10-Q 1 f10q0622_uslighting.htm QUARTERLY REPORT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED: JUNE 30, 2022

 

 TRANSITION REPORT UNDER 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: None.

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 

 

The number of shares of registrant’s common stock outstanding as of August 15, 2022 was 98,348,735

 

 

 

 

 

 

US LIGHTING GROUP, INC.

 

INDEX

 

PART I. FINANCIAL INFORMATION   1
           
  ITEM 1.   Financial Statements   1
           
      Condensed Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021   1
           
      Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021 (unaudited)   2
           
      Condensed Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2022 and 2021 (unaudited)   3
           
      Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (unaudited)   4
           
      Notes to Unaudited Condensed Consolidated Financial Statements   5
           
  ITEM 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations   11
           
  ITEM 3.   Quantitative and Qualitative Disclosures about Market Risk   14
           
  ITEM 4.   Controls and Procedures   14
           
PART II. OTHER INFORMATION   16
           
  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   16
           
  ITEM 6.   Exhibits   17
           
  SIGNATURES   18

 

i

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

US LIGHTING GROUP, INC., AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS 

 

   June 30,
2022
   December 31,
2021
 
   (Unaudited)     
ASSETS        
Current Assets:        
Cash  $119,000   $286,000 
Prepaid expenses and other current assets   208,000    157,000 
Investment in trading securities   367,000    1,647,000 
Total Current Assets   694,000    2,090,000 
           
Property and equipment, net   875,000    945,000 
Total Assets  $1,569,000   $3,035,000 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)          
Current Liabilities:          
Accounts payable  $23,000   $34,000 
Accrued expenses   17,000    17,000 
Customer advance payments   77,000    10,000 
Accrued payroll to a former officer   246,000    536,000 
Convertible notes payable   
    60,000 
Loan payable– current portion   107,000    82,000 
Loans payable, related party   
    407,000 
Total Current Liabilities   470,000    1,146,000 
           
Loans payable, net of current portion   330,000    344,000 
           
Total Liabilities   800,000    1,490,000 
           
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, 100,000,000 shares authorized; 97,848,735 shares issued and outstanding   10,000    10,000 
Additional paid-in-capital   17,791,000    17,791,000 
Accumulated deficit   (17,032,000)   (16,256,000)
Total Shareholders’ Equity   769,000    1,545,000 
           
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY  $1,569,000   $3,035,000 

 

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

 

1

 

 

 US LIGHTING GROUP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

   For the Three Months ended
June 30,
   For the Six Months ended
 June 30,
 
    2022     2021   2022   2021 
Sales  $49,000   $1,000   $125,000   $2,000 
Cost of goods sold   44,000    2,000    112,000    3,000 
Gross profit (loss)   5,000    (1,000)   13,000    (1,000)
                     
Operating expenses:                    
Selling, general and administrative expenses   325,000    358,000    591,000    575,000 
Product development costs   
    6,000    
    39,000 
Total operating expenses   325,000    364,000    591,000    614,000 
                     
Loss from operations   (320,000)   (365,000)   (578,000)   (615,000)
                     
 Other income (expense):                    
Other income, net   79,000    
    94,000    
 
Other income, related party   
    15,000    
    30,000 
Extinguishment of debt - related party   
    9,000    
    9,000 
Unrealized gain (loss)   (117,000)   204,000    (274,000)   204,000 
Realized loss   (49,000)   
    (18,000)   
 
Interest income   1,000    
    3,000    
 
Interest expense   (7,000)   
    (16,000)   
 
Interest expense, related party   
    (24,000)   
    (56,000)
Gain on disposal of fixed assets   13,000    
    13,000    
 
Total other income (expense)   (80,000)   204,000    (198,000)   187,000 
                     
Net loss from continuing operations   (400,000)   (161,000)   (776,000)   (428,000)
Net income from sale of discontinued operations   
    3,915,000    
    3,915,000 
Net loss from discontinued operations   
    (301,000)   
    (182,000)
Net income (loss)  $(400,000)  $3,453,000   $(776,000)  $3,305,000 
                     
Basic loss per share from continuing operations  $(0.00)  $(0.00)  $(0.01)  $(0.00)
Basic income per share from discontinued operations  $
   $0.04   $
   $0.04 
Basic loss per share  $(0.00)  $(0.00)  $(0.01)  $(0.00)
Diluted income per share from discontinued operations  $
   $0.04   $
   $0.04 
                     
Weighted average common shares outstanding, basic   97,848,735    97,634,035    97,848,735    97,043,978 
Weighted average common shares outstanding, diluted   97,848,735    97,634,035    97,848,735    97,043,978 

 

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

 

2

 

 

US LIGHTING GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021

(Unaudited)

 

 

   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   $17,791,000   $(16,256,000)  $1,545,000 
Net Loss       
        
    
    (376,000)   (376,000)
Balance, March 31, 2022   
    
    97,848,735    10,000    17,791,000    (16,632,000)   1,169,000 
Net Loss       
        
    
    (400,000)   (400,000)
Balance, June 30, 2022   
   $
    97,848,735   $10,000   $17,791,000   $(17,032,000)  $769,000 

 

   Preferred Stock   Common Stock   Additional
Paid-In
   Common
Stock to
   Accumulated   Total
Stockholders’
 
   Shares   Amount   Shares   Amount   Capital   Be Issued   Deficit   Equity 
Balance, December 31, 2020   
   $
    95,970,735   $10,000   $17,435,000   $
   $(19,309,000)  $(1,864,000)
Net proceeds from sale of common stock   
    
    1,005,000    
    150,000    
    
    150,000 
Net Loss       
        
    
    
    (148,000)   (148,000)
Balance, March 31, 2021   
    
    96,975,735    10,000    17,585,000    
    (19,457,000)   (1,862,000)
Proceeds from sale of common stock   
    
    1,007,000    
    151,000    7,000    
    158,000 
Shares returned   
    
    (500,000)   
    
    
    
    
 
Common stock issued for services   
    
    350,000    
    55,000    
    
    55,000 
Net Income       
        
    
    
    3,453,000    3,453,000 
Balance, June 30, 2021   
   $
    97,832,735   $10,000    17,791,000   $7,000   $(16,004,000)  $1,804,000 

 

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

 

3

 

 

US LIGHTING GROUP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

  

For the Six Months Ended

June 30,

 
   2022   2021 
Cash Flows from Operating Activities        
Net (loss) income  $(776,000)  $3,305,000 
Adjustments to reconcile net loss to net cash (used) provided by operating activities:          
Depreciation   36,000    40,000 
Amortization of debt discount   
    8,000 
Stock issued for services   
    55,000 
Realized loss from investments   18,000    
 
Unrealized loss from investments   274,000    (204,000)
Gain on extinguishment of debt   
    (9,000)
Changes in Assets and Liabilities:          
Accounts receivable   
    514,000 
Prepaid expenses and other current assets   (51,000)   
 
Accounts payable   (11,000)   (8,000)
Customer advanced payments   67,000    
 
Accruals   (3,000)   
 
Accrued interest on related party loans   4,000    66,000 
Accrued payroll to a former officer   (290,000)   52,000 
Operating cashflow from discontinued operations   
    26,000 
Net cash (used) provided by operating activities   (732,000)   3,845,000 
           
Cash Flows from Investing Activities:          
Purchase of property and equipment   (1,000)   (159,000)
Investment in trading securities   
    (3,800,000)
Sale of fixed assets   35,000    400,000 
Proceeds from investments   988,000    100,000 
Net cash provided (used) by investing activities   1,022,000    (3,459,000)
           
Cash Flows from Financing Activities:          
Proceeds from sale of common stock   
    308,000 
Proceeds from loans payable   
    177,000 
Payment of loans payable   (46,000)   (159,000)
Payments on notes payable related party   (411,000)   (734,000)
Net cash used in financing activities   (457,000)   (408,000)
           
Net change in cash   (167,000)   (22,000)
Cash beginning of period   286,000    108,000 
Cash end of period  $119,000   $86,000 
           
Supplemental Cash Flow Information:          
Interest paid  $430,000   $49,000 
Taxes paid  $
   $
 
           
Non-cash Financing Activities:          
Offset accounts receivable, related party with notes payable, related party  $
   $30,000 

 

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

 

4

 

 

US LIGHTING GROUP, INC.

NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2022

 

NOTE 1 – ORGANIZATION

 

US Lighting Group, Inc. (the “Company”) was founded on October 17, 2002, in accordance with the laws of Florida and is located in Euclid, Ohio.

 

On January 11, 2021, the Company created a new wholly owned subsidiary called Cortes Campers, LLC, domiciled in Wyoming. Cortes Campers, LLC was created to market tow behind travel trailers for the recreational vehicle market. The division was in the early stage of revenue generation as of the date of this report. The first camper was delivered on February 19, 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, the Company created Futuro Houses, LLC, a new wholly owned subsidiary to manufacture and sell fiberglass houses. As of June 30, 2022, Futuro Houses, LLC had no revenues.

 

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 six month period ending June 30, 2022 and not necessarily indicative of the results to be expected for the full year ending December 31, 2022. 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, 2021.

 

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 $0 and $205,000 of cash equivalents as of the six months ended June 30, 2022 and the year ended December 31, 2021, 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 Intellitronix Corp., Cortes Campers, LLC, Fusion X Marine, LLC and Futuro Houses, LLC. All intercompany transactions and balances have been eliminated in consolidation.

 

5

 

 

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. generally accepted accounting principles. 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 products are delivered to the customer’s control and performance obligations are satisfied.

 

Recently Accounting Pronouncements

 

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

 

NOTE 3 - LIQUIDITY

 

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

  

During the six months ended June 30, 2022, the Company realized a net loss of $776,000 and cash used by operating activities was $1,316,000, compared to cash provided by operating activities of $3,845,000 in the prior period. Based on current projections, we believe our available cash on-hand of $119,000, our liquid investments of $367,000, current efforts to market and sell our product and our ability to significantly reduce expenses will provide sufficient cash resources to satisfy our operational need for the next twelve months.   

 

NOTE 4 – SALE OF ASSETS / DISCONTINUED OPERATIONS

 

On May 14, 2021, the Company and Intellitronix Corporation entered into an Asset Purchase Agreement with Ohio INTX Cooperative, a State of Ohio cooperative association, to sell selected assets of Intellitronix Corporation. The Asset Purchase Agreement and related sale was finalized on May 14, 2021, with a sale price of $4,520,000. Intellitronix Corporation remains a wholly-owned subsidiary of the Company.

 

In accordance with the provisions of ASC 205-20, we have not included the results of operations from discontinued operations in the results of continuing operations in the consolidated statements of operations. The results of operations from discontinued operations for the three and six months ended June 30, 2021, have been reflected as discontinued operations in the unaudited consolidated statements of operations and consist of the following.

 

   Three Months
ended
June 30,
2021
   Six Months
ended
June 30,
2021
 
Sales from discontinued operations  $541,000   $1,484,000 
Cost of goods sold of discontinued operations   188,000    594,000 
Gross profit of discontinued operations   353,000    890,000 
           
Operating expenses of discontinued operations:          
Selling, general and administrative expenses   597,000    942,000 
Product development costs   30,000    80,000 
Total operating expenses of discontinued operations   627,000    1,022,000 
           
Operating income from discontinued operations   (274,000)   (132,000)
           
Other income (expense) of discontinued operations:          
 Gain on sale of assets   3,915,000    3,915,000 
Gain on extinguishment of debt   
    9,000 
Interest expense   (27,000)   (59,000)
Total other income   3,888,000    3,865,000 
           
Net Income from discontinued operations  $3,614,000   $3,733,000 

 

6

 

 

NOTE 5 – 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 June 30, 2022, these assets have a reported market value of $367,000. The Company has adjusted the reported amounts for these investments to market value resulting in a realized loss and unrealized loss of $18,000 and $274,000, respectively, for the six months ended June 30, 2022.

 

The source of the $3,800,000 that the Company used to purchase various mutual fund assets from the broker was from the sale of certain assets of Intellitronix Corporation that was consummated on May 14, 2021. The Company purchased the mutual fund assets in order to provide shareholders of the Company with a reasonable rate of return while deciding how to deploy these funds towards its planned business operations. However, as a result of this purchase by the Company of mutual fund assets from the broker , the Company may be deemed to be an “investment company” under the Investment Company Act of 1 Investment Company Act of 1940 (the “Investment Company Act”).

 

The Company does not intend to be an investment company and does not intend to be engaged in the business of investing, reinvesting, owning, holding or trading in securities. As such, the Company intends to rely 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 will endeavor to ensure that it is compliant with the conditions for relying on this rule, within the time period permitted by Rule 3a-2. In an effort to comply with this exclusion, the Company intends to liquidate its securities as soon as is reasonably possible until the Company no longer owns securities having a value exceeding 40% of the value of such the Company’s total assets on an unconsolidated basis. Such course of action has been approved and authorized by the Company’s Board of Directors by unanimous written consent on August 17, 2021.

 

As of December 31, 2021, the account had $205,000 of cash and $1,647,000 of securities. As of December 31, 2021, the Company owned securities that comprised 54% of the value of the Company’s total assets on a consolidated basis.

 

The Company has not been consistent in achieving its goal of maintaining investments at under 40% of total assets in 2021. In the second quarter of 2021 the Company was over 40%, in the third quarter of 2021 the Company was under 40% and in the fourth quarter of 2021 the Company was again over 40%. As of June 30, 2022, the account had $1,000 of cash and $367,000 of securities. As of June 30, 2022, the Company owned securities that comprised 23% of the value of the Company’s total assets on a consolidated basis and liquidated the remainder of its securities in early July 2022. The Company has remedied this issue and the Company will not have to register under The Investment Company Act of 1940.

 

As of June 30, 2022, the Company qualified for a one-year registration exclusion under rule 3a-2 of the Investment Company Act of 1940.

 

NOTE 6 – PROPERTY AND EQUIPMENT

 

Property and equipment for continuing operations consist of the following at June 30, 2022 and December 31, 2021:

 

   June 30,
2022
   December 31,
2021
 
Building and improvements  $664,000   $664,000 
Land   96,000    96,000 
Vehicles   199,000    319,000 
Office equipment   24,000    24,000 
Furniture and fixtures   5,000    5,000 
Total property and equipment cost   988,000    1,108,000 
Less: accumulated depreciation and amortization   (113,000)   (163,000)
Property and equipment, net  $875,000   $945,000 

 

Depreciation expense for the six months ended June 30, 2022, and 2021 was $36,000 and $40,000, respectively.

 

7

 

 

NOTE 7 – ACCRUED PAYROLL TO OFFICER

 

Beginning in January 2018, the Company’s former President and CEO voluntarily elected to defer payment of his employment compensation. The balance of the compensation owed to the Company’s former President and CEO was $246,000 and $536,000 as of June 30, 2022 and December 31, 2021, respectively. Deferral of wages was halted on August 9, 2021, when the Company’s former President and CEO resigned. Please see Note 10 for a more complete discussion.

 

NOTE 8 – LOANS PAYABLE TO RELATED PARTIES

 

Loans payable to related parties consists of the following at June 30, 2022 and December 31, 2021:

 

   June 30,
2022
   December 31,
2021
 
Loan payable to officers/shareholders (a)  $
   $407,000 
Loans payable to related parties, current portion   
    (407,000)
Loans payable to related parties, net of current portion  $
   $
 

  

a. On December 1, 2016, the Company acquired Intellitronix Corporation from the Company’s former President and majority shareholder. The Company agreed to pay $4,000,000 in exchange for all the shares of Intellitronix Corporation. The sixty-month loan matured in December 2021, required monthly payments of $74,000, carried an interest rate of 6.25%, and was secured by the assets of Intellitronix Corporation. The loan balance on December 31, 2021, consisting only of accrued interest, was $407,000. During the six months ended June 30, 2022, the Company made interest payments of $407,000, leaving a balance outstanding of $0 at June 30, 2022. 

 

NOTE 9 – LOANS PAYABLE

 

Loans payable for continuing operations consisted of the following as of June 30, 2022 and December 31, 2021:

 

  

June 30,

2022

   December 31,
2021
 
PayPal Working Capital Loan, net of discount (a)  $
   $18,000 
PayPal Working Capital Loan, net of discount (b)   
    7,000 
Secured promissory note (c)   261,000    263,000 
Vehicle loans (d)   118,000    127,000 
Equipment loan (e)   
    11,000 
Convertible Notes (f)   58,000    
 
Total loans payable   437,000    426,000 
Loans payable, current portion   (107,000)   (82,000)
Loans payable, net of current portion  $330,000   $344,000 

 

a. On August 12, 2019, the Company entered into a PayPal Working Capital loan. The principal amount of the loan was for $216,000. The Company received net proceeds of $200,000, net of loan fees of $16,000. The loan matures in November 2022 and requires a $1,600 monthly payment.  The loan balance on June 30, 2022, was $0.

8

 

  

b. On November 25, 2019, the Company entered into a PayPal Working Capital loan. The principal amount of the loan was for $66,000. The Company received net proceeds of $50,000, net of loan fees of $16,000. The loan matures in December 2022 and requires a $600 monthly payment. The loan balance on June 30, 2022, was $0.
   
c. On August 26, 2020, the Company entered into a loan agreement with Apex Commercial Capital Corp. in the principal amount of $266,000 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 and the Company’s former Chief Executive Officer and secured by the Company’s real estate. The loan balance on December 31, 2021, was $263,000. During the six months ended June 30, 2022, the Company made principal payments of $2,000, leaving a total of $261,000 owed at June 30, 2022.
   
 d. 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 three vehicles was $105,000 at December 31, 2020, with an original loan period of 72 to 144 months, and interest rates of zero percent to 10.99%. During the year ended December 31, 2021, the Company disposed of one vehicle and purchased another for $40,000. The new vehicle has a 72 month loan term, and an interest rate of 4.15%. The Company made total principal payments of $18,000 on its vehicle loans, leaving an aggregate loan balance on the three vehicles of $127,000 at December 31, 2021. During the six months ended June 30, 2022, the Company made principal payments of $9,000, leaving a total of $118,000 owed at June 30, 2022.
   
e. On August 3, 2020, the Company entered into a $18,000 term loan with Leaf Capital related to the purchase of production equipment. The loan requires monthly payments over the term of 36 months, has an interest rate of 8.48% per annum, and is secured by the production equipment. The loan balance on December 31, 2021, was $11,000. During the six months ended June 30, 2022, the Company made principal payments of $11,000, leaving a total of $0 owed at June 30, 2022.
   
f.

The Company issued convertible secured debentures (“Convertible Notes”) to accredited investors from December 2019 through June 2020, with interest at 10% per annum, a term of eighteen months, and secured by all of the assets of the Company and its subsidiaries. The Convertible Notes provide a conversion right, in which the principal amount of the Convertible Notes, together with any accrued but unpaid interest, could be converted into the Company’s common stock at a conversion price at $0.25 per share. The Convertible Notes balance on December 31, 2021, including accrued interest of $10,000, was $60,000. As of June 4, 2021, the remaining Convertible Note was no longer convertible into shares of common stock since the conversion rights expired on June 4, 2021, and the Convertible Notes stopped accruing interest on its maturity date on June 5, 2021. The Convertible Notes have been reclassified from Convertible Note to Loans Payable on the balance sheet.

 

The following sets forth the loan payments, including interest, for the years ended December 31:

 

2023  $107,000 
2024  $51,000 
2025  $50,000 
2026  $50,000 
2027  $38,000 
Thereafter  $141,000 
Total  $437,000 

  

9

 

 

NOTE 10 – LEGAL PROCEEDINGS

 

On June 8, 2021, Paul Spivak, former Chief Executive Officer of the Company was arrested for conspiracy to commit securities fraud. Upon his arrest, the Company learned that on June 7, 2021, a Criminal Complaint was filed against Mr. Spivak in the United States District Court for the Northern District of Ohio.

 

On October 8, 2021, a superseding indictment was unsealed that included additional securities fraud related charges against Mr. Spivak and Olga Smirnova (Secretary and Director, wife of Mr. Spivak), amongst others. Mr. Spivak resigned from all positions due to the charges against him.

 

The Company has been advised that Mr. Spivak and Ms. Smirnova pleaded not guilty to the charges. Both have advised that they intend to deny the charges and intend to vehemently defend themselves against these charges. The Company has not been named in the superseding indictment and is unable to know the eventual outcome, timing and course of actions of this matter.

 

NOTE 11 – SUBSEQUENT EVENTS

 

On July 11, 2022, the Company changed the name of its wholly owned subsidiary Intellitronix Corp. to RVTronix Corp to better reflect its expected future product focus. As of June 30, 2022, RVTronix had no revenue.

 

On August 5, 2022, US Lighting Group, (the “Company”) entered into a Stock Purchase Agreement (the “Agreement”) with Paul Spivak, a related party, (“Seller”), whereby the Company agreed to acquire one hundred percent of the outstanding shares of common stock of Mig Marine Corp. (“Mig Marine”) in exchange for a promissory note of $6,195,000 (the “Promissory Note”) and a deposit of $683,333 payable on or before August 05, 2023, together representing one hundred percent seller financing of the transaction. The parties agreed that certain assets of Mig Marine were to be excluded from the purchase as more fully set forth in the Agreement. The following are the material terms of the Promissory Note: interest accrues at the rate of 6.25 per annum commencing September 5, 2022; principal and interest will be repaid in consecutive monthly installments of principal and interest, amortized over five years, on the first day of each month commencing the month following execution of the Promissory Note and continuing until August 5, 2027.

 

On August 8, 2022, the Company sold 500,000 shares of common stock for total proceeds of $50,000.

 

10

 

 

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

 

This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking statements that reflect Management’s current views with respect to future events and financial performance. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. Those statements include statements regarding the intent, belief or current expectations of us and members of our management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.

 

Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important factors currently known to Management could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions. Factors that could cause differences include, but are not limited to, expected market demand for our products, fluctuations in pricing for materials, and competition.

 

General Overview

 

US Lighting Group, Inc. (the “Company”) was originally incorporated in the State of Florida on October 17, 2003, under the name Luxurious Travel Corp., The Company acquired all of the issued and outstanding capital stock of US Lighting Group, Inc. (founded in 2013 in accordance with the laws of the State of Wyoming) on July 13, 2016, and the corporate name was changed on August 9, 2016, to the US Lighting Group, Inc. At the time the Company designed and manufactured commercial LED lighting, both for retrofits and new construction.

 

Through supplying Original Equipment Manufacturers (OEM’s) with electronic components the Company was introduced to the Recreational Vehicle (RV) Industry. Management identified a fast growing and underserved niche of small, tow-behind fully molded fiberglass travel trailers. The Company started developing a new business plan to create a luxury 17’ Travel Camper to appeal to young professionals working remotely as well as retirees and other consumers intrigued by the travelling lifestyle.

 

On January 11, 2021, the Company formed Cortes Campers, LLC (“Cortes Campers”), a wholly owned subsidiary, to operate its new brand of innovative travel trailers. During the second part of 2021 the Company heavily invested in Research and Development as well as production planning for the 17’ Camper with the goal of starting camper deliveries in early 2022.

 

The Company plans to expand its manufacturing footprint, enhance production techniques, and develop more products in the RV, marine, composite housing, and electronics sectors.

 

Results of Operations for the Three Months Ended June 30, 2022 Compared to the Three Months Ended June 30, 2021

 

Sales

 

Total sales from continuing operations for the three months ended the June 30, 2022 were $49,000, compared to $1,000 for the three months ended June 30, 2021, an increase of $48,000. The increase in sales is attributed to new sales through our Cortes Campers subsidiary. During the current period all sales revenue was from Cortes Campers subsidiary, whereas most of June 30, 2021, sales are discontinued and presented as part of discontinued operations.

 

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Cost of Goods Sold

 

Cost of goods sold from continuing operations for the three months ended the June 30, 2022 were $44,000, compared to $2,000 for the three months ended the June 30, 2021. The June 30, 2022 cost of goods sold relates to camper sales from the Company’s Cortes Campers subsidiary, whereas most of June 30, 2021 sales are discontinued and presented as part of discontinued operations.

 

Operating Expenses

 

Selling, general and administrative expenses (“SG&A”) from continuing operations were $325,000 for the three months ended the June 30, 2022, compared to $358,000 for the three months ended the June 30, 2021, a decrease of $33,000, or 9%. The decrease over the prior year can be primarily attributed to decreased bad debt expense of $40,000 offset partially by increased payroll expense of $5,000.

 

We had no product development costs for the three months ended the June 30, 2022, compared to $6,000 for the three months ended the June 30, 2021, a decrease of $6,000. The decrease is due to the Company changing its focus to the RV, marine, composite housing, and electronics sectors. We are currently a distributer and not a manufacturer.

 

Other Income / Expense

 

During the three months ended the June 30, 2022, we had total other expenses of $80,000, including: other income of $79,000, recognized a realized loss of $49,000 and an unrealized loss of $117,000 from investments, interest income of $1,000 related to investments, and interest expense of $7,000. During the three months ended the June 30, 2021, we had total other income of $204,000. We had other income of $15,000, recognized an unrealized gain of $204,000 from investments, and interest expense of $24,000.

 

Net Loss

 

We had a net loss from continuing operations of $400,000 for the three months ended June 30, 2022, compared to $161,000 for the three months ended the June 30, 2021. Our overall net loss from continuing operations increased mainly to the unrealized loss on our investments in the current period compared to the unrealized gain in the prior period. For the three months ended June 30, 2021, we also had $3,915,000 of income from the sale of discontinued operations and a $301,000 net loss from discontinued operations.

 

Results of Operations for the Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021

 

Sales

 

Total sales from continuing operations for the six months ended the June 30, 2022 were $125,000, compared to $2,000 for the six months ended June 30, 2021, an increase of $123,000. The increase in sales is attributed to new sales through our Cortes Campers subsidiary. During the current period all sales revenue was from Cortes Campers subsidiary, whereas most of June 30, 2021, sales are discontinued and presented as part of discontinued operations.

 

Cost of Goods Sold

 

Cost of goods sold from continuing operations for the six months ended the June 30, 2022 were $112,000, compared to $3,000 for the six months ended the June 30, 2021. The June 30, 2022 cost of goods sold relates to camper sales from the Company’s Cortes Campers subsidiary, whereas most of June 30, 2021 sales are discontinued and presented as part of discontinued operations.

 

Operating Expenses

 

Selling, general and administrative expenses (“SG&A”) from continuing operations were $591,000 for the six months ended the June 30, 2022, compared to $575,000 for the six months ended the June 30, 2021, an increase of $16,000, or 3%. The increase over the prior year can be attributed to increased personnel costs associated with the Company’s Cortes Campers Subsidiary.

 

12

 

 

We had no product development costs for the six months ended the June 30, 2022, compared to $39,000 for the six months ended the June 30, 2021, a decrease of $39,000. The decrease is due to the Company changing its focus to the RV, marine, composite housing, and electronics sectors. We are currently a distributer and not a manufacturer.

 

Other Income / Expense

 

During the six months ended the June 30, 2022, we had total other expense of $198,000 including: other income of $94,000, recognized a realized loss of $18,000 and unrealized loss of $274,000 from investments, interest income of $3,000 related to investments, and interest expense of $16,000. During the six months ended the June 30, 2021, we had total other income of $187,000. We had other income, related party of $30,000, recognized an unrealized gain of $204,000 from investments, and interest expense, related party of $56,000.

 

Net Loss

 

We had a net loss from continuing operations of $776,000 for the six months ended June 30, 2022, compared to $428,000 for the six months ended the June 30, 2021. Our overall net loss from continuing operations increased mainly due to the unrealized loss on our investments in the current period. For the six months ended June 30, 2021, we also had $3,915,000 of income from the sale of discontinued operations and a $182,000 net loss from discontinued operations.

 

Liquidity and Capital Resources

 

Changes in Cash Flows

 

Net cash used in operating activities for the six months ended June 30, 2022, was $732,000, as compared to net cash provided by operating activities of $3,845,000, for the six months ended the June 30, 2021, which included $3,915,000 net income from the sale of discontinued operations.

 

Net cash provided by investing activities was $1,202,000 for the six months ended June 30, 2022, compared to net cash used of $3,459,000 for the six months ended June 30, 2021. In the prior period we used $3,800,000 to invest in trading securities and $159,000 to purchase property and equipment. This was offset with proceeds of $400,000 from the sale of fixed assets and $100,000 from proceeds from investments. In the current period we received $35,000 from the sale of fixed assets and $988,000 from proceeds from investments..

 

Net cash used in financing activities for the six months ended June 30, 2022, was $457,000 and included the repayment of $46,000 of loans payable, and repayment of $411,000 of notes payable to a related party. Net cash used in financing activities for the six months ended June 30, 2021, was $408,000 and included proceeds of $308,000 received from the sale of common stock and $177,000 from notes payable. Cash received was offset by the repayment of $159,000 of loans payable, and repayment of $734,000 of notes payable to a related party.

 

Loans payable for continuing operations consisted of the following as of June 30, 2022:

 

  

June 30,

2022

 
Secured promissory note (a)  $261,000 
Vehicle loans (b)   118,000 
Convertible Notes (c)   58,000 
Total loans payable   437,000 
Loans payable, current portion   (107,000)
Loans payable, net of current portion  $330,000 

 

a.On August 26, 2020, the Company entered into a loan agreement with Apex Commercial Capital Corp. in the principal amount of $266,000 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 and the Company’s former Chief Executive Officer and secured by the Company’s real estate. The loan balance on December 31, 2021, was $263,000. During the six months ended June 30, 2022, the Company made principal payments of $2,000, leaving a total of $261,000 owed at June 30, 2022.

 

13

 

 

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 three vehicles was $105,000 at December 31, 2020, with an original loan period of 72 to 144 months, and interest rates of zero percent to 10.99%. During the year ended December 31, 2021, the Company purchased a vehicle for $40,000, with a 72 month loan term, and an interest rate of 4.15%, and made total principal payments of $18,000 on its vehicle loans, leaving an aggregate loan balance on three vehicles of $127,000 at December 31, 2021. During the six months ended June 30, 2022, the Company made principal payments of $9,000, leaving a total of $118,000 owed at June 30, 2022.

 

c.The Company issued convertible secured debentures (“Convertible Notes”) to accredited investors from December 2019 through June 2020, with interest at 10% per annum, a term of eighteen months, and secured by all of the assets of the Company and its subsidiaries. The Convertible Notes provide a conversion right, in which the principal amount of the Convertible Notes, together with any accrued but unpaid interest, could be converted into the Company’s common stock at a conversion price at $0.25 per share. The Convertible Notes balance on December 31, 2021, including accrued interest of $10,000, was $60,000. As of June 4, 2021, the remaining Convertible Note was no longer convertible into shares of common stock since the conversion rights expired on June 4, 2021, and the note stopped accruing interest on its maturity date on June 5, 2021. The Note has been reclassed from Convertible Note to Loans Payable on the balance sheet.

 

Critical Accounting Policies and Estimates

 

Refer to our Form 10-K for the year ended December 31, 2021, for a full discussion of our critical accounting policies.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

 

Item 4. Controls and Procedures.

 

Evaluation of disclosure controls and procedures.

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 

14

 

 

Based on management’s evaluation, we concluded that, as of the date of this report, our remediation efforts continue related to each of the material weaknesses that we have identified in our internal control over financial reporting, and additional time and resources will be required in order to fully address these material weaknesses. We have not been able to complete all actions necessary and test the remediated controls in a manner that would enable us to conclude that such controls are effective. We are committed to implementing the necessary controls to remediate the material weaknesses described below as our resources permit. These material weaknesses will not be considered remediated until (1) the new processes are designed, appropriately controlled and implemented for a sufficient period of time and (2) we have sufficient evidence that the new processes and related controls are operating effectively. The following material weaknesses in our internal control over financial reporting were identified by management as June 30, 2022:

 

Ineffective Control Environment. The Company did not maintain an effective control environment, which is the foundation necessary for effective internal control over financial reporting. Specifically, the Company (i) did not maintain a functioning independent audit committee; (ii) had an insufficient number of personnel appropriately qualified to perform control design, execution and monitoring activities; (ii) had an insufficient number of personnel with an appropriate level of U.S. GAAP knowledge and experience and ongoing training in the application of U.S. GAAP and SEC disclosure requirements commensurate with the Company’s financial reporting requirements; (iv) had inadequate segregation of duties consistent with control objectives; and (v) lack of written documentation of the Company’s key internal control policies and procedures over financial reporting. The Company is required under Section 404 of the Sarbanes-Oxley Act to have written documentation of key internal controls over financial reporting. The Company did not formally document policies and controls to enable management and other personnel to understand and carry out their internal control responsibilities including the lack of budget-to-actual analyses, balance sheet variation analysis, and pro-forma financial statements. Additionally, the Company did not have an adequate process in place to complete its testing and assessment of the design and operating effectiveness of internal control over financial reporting in a timely manner;

 

Ineffective controls over financial statement close and reporting process. The Company did not maintain effective controls over its financial statement close and reporting process. Specifically, the Company: (i) had insufficient preparation and review procedures for disclosures accompanying the Company’s financial statements; and (ii) did not provide reasonable assurance that accounts were complete and accurate and agreed to detailed support and that reconciliations of accounts were properly performed, reviewed and approved; and

 

Insufficient segregation of duties in our finance and accounting functions due to limited personnel. We do not have sufficient segregation of duties within accounting functions. During the quarter ended June 30, 2022, we had limited personnel that performed nearly all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements. Due to the fact that these duties were often performed by the same person, this creates a lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected.

 

Changes in internal control over financial reporting.

 

There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

 

15

 

 

PART II

 

Item 1. Legal Proceedings.

 

On June 8, 2021, Paul Spivak, former Chief Executive Officer of the Company was arrested for conspiracy to commit securities fraud. Upon his arrest, the Company learned that on June 7, 2021, a Criminal Complaint was filed against Mr. Spivak in the United States District Court for the Northern District of Ohio.

 

On October 8, 2021, a superseding indictment was unsealed that included additional securities fraud related charges against Mr. Spivak and Olga Smirnova (Secretary and Director, wife of Mr. Spivak), amongst others, The Company has been advised that both Mr. Spivak and Ms. Smirnova have pleaded not guilty to the charges. Both have advised that they intend to deny the charges and intend to vehemently defend themselves against these charges. The Company has not been named in the superseding indictment and is unable to know the eventual outcome, timing and course of actions of this matter.

 

Item 1A. Risk Factors.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

 

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

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

16

 

 

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 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
32.2   Certifications of 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).

 

17

 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  US LIGHTING GROUP, INC.
     
Date: August 15, 2022 By: /s/ ANTHONY CORPORA
    Anthony Corpora
   

Chief Executive Officer

(Principal Executive Officer)

     
Date: August 15, 2022 By: /s/ STEVEN E. EISENBERG
    Steven E. Eisenberg
    Chief Financial Officer
(Principal Accounting Officer)

 

18

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