UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2023~~2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-55689

US Lighting Group, Inc.

(Exact name of registrant as specified in its charter)

Florida		46-3556776
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1148 East 222nd Street Euclid, Ohio 44117

(Address of principal executive offices)(Zip Code)

(216) 896-7000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. There were 102,786,188 shares of common stock outstanding on ~~November~~May 171, ~~2023~~ 2024.

Table of Contents

Item 1. Financial Statements.		1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		11
Forward-Looking Statements		11
Overview		11
Recent Events		12
Company History		12
Results of Operations for the Three Months Ended September 30, 2023, Compared to the Three Months Ended September 30, 2022		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		14
Critical Accounting Policies and Estimates		14
Item 3. Quantitative and Qualitative Disclosures About Market Risk.		15
Item 4. Controls and Procedures.		15
Evaluation of Disclosure Controls and Procedures		15
Material Weakness in Internal Control over Financial Reporting		15
Remediation Plan		15
Changes in Internal Control Over Financial Reporting		15
Item 1. Legal Proceedings.		16
Item 1A. Risk Factors.		16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		16
Item 3. Defaults Upon Senior Securities.		16
Item 4. Mine Safety Disclosures.		16
Item 5. Other Information.		17
Item 6. Exhibits.		17

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

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

US LIGHTING GROUP, INC., AND SUBSIDIARIES

~~CONDENSED~~ CONSOLIDATED BALANCE SHEETS

	September 30, 2023			December 31, 2022
	March 31,			December 31,
	2024			2023
ASSETS	(Unaudited)
Current Assets:
Cash	$	449,~~116~~056		$	~~124,529~~-
Accounts receivable		~~116~~113,~~017~~239			5155,~~950~~023
Prepaid expenses and other current assets		8752,~~602~~257			8759,~~174~~176
Inventory	$	~~118~~112,~~574~~953		$	~~200~~151,~~162~~136
Total Current Assets		~~326~~327,~~309~~504			~~417~~365,~~815~~335
Property and equipment, net		2,677,~~255~~693			2,~~298~~704,~~107~~554
Total Assets	$	3,~~003~~005,~~564~~197		$	23,~~715~~069,~~922~~889
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	~~903~~1,~~082~~111,097		$	~~607~~1,~~647~~025,076
Accrued expenses		~~183~~378,~~854~~943			~~111~~289,~~223~~543
Accrued payroll to a former officer		125,167			125,167
Accrued payroll to former officer		125,167			125,167
Deferred revenue		79185,~~498~~196			—151,839
Loan payable– current portion		41,428			140,905
Loan payable, current		124,007			169,634
Loans payable, related party		~~412~~116,~~086~~362			~~176~~116,~~000~~362
Total Current Liabilities		12,~~745~~040,~~115~~772			1,~~160~~877,~~942~~622
Loans payable, net of current portion		~~300~~263,~~231~~502			~~300~~267,~~351~~463
Loans Payable, related party		7,171,904			7,004,629
Loans payable, related party		5,789,090			5,574,017
Total Liabilities	$	98,~~217~~093,~~250~~364		$	87,~~465~~719,~~922~~102
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~~494
Additional paid-in-capital		2021,~~098~~976,~~247~~580			1921,~~771~~976,~~111~~581
Accumulated deficit		(2627,~~322~~075,~~427~~241	)		(2526,~~531~~636,~~320~~288	)
Total Shareholders’ Equity		(6,213,686	)		(5,750,000	)
Total Shareholders’ Equity (Deficit)		(5,088,167	)		(4,649,213	)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	3,003,564		$	2,715,922
Total Liabilities and Shareholders’ Equity (Deficit)	$	3,005,197		$	3,069,889

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

US LIGHTING GROUP, INC. AND SUBSIDIARIES

~~CONDENSED~~ CONSOLIDATED ~~STATEMENTS~~STATEMENT OF OPERATIONS

(Unaudited)

	For the Three Months ended September 30,						For the Nine Months ended September 30,
	For the Three Months ended March 31,
	2023			2022			2023			2022
	2024			2023
Sales	$	755,152		$	516,000		$	3,092,722		$	641,000
Net sales	$	290,542		$	1,025,737
Cost of goods sold		~~688~~339,~~585~~731			~~528~~701,~~000~~319			~~2,210,820~~			~~754,000~~
Gross profit (loss)		66(49,~~567~~189	)		~~(12~~324,~~000~~418	)		~~881,902~~			~~(113,000~~	)
Operating expenses:
Selling, general and administrative expenses		~~652~~355,~~467~~710			~~526~~472,~~000~~349			~~1,602,009~~			~~1,134,000~~
Product development					78,000						123,000
Total operating expenses		355,710			472,349
Total operating expenses		652,467			604,000			1,602,009			1,257,000
Loss from operations		(404,900	)		(147,931	)
Loss from operations		(585,900	)		(616,000	)		(720,107	)		(1,370,000	)
Other income (expense):
Other income (expense):
Interest Income		256			249
Other income (expense), net		—			(4,000	)		—			60,000
Interest expense		(34,260	)		(7,046	)
Unrealized gain (loss)		—			(32,000	)		—			(288,000	)
Total other income (expense)		(34,004	)		(6,797	)
Realized Gain (loss)		—			18,000			—			(18,000	)
Income (loss) before tax provision		(438,904	)		(154,728	)
Interest income		301			1,000			1,099			4,000
Tax Provision		(50	)		-
Interest expense		(55,236	)		(40,000	)		(72,100	)		(56,000	)
Net income (loss)	$	(438,954	)	$	(154,728	)
Gain on disposal of fixed assets		—			10,000			—			23,000
Basic income (loss) per share	$	(0.00	)	$	(0.00	)
Total other income (expense)		(54,935	)		(47,000	)		(71,001	)		(275,000	)
Diluted income (loss) per share	$	(0.00	)	$	(0.00	)
Net income (loss)	$	(640,835	)	$	(663,000	)	$	(791,108	)	$	(1,645,000	)
Weighted average common shares outstanding, basic		102,247,905			98,947,384
Basic income (loss) per share	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.02	)
Weighted average common shares outstanding, diluted		102,247,905			98,947,384
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. AND SUBSIDIARIES

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

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30~~MARCH 31, 2024 ~~2023~~ AND ~~2022~~2023

(Unaudited)

	Preferred Stock				Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
									Additional					Total
	Preferred Stock				Common Stock				Paid-In		Accumulated			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	)
Balance, December 31, 2023		-	$	-		102,786,188	$	10,494	$	21,976,581	$	(26,636,288	)	$	(4,649,213	)
Sale of Common Stocks		—		—		1,675,000		167		167,332		—			167,500
Sale of Common Stock						-		-		-					-
Net Income (Loss)		—		—		—		—		—		(~~154~~438,~~729~~954	)		(~~154~~438,~~729~~954	)
Balance, March 31, 2023		—		—		99,609,825		10,376		19,938,443		(25,686,049	)		(5,737,230	)
Balance, March 31, 2024		-	$	-		102,786,188	$	10,494	$	21,976,581	$	(27,075,242	)	$	(5,088,167	)
Sales of Common Stocks		—		—		—		—		—		—			—
Balance, December 31, 2022		-		-		99,934,825	$	10,209	$	19,771,111	$	(25,531,320	)	$	(5,750,000	)
Stock issued for services & compensations		—		—		56,250		6		5,619		—			5,625
Sale of Common Stock						1,675,000		167		167,332					167,500
Net Loss		—		—		—		—		—		4,456			4,456
Stock issued for services & compensation						-		-		-					-
Balance, June 30, 2023		—	$	—		99,666,075	$	10,382	$	19,944,062	$	(25,681,593	)	$	(5,727,149	)
Forgiveness of shareholder loan & accrued interest										-					-
Sales of Common Stocks		—		—		1,120,113		112		15,890		—			16,002
Net Income (Loss)												(154,728	)		(154,728	)
Stock issued for services & compensation		—		—		—		—		12,000		—			12,000
Balance, March 31, 2023		-	$	-		101,609,825	$	10,376	$	19,938,443	$	(25,686,048	)	$	(5,737,229	)
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 consolidated financial statements.

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

US LIGHTING GROUP, INC. AND SUBSIDIARIES

~~CONDENSED~~ CONSOLIDATED ~~STATEMENTS~~STATEMENT OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2023			2022
	2024			2023
Cash Flows from Operating Activities
Cash Flows from Operating Activities:
Net Income (Loss)	$	(791,108	)	$	(1,645,000	)
Net loss	$	(438,954	)	$	(154,728	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Adjustments to reconcile net loss to net
Depreciation		142,319			139,000
cash used in operating activities:
Stock issued for services & compensation		17,625			—
Depreciation		50,891			44,822
Realized Gain (loss) from investments		—			18,000
Changes in Assets and Liabilities:
Unrealized Gain (loss) from investments		—			288,000
Accounts receivable		41,784			(156,706	)
Changes in Operating Assets and Liabilities:
Inventory		38,183			11,496
Accounts receivable		(110,067	)		(32,000	)
Prepaid expenses and other current assets		6,919			6,254
Inventory		81,588			(112,000	)
Accounts payable		86,021			38,660
Prepaid expenses and other assets		15,572			84,000
Accrued expenses		89,400			-
Accounts payable		295,435			264,000
Deferred revenue		33,357			179,498
Accrued expenses		72,633			—
Accrued interest on loans		-			(49,488	)
Customer advanced payments					(10,000	)
Accrued interest on related party loans		-			(211,964	)
Deferred revenue		79,498			—
Net cash used in operating activities		(92,398	)		(292,156	)
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~~24,~~467~~031	)		(~~308~~190,~~000~~221	)
Sale of Fixed Assets		—			35,000
Net cash (used in) provided by investing activities		(24,031	)		(190,221	)
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~~-			80167,~~000~~500
Proceeds from loans payable		~~18,296~~-			—236,191
Proceeds from notes payable, related party		~~548~~283,~~670~~372			~~561,000~~-
Payment of loans payable		(~~117~~49,~~893~~588	)		~~(105,000~~-	)
Payments on notes payable related party		(1968,~~014~~299	)		~~(411,000~~-	)
Net cash provided by (used in) financing activities		597,559			125,000
Net cash provided by financing activities		165,485			403,691
Net change in cash		~~(120~~49,~~413~~056	)		(~~224~~78,~~000~~686	)
Cash beginning of period		~~124,529~~-			~~289~~124,~~000~~529
Cash end of period	$	449,~~116~~056		$	6545,~~000~~843
Supplemental Cash Flow Information:
Interest paid	$	72,100		$	430,000
Taxes paid	$	—		$	—
Non-cash Financing Activities:
Proceeds from sale of common stock receivable	$	16,000		$	—
Forgiveness of accrued interest on shareholder loan	$	126,295		$	—

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

US LIGHTING GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

NOTE 1 – ORGANIZATION

US Lighting Group, Inc. (the "“Company"”) is a parent company comprised of four subsidiaries - Cortes Campers, LLC, a brand of high-end molded fiberglass campers, Futuro Houses, LLC, which is focused on design and sales of molded fiberglass homes, Fusion X Marine, LLC, a high-performance boat designer, and MIG Marine Corporation, a composite manufacturing company that produces proprietary molded fiberglass products for our other business lines.

On January 11, 2021, we formed Cortes Campers to operate our new brand of innovative travel trailers. During the second part of 2021, we invested heavily in research and development as well as production planning for the 17-foot camper and began selling campers in early 2022.

The Company created a new wholly owned subsidiary called Fusion X Marine, LLC on April 12, 2021, domiciled in Wyoming, to sell boats and other related products to the recreational marine market. The subsidiary has had no sales as of the date of this report.

On January 12, 2022, we formed Futuro Houses, LLC, a Wyoming company, to design, market and distribute molded fiberglass homes. Throughout 2022, Futuro Houses engaged in engineering and development of our first "“UFO"” themed home model inspired by the original Futuro house designed by Finnish architect Matti Suuronen.

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

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

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

As of ~~September~~March 3031, ~~2023~~2024, our revenue was driven by shipments of fiberglass campers marketed under Cortes Campers.

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Use of Estimates

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

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk onin 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~~As ~~was $0 and $0~~ of ~~cash~~March ~~equivalents as of the nine months ended September 30~~31, ~~2023~~2024 and ~~the year ended~~ December 31, ~~2022~~2023, ~~respectively,~~we ~~held~~had inno ~~the~~cash ~~Company’s investment account~~equivalents.

Basis of Consolidation

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

Basic and Diluted Earnings Per Share

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

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

Revenue Recognition

Revenue is recognized as performance obligations under the terms of contracts with customers are satisfied.

Unit Sales

The Company’s primary source of revenue is generated through the sale of molded fiberglass campers and homes (units). Unit sales are recognized at a point- in-time when the performance ~~obligation~~ obligation is satisfied and control of the promised goods or services is transferred to the customer, which generally occurs when the unit is shipped to or picked-up from our facility by the customer. Control refers to the ability of the customer to direct the use of, and obtain substantially all of, the remaining benefits from the goods or services. Unit payment terms include deposits payable prior to delivery or on terms of 60 days or less post-delivery.

Net sales include shipping and handling charges billed directly to customers. Any shipping and handling costs that occur after the transfer of control are treated as fulfillment cost that are accrued when control is transferred. We also have made an accounting policy election to exclude from revenue sales and usage-based taxes collected.

Warranty obligations associated with the sale of a unit are assurance-type warranties that are a guarantee of the unit'’s intended functionality and, therefore, do not represent a distinct performance obligation within the context of the contract.

Dealer Arrangement Fees

Beginning in 2023, the Company began to enter into certain arrangements with dealers providing exclusive selling rights for geographic territories. The arrangements typically include provisions that in exchange for the territory rights, dealers pay an initial up-front one-time only fee. Subject to meeting minimum unit sale levels on an annual basis, the arrangement automatically renews for an additional year with no additional fee.

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

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

Recently Accounting Pronouncements

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

NOTE 3 – LIQUIDITY

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

~~During~~For the ~~nine~~period ~~months~~ ended ~~September~~March 3031, ~~2023~~2024, the Company recognized a net loss of $~~791~~438,~~108~~954 and cash used in operating activities was $~~192~~92,~~505~~398. As the Company further develops its products and markets, the Company may need to raise additional capital or borrow additional funds to support increasing levels of working capital until it is able to generate sufficient revenues.

Management plans to generate increasing revenues and as needed raise additional capital or borrow additional funds in order to provide liquidity and fund increasing levels of working capital to continue operations as a going concern. However, there is no assurance the Company will be successful in accomplishing its plans. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 – ~~SALE~~PROPERTY OFAND ~~ASSETS~~EQUIPMENT

OnProperty ~~May~~and ~~17,~~equipment ~~2020,~~consists ~~the Company purchased $3,800,000~~ of ~~various mutual fund assets from a broker. This investment meets~~ the ~~criteria~~following ofat ~~level~~March ~~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~~31, ~~2022~~2024, ~~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~~December ~~loss of $288~~31,~~000~~ ~~and $18,000, respectively, for the nine months ended September 30, 2022.~~2023:

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

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

NOTE 5 – ~~PROPERTY~~ACCRUED ~~AND~~PAYROLL ~~EQUIPMENT~~TO OFFICER

~~Property~~Beginning ~~and~~in ~~equipment~~January ~~for~~2018, ~~continuing~~the ~~operations~~Company’s ~~consists~~former CEO voluntarily elected to defer payment of his employment compensation. The balance of the ~~following~~compensation owed to the Company’s former CEO was $125,167 onas ~~September~~of 30March 31, ~~2023~~2024, and December 31, ~~2022:~~2023. Deferral of wages ended on August 9, 2021, when the Company’s former CEO resigned from that position.

	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 – LOANS PAYABLE TO RELATED PARTIES

~~NOTE~~Loans 6payable –to ~~ACCRUED~~related ~~PAYROLL~~parties TOconsists ~~OFFICER~~of the following at March 31, 2024 and December 31, 2023:

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

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

NOTE 7 – LOANS PAYABLE TO RELATED PARTIES

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

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

a. 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. 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%.

b.NOTE On7 ~~August~~– 5,LOANS 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 2023, and as a result were in default. However, Mr. Spivak 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. 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.PAYABLE

~~Loan~~We ~~payments~~have tothe ~~related~~following ~~parties~~outstanding ~~were~~loans ~~made~~as ~~through a combination~~ of ~~direct~~ ~~payments~~March to31, ~~the~~2024 ~~noteholder~~ and ~~instructions~~December 31, ~~from the noteholder to pay obligations to others on their behalf.~~2023:

NOTE 8 – LOANS PAYABLE

	2024			2023
On August 26, 2020, the Company entered into a loan agreement with Apex Commercial Capital Corp. in the principal amount of $265,339 with interest at 9.49% per annum and due on September 10, 2030. The loan requires 119 monthly payments of $2,322, with a final balloon payment of $224,835 due September 10, 2030. The loan is guaranteed by the Company, the Company’s former CEO, and secured by the Company’s real estate.	$	255,286		$	256,184
The Company purchases vehicles for employees and research and development activities. Generally, vehicles are sold or traded in at the end of the vehicle loan period. There were two vehicle loans outstanding at December 31, 2023, with original loan periods of 72 and 144 months, and interest rates of zero percent to 10.99%.		42,622			45,109
On November 7, 2022, the Company entered into a $150,000 term loan with Fresh Funding related to working capital for the production of campers. The loan requires monthly payments over the term of 12 months, has an interest rate of 38% per annum, and is guaranteed by the former CEO.		8,239			14,036
On May 26, 2023, the Company entered into a $17,200 term loan with North Star Leasing Company for the purchase of a router. The loan requires monthly payment of $475 over the term of 60 months and has an interest rate of 14.58%.		14,979			15,555
On November 2, 2023, the Company entered into a $120,750 note with 1800 Diagonal Lending LLC. The note bears interest at an effective rate of 60%. Payments of principal and interest are payable in 9 monthly installments through maturity of August 15, 2024. Upon an event of default, the holder may convert the all or part of the note and accrued interest into shares of the Company’s common stock at a discount of 39% from the lowest trading price during the 10-day period prior to conversion.		66,383			106,213
Total loans payable		387,509			437,097
Less: current portion		(124,007	)		(169,634	)
Loans payable, long term	$	263,502		$	267,463

Loans payable consisted of the following:

	September 30,			December 31,
	2023			2022
Real Estate loan (a)	$	257,062		$	259,450
Vehicle loans (b)		48,826			59,671
Working capital (c)		35,771			122,135
Total loans payable		341,659			441,256
Loans payable, current portion		(41,428	)		(140,905	)
Loans payable, net of current portion	$	300,231		$	300,351

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.

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 on 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 September 30, 2023, was $48,826.

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. And as of September 30, 2023 the 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 as follows: On May 19, 2023, a loan was made with Lending Point in the amount of $30,000 proceeds used for working capital, terms were for 60 months at the rate of 13.49% per annum.

NOTE 98 – SHAREHOLDERS’ EQUITY

Common ~~Shares~~shares ~~Issued~~issued for cash

~~During~~No stock was issued during the quarter ended ~~September~~March ~~30,~~2024. ~~2023,~~For the ~~Company 120,113 shares~~quartered ofended ~~common~~March ~~stock~~2023, ~~for~~the ~~professional~~Company ~~services~~ received, atproceeds ~~an average price~~ of $~~0.10~~167,500 ~~per~~on ~~share~~the ~~and~~private placement of 1,~~000~~675,000 ~~share~~shares of common stock, at an ~~average~~ ~~price~~aver price of $0.~~02 per share.~~10

Summary of Warrants

There were no warrants granted or exercised during the ~~quarter~~quarters ended ~~September~~March ~~30,~~2024 and 2023. Warrants for the period ended ~~September~~March 3031, ~~2023~~2024, are $0.

NOTE 109 – INCOME TAXES

At December 31, ~~2021~~2023, the Company had available Federal and state net operating loss carryforwards to reduce future taxable income. The ~~amounts~~federal amount available ~~were~~is approximately $16,~~500~~000,000 ~~for Federal and state purposes~~. The carryforwards expire in various amounts through ~~2041~~2042. Given the Company’s history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the carryforwards. Accordingly, the Company has not recognized a deferred tax assets for this benefit. Section 382 generally limits the use of NOLs and credits following an ownership change, which occurs when one or more 5 percent shareholders increase their ownership, in aggregate, by more than 50 percentage points over the lowest percentage of stock owned by such shareholders at any time during the “testing period” (generally three years).

~~Effective~~NOTE ~~January~~10 1,– ~~2007,~~LEGAL the Company adopted FASB guidelines that address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of September 30, 2023, and December 31, 2022, the Company did not have a liability for unrecognized tax benefits, and no adjustment was required at adoption.PROCEEDINGS

~~The~~There ~~Company’s~~were ~~policy~~no isreportable tolegal ~~record~~proceedings ~~interest and penalties on uncertain tax provisions as income tax expense. As of September 30~~initiated, ~~2023, and December 31, 2022, the Company has not accrued interest~~ or ~~penalties~~material developments ~~related~~in topreviously ~~uncertain~~reported ~~tax~~legal ~~positions.~~proceedings ~~Additionally,~~for ~~tax years 2018 through 2022 remain open to examination by~~ the ~~major~~quarter ~~taxing~~ended ~~jurisdictions to~~March ~~which the Company is subject~~2024.

~~Upon~~NOTE ~~the~~11 ~~attainment~~– ofSUBSEQUENT 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.EVENTS

~~NOTE~~Subsequent 11to –March ~~LEGAL~~31, ~~PROCEEDINGS~~2024, the Company received additional loans payable to related parties totaling $28,760. Each such loan is non-interest-bearing and payable on demand.

~~There~~On ~~were~~May no13, ~~reportable~~2024, ~~legal~~the ~~proceedings~~Company ~~initiated~~and ~~during~~1800 ~~the~~Diagonal ~~quarter~~Lending LLC, modified ~~ended~~the ~~September~~terms 30of the note. Monthly payments of principal and interest have been reduced to $7,500 ~~2023~~and maturity date extended to December 30, 2024.

NOTE 12 – SUBSEQUENT EVENTS

On November 3, 2023, the Company secured a $120,750 note from 1800 Diagonal Lending LLC, to use for inventory purchasing. The note bears a one-time interest charge and ongoing interest rate of twelve (12%). Nine monthly payments of $15,027 commence on December 15, 2023, with eight (8) subsequent payments each month thereafter.

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

Forward-Looking Statements

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

Although we believe that the expectations, estimates and projections reflected in the forward-looking statements in this report are based on reasonable assumptions when they were made, we cannot assure you that these expectations, estimates and projections will be achieved. We believe the forward-looking statements in this report are reasonable; however, you should not place undue reliance on any forward-looking statement, as they are based on current expectations. Future events and actual results may differ materially from those discussed in the forward-looking statements. Some of the factors that could cause actual results to differ materially from our expectations are discussed Item 1A. Risk Factors beginning on page 4seven of our ~~prospectus dated~~Annual ~~September~~Report ~~18,~~on ~~2023~~Form ~~and~~10-K ~~filed~~for ~~with~~ the ~~Securities~~year ~~and~~ended ~~Exchange~~December ~~Commission~~31, ~~on that date~~2023.

Overview

~~Unless~~In ~~the~~this ~~context~~quarterly ~~otherwise~~report ~~requires,~~we ~~references~~refer into ~~this~~US ~~report~~Lighting toGroup, Inc. and its “subsidiaries as USLG,” the “company,” “we,” ~~“us”~~ and “our”, ~~refer~~unless tothe UScontext ~~Lighting~~requires ~~Group, Inc~~otherwise. ~~and its wholly-owned subsidiaries.~~

We are an innovative composite manufacturer utilizing advanced fiberglass technologies in growth sectors such as high-end recreational vehicles (RVs), prefabricated off-grid houses, and high-performance powerboats. We derive expertise and inspiration from the marine industry, where the harshest conditions are expected and met with superior engineering and the latest in composite technology. Molded fiberglass products are exceptionally strong, lightweight and durable. Composite materials are also corrosion resistant and provide efficient insulation, making them attractive for both outdoor enthusiasts and residential housing needs. Molded construction allows for the creation of irregular, unusual or circular objects, which permits the innovative shapes and features of our products. AsIn ~~of September 30,~~ 2023, our revenue was driven by shipments of fiberglass campers marketed under ~~the~~ Cortes Campers brand.

Cortes Campers, LLC designs and manufactures high-end molded fiberglass RV travel trailers and campers designed for comfort, style and durability. We utilize superior quality materials and fiberglass construction resulting in significantly stronger, more durable and lighter weight products. Cortes Campers’ first product is the Cortes 17, a 17-foot long single axle tow-behind molded fiberglass camper. In the second quarter of 2023, we introduced a new floorplan, Cortes 16, which has expanded sleeping capacity with a king size bed. We are currently developing additional models, including a larger, family-oriented all composite 22 and 27-foot travel ~~trailer~~trailers. Cortes Campers has established a network of professional RV dealerships to market and distribute its products. As of ~~September~~March 3031, ~~2023~~2024, Cortes Campers are available through 3836 dealer locations in US and Canada.

Recognizing that we could utilize many of the same technologies and manufacturing processes we have perfected for the Cortes Campers line of RVs to make small, prefabricated homes, we began exploring the market in early 2022. The international tiny-house movement has gained new relevance in the recent years as the quest for off-grid, rugged, prefabricated homes has entered the mainstream and was further fueled by the COVID-19 pandemic. We named our modular housing line Futuro Houses after the Futuro Pod, the iconic “UFO house” designed by Finnish architect Matti Suuronen, of which fewer than one hundred were built during the late 1960s and early 1970s. Our first home design is an update of the original Futuro utilizing modular construction and fiberglass for structural integrity and energy efficiency and designed to address modern residential requirements in a 600-square-foot living space. The Futuro can also serve as a commercial structure as it is currently available as a “shell kit” to be outfitted by consumers to meet their needs. We exhibited the Futuro house at the Cleveland Home & Remodeling Expo in March 2023, signed our first distributor in New York, and sold our first home in May 2023. ~~During~~Since ~~the~~launching ~~third~~Futuro ~~quarter,~~Houses we ~~developed~~have ~~and~~added ~~built~~two ~~the first~~additional ~~prototype~~tiny ofhouse ~~our FH-200 model~~designs, athe ~~fiberglass~~FH200 ~~tiny~~and ~~home~~FH300, ~~with~~ranging ~~200~~from ~~square~~more ~~feet~~traditional ofto ~~living~~futuristic, ~~space.~~and Wefrom ~~are currently exploring market opportunities for the FH-~~200 ~~with various municipal governments seeking~~ to ~~provide~~300 ~~housing~~square ~~for disadvantaged communities~~feet.

In early 2021, we formed Fusion X Marine, LLC to design, manufacture ~~and~~ 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~~We ~~and~~began ~~molds~~producing ~~have~~the ~~been~~X-15 ~~developed~~in ~~for~~the ~~this~~fourth ~~model~~quarter ~~and~~of ~~the~~2023 ~~X-15~~and ismade ~~expected~~our tofirst godeliveries ~~into production~~ in the ~~fourth~~first quarter of ~~2023~~2024. The similarly styled X-27 is a 27-foot fiberglass V-hull speedboat and is designed for speed and superior maneuverability. The tooling and molds for the X-27 are currently under development and the model is not yet available for pre-orders. ~~As of September 30, 2023, Fusion X Marine has not generated revenue for us.~~

WeOn ~~plan~~October to6, ~~expand~~2023, ~~our~~we ~~manufacturing~~formed ~~footprint~~Fusion X Automotive, ~~enhance~~LLC ~~production~~to ~~techniques~~design, manufacture and ~~develop~~distribute ~~more~~automotive aftermarket composite products, insuch ~~the~~as ~~RV,~~automotive ~~marine~~body parts and ~~composite~~light ~~housing~~versions ~~sectors~~of sough-after vehicle replacement components. ~~Our~~We ~~current~~have been in the design and R&D ~~efforts~~stage ~~are~~for ~~focused~~this onproduct ~~future~~line ~~tow-behind~~throughout the fourth quarter of 2023. Fusion X Automotive ~~camper~~has ~~models~~not ~~under~~yet ~~Cortes~~sold ~~Campers~~any ~~brand~~product, asbut ~~well~~we asexhibited ~~prefabricated~~at ~~housing~~the ~~segment~~annual PRI convention in Indianapolis in December 2023, showcasing our upcoming products, and expect this product line to contribute to our overall revenue in 2024.

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

Our headquarters, manufacturing and research and development facilities are located at 1148 East 222nd Street, Euclid, Ohio, 44117. Our website is www.USLightingGroup.com.

Recent Events

~~Cortes~~Corporate ~~Campers~~Structure 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.History

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

The company was originally incorporated in the State of Florida on October 17, 2003, under the name Luxurious Travel Corp. Initially the company developed hotel booking software, but subsequently exited that business. On July 13, 2016, we acquired a company named US Lighting Group, Inc. (founded in 2013) and changed our corporate name to US Lighting Group, Inc. on August 9, 2016. At the time, the company designed and manufactured commercial LED lighting. Ultimately, we decided to exit the LED lighting market, which was being negatively impacted by inexpensive import products, and enter new business lines focused on recreational products manufactured from advanced composite materials.

Results of Operations for the Three Months Ended ~~September~~March 3031, ~~2023,~~ 2024, Compared to the Three Months Ended ~~September~~March 3031, ~~2022~~2023

Sales

~~Total~~Net ~~unit~~ sales ~~from operations~~ for the quarter ended ~~September~~March 3031, ~~2023~~ 2024 were $~~705~~290,~~152~~542, compared to ~~516~~$1,~~000~~025,737 in the ~~third~~first quarter of ~~2022~~2023, ana ~~increase~~decrease of $~~189~~735,~~122~~195. WeNet ~~believe that the decrease in expected~~ sales isdecreased ~~the~~primarily ~~result of the overall general decline for the RV industry~~ as a ~~whole.~~result ~~Results for the RV Industry Association’s September 2023 survey~~ of ~~manufacturers~~fewer ~~found~~campers ~~that~~sold ~~total RV shipments ended the month with 24,700 units, a decrease of 12.9% compared to the 28,363 units shipped~~ in ~~September 2022. Year to date, RV shipments are down 42.8% with 238,121 units. The introduction of our latest model, the~~ ~~Cortes~~2024 ~~16,~~by ~~in July, required general production adjustments that also impacted our unit production rate. Our R&D focus is currently on the next~~ Cortes ~~model, the Cortes 22, which has an anticipated release date of late 2023~~Campers.

Cost of Goods Sold

Cost of goods sold ~~from~~ for the quarter ended ~~September~~March 3031, ~~2023~~2024, were $~~688~~339,~~585~~731, compared to $~~528~~701,~~000~~319 for the ~~third~~first quarter of ~~2022~~2023. ~~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~~355,~~467~~710 for the quarter ended ~~September~~March 3031, ~~2023~~2024, compared to $~~526~~472,~~000~~349 for the ~~third~~first quarter of ~~2022, an increase of $126,467, or 24%~~2023. ~~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~~March 3031, ~~2023~~2024, we had total other expense of $5434,~~936~~004, compared to $476,~~000~~797 for the ~~third~~first quarter of ~~2022~~2023.

Net Loss

AsWe ~~a result of the factors discussed above, we~~ had a net loss of $~~640~~438,~~835~~ 954 for the quarter ended ~~September~~March 3031, ~~2023~~2024, compared to a net loss of $~~663~~154,~~000~~728 for the ~~third~~first quarter of ~~2022~~2023.

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

Sales

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

Cost of Goods Sold

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

Operating Expenses

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

We had product development costs of $123,000 for the nine months ended September 30, 2022.

Other Income/Expense

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

Net Loss

As a result of the factors discussed above, we had a net loss of $791,108 for the nine months ended September 30, 2023, compared to a net loss of $1,645,000 for the first nine months of 2022. Our overall net loss decreased mainly due to increased revenues.

Liquidity and Capital Resources

Net cash used in operating activities for the ~~nine~~quarter ~~months~~ ended ~~September~~March 31, 302024, ~~2023,~~ was $~~196~~92,~~505~~398, compared to net cash used in operating activities of $1292,~~417,000~~156 for the ~~nine~~first ~~months~~quarter of ~~2022~~2023.

Net cash used in investing activities was $~~521~~24,~~467~~031 for the ~~nine~~quarter ~~months~~ ended March ~~September 30~~31, ~~2023~~2024, compared to $1190,~~068,000~~221 provided by investing activities for the ~~nine~~first ~~months~~quarter of ~~2022~~2023. ~~The difference is primarily due to the sale of fixed assets of $35,000 for the nine months of 2022 and proceeds of $1,341,000 received from trading securities.~~

Net cash provided by financing activities for the ~~nine~~quarter ~~months~~ ended ~~September~~ 30March 31, ~~2023~~2024, was $~~597~~165,~~559~~485, which included proceeds of $~~167~~283,~~500~~372 ~~received~~ from ~~the sale of common stock and proceeds of $566,966 from loans payable and~~ related party loans. Total loan payments were $~~136~~117,~~907~~887. Net cash provided by financing activities for the ~~third~~ first quarter of ~~2022~~2023 was $~~125~~403,~~000~~691, which included proceeds of $80167,~~000~~500 from the sale of common stock, and $~~561~~236,~~000~~191 from proceeds of ~~notes payable to related parties, $105,000 as payment of~~ loans payable ~~and $411,000 for payments on notes payable to related parties~~.

Critical Accounting Policies and Estimates

Please refer to our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 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.~~

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures, as defined under the Securities Exchange Act, are controls and other procedures that are designed to ~~ensure~~provide reasonable assurance that information required to be disclosed in our ~~reports filed or submitted under the~~ Exchange Act, reports 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 this information ~~required to be disclosed in company reports filed or submitted under the Exchange Act~~ is accumulated and communicated to management, including our ~~Chief~~CEO ~~Executive Officer~~ and ~~Chief Financial Officer~~CFO, to allow timely decisions regarding required disclosure.

AsOur ~~required~~management ~~by Rules 13(a)-15(e) and 15(d)-15(e) under the Exchange Act~~team, atwith the ~~time~~participation ~~the~~of ~~Original~~our ~~Quarterly~~chief ~~Report was filed~~executive officer, ~~our~~Anthony ~~Chief~~R. ~~Executive~~Corpora, ~~Officer~~ and ~~Chief~~chief ~~Financial~~financial ~~Officer~~officer, ~~carried out~~Michael ~~evaluations~~A. ofCoates, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, ~~2023, and concluded that our disclosure controls and procedures were effective~~2024. ~~After~~Based ~~filing~~upon ~~the March 31, 2023 Form 10-Q, while preparing~~ this ~~report~~evaluation, ~~the Company identified a material weakness in internal control over financial reporting as described below~~Messrs. Corpora ~~As a result, our Chief Executive Officer~~ and ~~Chief~~Coates ~~Financial Officer have re-evaluated the disclosure controls and procedures and~~ concluded that the ~~our~~company’s disclosure controls and procedures ~~(as defined in Rules 13(a)-15(e) and 15(d)-15(e) under the Exchange Act)~~ were ~~not~~ effective as of ~~September~~March 3031, ~~2023, due to the material weakness in internal control over financial reporting as described below~~2024.

Material Weakness in Internal Control over Financial Reporting

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

Remediation Plan

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

Changes in Internal Control Over Financial Reporting

~~Other~~Our ~~than~~senior ~~described~~management ~~above,~~team ~~there~~is ~~have~~responsible ~~been~~for noestablishing ~~changes~~and inmaintaining adequate ~~our~~ internal control over financial reporting, ~~during~~defined under the ~~quarter~~Exchange ~~ended~~Act ~~September~~as 30a process designed by, ~~2023~~or ~~that~~under ~~have~~the ~~materially~~supervision of, ~~affected~~our CEO and CFO, orand ~~are~~effected ~~reasonably~~by ~~likely~~our ~~to materially~~board, ~~affect~~senior management and other personnel, ~~our~~to ~~internal~~provide ~~controls~~reasonable ~~over~~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.

15Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. We continue to review our internal control over financial reporting and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

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

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

Please refer to the risk factors listed under Item 1A. Risk Factors ~~beginning~~ beginning on page 4seven of our ~~prospectus~~Annual ~~dated~~Report ~~September~~on ~~18,~~Form ~~2023~~10-K ~~and~~for ~~filed with~~ the ~~Securities~~year ~~and~~ended ~~Exchange~~December ~~Commission~~31, on2023 ~~that date~~ for information relating to certain risk factors applicable to USLG.

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

InWe ~~July~~did ~~2023,~~not weissue ~~issued~~any ~~120,113~~ unregistered shares of our common stock ~~valued~~ ator another equity ~~average~~securities ~~of approximately $0.10 a share to our corporate law firm for legal services provided to USLG~~ during the ~~first~~quarter ~~half of~~ended ~~the~~March ~~year.~~31, ~~The issuance of shares to our law firm was exempt from registration under Section 4(a)(2) of the Securities Act~~2024.

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

Item 3. Defaults Upon Senior Securities.

During the quarter ended ~~September~~March 3031, ~~2023~~2024, USLG was not in material ~~default~~ default with respect to any of its material indebtedness.

Item 4. Mine Safety Disclosures.

We are not engaged in mining operations.

Item 5. Other Information.

We have disclosed on Form 8-K all reportable events that occurred in the quarter ended ~~September~~March 3031, ~~2023~~2024.

Item 6. Exhibits.

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

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, US Lighting Group, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	US Lighting Group, Inc.
November 21, 2023	/s/ Anthony Corpora
May 15, 2024	/s/ Anthony Corpora
	By Anthony Corpora, Chief Executive Officer (Principal Executive Officer)
	By Anthony R. Corpora, Chief Executive Officer (Principal Executive Officer)
November 21, 2023	/s/ Donald O. Retreage, Jr.
May 15, 2024	/s/ Michael A. Coates
	By Donald O. Retreage, Jr., Chief Financial Officer (Principal Financial Officer)
	By Michael A. Coates, Chief Financial Officer (Principal Financial and Accounting Officer)
November 21, 2023	/s/ Michael A. Coates
	By Michael A. Coates, Corporate Controller (Principal Accounting Officer)

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Filing Compare · U.S. Lighting Group, Inc.