares of common stock for professional services received, ~~proceeds~~at an average price of ~~$167,500 on the private placement~~$0.10 per share and of ~~1,675,000 shares~~1,000,000 share of common stock at an average price of ~~$0.10.~~$0.02 per share.

Summary of Warrants

There were no warrants granted or exercised during the quarter ended ~~March 31,~~September 30, 2023. Warrants for the period ended ~~March 31,~~September 30, 2023, are $0.

NOTE 10 – INCOME TAXES

At December 31, 2021, the Company had available Federal and state net operating loss carryforwards to reduce future taxable income. The amounts available were approximately$1,500,000 for Federal and state purposes. The carryforwards expire in various amounts through 2041. Given the Company’s history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the carryforwards. Accordingly, the Company has not recognized a deferred tax assets for this benefit. Section 382 generally limits the use of NOLs and credits following an ownership change, which occurs when one or more 5 percent shareholders increase their ownership, in aggregate, by more than 50 percentage points over the lowest percentage of stock owned by such shareholders at any time during the “testing period” (generally three years).

Effective January 1, 2007, the Company adopted FASB guidelines that address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of ~~March 31,~~September 30, 2023, and December 31, 2022, the Company did not have a liability for unrecognized tax benefits, and no adjustment was required at adoption.

The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of ~~March 31,~~September 30, 2023, and December 31, 2022, the Company has not accrued interest or penalties related to uncertain tax positions. Additionally, tax years 2018 through 2022 remain open to examination by the major taxing jurisdictions to which the Company is subject.

Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the carryforwards and will recognize the appropriate deferred tax asset at that time.

NOTE 11 – LEGAL PROCEEDINGS

There were no reportable legal proceedings initiated ~~or material developments in previously reported legal proceedings for~~during the quarter ended ~~March 31,~~September 30, 2023.

NOTE 12 – SUBSEQUENT EVENTS

On August 5, 2022, the Company acquired Mig Marine from Paul Spivak, our former CEO and a significant shareholder, for $6,833,333 pursuant to a stock purchase agreement between Mr. Spivak and USLG. The Mig Marine purchase price was completely financed by Mr. Spivak: pursuant to the purchase agreement a 10% deposit of $638,333 was deferred for one year interest free and was due August 5, 2023; and USLG issued Mr. Spivak a promissory note in the amount of $6,195,000 for the remainder. The note bears interest at the rate of 6.25% per year and had a five-year term with monthly installments of principal and interest due beginning on September 5, 2022, with the final payment on August 5, 2027. As we ramped up our camper business and reinvested revenues in the company, we failed to make any payments under the note, and as a result were in default. Reflecting his faith in USLG and in order to support the operations and continued growth of the company, Mr. Spivak waived the default, waived all interest due on the note for 2022 and 2023, and agreed to defer all payments of the deposit and under the note to January 2024, with the final note payment due December 1, 2028. Mr. Spivak provided the waiver and payment deferral on May 1, 2023, effective retroactively.

~~On April 18,~~November 3, 2023, the Company secured a ~~$30,000 loan~~$120,750 note from 1800 Diagonal Lending ~~Point~~LLC, to use for inventory purchasing. The ~~loan~~note bears ana one-time interest charge and ongoing interest rate of ~~13.49% and requires~~twelve (12%). Nine monthly payments of ~~$690~~$15,027 commence on December 15, 2023, with ~~no pre-payment penalty.~~eight (8) subsequent payments each month thereafter.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This quarterly report contains statements that are forward-looking within the meaning of Section 21E of the Exchange Act. Forward-looking statements are statements other than historical facts, including, without limitation, statements that are identified by words like “may,” “could,” “would,” “should,” “will,” “believe,” “expect,” “anticipate,” “plan,” “predict,” “estimate,” “target,” “project,” “intend,” or similar expressions. These statements include, among others, statements regarding our current expectations, estimates and projections about future events and financial trends affecting the financial condition and operations of our business. These statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed. You should not rely solely on these forward-looking statements and should consider all uncertainties and risks throughout this document. Forward-looking statements are only predictions and not guarantees of performance and speak only as of the date they are made. We do not undertake to update any forward-looking statement in light of new information or future events.

Although we believe that the expectations, estimates and projections reflected in the forward-looking statements in this report are based on reasonable assumptions when they were made, we cannot assure you that these expectations, estimates and projections will be achieved. We believe the forward-looking statements in this report are reasonable; however, you should not place undue reliance on any forward-looking statement, as they are based on current expectations. Future events and actual results may differ materially from those discussed in the forward-looking statements. Some of the factors that could cause actual results to differ materially from our expectations are discussed Risk Factors beginning on page 64 of our ~~Annual Report~~prospectus dated September 18, 2023 and filed with the Securities and Exchange Commission on ~~Form 10-K for the year ended December 31, 2022.~~that date.

~~General~~ Overview

Unless the context otherwise requires, references in this report to “USLG,” the “company,” “we,” “us” and “our” refer to US Lighting Group, Inc. ~~is a holding company with four operating subsidiaries — Cortes Campers, LLC, a brand of high-end molded fiberglass recreational campers, Futuro Houses, LLC, 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.its wholly-owned subsidiaries.

We are an innovative composite manufacturer utilizing advanced fiberglass technologies in growth sectors such as high-end recreational vehicles (RVs), prefabricated off-grid houses, and high-performance powerboats. We derive expertise and inspiration from the marine industry, where the harshest conditions are expected and ~~must be~~ met with superior engineering and the latest in composite technology. ~~We apply these standards to the products we manufacture and supply to the recreational vehicle (RV) market and, more recently, to the prefabricated housing segment.~~

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 ~~also~~ allows for the creation of irregular, unusual or circular objects, which permits the innovative shapes and features of our products.

Our vision is to promote innovation and challenge manufacturing practices in industries that rely on labor-intensive, outdated and wasteful processes, while providing consumers with superior products designed to last for generations.

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. As of ~~March 31,~~September 30, 2023, our revenue was driven by shipments of fiberglass campers marketed under the Cortes Campers ~~brand and financial results for the first quarter of 2023 reflect revenue of $905,235 generated by Cortes Campers.~~brand.

Cortes Campers ~~currently builds one~~designs and manufactures high-end molded fiberglass ~~17-foot~~RV travel ~~trailer model, which is unique to the industry due to innovative construction techniques such as an axle-less suspension, floor plan that allows~~trailers and campers designed for ~~an eight cubic foot refrigerator~~comfort, style and ~~full-size wet bath, marine grade~~durability. We utilize superior quality materials and ~~rugged~~fiberglass construction ~~unmatched~~resulting in significantly stronger, more durable and lighter weight products. Cortes Campers’ first product is the ~~industry.~~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 ~~use marine grade exterior gel coats, which provide our campers with bright~~are currently developing additional models, including a larger, family-oriented all composite 22-foot travel trailer. Cortes Campers has established a network of professional RV dealerships to market and ~~fade-resistant colors, also unmatched~~distribute its products. As of September 30, 2023, Cortes Campers are available through 38 dealer locations in ~~the industry.~~US and Canada.

Our campers are distributed through a chain of regional distributors and are currently available for purchase in US and Canada. Other molded fiberglass RV manufacturers don’t have a dealer network, which provides Cortes Campers with competitive advantage when approaching dealers.

~~On January 12, 2022,~~Recognizing that we ~~formed~~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 ~~LLC to design, marketing and distribute prefabricated molded fiberglass homes. Throughout 2022,~~after the Futuro ~~Houses engaged in engineering and development of our first “UFO” themed home model inspired by~~Pod, the ~~original Futuro house~~iconic “UFO house” designed by Finnish architect Matti ~~Suuronen.~~Suuronen, of which fewer than one hundred were built during the late 1960s and early 1970s. Our first home design is an update of the original Futuro utilizing modular construction and fiberglass for structural integrity and energy efficiency and designed to address modern residential requirements in a 600-square-foot living space. The Futuro can also serve as a commercial structure as it is currently available as a “shell kit” to be outfitted by consumers to meet their needs. We exhibited the Futuro house at the Cleveland Home & Remodeling Expo in March 2023, signed our first distributor in New York, and sold our first home in May 2023. During the third quarter, we developed and built the first prototype ~~was finished~~of our FH-200 model, a fiberglass tiny home with 200 square feet of living space. We are currently exploring market opportunities for the FH-200 with various municipal governments seeking to provide housing for disadvantaged communities.

In early 2021, we formed Fusion X Marine to design, manufacture and distribute high-performance speed boats utilizing advanced fiberglass composites. Our first boat model is the X-15, a miniature speed boat designed for rental sites and excursions, as well as to serve as an entry-level boat for first time buyers. Tooling and molds have been developed for this model and the X-15 is expected to go into production in ~~January~~the fourth quarter of 2023. The similarly styled X-27 is a 27-foot fiberglass V-hull speedboat and is designed for speed and superior maneuverability. The tooling and molds for the X-27 are currently under development and the model is not yet available for pre-orders. As of September 30, 2023, ~~and as of March 31, 2023 Futuro had reported revenues of $300,000.~~Fusion X Marine has not generated revenue for us.

We plan to expand our manufacturing footprint, enhance production techniques, and develop more products in the RV, marine and composite housing sectors. ~~Current~~Our current R&D efforts are ~~directed towards~~focused on future tow-behind camper models under Cortes Campers brand as well as prefabricated housing segment.

~~In 2022 Cortes Campers obtained RVIA industry certification (RVIA~~Our headquarters, manufacturing and research and development facilities are located at 1148 East 222nd Street, Euclid, Ohio, 44117. Our website is a voluntary association of recreational vehicle manufacturers which promulgates recreational vehicle safety standards in the U.S.) and was listed on J.D. Power registry, which allowed end-consumers simplified access to financing as well as provided dealers with confidence in our manufacturing techniques and product values. Throughout 2022, and continuing in 2023, we developed relationships with several financial institutions to provide credit to our dealers under floor planning programs. Those arrangements significantly improved dealer acceptance of Cortes Campers as a new manufacturer, which has resulted in increased sales and revenue.

On August 5, 2022, we acquired MIG Marine Corporation (“Mig Marine”) from Paul Spivak, our former CEO and a significant shareholder. The Mig Marine acquisition has been determined to be a combination of entities under common control that resulted in a change in the reporting entity. Accordingly, our financial results have been recast to include the financial results of Mig Marine in the current and prior periods as if Mig Marine had always been consolidated with USLG. The assets and liabilities of Mig Marine have been recorded in our consolidated statements of financial condition at the seller’s historical carrying value.www.USLightingGroup.com.

~~Subsequent~~Recent Events

Cortes Campers participated in the 2023 RV Show in Hershey, Pennsylvania in partnership with its dealer, Liberty RV of Gettysburg, Pennsylvania. The event, aptly titled “America’s Largest RV Show,” included nearly 1,500 vehicles from approximately 35 manufacturers and ran from September 13-17, 2023 at the Giant Center in Hershey; thousands of customers, dealers, and interested parties visited the show. We then exhibited products at the Elkhart RV Dealer Open House from September 25-27 in Elkhart, Indiana. This event, dubbed the “Largest RV Dealer Show on Earth,” showcased our Cortes Campers RVs for distributors from across North America.

Company History

The company was originally incorporated in the State of Florida on October 17, 2003, under the name Luxurious Travel Corp. Initially the company developed hotel booking software, but subsequently exited that business. On ~~August 5, 2022,~~July 13, 2016, we acquired ~~Mig Marine from Paul Spivak,~~a company named US Lighting Group, Inc. (founded in 2013) and changed our ~~former CEO and a significant shareholder, for $6,833,333 pursuant~~corporate name to a stock purchase agreement between Mr. Spivak and USLG. The Mig Marine purchase price was completely financed by Mr. Spivak: pursuant to the purchase agreement a 10% deposit of $638,333 was deferred for one year interest free and was due August 5, 2023; and USLG issued Mr. Spivak a promissory note in the amount of $6,195,000 for the remainder. The note bears interest at the rate of 6.25% per year and had a five-year term with monthly installments of principal and interest due beginning on September 5, 2022, with the final paymentUS Lighting Group, Inc. on August ~~5, 2027. As we ramped up our camper business and reinvested revenues in~~9, 2016. At the time, the company designed and manufactured commercial LED lighting. Ultimately, we ~~failed~~decided to ~~make any payments under~~exit the ~~note,~~LED lighting market, which was being negatively impacted by inexpensive import products, and ~~as a result were in default. Reflecting his faith in USLG and in order to support the operations and continued growth of the company, Mr. Spivak waived the default, waived all interest due~~enter new business lines focused on the note for 2022 and 2023, and agreed to defer all payments of the deposit and under the note to January 2024, with the final note payment due December 1, 2028. Mr. Spivak provided the waiver and payment deferral on May 1, 2023, effective retroactively.recreational products manufactured from advanced composite materials.

Results of Operations for the Three Months Ended ~~March 31,~~September 30, 2023, Compared to the Three Months Ended ~~March 31,~~September 30, 2022

Sales

Total unit sales from ~~continuing~~ operations for the quarter ended ~~March 31,~~September 30, 2023 were ~~$1,205,235,~~$705,152, compared to ~~$76,000~~516,000 in the ~~first~~third quarter of 2022, an increase of ~~$1,129,235,000. The increase~~$189,122. We believe that the decrease in expected sales is ~~attributed~~the result of the overall general decline for the RV industry as a whole. Results for the RV Industry Association’s September 2023 survey of manufacturers found that total RV shipments ended the month with 24,700 units, a decrease of 12.9% compared to ~~$905,235~~the 28,363 units shipped in September 2022. Year to date, RV shipments are down 42.8% with 238,121 units. The introduction of ~~recreational vehicles (RV) and related components sales through~~ our latest model, the Cortes ~~Campers subsidiary and $300,000~~16, in July, required general production adjustments that also impacted our unit production rate. Our R&D focus is currently on the next Cortes model, the Cortes 22, which has an anticipated release date of ~~revenue from the sale of a Futuro Houses dealership.~~late 2023.

Cost of Goods Sold

Cost of goods sold from ~~continuing operations~~ for the quarter ended ~~March 31,~~September 30, 2023, were ~~$701,319,~~$688,585, compared to ~~$68,00~~$528,000 for the ~~first~~third quarter of 2022. The increased cost of goods sold relates to the year over year increases in camper sales by Cortes Campers.

Operating Expenses

Selling, general and administrative expenses were $652,467 for the quarter ended September 30, 2023, compared to $526,000 for the third quarter of 2022, an increase of $126,467, or 24%. The increase over the prior year can be attributed to increased personnel costs associated with Cortes Campers and the cost of being a public company.

We had no product development costs for the quarters ended September 30, 2023, compared to $78,000 as of September 30, 2022.

Other Income/Expense

During the quarter ended September 30, 2023, we had total other expense of $54,936, compared to $47,000 for the third quarter of 2022.

Net Loss

As a result of the factors discussed above, we had a net loss of $640,835 for the quarter ended September 30, 2023, compared to a net loss of $663,000 for the third quarter of 2022.

Results of Operations for the Nine Months Ended September 30, 2023 Compared to the Nine Months Ended September 30, 2022

Sales

Total unit sales from operations for the nine months ended September 30, 2023, were $2,972,220, compared to $641,000 for the nine months ended September 30, 2022, an increase of $2,331,220. The increase in sales is attributed to new Cortes Campers sales. For year-to-date, sales also includes $120,502 from Futuro dealer licensing fees.

Cost of Goods Sold

Cost of goods sold for the nine months ended the September 30, 2023, were $2,210,820, compared to $754,000 for the nine months ended the September 30, 2022. The cost of goods sold for 2023 relates to increased camper sales ~~from the Company’s~~by Cortes ~~Campers subsidiary.~~Campers.

Operating Expenses

Selling, general and administrative expenses (“SG&A”) from continuing operations were ~~$472,349~~$1,602,009 for the ~~quarter~~nine months ended ~~March 31,~~September 30, 2023, compared to ~~$266,000~~$1,134,000 for the first ~~quarter~~nine months of 2022, an increase of ~~$206,349,~~$468,009, or ~~77.6%~~41%. The increase over the prior year can be attributed to increased personnel costs associated with ~~the Company’s~~expanded Cortes Campers ~~Subsidiary.~~and higher professional fees related to reporting as a public company.

We had no product development costs of $123,000 for the ~~quarter~~nine months ended ~~March 31, 2023, compared to $0 for the first quarter of~~September 30, 2022. ~~The Company continues its focus to the RV, marine, composite housing, and electronics sectors.~~

Other Income/Expense

During the ~~quarter~~nine months ended ~~March 31, 2022,~~September 30, 2023, we had total other expense of ~~$6,797. Total other expense from~~$71,002, all relating to interest ~~expense~~expense. This compares to $275,000 for the first ~~quarter~~nine months of 2022, ~~was $118,000.~~which included, unrealized loss of $288,000, realized loss from investments of $18,000, interest income of $4,000, interest expenses of $56,000 and gain on disposal of fixed assets of $23,000.

Net Loss

WeAs a result of the factors discussed above, we had a net ~~income from continuing operations~~loss of ~~$24,769~~$791,108 for the ~~quarter~~nine months ended ~~March 31, 2022,~~September 30, 2023, compared to a net loss of ~~$376,000~~$1,645,000 for the first ~~quarter~~nine months of 2022. Our overall net ~~income increased~~loss decreased mainly due to ~~the sales of Cortes Campers RVs and related components and new distributorships for Futuro Houses.~~increased revenues.

Liquidity and Capital Resources

~~Changes in Cash Flows~~

Net cash used in operating activities for the ~~quarter~~nine months ended ~~March 31,~~September 30, 2023, was ~~$257,000,~~$196,505, compared to net cash ~~provided by~~used in operating activities of ~~$218,559~~$1,417,000 for the ~~first quarter~~nine months of 2022.

Net cash used in investing activities was ~~$190,221~~$521,467 for the ~~quarter~~nine months ended ~~March 31,~~September 30, 2023, compared to ~~$703,000~~$1,068,000 provided by investing activities for the ~~first quarter~~nine months of 2022. The difference is primarily due to ~~a very small investment in~~the sale of fixed assets of $35,000 for the ~~first quarter~~nine months of 2022 and proceeds of ~~$704,000~~$1,341,000 received from ~~the sale of~~ trading ~~securities as compared with a much larger investment in fixed assets for the first quarter of 2023.~~securities.

Net cash provided by financing activities for the ~~quarter~~nine months ended ~~March 31,~~September 30, 2023, was ~~$403,691,~~$597,559, which included proceeds of $167,500 received from the sale of common ~~stocks~~stock and ~~the repayment~~proceeds of ~~$236,191 of~~$566,966 from loans ~~payable.~~payable and related party loans. Total loan payments were $136,907. Net cash ~~used in~~provided by financing activities for the ~~first~~third quarter of 2022 was ~~$328,000,~~$125,000, which ~~was all for~~included proceeds of $80,000 from the ~~repayment~~sale of common stock, $561,000 from proceeds of notes payable to related parties, $105,000 as payment of loans ~~payable.~~payable and $411,000 for payments on notes payable to related parties.

Critical Accounting Policies and Estimates

Please refer to our Annual Report on Form 10-K for the year ended December 31, 2022 for a full discussion of our critical accounting policies. The Company has amended and replaced its previously disclosed accounting policy for revenue recognition with that in Note 1 to the accompanying footnotes to the financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Because USLG is a “smaller reporting company” as defined by the Securities and Exchange Commission we are not required to provide additional market risk disclosure.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

~~Our~~Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, ~~team, with~~including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13(a)-15(e) and 15(d)-15(e) under the ~~participation~~Exchange Act, at the time the Original Quarterly Report was filed, our Chief Executive Officer and Chief Financial Officer carried out evaluations of ~~our chief executive officer, Anthony Corpora, and chief financial officer, Donald O. Retreage, Jr., evaluated~~ the effectiveness of the design and operation of ~~USLG’s~~our disclosure controls and procedures as of March 31, 2023, and concluded that our disclosure controls and procedures were effective. After filing the March 31, 2023 Form 10-Q, while preparing this report, the Company identified a material weakness in internal control over financial reporting as described below. As a result, our Chief Executive Officer and Chief Financial Officer have re-evaluated the disclosure controls and procedures and concluded that our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) under the ~~Securities~~ Exchange Act) ~~as of March 31, 2023. Based upon this evaluation, Messrs. Corpora and Retreage concluded that the company’s disclosure controls and procedures~~ were not effective as of ~~March 31,~~September 30, 2023, due to the material weakness in internal control over financial reporting as described below.

Material Weakness in Internal Control over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management identified a material weakness in our internal control over financial reporting as of September 30, 2023 that prevented us appropriately determining the required revenue recognition accounting treatment for fees received from Futuro Houses dealer territory agreements, which was a new type of transaction for the Company beginning in 2023.

Remediation Plan

With oversight from the Board of Directors and input from management, the Company has begun designing and implementing changes in processes and controls to remediate the material weakness described above and to enhance our internal control over financial reporting, including a control to review types of transactions we are encountering for the first time and more extensively evaluating the applicable accounting guidance including where applicable seeking outside advisory services to assist us in that evaluation.

Changes in Internal Control Over Financial Reporting

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 principal executive and principal financial officers, or persons performing similar functions, 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~~Other than described above, there have been no changes in our internal control over financial reporting ~~identified in connection with~~during the ~~evaluation required by the Securities Exchange Act that occurred during our first fiscal~~ quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal ~~control~~controls over financial ~~reporting.~~reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

There were no reportable legal proceedings initiated, or material ~~developments~~events in previously reported legal proceedings, during the ~~first~~third quarter.

Item 1A. Risk Factors.

Please refer to the risk factors listed under ~~“Item 1A:~~ Risk ~~Factors” in~~Factors beginning on page 4 of our ~~Annual Report~~prospectus dated September 18, 2023 and filed with the Securities and Exchange Commission on ~~Form 10-K for the year ended December 31, 2022~~that date for information relating to certain risk factors applicable to USLG.

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

~~During the quarter end of March 31,~~In July 2023, we ~~offered~~issued 120,113 unregistered shares of our common stock invalued at an average of approximately $0.10 a ~~private placement~~share to ~~investors~~our corporate law firm for legal services provided to ~~fund our working capital needs. During~~USLG during the ~~quarter we sold to four investors 1,675,000 shares for an aggregate amount~~first half of ~~$167,500.~~the year. The issuance of shares ~~in the private placement~~to our law firm was exempt from registration under Section 4(a)(2) of the Securities ~~Act~~Act.

On July 14, 2023, we entered into a common stock purchase agreement with Alumni Capital LP establishing an equity line pursuant to which Alumni agreed to purchase up to $1.0 million of our common stock. As required by the purchase agreement, on September 1, 2023 we filed a registration statement to register the resale of any shares we sell to Alumni. The registration statement was declared effective on September 15, and ~~Rule 506(b)~~on September 28 we sold Alumni 1.0 million shares of common stock for $0.016 a share, or $16,000 in the aggregate. We used the sale proceeds for general working capital purposes. The per share purchase price that Alumni paid for our shares pursuant to the purchase agreement is based on the trading price of our shares and is equal to 80% of the lowest traded price of our stock during the six business days prior to the date the sale of the shares closes. Because we were required to deliver the shares to Alumni before Alumni paid for them, Alumni sold shares in the market during the pricing period, driving down the price that they were then required to pay for the shares. Based on Alumni’s handling of the first closing, we do not currently plan to draw on the equity line again and sell any additional shares to Alumni. The issuances of shares to Alumni was exempt from registration under Section 4(a)(2) of the Securities Act. ~~We discontinued the Rule 506(b) private placement at the end of March.~~

Item 3. Defaults Upon Senior Securities.

~~On August 5, 2022, we acquired Mig Marine for $6,833,333 from Paul Spivak, our former CEO and a significant shareholder. We paid for Mig Marine~~During the quarter ended September 30, 2023, USLG was not in material default with ~~a deferred deposit and $6,195,000 promissory note. As we ramped up our camper business and reinvested revenues in the company, we failed~~respect to ~~make~~ any ~~payments under the note in 2022 or the first quarter~~ of 2023, and as a result were in default. Reflecting his faith in USLG and in order to support the operations and continued growth of the company, Mr. Spivak waived the default, waived all interest due on the note for 2022 and 2023, and agreed to defer all payments of the deposit and under the note to January 2024, with the final note payment due December 1, 2028. Mr. Spivak provided the waiver and payment deferral on May 1, 2023, effective retroactively. For more information, please turn to ~~Subsequent Events~~ ~~on page 12.~~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,~~September 30, 2023.

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
~~101.INS~~		Inline XBRL Instance Document
101.SCH
~~101.SCH~~		Inline XBRL Taxonomy Extension Schema Document
101.CAL
~~101.CAL~~		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
~~101.DEF~~		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
~~101.LAB~~		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
~~101.PRE~~		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
~~104~~		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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,~~November 21, 2023	/s/ Anthony Corpora
	By Anthony Corpora, Chief Executive Officer (Principal Executive Officer)

~~May 15,~~November 21, 2023	/s/ Donald O. Retreage, Jr.
	By Donald O. Retreage, Jr., Chief Financial Officer (Principal Financial Officer)

~~May 15,~~November 21, 2023	/s/ Michael A. Coates
	By Michael A. Coates, Corporate Controller (Principal Accounting Officer)

1618

iso4217:USD xbrli:shares

	March 31, 2023			December 31, 2022
	(Unaudited)
ASSETS
Current Assets:
Cash	$	45,843		$	124,529
Accounts receivable		162,657			5,950
Prepaid expenses and other current assets		80,920			87,174
Inventory	$	188,666		$	200,162
Total Current Assets		478,086			417,815

Property and equipment, net		2,443,506			2,298,107
Total Assets	$	2,921,592		$	2,715,922

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	661,309		$	607,647
Accrued expenses		61,735			111,223
Accrued payroll to a former officer		125,167			125,167
Convertible notes payable		—			—
Loan payable– current portion		104,499			140,905
Loans payable, related party		352,296			176,000
Total Current Liabilities		1,305,006			1,160,942

Loans payable, net of current portion		295,984			300,351
Loans Payable, related party		6,878,333			7,004,629
Total Liabilities	$	8,479,323		$	8,465,922

Commitments and Contingencies

Shareholders’ Equity:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock, $0.0001 par value, 500,000,000 shares authorized; 101,609,825 shares issued and outstanding		10,376			10,209
Additional paid-in-capital		19,938,444			19,771,111
Accumulated deficit		(25,506,551	)		(25,531,320	)
Total Shareholders’ Equity		(5,557,731	)		(5,750,000	)

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	2,921,592		$	2,715,922

	For the Three Months ended March 31,
	2023			2022
Sales	$	1,205,235		$	76,000
Cost of goods sold		701,319			68,000
Gross profit		503,916			8,000

Operating expenses:
Selling, general and administrative expenses		472,349			266,000
Product development costs		—			—
Total operating expenses		472,349			266,000

Income (loss) from operations		31,567			(258,000	)

Other income (expense):
Other income, net		—			15,000
Unrealized loss		—			(157,000	)
Realized gain		—			31,000
Interest income		249			2,000
Interest expense		(7,046	)		(5,000	)
Interest expense, related party		—			(4,000	)
Total other expense		(6,797	)		(118,000	)

Net income (loss) from operations		24,769			(376,000	)
Net income (loss)	$	24,769		$	(376,000	)

Basic income (loss) per share	$	0.00		$	(0.00	)
Diluted income (loss) per share	$	0.00		$	(0.00	)

Weighted average common shares outstanding, basic		98,947,384			97,848,735
Weighted average common shares outstanding, diluted		98,947,384			97,848,735