Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 01, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | U.S. Lighting Group, Inc. | |
Trading Symbol | N/A | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 101,609,825 | |
Amendment Flag | false | |
Entity Central Index Key | 0001536394 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-55689 | |
Entity Incorporation, State or Country Code | FL | |
Entity Tax Identification Number | 46-3556776 | |
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 | |
City Area Code | (216) | |
Local Phone Number | 896-7000 | |
Title of 12(b) Security | N/A | |
Security Exchange Name | NONE | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
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 |
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 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
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 | 101,609,825 | 101,609,825 |
Common stock, shares outstanding | 101,609,825 | 101,609,825 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
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 (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) | 98,947,384 | 97,848,735 |
Weighted average common shares outstanding, diluted (in Shares) | 98,947,384 | 97,848,735 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders’ Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 10,000 | $ 17,791,000 | $ (16,256,000) | $ 1,545,000 | |
Balance (in Shares) at Dec. 31, 2021 | 98,798,735 | ||||
Net income (loss) | (376,000) | (376,000) | |||
Balance at Mar. 31, 2022 | $ 10,000 | 17,791,000 | (69,632,000) | 1,169,000 | |
Balance (in Shares) at Mar. 31, 2022 | 97,848,735 | ||||
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 | ||||
Proceeds from sale of common stock | $ 167 | 167,332 | 167,500 | ||
Proceeds from sale of common stock (in Shares) | 1,675,000 | ||||
Net income (loss) | 24,769 | 24,769 | |||
Balance at Mar. 31, 2023 | $ 10,376 | $ 19,938,443 | $ (25,506,551) | $ (5,557,731) | |
Balance (in Shares) at Mar. 31, 2023 | 101,609,825 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 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 | 1,575,000 | |
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 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2023 | |
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. On January 12, 2022, we formed Futuro Houses, LLC, a Wyoming company, to design, market and distribute molded fiberglass homes. Throughout 2022, Futuro Houses engaged in engineering and development of our first “UFO” themed home model inspired by the original Futuro house designed by Finnish architect Matti Suuronen. On August 5, 2022, we acquired MIG Marine Corporation, a fiberglass manufacturing company founded in 2003. With the acquisition of Mig Marine, we were able to streamline our manufacturing processes, improve production cycles and scale to meet the demand of Cortes Campers generated order back-log. We plan to expand our manufacturing footprint, enhance production techniques, and develop more products in the RV, marine, and composite housing sectors. Current R&D efforts are directed towards future tow-behind camper models under the Cortes Campers brand as well as prefabricated housing segment. As of March 31, 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. The Company is a Florida corporation founded in 2003. We are located in Euclid, Ohio. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 month period ending March 31, 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 and $124,529 of cash equivalents as of the three months ended March 31, 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, and Mig Marine, LLC. All intercompany transactions and balances have been eliminated in consolidation. Revenue Recognition The Company recognizes revenue in accordance 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. Under this guidance, revenue is recognized when control of promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company reviews its sales transactions to identify contractual rights, performance obligations, and transaction prices, including 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. Recent 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. |
Liquidity
Liquidity | 3 Months Ended |
Mar. 31, 2023 | |
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. During the three months ended March 31, 2023, the Company realized a net income of $24,769 and cash used for operating activities was $291,059, compared to cash used for operating activities of $ 1,2537,657 At March 31, 2023, the Company had cash on hand in the amount 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 to continue operations through March 31, 2024. |
Investment in Trading Securitie
Investment in Trading Securities | 3 Months Ended |
Mar. 31, 2023 | |
Investment in Trading Securities [Abstract] | |
INVESTMENT IN TRADING SECURITIES | NOTE 4 – INVESTMENT IN TRADING SECURITIES 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 and $18,000, respectively, as of the year ended December 31, 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, 2023, the Company did not own any securities. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment for continuing operations consist of the following at March 31, 2023 and December 31, 2022: March 31, December 31, 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. |
Accrued Payroll to Officer
Accrued Payroll to Officer | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Payroll to Officer [Abstract] | |
ACCRUED PAYROLL TO OFFICER | 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, 2023 and December 31, 2022. Deferral of wages ended on August 9, 2021, when the Company’s former CEO resigned from that position. |
Loans Payable to Related Partie
Loans Payable to Related Parties | 3 Months Ended |
Mar. 31, 2023 | |
Loans Payable to Related Parties [Abstract] | |
LOANS PAYABLE TO RELATED PARTIES | NOTE 7 – LOANS PAYABLE TO RELATED PARTIES Loans payable to related parties consists of the following at March 31, 2023 and December 31, 2022: 2023 2022 Loan payable to officers/shareholders (a) $ 7,230,629 $ 7,054,333 Loan Payable to related party - past due (b) — 126,296 Total loans payable to related parties 7,230,629 7,180,629 Loan payable to related party, current portion (352,296 ) (302,296 ) Total loans payable to related parties 6,788,333 6,878,333 a. On August 5, 2022, the Company acquired 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. b. 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 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 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. |
Loans Payable
Loans Payable | 3 Months Ended |
Mar. 31, 2023 | |
Loans Payable [Abstract] | |
LOANS PAYABLE | NOTE 8 – LOANS PAYABLE Loans payable for continuing operations consisted of the following as of March 31, 2023 and December 31, 2022: March 31, December 31, 2023 2022 Real Estate loan (a) $ 258,657 $ 259,450 Vehicle loans (b) 56,097 59,671 Working capital (c) 85,728 122,135 Total loans payable 400,483 426,000 Loans payable, current portion (104,499 ) (140,905 ) Loans payable, net of current portion $ 295,984 $ 280,000 a. 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. b. 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 at 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, 2023, was $56,097. c. 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 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, 2023, the Company made principal payments of $26,381, and interest payments of $10,025 leaving a total of $85,728 owed at March 31, 2023. |
Shareholders_ Equity
Shareholders’ Equity | 3 Months Ended |
Mar. 31, 2023 | |
Shareholders’ Equity [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 9 – SHAREHOLDERS’ EQUITY Common Shares Issued for Cash During the quarter ended March 31, 2023, the Company received proceeds of $167,500 on the private placement of 1,675,000 shares of common stock, at an average price of $0.10. Summary of Warrants There were no warrants granted or exercised during the quarter ended March 31, 2023. Warrants for the period ended March 31, 2023, are $0. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income taxes [Abstract] | |
INCOME TAXES | 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, 2023, and 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, 2023, and 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. |
Legal Proceedings
Legal Proceedings | 3 Months Ended |
Mar. 31, 2023 | |
Legal Proceedings [Abstract] | |
LEGAL PROCEEDINGS | NOTE 11 – LEGAL PROCEEDINGS There were no reportable legal proceedings initiated, or material developments in previously reported legal proceedings for the quarter ended March 31, 2023. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 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, 2023, the Company secured a $30,000 loan from Lending Point to use for inventory purchasing. The loan bears an interest rate of 13.49% and requires monthly payments of $690 with no pre-payment penalty. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | 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 month period ending March 31, 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 | 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 on 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. There was $45,843 and $124,529 of cash equivalents as of the three months ended March 31, 2023 and the year ended December 31, 2022, respectively, held in the Company’s investment account. |
Basis of Consolidation | 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, and Mig Marine, LLC. All intercompany transactions and balances have been eliminated in consolidation. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance 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. Under this guidance, revenue is recognized when control of promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company reviews its sales transactions to identify contractual rights, performance obligations, and transaction prices, including 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. |
Recently Accounting Pronouncements | Recent 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. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | March 31, December 31, 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 |
Loans Payable to Related Part_2
Loans Payable to Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Loans Payable to Related Parties Table [Abstract] | |
Schedule of loans payable to related parties | 2023 2022 Loan payable to officers/shareholders (a) $ 7,230,629 $ 7,054,333 Loan Payable to related party - past due (b) — 126,296 Total loans payable to related parties 7,230,629 7,180,629 Loan payable to related party, current portion (352,296 ) (302,296 ) Total loans payable to related parties 6,788,333 6,878,333 a. On August 5, 2022, the Company acquired 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. b. 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 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 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. |
Loans Payable (Tables)
Loans Payable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Loans Payable [Abstract] | |
Schedule of loans payable for outstanding loan | March 31, December 31, 2023 2022 Real Estate loan (a) $ 258,657 $ 259,450 Vehicle loans (b) 56,097 59,671 Working capital (c) 85,728 122,135 Total loans payable 400,483 426,000 Loans payable, current portion (104,499 ) (140,905 ) Loans payable, net of current portion $ 295,984 $ 280,000 a. 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. b. 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 at 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, 2023, was $56,097. c. 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 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, 2023, the Company made principal payments of $26,381, and interest payments of $10,025 leaving a total of $85,728 owed at March 31, 2023. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Cash equivalents | $ 45,843 | $ 124,529 |
Liquidity (Details)
Liquidity (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Liquidity [Abstract] | ||
Realized a net loss | $ 24,769 | |
Cash on hand | 45,843 | $ 124,529 |
Accounts receivable backorders | 432,243 | |
Cash provided by operating activities | 12,537,657 | |
Cash used in operating activities | $ 291,059 |
Investment in Trading Securit_2
Investment in Trading Securities (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
May 17, 2020 | Mar. 31, 2023 | |
Investments [Member] | ||
Investment in Trading Securities (Details) [Line Items] | ||
Purchased of mutual fund assets | $ 3,800,000 | |
Realized loss | $ 288,281 | |
Unrealized loss | $ 18,000 | |
Company Owned Securities [Member] | ||
Investment in Trading Securities (Details) [Line Items] | ||
Securities owned, percentage | 40% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 44,822 | $ 19,000 |
Property and Equipment (Detai_2
Property and Equipment (Details) - Schedule of property and equipment - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of property and equipment [Abstract] | ||
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 |
Building and Improvements [Member] | ||
Schedule of property and equipment [Abstract] | ||
Property and equipment, gross | 664,183 | 664,183 |
Land [Member] | ||
Schedule of property and equipment [Abstract] | ||
Property and equipment, gross | 96,000 | 96,000 |
Vehicles [Member] | ||
Schedule of property and equipment [Abstract] | ||
Property and equipment, gross | 146,893 | 146,893 |
Office equipment [Member] | ||
Schedule of property and equipment [Abstract] | ||
Property and equipment, gross | 18,421 | 18,421 |
Production molds and fixtures [Member] | ||
Schedule of property and equipment [Abstract] | ||
Property and equipment, gross | 1,095,758 | 1,095,758 |
Tooling and fixtures [Member] | ||
Schedule of property and equipment [Abstract] | ||
Property and equipment, gross | 651,909 | 462,570 |
Other equipment [Member] | ||
Schedule of property and equipment [Abstract] | ||
Property and equipment, gross | 72,059 | 72,059 |
Furniture and fixtures [Member] | ||
Schedule of property and equipment [Abstract] | ||
Property and equipment, gross | $ 5,628 | $ 4,746 |
Accrued Payroll to Officer (Det
Accrued Payroll to Officer (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Accrued Payroll to Officer [Abstract] | ||
Compensation owed to officer | $ 125,167 | $ 125,167 |
Loans Payable to Related Part_3
Loans Payable to Related Parties (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Aug. 05, 2022 | |
Loans Payable to Related Parties (Details) [Line Items] | |||
Interest rate | 6.25% | ||
Interest bearing amount | $ 6,878,333 | ||
Accrued interest | $ 100,000 | ||
Loan amount | $ 400,483 | 426,000 | |
Loans payable to related parties description | b.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 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. | ||
Mr. Spivak [Member] | |||
Loans Payable to Related Parties (Details) [Line Items] | |||
Loan amount | $ 76,000 |
Loans Payable to Related Part_4
Loans Payable to Related Parties (Details) - Schedule of loans payable to related parties - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||
Total loans payable to related parties, gross | $ 7,230,629 | $ 7,180,629 | |
Total loans payable to related parties | 6,788,333 | 6,878,333 | |
Loan payable to officers/shareholders [Member] | |||
Debt Instrument [Line Items] | |||
Total loans payable to related parties, gross | [1] | 7,230,629 | 7,054,333 |
Loan Payable to related party - past due [Member] | |||
Debt Instrument [Line Items] | |||
Total loans payable to related parties, gross | [2] | 126,296 | |
Loan payable to related party, current portion [Member] | |||
Debt Instrument [Line Items] | |||
Loan payable to related party, current portion | $ (352,296) | $ (302,296) | |
[1] On August 5, 2022, the Company acquired 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. 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 $6,195,000 promissory note. We failed to make required payments under the note in 2022 and the first quarter of 2023, and as a result were in default. However, Mr. Spivak waived the default, waived all interest due on the note for 2022 and 2023, and agreed to defer all payments of the deposit and under the note to January 2024. For more information, please see Note 12 — Subsequent Events |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Nov. 07, 2022 | Aug. 26, 2020 | Mar. 31, 2023 | Dec. 31, 2022 | Aug. 05, 2022 | |
Loans Payable (Details) [Line Items] | |||||
Interest rate | 6.25% | ||||
Due date | Sep. 10, 2030 | ||||
Loan balance | $ 56,097 | ||||
Principal payments | 26,381 | $ 23,369 | |||
Total owned amount | 259,450 | ||||
Vehicle loan | $ 59,671 | ||||
Interest rates, percentage | 38% | 10.99% | |||
Interest payments | $ 61,497 | ||||
Interest payments | 10,025 | ||||
Leaving total amount | $ 85,728 | ||||
Apex Commercial Capital Corp [Member] | |||||
Loans Payable (Details) [Line Items] | |||||
Loan term amount | $ 265,339 | ||||
Interest rate | 9.49% | ||||
Loans payable, description | 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. | ||||
Principal payments | 3,084 | ||||
PayPal Working Capital loan [Member] | |||||
Loans Payable (Details) [Line Items] | |||||
Loan balance | 259,450 | ||||
Principal amount of loan | $ 150,000 | ||||
Loan matures monthly payment | $ 3,981 | ||||
PayPal Working Capital loan one [Member] | |||||
Loans Payable (Details) [Line Items] | |||||
Loan balance | $ 122,135 |
Loans Payable (Details) - Sched
Loans Payable (Details) - Schedule of loans payable for outstanding loan - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule of Loans Payable for Outstanding Loan [Abstract] | |||
Total loans payable | $ 400,483 | $ 426,000 | |
Loans payable, current portion | (104,499) | (140,905) | |
Loans payable, net of current portion | 295,984 | 280,000 | |
Real Estate loan [Member] | |||
Schedule of Loans Payable for Outstanding Loan [Abstract] | |||
Total loans payable | [1] | 258,657 | 259,450 |
Vehicle loans [Member] | |||
Schedule of Loans Payable for Outstanding Loan [Abstract] | |||
Total loans payable | [2] | 56,097 | 59,671 |
Working capital [Member] | |||
Schedule of Loans Payable for Outstanding Loan [Abstract] | |||
Total loans payable | [3] | $ 85,728 | $ 122,135 |
[1]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.[2]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 at 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, 2023, was $56,097.[3] 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 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, 2023, the Company made principal payments of $26,381, and interest payments of $10,025 leaving a total of $85,728 owed at March 31, 2023. |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares | |
Shareholders’ Equity (Details) [Line Items] | |
Proceed amount | $ 167,500 |
Received proceeds | 1,675,000 |
Warrants granted | $ 0 |
Private Placement [Member] | |
Shareholders’ Equity (Details) [Line Items] | |
Average price per share (in Dollars per share) | $ / shares | $ 0.1 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2021 | |
Income Taxes (Details) [Line Items] | ||
Federal and state purposes amount (in Dollars) | $ 1,500,000 | |
Testing period | 3 years | |
Tax benefits settlement percentage | 50% | |
Ownership change [Member] | Minimum [Member] | ||
Income Taxes (Details) [Line Items] | ||
Shareholders ownership percentage | 5% | |
Ownership change [Member] | Maximum [Member] | ||
Income Taxes (Details) [Line Items] | ||
Shareholders ownership percentage | 50% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 3 Months Ended | ||
Aug. 05, 2022 | Mar. 31, 2023 | Apr. 18, 2023 | |
Subsequent Events (Details) [Line Items] | |||
Stock purchase agreement | $ 6,833,333 | ||
Purchase agreement percentage | 10% | ||
Deposit amount | $ 638,333 | ||
Deferred term | 1 year | ||
Promissory note | $ 6,195,000 | ||
Interest rate, percentage | 6.25% | ||
Loan bears an interest rate | 13.49% | ||
Pre-payment | $ 690 | ||
Subsequent Event [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Secured loan | $ 30,000 |