United States securities and exchange commission logo
October 23, 2020
Paul Spivak
Chief Executive Officer
US Lighting Group, Inc.
1148 East 222nd St.
Euclid, Ohio 44117
Re: US Lighting Group,
Inc.
Registration
Statement on Form 10-12G
Filed September 28,
2020
File No. 000-55689
Dear Mr. Spivak:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Registration Statement on Form 10-12G filed September 28, 2020
General
1. Your registration
statement will become effective 60 days after you filed it with the
Commission and you will
then be responsible for filing reports required by the Securities
Exchange Act of 1934,
including the requirements to file Forms 10-K, 10-Q, and 8-K
even if we have not
completed the review of your filing. If you cannot resolve the
comments before that
time, you should consider withdrawing the filing before it becomes
effective. You could
then refile when you are able to respond to the comments.
Background, page 1
2. You disclose on page 16
that the company acquired Intellitronix Corporation from the
company's president and
shareholder and it appears from page 3 of exhibit 2.2 that Paul
Spivak was the seller.
Please clearly describe on pages 1 and 16 the relationship between
Paul Spivak
US Lighting Group, Inc.
October 23, 2020
Page 2
Intellitronix and Paul Spivak and disclose the material terms of the
agreement filed as
exhibit 2.2. Also, please provide an analysis as to whether Paul
Spivak is a promoter of
the company within the meaning of Securities Act Rule 405. If so,
please expand the
disclosure in the appropriate section to provide the information
required by Item
404(c)(1)(ii) of Regulation S-K.
3. Please expand the disclosure in this section to discuss your previous
status as a reporting
company. Your history as a public company includes a registered public
offering in 2014
and the reporting of periodic and current reports until 2016, after
which you filed a Form
15 and discontinued reporting.
Patents, page 4
4. Please disclose the duration of the two patents mentioned in this
section. For guidance,
refer to Item 101(h)(4)(vii) of Regulation S-K. Also, tell us the
reasons that the company
has not acquired the patents.
Directors and Executive Officers, page 14
5. Please revise your disclosure on page 15 regarding Paul Spivak to
indicate clearly the
name of employers, titles and dates of positions that he held during
the past five years. To
the extent Mr. Spivak does not work full time for the company, please
provide an estimate
of how much of the work week he devotes to the company.
6. Please identify who is performing the functions of principal financial
officer.
Certain Relationships and Related Transactions, and Director Independence, page
16
7. Please expand this section to discuss in greater detail the deferred
compensation owed to
the president, such as when the amount is to be repaid and the
interest rate. Also, file as
exhibits any written agreements concerning the deferred compensation.
Market Price of and Dividends on the Registrant's Common Equity, page 17
8. Please disclose the high and low bid prices for your common stock for
the two most recent
quarterly periods. Please refer to Item 201(a)(1)(iii) of Regulation
S-K.
9. You disclose on pages 5 and 17 that you are a publicly traded company.
You also disclose
here that you are on the OTC Markets Group Inc. quotation venue under
the trading
symbol USLG. Please clarify that you will not be a fully public
reporting company until
you have an effective registration statement under either the Securities
Act or the
FirstName LastNamePaul Spivak
Exchange Act. Please also disclose, if true, that your common stock is
quoted on OTC
Comapany
Pink.NameUS Lighting
Please caution Group,on
investors Inc.
the highly illiquid nature of an
investment in your
Octobercommon
23, 2020stock.
Page 2
FirstName LastName
Paul Spivak
FirstName LastNamePaul
US Lighting Group, Inc. Spivak
Comapany
October 23,NameUS
2020 Lighting Group, Inc.
October
Page 3 23, 2020 Page 3
FirstName LastName
Dividend Policy, page 18
10. Please reconcile your disclosure that the company "never declared or
paid any cash
dividends on its common stock" with the information in Item 2.01 of
the Form 8-K filed
by The Luxurious Travel Corp. on July 14, 2016 that the board of
directors declared and
paid a cash dividend.
Recent Sales of Unregistered Securities, page 18
11. Please revise the disclosure in this section about the total combined
number of shares
issued to consultants and employees during the periods presented to
disclose the number
of shares issued to consultants and the number of shares issued to
employees during the
respective periods. Also, revise the disclosure throughout this
section about shares issued
to consultants for "business development, sales promotion,
introduction to new
business opportunities, strategic analysis and sales and marketing
activities" during each
period to disclose in greater detail the type and amount of
consideration for each material
issuance during the respective periods. For example, where you refer
to the consultants,
disclose the nature of the consulting services.
Exhibits
12. Please file as exhibits the amended employment agreement, the loan
agreements related to
Mr. Spivak, the convertible secured note and the agreement to acquire
the
property mentioned on pages 15, 17, F-28 and F-30, respectively.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Mindy Hooker, Staff Accountant, at 202-551-3732 or Kevin
Stertzel,
Staff Accountant, at 202-551-3723 if you have questions regarding comments on
the financial
statements and related matters. Please contact Thomas Jones, Staff Attorney, at
202-551-3602 or
Sherry Haywood, Staff Attorney, at 202-551-3345 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Morgan E. Petitti, Esq.