UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

~~THE~~For the ~~SECURITIES~~fiscal ~~EXCHANGE~~year ~~ACT~~ended ~~OF 1934~~December 31, 2023

For the fiscal year ended December 31, 2022

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

THE SECURITIES EXCHANGE ACT OF 1934

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.)

Address of principal executive offices, including zip code: 1148 East 222nd Street, Euclid, Ohio 44117

Registrant’s telephone number, including area code: 216-896-7000

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 Par Value

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

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~~ ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 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, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (check one):

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. ☐

IfIndicate by ~~securities~~check ~~are~~mark ~~registered~~whether ~~pursuant~~the registrant has filed a report on and attestation to ~~Section~~its ~~12(b)~~management’s assessment of the ~~Act,~~effectiveness of ~~indicate~~its byinternal ~~check~~control ~~mark~~over ~~whether~~financial ~~the~~reporting ~~financial~~under ~~statements~~Section 404(b) of the ~~registrant included~~Sarbanes-Oxley inAct ~~the~~(15 ~~filing~~U.S.C.7262(b)) ~~reflect~~by the registered ~~correction~~public ofaccounting anfirm ~~error~~that toprepared ~~previously~~or issued ~~financial~~its ~~statements~~audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant include in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The aggregate market value of the 4448,~~930~~016,~~535~~875 shares of the registrant’s common stock held by non-affiliates of the registrant was $73,~~997~~409,~~635~~198 calculated based on the $0.~~1780~~071 closing price on June 30, ~~2022.~~2023

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. There were 99102,~~934~~786,~~825~~188 shares of common stock outstanding on April 1411, ~~2023~~2024.

Table of Contents

Item 1. Business 1 Overview 1 Corporate History 1 Cortes Campers 2 Futuro Houses 3 Manufacturing Process 4 Distribution and Current Market 4 Patents 4 Suppliers — International and Domestic 4 Competition 5 Seasonality 5 Product Safety and Environment Regulation 5 Human Capital 5 Item 1A. Risk Factors 6 Risks Related to our Business and Operations 6 Risks Related to Our Company and Stock 7 Forward-Looking Statements 9 Item 1B. Unresolved Staff Comments 9 Item 2. Properties 9 Item 3. Legal Proceedings 9 Item 4. Mine Safety Disclosures 9 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 10 Item 6. [Reserved] 10 Unregistered Sales of Common Stock 10 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 10 General Overview 10 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 13 Item 8. Financial Statements and Supplementary Data F-1 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 14 Item 9A. Controls and Procedures 14 Evaluation of Disclosure Controls and Procedures 14 Management’s Annual Report on Internal Control Over Financial Reporting 14 Changes in Internal Control Over Financial Reporting 14 Item 9B. Other Information 14 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 14 Item 10. Directors, Executive Officers and Corporate Governance 15 Our Management Team 15 Board Committees 16 Code of Ethics 16 Delinquent Section 16(a) Reports 16 Item 11. Executive Compensation 17 Compensation of Our Executive Officers 17 Compensation of Our Directors 17 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 17 Change in Control Arrangements 17 Equity Compensation Plans 17 Item 13. Certain Relationships and Related Transactions, and Director Independence 18 Review and Approval of Transactions with Affiliates and Director Independence 18 Transactions with Affiliates in 2022 and 2021 18 Item 14. Principal Accountant Fees and Services 19 Item 15. Exhibit and Financial Statement Schedules 20 Item 16. Form 10-K Summary 20

Item 1. Business.		1
Overview		1
Cortes Campers		1
Futuro Houses		3
Fusion X Marine		3
Manufacturing Process		4
Distribution and Current Market		4
Patents		4
Suppliers — International and Domestic		5
Competition		5
Seasonality		5
Product Safety and Environment Regulation		5
Human Capital		6
Corporate Structure and History		6
Item 1A. Risk Factors.		7
Risks Related to our Business and Operations		7
Risks Related to Our Company and Stock		9
Forward-Looking Statements		13
Item 1B. Unresolved Staﬀ Comments.		14
Item 1C. Cybersecurity.		14
Risk Management and Strategy		14
Governance		15
Item 2. Properties.		15
Item 3. Legal Proceedings.		15
Item 4. Mine Safety Disclosures.		15
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.		16
Item 6. [Reserved]		16
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		16
General Overview		16
Recent Developments		17
Results of Operations		17
Liquidity and Capital Resources		18
Critical Accounting Policies and Estimates		20
Recent Accounting Pronouncements		20
Off-Balance Sheet Arrangements		20
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.		20
Item 8. Financial Statements and Supplementary Data.		F-1
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.		21
Item 9A. Controls and Procedures.		21
Evaluation of Disclosure Controls and Procedures		21
Management’s Annual Report on Internal Control Over Financial Reporting		21
Changes in Internal Control Over Financial Reporting		21
Item 9B. Other Information.		21
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.		21
Item 10. Directors, Executive Oﬃcers and Corporate Governance.		22
Our Management Team		22
Board Committees		23
Code of Ethics		23
Insider Trading Arrangements and Policies		23
Item 11. Executive Compensation.		24
Compensation of Our Executive Officers		24
Compensation of Our Directors		24
Item 12. Security Ownership of Certain Beneﬁcial Owners and Management and Related Stockholder Matters.		24
Change in Control Arrangements		24
Equity Compensation Plans		25
Item 13. Certain Relationships and Related Transactions, and Director Independence.		25
Review and Approval of Transactions with Affiliates and Director Independence		25
Transactions with Affiliates		26
Item 14. Principal Accountant Fees and Services.		29
Item 15. Exhibit and Financial Statement Schedules.		30
Item 16. Form 10-K Summary.		30

Forward-Looking Statements

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

Although we believe that the expectations, estimates and projections reflected in the forward-looking statements in this report are based on reasonable assumptions when they were made, we cannot assure you that these expectations, estimates and projections will be achieved. We believe the forward-looking statements in this report are reasonable; however, you should not place undue reliance on any forward-looking statement, as they are based on current expectations. Future events and actual results may differ materially from those discussed in the forward-looking statements. Some of the factors that could cause actual results to differ materially from our expectations are discussed Risk Factors beginning on page 67.

Part I

Item 1. Business.

In this annual report we refer to US Lighting Group, Inc. and its subsidiaries as USLG, the company, we and our, unless the context requires otherwise.

Overview

USWe ~~Lighting~~are ~~Group,~~an ~~Inc.~~innovative iscomposite amanufacturer ~~parent~~utilizing ~~company~~advanced ~~comprised~~fiberglass oftechnologies ~~four~~in ~~subsidiaries~~growth —sectors ~~Cortes~~such ~~Campers,~~as ~~LLC~~high-end recreational vehicles (RVs), aprefabricated ~~brand~~off-grid ofhouses, and high-~~end~~performance ~~molded~~powerboats. ~~fiberglass campers,~~We ~~Futuro~~derive ~~Houses,~~expertise ~~LLC~~and inspiration from the marine industry, where ~~focused~~the onharshest ~~design~~conditions are expected and ~~sales~~met ofwith ~~molded~~superior engineering and the latest in composite technology. Molded fiberglass products ~~homes~~are exceptionally strong, ~~Fusion~~lightweight Xand ~~Marine,~~durable. ~~LLC,~~Composite amaterials ~~high-performance~~are ~~boat~~also ~~designer~~corrosion resistant and provide efficient insulation, making them attractive for both outdoor enthusiasts and ~~MIGMarine~~residential ~~Corporation~~housing needs. Molded construction allows for the creation of irregular, unusual aor ~~composite~~circular ~~manufacturing~~objects, ~~company~~which ~~that~~permits ~~produces~~the ~~proprietary~~innovative ~~molded~~shapes ~~fiberglass~~and features of our products. ~~for~~As of December 31, 2023, our ~~other~~revenue ~~business~~was ~~lines~~driven by shipments of fiberglass campers marketed under Cortes Campers brand.

We ~~derive~~plan ~~expertise~~to ~~and~~expand ~~inspiration~~our ~~from~~manufacturing ~~the marine industry~~footprint, ~~where~~enhance ~~the~~production ~~harshest~~techniques, ~~conditions are expected~~ and ~~must~~develop bemore ~~met~~products ~~with~~in ~~superior engineering and~~ the ~~latest~~RV, inmarine and composite housing ~~technology~~sectors. WeOur ~~apply~~current ~~these~~R&D ~~standards~~efforts toare ~~the~~focused ~~products~~on wefuture ~~manufacture~~tow-behind ~~and~~camper ~~supply~~models tounder ~~the~~Cortes ~~recreational~~Campers ~~vehicle (RV)~~brand ~~market~~as ~~and,~~well ~~more~~as ~~recently, to the~~ prefabricated housing segment.

Molded fiberglass products are exceptionally strong, lightweight and durable. Composite materials are corrosion resistant and provide efficient insulation, making them attractive for both outdoor enthusiasts and residential housing needs. Molded construction also allows for creation of irregular, unusual or circular objects, which permits the innovative shapes and features of our products.

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

Our headquarters are located at 1148 East 222nd Street, Euclid, Ohio, 44117. Our main website is www.USLightingGroup.com.

Corporate History

The company was originally incorporated in the State of Florida on October 17, 2003, under the name Luxurious Travel Corp., in order to develop, market and distribute a hotel booking engine software. We acquired all of the issued and outstanding capital stock of US Lighting Group, Inc. (founded in 2013) on July 13, 2016, 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, both for retrofits and new construction. Applications included commercial spaces such as board rooms, offices, factories, stores, gymnasiums, schools, hospitals, warehouses, and greenhouses, as well as some residential applications such as garages. Distribution channels included Home Depot and a chain of regional dealers.

On December 1, 2016, we acquired Intellitronix Corp., an automotive electronics manufacturer, serving a niche market of aftermarket electronics for customer installations as well as several emerging original equipment manufacturer (OEM) applications. At the time of acquisition, Intellitronix already had access to the automotive electronics market and had an established distributor and consumer base.

Through supplying OEMS with electronic components, USLG was introduced to the RV industry. Management identified a fast growing and underserved niche of small, tow-behind fully molded fiberglass travel trailers. We started developing a new business plan to create a luxury 17-foot 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. The Company developed the product, created a dealer network and started supplying campers in the second part of 2022. Financial results for the year ending December 31, 2022 reflect revenue of $1,083,114 generated by Cortes Campers.

On April 12, 2021, we formed Fusion X Marine, LLC, a Wyoming company, for the purposes of design, development and distribution of high-performance speed boats. As of the date of December 31, 2022, this division had not generated revenue.

On May 14, 2021, we sold selected assets of Intellitronix to Ohio INTX Cooperative, a Northeast Ohio based non-profit organization, to focus on pursuing our new business direction in the RV industry.

On August 5, 2022, we acquired MIGMarine Corporation (“Mig Marine”), 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 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. As of December 31, 2022 , the division had not generated revenue.

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 Cortes Campers brand as well as prefabricated housing segment.

As of December 31, 2022, our revenue was driven by shipments of fiberglass campers marketed under Cortes Campers brand.

Cortes Campers

~~Industry~~Cortes ~~Facts~~Campers is our brand of 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.

~~According~~Cortes toCampers ~~Recreational~~participated ~~Vehicle~~in ~~Industry~~the ~~Association~~2023 ~~research,~~RV ~~the~~Show RVin ~~industry~~Hershey, ~~has~~Pennsylvania ~~demonstrated~~in ~~growth~~partnership ~~over~~with ~~the~~its ~~last~~dealer, ~~several~~Liberty ~~years~~RV ~~with~~of anGettysburg, ~~unprecedented~~Pennsylvania. ~~surge~~The inevent, ~~2021.~~aptly ~~Results~~titled ~~for~~“America’s ~~the~~Largest RV ~~Industry~~Show,” ~~Association’s~~included ~~December~~nearly ~~2022~~1,500 ~~survey~~vehicles offrom approximately 35 manufacturers and ~~determined~~ran from September 13-17, 2023 at the ~~total~~Giant ~~shipments~~Center ~~for~~in Hershey; thousands of customers, dealers, and interested parties visited the ~~2022~~show. ~~ended~~We ~~with~~then ~~493~~exhibited products at the Elkhart RV Dealer Open House from September 25-27 in Elkhart,~~268~~ ~~shipments~~Indiana. This event, dubbed the “Largest ~~third~~RV ~~best~~Dealer ~~year~~Show on ~~record~~Earth,” showcased our Cortes Campers RVs for distributors from across North America.1

~~Reasons for growth are attributed to a general increase in popularity, rising household incomes and new demographics entering the market. The Covid-19 pandemic further fueled interest in~~ RV ~~recreation as more people were able to work remotely. RV trips also became a preferred~~ ~~mode~~Industry ~~of tourism for many Americans as the pandemic wreaked havoc on the traditional travel.~~Overview

AAccording ~~recent~~to ~~survey~~Recreational ~~has~~Vehicle ~~found~~Industry ~~that~~Association ~~37%~~(RVIA) ofresearch, ~~American~~the ~~leisure~~RV ~~travelers,~~industry ~~representing~~has 67demonstrated ~~million,~~growth ~~plan~~over onthe ~~taking~~last several years with an RVunprecedented ~~trip~~surge ~~this~~in ~~year~~2021. ~~Among leisure travelers~~However, ~~who~~the ~~are~~RVIA ~~defined~~reported as2023 ~~any~~year-end ~~U.S.~~total ~~resident~~shipments ~~who~~of ~~has~~313,200 ~~taken~~units, ~~some~~a ~~type~~decline offrom ~~leisure~~2022, ~~trip~~which ended inwith ~~the~~493,268 ~~past~~units. ~~year,~~High ~~the~~interest ~~top~~rates, ~~reasons~~declining ~~for~~consumer RVbuying ~~travel are~~power, ~~exploring~~and ~~the~~built-up ~~outdoors~~inventories ~~and~~led ~~having~~to ~~additional~~a ~~flexibility~~sharp ~~through~~reduction ~~remote~~in total ~~work~~RV orshipments ~~school~~in 2023. ~~While~~Although ~~spending~~the ~~time~~2023 ~~outdoors~~decline ~~has~~was ~~consistently remained~~severe, awe ~~top~~believe ~~reason~~that ~~for~~the ~~RVing,~~industry ~~the~~recovery ~~number~~is ofunderway ~~respondents~~as ~~who~~downside ~~cited~~pressures from ~~flexibility~~the run up in ~~work~~interest ~~have~~rates ~~increased~~are bysubsiding ~~12%~~and inare ~~the~~expected ~~past~~to ~~year~~continue to dissipate throughout 2024.

~~The~~RV ~~survey~~wholesale ~~also~~shipments ~~showed~~are ~~that~~expected ~~finances~~to ~~are~~hit a350,000 ~~driving~~units ~~reason~~in ~~for~~2024, ~~people’s~~according ~~plans~~ to ~~take~~the anSpring ~~upcoming~~2024 RVissue ~~trip.~~of OnRV ~~average~~RoadSigns, RVthe ~~vacations~~quarterly ~~cost~~forecast ~~50%~~prepared ~~less~~by ~~than~~ITR ~~comparable~~Economics ~~hotel~~for the RV Industry Association. The RVIA 2023 annual report notes that interest in the outdoors and RVing ~~plane~~has ~~ride~~exploded ~~trips~~over the last few years. The median age of new RV buyers has dropped to only 32, and athese ~~third~~buyers ~~less~~are more diverse than ~~hotel~~ever ~~and~~before. ~~car~~RVers ~~ride~~are ~~trips,~~enjoying ~~making~~the ~~RVing~~health benefits of recreating in nature. The RV industry also continues to be an ~~attractive~~economic ~~option~~engine, ~~for~~with ~~people~~the ~~looking~~latest ~~for~~numbers from the ~~freedom~~Bureau of Economic Analysis showing that RVing has been the number one contributor to ~~travel~~the ~~while~~conventional outdoor ~~also~~recreation ~~controlling~~economy ~~their~~for ~~travel~~two ~~expenses~~years running.

~~The~~According ~~most~~to ~~popular~~a Facts & Factors research report, the global RV ~~trip~~market ~~destinations~~was ~~include~~estimated ~~state~~at US $51 billion in 2019 and ~~national~~is ~~parks~~expected to reach US $77 billion by 2026. Reasons for growth include a general increase in popularity, ~~with~~rising household incomes and new demographics entering the ~~latter~~market. ~~remaining~~The COVID-19 pandemic further fueled interest in RV recreation as more people were able to work remotely. RV trips also became a preferred mode of tourism for many Americans as the ~~most~~pandemic ~~popular~~impacted ~~destination~~traditional ~~among~~travel. ~~all~~While wholesale shipments of towable RVs ~~age~~declined ~~groups~~after lifting of COVID-related restrictions, interest in RVing remains high with campgrounds reporting full utilization over summer 2023 and a third of leisure travelers indicating that they would like to buy an RV.

However, the highest interest in RVing overall comes from the younger age groups. Surveys indicate that 49% of Generation Z and 48% of Millennials plan to take an RV trip in the next year. Their purchase intent is also higher, with 41% of Generation Z and 35% of Millennials planning to buy an RV in the next year.1

A recent survey has found that 37% of American leisure travelers, representing 67 million, plan on taking an RV trip this year. Among leisure ~~RVers~~travelers, ~~which~~who isare defined as ~~people~~any US resident who ~~have~~has taken asome type of leisure trip in anthe past year, the top reasons for RV ~~they~~travel are ~~rent,~~exploring ~~own,~~the outdoors and having additional flexibility through remote work or ~~borrow~~school. While spending time outdoors has consistently remained a top reason for RVing, the number of respondents who cited flexibility in work have increased by 12% in the past 12year. ~~months~~The survey also showed that finances are a driving reason for people’s plans to take an upcoming RV trip. On average, RV vacations cost 50% ~~plan~~less tothan ~~buy~~comparable hotel and plane travel trips and a third less than hotel and car travel trips, making RVing an attractive RVoption infor people looking for the ~~next~~freedom ~~year~~to travel while also controlling their travel expenses. ~~This~~The isindustry upcontinues ~~14%~~to ~~from~~experience both ~~last~~private ~~year~~and public sector investments in its infrastructure, particularly installations of pull-through electric vehicle charging stations to meet the needs of RVers today and well into the future.1

~~According~~The tomost apopular ~~Facts~~RV &trip ~~Factors~~destinations ~~research~~include ~~report~~state and national parks, with the ~~global~~latter RVremaining ~~Market~~the ~~was~~most ~~estimated~~popular atdestination ~~USD~~among 51all age ~~billion~~groups. However, the highest interest in ~~2019~~RVing overall comes from the younger age groups. Surveys indicate that 49% of Generation Z and 48% of Millennials plan to take an RV trip in the next year. Their purchase intent is ~~expected~~also higher, with 41% of Generation Z and 35% of Millennials planning to ~~reach~~buy ~~USD~~an 77RV in the next year. Among RVers, defined as people who have taken a trip in an RV they rent, own, ~~billion~~or byborrow ~~2026~~in the past twelve months, 50% plan to buy an RV in the next year.2 This is up 14% from last year.

The increased demand for RV units also fuels innovation as manufacturers ~~are~~seek ~~looking~~ to satisfy the needs of a new, younger demographic, most of whom are first time buyers. Cortes Campers saw these market trends as an opportunity to introduce lightweight, towable, composite-built campers that feature luxury amenities in a small footprint.

~~Cortes~~Principal ~~Campers~~RV ~~saw these market trends as an opportunity to introduce lightweight, towable, composite-built campers that feature luxury amenities in a small footprint.~~Products

1Traditional RVs RVare ~~Industry~~built ~~Association~~using wooden structures and corrugated aluminum shells, also referred to in the industry as “stick and tin” construction, or with aluminum skeleton and fiberglass wall panels also known as “laminated” RVs. ~~https://www~~While these methods dominate the manufacturing landscape of the industry, traditional RVs are known for frequent structural damage, mold and rot, rapid deterioration, and lack the ability to perform in harsher, colder environments.~~rvia.org/news~~ Additionally, both manufacturing techniques require highly skilled manual labor in such fields as carpentry, wood-~~insights/67-million-americans-plan-go-rving-year~~working 2and interior finish.

2Molded composite ~~Facts~~manufacturing, &including ~~Factors~~fiberglass, ~~“Recreational~~has ~~Vehicle~~been ~~(RV)~~the ~~Market,~~primary ~~November~~construction 11process for many high-tech industries such as aerospace, the ~~2020~~wind ~~https://www~~power industry and marine.~~globenewswire.com/news~~ Composite materials offer unparalleled structural integrity, while being lightweight and resistant to the elements, allowing us to provide an industry-~~release/2020/11/11/2124945/0/en/Global~~leading seven-~~Recreational-Vehicle-RV-Market-Will-Reach-USD-77-Billion-by-2026~~year fiberglass warranty. In addition, molded construction utilizes a master mold which consistently yields production units with minimal variances.

Cortes Campers’ first product is the Cortes 17, a 17-foot long single axle tow-behind molded fiberglass camper. The innovative design challenges construction techniques currently used by the RV industry. Drawing from expertise in the marine industry, our unique “no-wood” construction replaces all wood with composite alternatives or corrosion resistant materials, producing a truly durable camper designed to last a lifetime. Other innovations include plug-and-play wiring harnesses, all stainless-steel fasteners, axle-less independent suspension, corrosion resistant chassis, and four-season insulation. Amenities include a gas oven, three-burner cooktop, microwave oven, 8.0 cubic-foot refrigerator, kitchen workstation, bathroom and shower, air conditioner, and LED television, as well as ample storage and many large windows. The Cortes 17 camper sleeps two and is rated at 3,500 pounds maximum towable weight. These amenities are not typically available in competitor campers of this size.

In the second quarter of 2023, Cortes Campers introduced a new floorplan, Cortes 16, which has expanded sleeping capacity with a king size bed. We are currently developing additional models, including larger, family-oriented all composite 22 and 27-foot travel trailers.

We are also developing partnerships with other industry players and offer design and manufacturing services for camper models to be private-labeled and sold under other established industry brands. This will also help bring awareness to the benefits of molded fiberglass construction and its advantages to the end consumer.

Principal Products

Traditional RVs are built using wooden structures and corrugated aluminum shells, also referred to in the industry as “sticks and tin” construction, or with aluminum skeleton and fiberglass wall panels also known as “laminated” RVs. While these methods dominate the manufacturing landscape of the industry, traditional RVs are known for frequent structural damage, mold and rot, fast deterioration, and lack the ability to perform in harsher, colder environments. Additionally, both manufacturing techniques require highly skilled manual labor in such fields as carpentry, wood-working and interior finish.

Molded composite manufacturing, including fiberglass, has been the primary construction process for many high-tech industries such as aerospace, the wind power industry and marine. Composite materials offer unparalleled structural integrity, while being lightweight and resistant to the elements. Molded construction relies on a master mold, which consistently yields production units with minimal variances.

Amenities include a gas oven, and three-burner cooktop, microwave oven, 8.0 cubic-foot refrigerator, kitchen workstation, bathroom and shower, air conditioner, LED television as well as ample storage and many large windows. The camper sleeps two and is rated at 3,500 pounds maximum towable weight. These amenities are not typically available in competitor campers of this size.

Futuro Houses

~~The~~Recognizing ~~original~~that ~~Futuro~~we ~~house~~could ~~was~~utilize amany ~~prefabricated~~of ~~home~~the ~~designed~~same bytechnologies ~~Finnish~~and ~~architect~~manufacturing ~~Matti~~processes ~~Suuronen,~~we ofhave ~~which~~perfected ~~fewer~~for ~~than~~the ~~100~~Cortes ~~were~~Campers ~~built~~line ~~during~~of RVs ~~the~~to ~~late~~make ~~1960s~~small, ~~and~~prefabricated homes, we began exploring the market in early ~~1970s~~2022. The ~~shape,~~international ~~reminiscent~~tiny-house ofmovement ahas ~~flying~~gained ~~saucer,~~new relevance ~~and~~in the ~~structure’s~~recent ~~airplane~~years ~~hatch~~as ~~entrance~~the quest for off-grid, ~~has~~rugged, ~~made the~~prefabricated ~~houses~~homes ~~sought~~has ~~after~~entered bythe ~~collectors~~mainstream and was further fueled by ~~Airbnb~~the ~~renters~~COVID-19 pandemic. ~~The~~Our ~~Futuro~~homes ~~was~~can ~~composed~~also ofbe ~~fiberglass-reinforced~~used ~~polyester~~to ~~plastic,~~address ~~polyester-polyurethane,~~humanitarian initiatives at all government levels to benefit underserved ~~and~~sectors ~~polymethyl~~in ~~methacrylate~~crisis intervention, ~~measuring~~homelessness, 4behavior ~~meters~~health, ~~(13~~educational ~~feet)~~trends, ~~high~~military, FEMA, and 8disaster ~~meters~~relief ~~(26~~programs. ~~feet)~~The tiny inhomes ~~diameter~~market is expected to grow by US $3.3 billion from 2021 to 2025.

~~Modular~~We ~~construction,~~named ~~structural~~our ~~integrity~~modular ~~and~~housing ~~energy~~line ~~efficiency~~after of the Futuro ~~houses~~Pod, ~~gained a new relevance in~~ the ~~recent~~iconic ~~years~~“UFO ashouse” adesigned ~~quest~~by ~~for off-grid,~~Finnish ~~rugged,~~architect ~~prefabricated~~Matti ~~homes entered mainstream~~Suuronen. One Weof ~~have~~the ~~developed~~first ~~tooling~~home ~~and~~designs ~~master molds~~ to ~~create~~utilize afiberglass ~~similar~~as ~~full-scale~~the ~~structure but~~primary ~~incorporating~~construction ~~updated~~material, ~~materials~~fewer ~~and~~than ~~keeping~~one ~~modern~~hundred ~~building~~Futuro ~~codes~~Pods inwere ~~mind.~~built during Wethe ~~are~~late ~~developing~~1960s ~~a distribution model~~ and ~~will~~early ~~make~~1970s. ~~these structures~~The ~~available~~shape, ~~for~~reminiscent ~~sale~~of ~~through~~ a ~~network~~flying ofsaucer, ~~exclusive~~and ~~distributors. The company currently does not own~~ the ~~newly~~structure’s ~~engineered~~airplane ~~patterns for~~hatch ~~the design~~entrance, ~~but~~ has ~~exclusive~~made ~~access~~the tohouses ~~them~~sought ~~and~~after ~~has~~by ~~plans~~collectors toand ~~acquire~~by ~~the~~Airbnb ~~patterns in the future~~renters.

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 be used as a rental property or for commercial use. 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.

Futuro houses are currently available as fiberglass shell kits, to be outfitted by the end purchaser based on their needs. In the future, we plan to introduce factory-installed interior lay-outs, which will feature built-in furniture and appliances. Our vision for the future also includes energy independent and off-grid living amenities, such as rainwater collection, and wind and solar power options.

Since launching Futuro Houses we have added two additional tiny house designs, the FH200 and FH300, ranging from more traditional to futuristic, and from 200 to 300 square feet.

Fusion X Marine

In early 2021, we formed Fusion X Marine to design, manufacture and distribute high-performance speed boats utilizing advanced fiberglass composites. Our first boat model is the X-15, a miniature speed boat designed for rental sites and excursions, as well as to serve as an entry-level boat for first time buyers. At just 15 feet long, an ocean-capable X-15 can be stored in a standard garage space, towed with virtually any vehicle and provides a powerful and exciting experience on the water. The X-15 features a traditional V-hull design, is suitable for three people, and takes an outboard motor of up to 50 HP. We began producing the X-15 in the fourth quarter of 2023 and made our first deliveries in the first quarter of 2024.

The similarly styled X-27 is a 27-foot fiberglass V-hull speedboat and is designed for speed and superior maneuverability. While offering all the thrill and power on the water, this model is expected to be affordable compared to other boats in its class. The X-27 is designed for up to five people and features an interior cabin that sleeps two. The X-27 can be equipped with either inboard or outboard motors with a minimum of 300 HP rating. The tooling and molds for the X-27 are currently under development and the model is not yet available for pre-orders.

Our speedboat division is still in the development phase as we have focused on expanding our Cortes Campers line and launching Futuro Houses. As of December 31, 2023, Fusion X Marine has not generated revenue for us. More information about these products can be found at FusionXMarine.com.

Manufacturing Process

The manufacturing of molded fiberglass products involves constant cycling of master molds that require curing time before the finished parts can be ~~pulled~~freed ~~out~~form the mold. Currently Cortes campers and Futuro houses are built out of a single mold for each body component, however, more molds can be created to increase the number of ~~campers~~units that can be produced. Each mold can be cycled once a day. The fabrication schedule includes processes such as gel coat spray application, fiberglass lamination, reinforcement, curing time, cutting and final assembly. Manufacturing is performed in-house in our 26,000 square-foot industrial facility located just outside of Cleveland, Ohio.

The fabrication schedule includes processes such as gel coat spray application, fiberglass lamination, reinforcement, curing time, cutting and final assembly.

Manufacturing is performed in-house in the 26,000 square-foot industrial facility located just outside of Cleveland, Ohio.

Distribution and Current Market

Cortes Campers has established a network of professional RV dealerships to market and distribute its products. Throughout 2022 and 2023, Cortes ~~Campers~~ Campers added several multi-location dealers who represent the brand and serve markets in Florida, Texas, ~~California,~~ New England, Tennessee ~~and~~ and others. Cortes Campers also has anthree established ~~dealer~~dealers in Canada. We continue ~~efforts~~ to ~~develop~~focus on nurturing our already well-established dealer network for Cortes Campers and adding distribution partners in North America and beyond. As of ~~March~~December 31, 2023, Cortes Campers are available through 2636 dealer locations in US and Canada. A full list of our current dealers can be viewed on our Cortes Campers website at www.CortesCampers.com.

InWe ~~2022,~~have we secured several floor planning arrangements for banks to finance dealer purchases through their floor planning programs. This ~~has~~ has allowed Cortes Campers to attract additional dealer interest and made inventory purchases more attractive for dealers. As we grow, we expect to build and strengthen our relationships with leading industry lenders to provide floor plan arrangements and fuel dealers’ ability to keep campers on their lots available for immediate sale.

We are in the process of developing a distribution network for Futuro Houses and Fusion X Marine.

Patents

We are in the process of obtaining access to intellectual property that we believe will enable meaningful product innovation and significant cost reductions in the current and future Cortes Campers models.

Some of the ~~issued~~ patents that we have access to or are pursuing exclusive access to are listed below.

Document/Patent number	Title	Inventor Name	Publication Date
US-20220379796-A1	Integrally Molded Recreational Vehicle Body	Paul Spivak	2022-12-01
US-20220274649-A1	Chassis for Recreational Vehicle	Paul Spivak	2022-09-01
US-20220131379-A1	Energy Management System for a Recreational Vehicle	Paul Spivak	2022-04-28
US-20210053626-A1	Heat-Reflective Recreational Vehicle Body	Paul Spivak	2021-02-25
EU- 015011617-0001	European Union Design Patent for “House”	Paul Spivak	2023-02-16

In addition, Mr. Spivak has filed a pending U.S. Design Patent Application for “House” Serial No.: 29/866,039.

Suppliers — International and Domestic

Raw materials utilized in composite manufacturing include fiberglass, gelcoats and resins. Materials used in final assembly are custom fabricated chassis, water tanks, wheels and tires, appliances, electrical, plumbing and other interior components. Currently Cortes Campers’ specifications call for materials that can be sourced domestically from United States or Canadian based manufacturers and suppliers. However, many of those components have origins in Asia, and recent supply chain disruptions, driven by the Covid-19 pandemic as well as increased demand for recreational vehicle components, might dramatically alter the supplier base of the company and its vendors.

Suppliers — International and Domestic

Raw materials utilized in composite manufacturing include fiberglass, gelcoats and resins. We manufacture the fiberglass shells of our products, as well as certain interior components. However, we purchase other components for our products from third party suppliers, including custom fabricated chassis, water tanks, wheels and tires, appliances, electrical, plumbing and other interior components. Currently Cortes Campers and Futuro Houses’ specifications call for materials that can be sourced domestically from United States or Canadian based manufacturers and suppliers. However, many of those components have origins in Asia, and recent supply chain disruptions, driven by the COVID-19 pandemic as well as increased demand for RV components, might dramatically alter the supplier base of the company and its vendors. Although we have developed alternative sources for critical components, we cannot guarantee that there will be no supply chain disruptions.

Competition

Cortes Campers directly competes with several molded fiberglass camper manufacturers such as Casita, Oliver Travel Trailers, and Scamp. Another notable competitor is Airstream. As of December 31, 2023, Cortes Campers has the largest dealer network of any molded fiberglass RV manufacture, which we believe provides us with a competitive advantage. Indirect competition includes traditionally built tow-behind campers in the same length from large established RV manufacturers such as Thor, Forest River and Jayco.

Futuro Houses operates in a highly fragmented competitive space with numerous small builders of tiny homes. However, some of our larger competitors are Cavco Industries Inc., CMH Services Inc., Handcrafted Movement and Heirloom Inc.

Competition for the Fusion X Marine X-15 model includes jet-ski and other small watercraft. The X-27 model’s competition would include powerboat manufacturers such as SeaRay, Checkmate Boats, Mastercraft, Pantera and others who offer watercraft models in the same size and price range. However, the style and performance of the X-27 is intended to compare with industry leading high-performance manufacturers, such as Cigarette Racing.

Seasonality

Historically, because RVs are used primarily by vacationers and campers, RV sales tend to be seasonal, with lower sales during the winter months than in other periods. However, industry wholesale shipments did not follow these typical historical seasonal patterns post ~~Covid~~COVID-19, as manufacturers and dealers responded to the high consumer demand for RVs. WeIn ~~have experienced continuous sales growth the last few quarters after the release of our Cortes Campers line. However~~2023, we ~~currently~~experienced ~~expect~~seasonal ~~that~~patterns ~~our~~with RVfourth quarter sales ~~may vary based on historical seasonal patterns in~~declining during the ~~future~~colder months.

Product Safety and Environment Regulation

In the countries where our products are sold, we are subject to various vehicle safety and compliance standards. Within the United States, we are a member of the RVIA, a voluntary association of recreational vehicle manufacturers which promulgates recreational vehicle safety standards in the UUS.S. We place a RVIA seal on each of our North American recreational vehicles to certify that the RVIA’s standards have been met. We also comply with the National Highway Traffic Safety Administration (“NHTSA”) in the ~~U.S.~~US and with similar standards in Canada relating to the safety of our products.

~~Carious~~Various environmental regulations relating to air, water and noise pollution affect our business and operations. For example, these standards, which are generally applicable to all companies, control our choice of paints, our air compressor discharge, the handling of our ~~waste~~wastewater ~~water~~ and the noise emitted by our facility. We believe that our products and plant comply in all material respects with applicable vehicle safety (including those promulgated by NHTSA), environmental, industry, health, safety and other required regulations.

We do not believe that ongoing compliance with existing regulations will have a material effect in the foreseeable future on our capital expenditures, earnings or competitive position. However, future developments could impose additional costs on our business operations, particularly as we increase our fiberglass manufacturing operations.

Human Capital

As of December 31, 2022, we had 28 full-time employees and one part time employee. We rely on a skilled workforce, particularly fiberglass laminators, to manufacture our products. We believe that we offer competitive compensation packages and that we have good working relationships with our employees. Our employees are not members of a union.

Human Capital

As of December 31, 2023, we had 23 full-time employees. We rely on a skilled workforce, particularly fiberglass laminators, to manufacture our products. We believe that we offer competitive compensation packages and that we have good working relationships with our employees. Our employees are not members of a union.

Corporate Structure and History

US Lighting Group, Inc. is a holding company with four operating subsidiaries: Cortes Campers, LLC, a brand of high-end molded fiberglass campers; Futuro Houses, LLC, focused on design and sales of molded fiberglass homes; Fusion X Marine, LLC, a high-performance boat designer; and MIGMarine Corporation, a composite manufacturing company that produces proprietary molded fiberglass products for our three 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, both for retrofits and new construction. Applications included commercial spaces such as board rooms, offices, factories, stores, gymnasiums, schools, hospitals, warehouses, and greenhouses, as well as some residential applications such as garages. Distribution channels included Home Depot and a chain of regional dealers.

On December 1, 2016, we acquired Intellitronix Corp., an automotive electronics manufacturer, serving a niche market of aftermarket electronics for customer installations as well as several emerging original equipment manufacturer (OEM) applications. At the time of acquisition, Intellitronix had access to the automotive electronics market and an established distributor and consumer base.

Through supplying OEMS with electronic components, we were introduced to the RV industry. Management identified a fast growing and underserved niche of small, tow-behind fully molded fiberglass travel trailers. We started developing a new business plan to create a luxury 17-foot travel camper to appeal to young professionals working remotely as well as retirees and other consumers intrigued by the travelling lifestyle. 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.

On January 11, 2021, we formed Cortes Campers, LLC to design, manufacture and distribute innovative fiberglass composite travel trailers. We developed the product, created a dealer network and started supplying campers in the second part of 2022. Financial results for the year ending December 31, 2023 reflect revenue of $3.6 million generated by Cortes Campers.

On April 12, 2021, we formed Fusion X Marine, LLC to design, manufacture and distribute high-performance speed boats utilizing advanced fiberglass composites. Our speedboat division is still in the development phase.

On May 14, 2021, we sold selected assets of Intellitronix to Ohio INTX Cooperative, a Northeast Ohio based non-profit organization, to focus on pursuing our new business in the RV industry.

On January 12, 2022, we formed Futuro Houses, LLC to design, manufacture 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. We sold our first Futuro house in May 2023.

On August 5, 2022, we acquired MIGMarine 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 fourth quarter of 2023. We exhibited at the 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.

Item 1A. Risk Factors.

Risks Related to our Business and Operations

We have incurred substantial losses and only recently began generating significant revenue.

We incurred losses as we developed our Cortes Camper products and repositioned the company as an innovative composite technology provider. Although we have begun generating revenue, if we are not successful in expanding our sales network and controlling costs, among many other factors, we may not be able to achieve or sustain profitability as planned.

We may need to raise substantial funds for operations and to fund expansion.

We may need substantial additional funding, on an ongoing basis, in order to continue execution of our business plan, to develop new products and increase production of existing products, to develop and optimize our manufacturing and distribution arrangements, and for other corporate purposes. Any financing, if available, may include restrictive covenants and provisions that could limit our ability to take certain actions, preference provisions for the investors, and/or discounts, warrants, conversion rights, anti-dilution rights, the provision of collateral, or other incentives. Any financing will involve issuance of equity and/or debt, and these issuances will be dilutive to existing shareholders. There can be no assurance that we will be able to complete any financing or that the terms will be acceptable. If we are unable to obtain additional funds on a timely basis or on acceptable terms, we may be required to curtail our plans.

Our sales may be negatively impacted by numerous macroeconomic events.

~~Sales~~Companies within the RV and marine industries are subject to volatility in operating results due primarily to general economic conditions because the purchase of a RV or marine product is often viewed as a consumer discretionary purchase. Although the RV industry experienced increased sales and operating results as a result of the unique consumer demand for recreational vehicles during the height of the COVID-19 pandemic, demand for RVs decreased in 2023 amid higher inflation and rising interest rates. Our business continues to be challenged by macroeconomic conditions impacting retail consumers and our dealers, such as inflation and elevated interest rates. Sales of recreational vehicles could fail to rebound or decline further for many reasons outside our control, such as a financial crisis, recession, inflation, higher interest rates, higher fuel costs, or significant geopolitical ~~event~~events. In times of economic uncertainty, consumers may have less discretionary income and may defer spending on high-cost, discretionary products such as RVs which may in turn adversely affect our financial performance. Although the RV industry has experienced increased sales and operating results as a result of the unique consumer demand for recreational vehicles since the start of the COVID-19 pandemic, demand for RVs could decrease amid high inflation and rising interest rates.

We will need to raise substantial funds for operations and to fund expansion.

We will need substantial additional funding, on an ongoing basis, in order to continue execution of our business plan, to develop new products and increase production of existing products, to develop and optimize our manufacturing and distribution arrangements, and for other corporate purposes. Any financing, if available, may include restrictive covenants and provisions that could limit our ability to take certain actions, preference provisions for the investors, and/or discounts, warrants, conversion rights, anti-dilution rights, the provision of collateral, or other incentives. Any financing will involve issuance of equity and/or debt, and these issuances will be dilutive to existing shareholders. There can be no assurance that we will be able to complete any financing or that the terms will be acceptable. If we are unable to obtain additional funds on a timely basis or on acceptable terms, we may be required to curtail our plans.

Our business is affected by the availability and terms of financing to independent dealers and retail purchasers.

Generally, independent recreational vehicle dealers finance their purchases of inventory with financing provided by lending institutions. A decrease in the availability of this type of wholesale financing, more restrictive lending practices or an increase in the cost of such wholesale financing could limit or prevent independent dealers from carrying adequate levels of inventory, which may limit product offerings and could lead to reduced demand for our products. Further, a decrease in availability of consumer credit resulting from unfavorable economic conditions, or an increase in the cost of consumer credit, may cause consumers to reduce discretionary spending which could, in turn, reduce demand for our products and negatively affect our sales and profitability.

6Our ability to attract and retain talented and highly skilled employees is critical to our future success and competitiveness.

Our success depends on the existence of an available, qualified workforce to manufacture our products, including skilled composite technicians, and on our ability to continue to recruit and retain our workforce. Competition for skilled employees is intense and could require us to pay higher wages to attract and retain a sufficient number of qualified employees. We may be unable to recruit and retain the highly skilled employees we depend on. Further, if we lose existing employees with needed skills or are unable to train and develop existing employees, it could have an adverse effect on our business.

We also rely upon the knowledge, experience and skills of our executive management team. Our future success depends on, among other factors, our ability to attract and retain executive management and key leadership level personnel. The loss of our executive management or other key employees could have a material adverse effect on the company.

We may outgrow our current manufacturing facility.

While our manufacturing facilities in Euclid, Ohio currently meet our needs, future growth may require a larger manufacturing footprint. If we are unable to expand our manufacturing to meet demand, we may not realize the full potential of new product lines and our operations and profitability may be harmed.

The future success of Cortes Campers depends, in part, on introduction of new models.

To maximize our market share, we will need to introduce new and larger Cortes Campers models than are currently in development. The market size for the travel trailers currently produced by Cortes Campers is limited, and our long-term potential growth will depend on introducing additional models with floor plans that cater to families and individuals desiring more space. We will need additional capital and human resources to complete the development, testing and production line set-up to launch new models. Our failure to bring larger models to market could hinder our growth and limit our market penetration.

Our success will depend on the results of our R&D investments and acceptance of new products.

Our business plan involves introducing several new product lines, such as our Futuro homes and Fusion X Marine high-performance boats, and we continue to invest heavily in research and development. Our future success will depend on whether our investment yields new products that are accepted by the public.

Significant product repair and/or replacement costs due to product warranty claims could adversely impact the company.

We receive warranty claims from our dealers in the ordinary course of our business. Warranty expense levels may not remain at current levels. A significant increase in warranty claims exceeding our current warranty expense levels could have a material adverse effect on our results of operations, financial condition, and cash flows.

Increased costs associated with environmental compliance could negatively impact our financial results.

Both federal and state authorities have promulgated various environmental control standards relating to air, water, noise pollution, and hazardous waste generation and disposal that affect us and our operations. Our failure to comply with present or future laws and regulations could result in fines being imposed on us, potential civil and criminal liability, suspension of production or operations, alterations to the manufacturing process, or costly cleanup or capital expenditures, any or all of which could have a material adverse effect on our results of operations. In addition, various governmental bodies have proposed further regulatory measures relating to climate change, greenhouse gas emissions, and energy policies. Additional regulation could increase our energy, environmental, and other costs and capital expenditures for compliance. We cannot currently determine how future regulation might impact us.

Our diversification plans could distract us from Cortes Campers.

Currently we are growing our Cortes Campers business and have achieved material revenues from RV sales. We also in the process of developing our Futuro Houses and Fusion X Marine product lines, which have not yet generated significant revenue. By diverting limited resources to these unproven product lines, we may unintentionally impede the growth of Cortes Campers.

Risks Related to Our Company and Stock

You may experience dilution of your ownership interests because of the future issuance of additional shares of our common stock for general corporate purposes.

In the future, we may issue additional equity securities for capital raising purposes, in connection with hiring or retaining employees, to fund acquisitions, or for other business purposes. The future issuance of any additional shares of common stock will dilute our current shareholders and may create downward pressure on the value of our shares. The perceived risk of dilution may cause our shareholders to sell their shares, which may cause a decline in the price of our stock. In addition, the perceived risk of dilution and the resulting downward pressure on our stock price could encourage investors to engage in short sales of our stock. By increasing the number of shares offered for sale, material amounts of short selling could further contribute to progressive price declines in our stock.

Our former CEO currently has the ability to determine the election of our directors and the outcome of matters submitted to our shareholders.

As of March 311, ~~2023~~2024, our former chief executive officer Paul Spivak owns 49.90% of our outstanding shares of common stock and his wife, ~~Olga~~ Olga Smirnova, owns 1.0% of our outstanding shares. As a result, together they control a majority of our stock and have the ability to ~~determine~~ determine the outcome of all matters submitted to our shareholders, including the election of directors. As a consequence, it may be ~~difficult~~ difficult for the other shareholders to remove our board members. Mr. Spivak’s voting control could also deter unsolicited takeovers, including transactions in which our shareholders might otherwise receive a premium for their shares over then current market prices.

Our auditors have issued a “going concern” audit opinion.

Management has determined and our independent auditors have indicated in their report on our December 31, ~~2022~~2023 financial statements that there is substantial doubt about our ability to continue as a going concern. A “going concern” opinion indicates that the financial statements have been prepared assuming we will continue as a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result if we do not continue as a going concern. Therefore, you should not rely on our consolidated balance sheet as an indication of the amount of proceeds that would be available to satisfy claims of creditors, and potentially be available for distribution to shareholders, in the event of liquidation.

Our management and our independent auditors previously identified certain internal control deficiencies which, while now considered remediated, had been considered by our management and our independent auditor as material weaknesses.

In connection with the preparation of our quarterly financial statements for the ~~year~~quarter ended ~~December~~September 3130, ~~2021~~2023, our management and our ~~independent~~ independent auditor identified internal control deficiencies that, in the aggregate, ~~represent~~represented material weaknesses~~, as described more fully in our 2022 Form 10-K~~. As of December 31, ~~2022~~2023, our management team concluded that the material weakness had been addressed and that our internal controls were effective. If we do not successfully maintain a strong ~~controlled~~control environment this could lead to heightened risk for financial reporting mistakes and irregularities, and/or lead to a loss of public confidence in our internal controls that could have a negative effect on the market price of our common stock.

Our articles of incorporation allow for our board to create a new series of preferred stock without further approval by our shareholders, which could adversely affect the rights of the holders of our common stock.

We are authorized to issue ten million shares of preferred stock that has not been previously designated or issued, and our board has the authority to define the relative rights and preferences of these shares of preferred stock without further shareholder approval. As a result, our board could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock. In addition, our board could authorize the issuance of a new series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing shareholders. The issuance of additional shares of preferred stock could materially adversely affect the rights of the holders of our common stock, and therefore, reduce the value of our common stock. Although we have no present intention to issue any additional shares of preferred stock or to create any additional series of preferred stock, we may issue such shares in the future.

Our articles of incorporation and bylaws have provisions that could discourage, delay or prevent a change in control.

Our articles of incorporation and bylaws contain provisions which could make it more difficult for a third party to acquire us, even if closing such a transaction would be beneficial to our shareholders. We are authorized to issue more than ten million shares of preferred stock that has not been previously designated or issued. This preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our board without shareholder approval. Specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell our assets to, a third party and, as a result, preserve control by the present management.

We have nearly 400 million shares of authorized but unissued common stock. Our authorized but unissued shares of common stock are available for future issuance without shareholder approval. These additional shares may be used for a variety of corporate finance transactions, acquisitions, and employee benefit plans. The existence of authorized but unissued and unreserved common stock could make it more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Provisions of our articles of incorporation and bylaws also could have the effect of discouraging potential acquisition proposals or tender offers or delaying or preventing a change in control, including changes a shareholder might consider favorable. These provisions may also prevent or frustrate attempts by our shareholders to replace or remove our management. In particular, the articles of incorporation and bylaws, among other things: provide our board with the ability to alter the bylaws without shareholder approval; place limitations on the removal of our directors; and provide that vacancies on our board may be filled by a majority of directors in office, although less than a quorum.

The market price of our common stock is volatile and can be adversely affected by numerous factors.

The share prices of publicly traded microcap and emerging companies, particularly companies without consistent product revenues and earnings, can be highly volatile and are likely to remain highly volatile in the future. The price which investors may realize in sales of their shares of our stock may be materially different than the price at which our stock is quoted, and will be influenced by a large number of factors, some specific to us and our operations, and some unrelated to our operations. These factors may cause the price of our stock to fluctuate frequently and substantially. Relevant factors may include large purchases or sales of our common stock, shorting of our stock, positive or negative events, commentaries or publicity relating to our company, management or products, positive or negative events relating to recreational vehicle companies generally, the publication of research by securities analysts and changes in recommendations of securities analysts, legislative or regulatory changes, and/or general economic conditions. In the past, shareholder litigation, including class action litigation, has been brought against other companies that experienced volatility in the market price of their shares or unexpected or adverse developments in their business. Whether or not meritorious, litigation can result in substantial costs, divert management’s attention and resources, and harm the company’s financial condition and results of operations.

Our ~~Common~~common ~~Stock~~stock is considered a “penny stock” and may be difficult to sell.

The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to specific exemptions. Historically, the price of our stock has fluctuated greatly. As of the date of this filing, the market price of our common stock is less than $5.00 per share, and therefore is a “penny stock” according to SEC rules. The “penny stock” rules impose additional sales practice requirements on broker-dealers who sell securities to persons other than established customers and accredited investors (generally those with assets in excess of $1.0 million or annual income exceeding $200,000 or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of securities and have received the purchaser’s written consent to the transaction before the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the broker-dealer must deliver, before the transaction, a disclosure schedule prescribed by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. These additional burdens imposed on broker-dealers may restrict the ability or decrease the willingness of broker-dealers to sell our stock and may result in decreased liquidity for our stock and increased transaction costs for sales and purchases of our stock as compared to other securities.

FINRA sales practice requirements may also limit your ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

The exercise of Alumni Capital’s warrant could dilute our existing stockholders.

In 2023, we issued to Alumni Capital LP a warrant to acquire up to 6,666,667 shares of our stock for a five-year term. The per share warrant exercise price is not fixed, but is instead determined at the time of exercise by dividing $15.0 million by the number of shares of our common stock then outstanding. On March 1, 2024, the per share exercise price is $0.146. However, in the future, we may issue additional stock for capital raising purposes, in connection with hiring or retaining employees, to fund acquisitions, or for other business purposes, in which case the warrant purchase price will decrease even if the market price of our stock has increased. Alumni Capital’s purchase of shares under the warrant could have a significant dilutive effect on our existing shareholders. In addition, Alumni Capital might be willing to sell the warrant shares for less than the current market price, creating downward pressure on the value of our stock. Just the potential for the issuance of a significant amount of our common stock pursuant to the warrant could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, could also hinder our ability to raise additional equity capital at a time and price that we deem reasonable or appropriate.

Our former CEO and one of our directors have been indicted for securities fraud.

An indictment was filed on September 16, 2021 and unsealed on October 8, 2021 against Paul Spivak, our former chief executive officer and a major shareholder of the company, Mr. Spivak’s wife, Olga Smirnova, our vice president of finance and administration and a member of our board of directors, and others, alleging fraudulent sales of stock of USLG by Mr. Spivak and others (United States of America v. P. Spivak, O. Smirnova, et al., Case No. L21CR491, United States District Court for the Northern District of Ohio, Eastern Division). The events outlined in the indictment allegedly occurred between June 2016 and June 2021. The alleged acts include issuing favorable press releases to artificially inflate the price of USLG’s stock, selling shares that benefited Mr. Spivak and others while the price was artificially inflated, and paying illegal commissions to unlicensed brokers to sell USLG’s shares. On June 29, 2023, a second superseding indictment was filed in the case naming additional defendants not affiliated with USLG and making additional allegations against Mr. Spivak, including engaging in a conspiracy to obstruct justice and making false declarations before the court. We have been advised that Mr. Spivak and Ms. Smirnova have pled not guilty, vehemently deny the charges, and are defending themselves aggressively. Although USLG is not a party to this case, the ongoing matter has impacted the willingness of some parties to invest in or work with the company and has impaired the company’s ability to have its shares traded on an exchange other than the OTC Pink Market. In addition, if the case is decided against Mr. Spivak or Ms. Smirnova, the company will be unable to utilize certain exemptions for private securities sales, which could negatively impact the ability of the company to raise capital.

The requirements of the Sarbanes-Oxley Act of 2002 and other U.S. securities laws impose substantial costs, and may drain our resources and distract our management.

We are subject to certain of the requirements of the Sarbanes-Oxley Act of 2002, as well as the reporting requirements under the Exchange Act of 1934 (the “Exchange Act”). The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls over financial reporting. We have previously identified material weaknesses in our internal controls. Substantial efforts and resources must be expended to maintain aan ~~controlled~~effective control environment, which is difficult for a small ~~company~~ company like ours. Continued additional investments and management time to meet these requirements will be necessary since control weaknesses raise the risk of future material errors in our financial statements. We may not be able to maintain effective controls over time. If we have material weaknesses in the future, this may subject us to an SEC enforcement action, which could include monetary fines or other equitable remedies that could be detrimental to ~~the~~our ongoing business ~~of the Company~~.

We do not intend to pay any cash dividends in the foreseeable future and, therefore, any return on your investment in our stock must come from increases in the market price of our stock.

We have not paid any cash dividends on our stock to date in our history, and we do not intend to pay cash dividends on our stock in the foreseeable future. We intend to retain future earnings, if any, for reinvestment in the development and expansion of our business. Also, any credit agreements which we may enter into with institutional lenders may restrict our ability to pay dividends. Therefore, any return on your investment in our stock must come from increases in the fair market value and trading price of our stock, which may not occur.

Forward-Looking Statements

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. Factors that could cause actual results to differ materially from our expectations include, but are not limited to:

●

RVs are discretionary purchases, and our sales may be impacted by macroeconomic conditions that reduce discretionary spending, such as rising inflation and interest rates.

●

RV dealers rely on floor plan financing to restock inventory, and our sales may be impacted if we are unable to provide additional floor plan financing options to our dealers.

Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations and also could cause actual results to differ materially from those included, contemplated or implied by the forward-looking statements made in this report, and you should not consider the factors listed above to be a complete set of all potential risks or uncertainties. All subsequent written or oral forward-looking statements concerning USLG or other matters addressed in this report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section of this report, the other information contained or incorporated by reference in this report, especially in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this report.

Item 1B. Unresolved ~~Staff~~Staﬀ Comments.

We have no unresolved Securities and Exchange Commission (SEC) comments to report.

Item 1C. Cybersecurity.

Risk Management and Strategy

We have established policies and processes for assessing, identifying, and managing material risk from cybersecurity threats, including any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or data. We have integrated these processes into our overall risk management systems and processes, and they include overseeing and identifying risks from cybersecurity threats associated with the use of third-party service providers. We design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF 2.0). This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST CSF 2.0 as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

To protect our information systems from cybersecurity threats, we use various security tools that are designed to protect against cyber security incidents, as well as to identify, escalate, investigate, resolve, and recover from security incidents in a timely manner. We provide cybersecurity awareness training to our new employees and following any potential incident. We have a relatively small work force, and do not have a dedicated information technology department. Instead, we have engaged third-party consultants to evaluate and implement our risk management systems.

Our business strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity threats, but may be negatively impacted in the future by cybersecurity incidents.

Governance

Our board of directors is responsible for monitoring and assessing strategic risk exposure and oversight of our risk management process, including risks from cybersecurity threats. Because our board has only three members, it has not formed a committee tasked with these responsibilities, and addresses them as a whole. However, the board relies on our executive officers for the day-to-day management of the material risks we face, including cybersecurity threats. We have engaged Burk Technology, Inc. to assess the risk of specific cybersecurity threats and identify appropriate tools for the prevention, detection, mitigation, and remediation of cybersecurity incidents. Burk is certified for Fortinet Firewalls, FCSEA, CompTia Network and Security Plus. Burk reports directly to our chief financial officer, who identifies for our directors materials issues requiring the attention of the board.

Item 2. Properties.

We own our headquarters and research and development and manufacturing facility located at 1148 East 222nd Street, Euclid, Ohio 44117. It totals 25,210 square feet of production and office space on 2.13 acres of land east of Cleveland with nearby highway, rail, and Great Lakes shipping access.

Item 3. Legal Proceedings.

AnAs previously reported, an indictment was filed on September 16, 2021 and unsealed on October 8, 2021 against Paul Spivak, our former chief executive officer and a major shareholder of the company, Mr. Spivak’s wife, Olga Smirnova, our vice president of finance and administration and a member of our board of directors, and others, alleging fraudulent sales of stock of USLG by Mr. Spivak and others (United States of America v. P. Spivak, O. Smirnova, et al., Case No. L21CR491, United States District Court for the Northern District of Ohio, Eastern Division). The events outlined in the indictment allegedly occurred between June 2016 and June 2021. The alleged acts include issuing favorable press releases to artificially inflate the price of USLG’s stock, selling shares that benefited Mr. Spivak and others while the price was artificially inflated, and paying illegal commissions to unlicensed brokers to sell USLG’s shares. On June 29, 2023, a second superseding indictment was filed in the case naming additional defendants not affiliated with USLG and making additional allegations against Mr. Spivak, including engaging in a conspiracy to obstruct justice and making false declarations before the court. We have been advised that Mr. Spivak and Ms. Smirnova have pled not guilty, vehemently deny the charges, and are defending themselves aggressively. On January 10, 2024, Mr. Spivak and Ms. Smirnova filed motions to dismiss the counts against them for failure to allege facts supporting the alleged violations of law. These motions are currently pending.

USLG was not named in the indictment and is not involved in any legal proceedings.

Item 4. Mine Safety Disclosures.

We are not engaged in mining operations.

915

Part II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The Company’s common stock trades on the OTC Pink Market under the symbol “USLG.” Trading in the common stock is limited and sporadic. The following table lists the high and low closing sale prices for our stock for each quarter for the last two years as reported on the OTC. Because our stock is traded on the OTC, these quotations reflect inter-dealer prices, without retail markup, markdown or commission and may not represent actual transactions.

	Closing Price
Quarter Ended	High		Low
March 31, 2021	$	0.280	$	0.180
March 31, 2022	$	0.287	$	0.151
June 30, 2021		0.220		0.176
September 30, 2021		0.168		0.061
December 31,2021		0.099		0.085
March 31, 2022		0.287		0.151
June 30, 2022		0.178		0.132
September 30, 2022		0.145		0.125
December 31, 2022		0.110		0.110
March 31, 2023		0.130		0.095
June 30, 2023		0.120		0.071
September 30, 2023		0.088		0.040
December 31, 2023		0.150		0.009

We had ~~443~~448 shareholders of record of our common stock on March 1, ~~2023~~2024. We intend to reinvest in our business and do not currently intend to pay cash dividends on our common stock in the foreseeable future.

Unregistered Sales of Common Stock

During the quarter ended December 31, 2022, we issued 1,286,090 unregistered shares of our common stock for capital raising and compensatory purposes as described in more detail below.

During the quarter end of December 31, 2022, we offered unregistered shares of our common stock in a private placement to accredited investors to fund our working capital needs. During the quarter we sold to two investors 600,000 shares for an aggregate amount of $60,000. The issuance of shares in the private placement was exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) under the Securities Act.

On December 31, 2022, we issued a total of 39,000 unregistered shares of our common stock to five USLG employees as a bonus reflecting their contribution to the company in 2022. The issuance of bonus shares to our employees was exempt from registration under Section 4(a)(2) of the Securities Act.

On December 31, 2022, we issued a total of 647,090 unregistered shares of our common stock valued at $0.10 and $0.11 a share to four outside consultants for investor relations and legal services provided to USLG during the fourth quarter. The issuances of shares to our service providers were exempt from registration under Section 4(a)(2) of the Securities Act.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our consolidated financial condition and results of operations for years ended December 31,~~2022,~~ 2023 and ~~2021~~2022 should be read in conjunction with the consolidated financial statements and notes related thereto included elsewhere in this report and with the unaudited pro forma condensed combined financial information included in Item 8.

General Overview

~~US Lighting~~We ~~Group,~~are ~~Inc.~~an isinnovative acomposite ~~parent~~manufacturer ~~company~~utilizing ~~comprised~~advanced offiberglass technologies ~~four~~in ~~subsidiaries~~growth —sectors ~~Cortes~~such ~~Campers,~~as ~~LLC~~high-end recreational vehicles (RVs), aprefabricated ~~brand~~off-grid ofhouses, and high-~~end~~performance ~~molded fiberglass~~powerboats. ~~campers,~~We ~~Futuro~~derive ~~Houses,~~expertise ~~LLC~~and inspiration from the marine industry, ~~focused~~where onthe ~~design~~harshest conditions are expected and ~~sales~~met ofwith ~~molded~~superior engineering and the latest in composite technology. Molded fiberglass ~~homes~~products are exceptionally strong, ~~Fusion~~lightweight Xand ~~Marine~~durable. Composite materials are also corrosion resistant and provide efficient insulation, ~~LLC~~making them attractive for both outdoor enthusiasts and residential housing needs. Molded construction allows for the creation of irregular, aunusual ~~high-performance~~or ~~boat~~circular ~~designer~~objects, which permits the innovative shapes and features ~~MIGMarine~~of ~~Corporation~~our products. As of December 31, a2023, ~~composite~~our ~~manufacturing~~revenue ~~company~~was ~~that~~driven ~~produces~~by ~~proprietary~~shipments ~~molded~~of fiberglass ~~products~~campers ~~for~~marketed ~~our~~under ~~other~~Cortes ~~business~~Campers ~~lines~~brand.

~~On January~~Cortes ~~11,~~Campers ~~2021,~~designs weand ~~formed~~manufactures ~~Cortes~~high-end ~~Campers~~molded tofiberglass RV ~~operate~~travel ~~our~~trailers ~~new~~and ~~brand~~campers ofdesigned ~~innovative~~for ~~travel~~comfort, ~~trailers~~style and durability. ~~During~~We ~~the~~utilize ~~second~~superior ~~part~~quality ofmaterials ~~2021,~~and wefiberglass construction ~~invested~~resulting ~~heavily~~ in ~~research~~significantly stronger, more durable and ~~development~~lighter asweight ~~well~~products. asCortes ~~production~~Campers’ ~~planning~~first ~~for~~product is the Cortes 17, a 17-foot ~~camper~~long ~~and~~single ~~began~~axle ~~selling~~tow-behind ~~campers~~molded infiberglass ~~early 2022~~camper. AsIn the second quarter of ~~December~~2023, 31we introduced a new floorplan, ~~2022~~Cortes 16, which ~~our~~has ~~revenue~~expanded ~~was~~sleeping ~~driven~~capacity bywith ~~shipments~~a ofking ~~fiberglass~~size ~~campers~~bed. ~~marketed~~We ~~under~~are currently developing additional models, including a larger, family-oriented all composite 22-foot travel trailer. Cortes Campers ~~brand~~has established a network of professional RV dealerships to market and ~~financial~~distribute ~~results~~its ~~for~~products. ~~2022~~As ~~reflect~~of ~~revenue~~December of31, $12023,~~083,114~~ ~~generated by~~ Cortes Campers are available through 36 dealer locations in US and Canada.

1016

~~On January~~Recognizing ~~12,~~that ~~2022,~~we could utilize many of the same technologies and manufacturing processes we ~~formed~~have ~~Futuro~~perfected ~~Houses,~~for ~~LLC~~the Cortes Campers line of RVs to ~~design~~make small, ~~marketing~~prefabricated ~~and~~homes, ~~distribute~~we ~~molded~~began ~~fiberglass~~exploring ~~homes.~~the market ~~Throughout~~in early 2022,. ~~Futuro~~The ~~Houses engaged~~international tiny-house movement has gained new relevance in ~~engineering~~the recent years as the quest for off-grid, rugged, prefabricated homes has entered the mainstream and ~~development~~was offurther fueled by the COVID-19 pandemic. We named our ~~first~~modular housing line Futuro Houses after the Futuro Pod, the iconic “UFO house” ~~themed~~designed by Finnish architect Matti Suuronen, of which fewer than one hundred were built during the late 1960s and early 1970s. Our first home ~~model~~design ~~inspired~~is byan update of the original Futuro ~~house~~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 ~~Finnish~~consumers ~~architect~~to ~~Matti~~meet ~~Suuronen~~their needs. AsWe ofexhibited ~~December~~the 31Futuro house at the Cleveland Home & Remodeling Expo in March 2023, signed ~~2022~~our first distributor in New York, ~~the~~and ~~division~~sold ~~had~~our ~~not~~first ~~generated~~home ~~revenue~~in May 2023.

~~We plan~~In toearly ~~expand~~2021, ~~our~~we ~~manufacturing~~formed ~~footprint,~~Fusion ~~enhance~~X ~~production~~Marine ~~techniques~~to design, manufacture and distribute ~~develop~~high-performance ~~more~~speed ~~products~~boats inutilizing advanced fiberglass composites. Our first boat model is the RVX-15, ~~marine~~a miniature speed boat designed for rental sites and excursions, as well as to serve as an entry-level boat for first time buyers. We began producing the X-15 in the fourth quarter of 2023 and ~~composite~~made our first deliveries in the first quarter of 2024. The similarly styled X-27 is a 27-foot ~~housing~~fiberglass ~~sectors~~V-hull speedboat and is designed for speed and superior maneuverability. ~~Current~~The ~~R&D~~tooling ~~efforts~~and molds for the X-27 are ~~directed~~currently ~~towards~~under development ~~future~~and ~~tow~~the model is not yet available for pre-~~behind~~orders. ~~camper~~As ~~models~~of ~~under~~December ~~Cortes~~31, ~~Campers~~2023, ~~brand~~Fusion asX ~~well~~Marine ashas ~~prefabricated housing~~not ~~segment~~generated revenue for us.

~~On August~~We 5,plan ~~2022,~~to weexpand ~~acquired~~our ~~Mig~~manufacturing ~~Marine from Paul Spivak~~footprint, ~~our~~enhance ~~former~~production ~~president~~ techniques, and adevelop ~~significant~~more ~~shareholder.~~products ~~The Mig Marine acquisition has been determined to be a combination of entities under common control that resulted~~ in ~~a change in~~ the ~~reporting entity. Accordingly~~RV, ~~our~~ ~~financial~~marine ~~results~~and ~~have~~composite ~~been~~housing ~~recast~~sectors. toOur ~~include the financial results of Mig Marine in the~~ current ~~and~~R&D ~~prior~~efforts ~~periods~~are asfocused ifon ~~Mig~~future ~~Marine~~tow-behind ~~had~~camper ~~always~~models ~~been~~under ~~consolidated~~Cortes ~~with~~Campers ~~USLG.~~brand ~~The~~as ~~assets~~well ~~and~~as ~~liabilities of Mig Marine have been recorded in our consolidated statements of financial condition at~~ the ~~seller’s~~prefabricated ~~historical~~housing ~~carrying~~and ~~value~~marine segments.

~~On May~~Recent 14, 2021, we sold select assets of Intellitronix Corporation to Ohio INTX Cooperative, an Ohio cooperative association. In accordance with the provisions of ASC 205-20, Presentation of Financial Statements, we have separately reported the assets and liabilities, revenue and expenses related to Intellitronnix as discontinued operations.Developments

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 fourth quarter of 2023. We exhibited at the 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.

Results of Operations

Year Ended December 31, ~~2022~~2023 Compared to the Year Ended December 31, ~~2021~~ 2022

Sales

Total sales from continuing operations for the year ended December 31, ~~2022~~2023 were $13,~~083~~625,~~114~~926, compared to $671,~~000~~083,114 for the year ended December 31, ~~2021~~2022, an increase of $12,~~016~~542,~~000~~812 or more than ~~1,500~~235%. The increase in sales is primarily attributed to new sales through our Cortes Campers ~~subsidiary.~~ ~~During the current period all sales revenue was from Cortes Campers~~ subsidiary.

Cost of Goods Sold

Cost of goods sold ~~from continuing operations~~ for the year ended ~~the~~ December 31, ~~2022~~2023 were $12,~~217~~768,~~196~~ 292 compared to $01,217,196 for the year ended ~~the~~ December 31, ~~2021~~2022. The ~~December~~increase ~~2022~~in cost of goods sold relates to camper sales from ~~the~~our ~~Company’s~~ Cortes Campers subsidiary.

Operating Expenses

Selling, general and administrative expenses (“SG&A”) ~~from~~ from continuing operations were $1,~~603~~910,~~565~~172 for the year ended December 31, ~~2022~~2023, compared to $1,~~109~~603,~~000~~565 for the year ended December 31, ~~2021,~~ 2022, an increase of $~~494~~306,~~566~~607. The increase over the prior year can be primarily attributed to additional administrative staffing, auditing and professional fees relating to our expanded operations.

Product development costs for the year ended the December 31, 2022, was $0 compared to $40,000 for the year ended the December 31, 2021. The decrease is due to the Company changing its focus to the full production of RV, marine, composite housing, products rather than on development of these product lines which was the focus in prior years. Cost related to product development for the year 2022, were capitalized into work in process and finished goods inventories.

Other Income / Expense

~~During~~ For the year ended December 31, ~~2022~~2023, we had total other expenses of $~~374~~7,~~673~~647, including: ~~unrealized~~other ~~loss~~income of $~~306~~108,~~281~~081, interest income of $41,~~232~~283, and $237,~~422~~819 gain on disposal of fixed assets, and interest expense of $124,829. During the year ended December 31, ~~2021~~2022, we had total other ~~income~~expense of $~~396~~7,~~000. We had other income of $70~~252,~~000~~673, ~~extinguishment~~including: ~~of debt of~~ $526,~~000~~878,000 anloss ~~unrealized~~on ~~gain~~related party acquisition of ~~$52~~Mig Marine,~~000,~~ realized ~~gain~~loss ~~from investments~~ of $~~121~~306,~~000~~281, interest ~~income~~expense of $15156,~~000~~977, interest ~~expense~~income of $94,~~000~~232 and ~~related~~$23,422 ~~party~~gain ~~interest~~on disposal ~~expense~~ of ~~$104,000~~fixed assets.

Net ~~Income~~ (Loss)

We had a net loss from ~~continuing operations~~ of $21,~~112~~104,~~320~~968 for the year ended December 31, ~~2022~~ 2023, compared to $~~686~~8,~~000~~990,320 for the year ended December 31, ~~2021~~2022. Our net loss ~~from continuing operations~~ decreased in the current year ~~was~~ mainly due to ~~our~~the ~~other~~Mig Marine acquisition cost in 2022, and the 2023 income items as discussed above.

Liquidity and Capital Resources

Changes in Cash Flows

Net cash ~~provided~~used byin operating activities for the year ended December 31, ~~2022~~ 2023, was $(1217,~~537,657),~~608 compared to $21,~~983~~537,~~000~~657, ~~which included net cash from discontinued operation of $4,002,000,~~ for the year ended December 31, ~~2021. The negative in net cash provided by operating activities for the year ended December 31,~~2022~~, was primarily due to the notes payable to related party for the acquisition of Mig Marine~~.

Net cash used in investing activities was ~~approximately~~ $~~816~~600,~~089~~641 for the year ended December 31, ~~2022~~2023, compared to net cash provided by investing activities of $1816,~~034,000~~089 for the year ended December 31, ~~2021~~2022. ~~During~~The ~~the~~difference is ~~year~~primarily ~~ended~~due ~~December31,~~to ~~2022,~~ the ~~Company~~sale ~~purchased~~of ~~property~~fixed ~~and~~assets ~~equipment~~ for $~~644,630. We also received $~~120,000 ~~from~~and ~~the~~proceeds ~~sale~~received of ~~fixed assets, and~~ $1,~~340~~341,~~719~~000 ~~of proceeds~~ from ~~the sale of~~ trading securities. ~~Net cash used~~ in ~~investing activities was approximately $1,034,000 for the year ended December 31, 2021, and relates mostly to investments activities~~2022.

Net cash provided by financing activities for the year ended December 31, ~~2022~~2023, was $~~557~~693,~~097~~720 and included proceeds of $~~140~~183,~~209~~500 received in the private placement of common stock, $1122,~~150~~200 from ~~common~~notes ~~stock compensations~~payable, and ~~$629,857~~proceeds from ~~the~~related ~~issuance~~party of notes ~~payable~~of ~~related party,~~ $~~192~~535,~~918~~575 ~~from~~offset ~~the~~by ~~repayment~~$126,359 ofpayments ~~loans~~on ~~payable~~notes, ~~offset~~and by $~~407~~21,~~037~~196 of ~~repayment~~payments ofon related party ~~loans~~notes. Net cash ~~used~~provided by financing activities for the year ended December 31, ~~2021~~2022, was $1557,~~771,000~~097 and included proceeds of $~~301~~140,000 ofreceived in ~~proceeds from~~ the private placement of common stock, ~~and~~ $~~143~~71,~~000 in~~780 ~~proceeds~~ from ~~loans~~common ~~payable.~~stock ~~These~~compensation, ~~proceeds~~$629,857 ~~were~~from ~~offset by~~ the ~~repayment~~issuance of notes payable related party, $~~103~~122,~~000~~497 from the repayment of loans payable, ~~and~~offset ~~repayment~~by of $2407,~~112,000~~ 037 of ~~notes~~repayment ~~payable~~of ~~to a~~ related party loans.

WeOn August 5, 2022, the Company acquired MIGMarine Corporation (“Mig ~~have~~Marine”), from the ~~following~~Company’s ~~outstanding~~former ~~loan~~president asand majority shareholder. The Company agreed to pay $6,833,333 in exchange for all the shares of ~~December~~Mig 31Marine. A ten percent (10%) deposit of $638,333 ~~2022:~~was also payable on or before August 5, 2023. The balance is represented by a promissory note in the amount of $6,195,000, sixty-month note matures on August 5, 2027, requires monthly payments of $120,488, carries an interest rate of 6.25%, and is secured by the assets of Mig Marine.

On August 5, 2022, the Company acquired MigMarine Corporation (“Mig Marine”), from the Company’s former President and majority shareholder. The Company agreed to pay $6,833,333 in exchange for all the shares of Mig Marine. A ten percent (10%) deposit of $638,333 will be payable on or before August 5, 2023. The balance is represented by a promissory note in the amount of $6,195,000, sixty-month note matures on August 5, 2027, requires monthly payments of $120,488, carries an interest rate of 6.25%, and is secured by the assets of Mig Marine. The loan balance on December 31, 2022, including accrued interest, was $7,004,629. During the year ended December 31, 2022, the Company accrued interest of $126,296 and did not make any principal and interest payments, leaving a balance outstanding of accrued interest only of $126,296 at December 31, 2022.18

	December 31,			December 31,
	2022			2021
Equipment loan (a)	$	259,450		$	260,000
Vehicle loans (b)		59,671			63,000
Working capital (c)		122,135			25,000
Convertible note		0			58,000
Total loans payable		441,256			426,000
Loans payable, current portion		(140,905	)		(344,000	)
Loans payable, net of current portion	$	280,000		$	82,000

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 Mr. 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.

a.Effective OnJanuary ~~August 26~~1, ~~2020~~2024, ~~the~~Mr. Spivak ~~Company~~and USLG entered into a waiver ~~loan agreement with Apex Commercial Capital Corp. in the principal amount of $265,339 with interest at 9.49% per annum~~ and ~~due~~extension ondeferring ~~September 10, 2030. The loan requires one hundred nineteen (119) monthly~~ payments of ~~$2,322,~~the ~~with~~Deposit aand ~~final balloon~~ payment onand ~~the~~accrual ~~one hundred twentieth (120) month, or September 10, 2030,~~ of ~~$224,835.~~interest ~~The loan is guaranteed by the Company, the Company’s former Chief Executive Officer, and secured by the Company’s real estate. The loan balance~~ on ~~December 31, 2022, was $259,450. During~~ the ~~year~~Note ~~ended~~until ~~December~~January ~~31, 2022, the Company made principal payments of $3,084 leaving a total of $259,450 owed at December 31, 2022~~2025.

b.As ~~The~~a ~~Company~~founder ~~purchases~~of ~~vehicles~~USLG ~~for~~and ~~employees~~in ~~and~~order ~~research~~to ~~and~~strengthen ~~development~~the ~~activities.~~company’s balance ~~Generally~~sheet, ~~vehicles~~Mr. Spivak ~~are~~subsequently ~~sold~~agreed orto ~~traded~~retroactively incancel at the ~~end~~deposit and $1,195,000 of the ~~vehicle~~principal ~~loan~~of ~~period~~the note. The ~~aggregate vehicle~~ loan balance on ~~two~~December ~~vehicles~~31, 2023 was $595,~~671~~000,000. atThe ~~December~~forgiveness ~~31,~~of ~~2022,~~the ~~with~~deposit anand ~~original~~the ~~loan~~$1,195,000 ~~period~~ of 72principal towere ~~144~~also ~~months,~~treated ~~and~~as an ~~interest~~in-substance ~~rates~~capital ofcontributions ~~zero~~in ~~percent to 10~~2023.~~99%.~~

c.Loans Onpayable ~~November~~as ~~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 monthly payments over the term of 12 months, has an interest rate of 38% per annum, and is secured by the majority shareholder. The loan balance on~~ December 31, ~~2022,~~2023 ~~was~~and ~~$122,135. During the year ended December 31,~~ 2022, ~~the~~are ~~Company~~as ~~made principal payments of $23,369, and interest payments of $61,497.~~follows:

	2023			2022
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.	$	256,184		$	259,450
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%.		45,109			59,671
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 secured by the former CEO.		14,036			122,135
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%.		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 a n 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.		106,213			-
Total loans payable		437,097			441,256
Less: current portion		(169,634	)		(140,905	)
Loans payable, long term	$	267,463		$	300,351

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates, including those related to impairment of long-lived assets, including finite lived intangible assets, accrued liabilities, fair value of warrant derivatives and certain expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

Our significant accounting policies are more fully described in Note 2 to our financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, and the related disclosures of contingent assets and liabilities. Actual results could differ from those estimates under different assumptions or conditions. ~~We believe that the following critical accounting policies are subject to estimates and judgments used in the preparation of our consolidated financial statements:~~

Recent Accounting Pronouncements

See Note 2 of the financial statements for a discussion of recent accounting pronouncements.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

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

1320

Item 8. Financial Statements and Supplementary Data.

Report of Independent Registered Public Accounting Firm		F-2
Reports of Independent Registered Public Accounting Firms	F-2
Consolidated Balance Sheets as of December 31, 2022, and 2021		F-3
Consolidated Balance Sheets as of December 31, 2023 and 2022	F-4
Consolidated Statements of Operations for the Years Ended December 31, 2022, and 2021		F-4
Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022	F-5
Consolidated Statements of Shareholders’ Deficit for the Years Ended December 31, 2022, and 2021		F-5
Consolidated Statements of Shareholders’ Deficit for the Years Ended December 31, 2023 and 2022	F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, and 2021		F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022	F-7
Notes to Consolidated Financial Statements	F-8	~~F-7~~

F-1

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

US Lighting Group, Inc.

Euclid, Ohio

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of US Lighting Group, Inc. as of December 31, 2023, the related statements of operations, stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

Critical audit matters are matters arising from the current-period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ GBQ Partners LLC

We have served as the Company’s auditor since 2023

Columbus, Ohio

April 15, 2024

F-2

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of US Lighting Group, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of US Lighting Group, Inc. as of December 31, 2022 and 2021, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/S/ BF Borgers CPA PC (PCAOB ID 5041)

We have served as the Company’s auditor since 2020

Lakewood, CO

April 14, 2023

F-2

US LIGHTING GROUP, INC., AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Audited)

	December 31,			December 31,
	2022			2021
	(Unaudited)			(Combined)
ASSETS
Current Assets:
Cash	$	124,529		$	289,000
Accounts Receivable		5,950			—
Prepaid expenses and other current assets		87,174			157,000
Inventory		200,162			65,000
Deposits and other assets		—			9,000
Investment in trading securities		—			1,647,000
Total Current Assets		417,815			2,167,000
Property and equipment, net		2,298,107			1,848,000
Total Assets	$	2,715,922		$	4,015,000
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	607,647		$	77,000
Accrued expenses		111,223			33,000
Customer advance payments		0			10,000
Accrued payroll to a former officer		125,167			686,000
Convertible notes payable		0			60,000
Loan payable– current portion		140,905			82,000
Loans payable, related party		176,000			1,458,000
Total Current Liabilities		1,160,942			2,406,000
Loans payable, net of current portion, related party		7,004,629			—
Loans payable, net of current portion		300,351			344,000
Total Liabilities		8,465,922			2,750,000
Commitments and Contingencies
Shareholders’ Equity (Deficit):
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; 99,934,825 and 97,848,735 shares issued and outstanding, at December 31, 2022, and 2021 respectively		10,209			10,000
Additional paid-in-capital		19,771,111			17,796,000
Accumulated deficit		(25,531,320	)		(16,541,000	)
Total Shareholders’ (Deficit) Equity		(5,750,000	)		1,265,000
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	2,715,922		$	4,015,000

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

F-3

US LIGHTING GROUP, INC. AND SUBSIDIARIES

~~CONDENSED~~ CONSOLIDATED ~~STATEMENTS OF~~ ~~OPERATIONS~~BALANCE SHEETS

(Audited)

	December 31,
	2023			2022
ASSETS
Current Assets:
Cash	$	0		$	124,529
Accounts receivable		155,023			5,950
Prepaid expenses and other current assets		59,176			87,174
Inventory		151,136			200,162

Total Current Assets		365,336			417,815

Property and equipment, net		2,704,553			2,298,107

Total Assets	$	3,069,889		$	2,715,922

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	1,025,076		$	607,647
Accrued expenses		289,543			111,223
Accrued Payroll to former officer		125,167			125,167
Deferred revenue		151,839			-
Loan payable, current		169,634			140,905
Loans payable, related party		116,362			176,000
Total Current Liabilities		1,877,622			1,160,942

Loans payable, net of current portion		267,463			300,351
Loans payable, related party		5,574,017			7,004,629
Total Liabilities		7,719,102			8,465,922

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 10,494 10,209 authorized; 102,786,188 shares issued and outstanding
Additional paid-in-capital		21,928,423			19,771,111
Accumulated deficit		(26,588,130	)		(25,531,320	)
Total Shareholders’ Equity (Deficit)		(4,649,213	)		(5,750,000	)

Total Liabilities and Shareholders’ Equity (Deficit)	$	3,069,889		$	2,715,922

	For the Years ended December 31,
	2022			2021
Sales	$	1,083,114		$	67,000
Cost of goods sold		1,217,196			—
Gross profit (loss)		(134,082	)		67,000
Operating expenses:
Selling, general and administrative expenses		1,603,565			1,109,000
Product development costs		0			40,000
Total operating expenses		1,603,565			1,149,000
Loss from operations		(1,737,647	)		(1,082,000	)
Other income (expense):
Other income, net		60,931			70,000
Gain on extinguishment of debt		—			52,000
Unrealized gain (loss) from investments		(306,281	)		251,000
Realized gain from Investments (loss)		0			121000
Interest income		4,232			15,000
Interest expense, net		(156,977	)		(9,000	)
Interest expense, related party		—			(104,000	)
Gain on disposal of fixed assets		23,422			—
Total other income (expense)		(374,673	)		396,000
Net loss from continuing operations		(2,112,320	)		(686,000	)
Net income from sale of discontinued operations		—			3,915,000
Net loss from discontinued operations		—			(176,000	)
Net income from sale of discontinued operations		—			3,053,000
Net loss from related party - Mig Marine acquisition		(6,878,000	)		—
Net income (loss)	$	(8,990,320	)	$	3,053,000
Basic loss per share from continuing operations	$	(0.01	)	$	(0.01	)
Basic income (loss) per share from discontinued operations	$	—		$	0.04
Basic income (loss) per share	$	(0.09	)	$	0.03
Diluted income (loss) per share	$	(0.09	)	$	0.03
Weighted average common shares outstanding, basic		98,570,258			97,446,201
Weighted average common shares outstanding, diluted		98,570,258			97,446,201

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.

F-4

US LIGHTING GROUP, INC. AND SUBSIDIARIES

~~CONDENSED~~ CONSOLIDATED ~~STATEMENTS~~STATEMENT OF ~~SHAREHOLDERS~~ ~~EQUITY (DEFICIT)~~OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

	For the Years Ended December 31,
	2023			2022
Net sales	$	3,625,926		$	1,083,114
Cost of goods sold		2,768,292			1,217,196
Gross profit (loss)		857,634			(134,082	)

Operating expenses:
Selling, general and administrative expenses		1,910,172			1,603,565
Total operating expenses		1,910,172			1,603,565

Loss from operations		(1,052,538	)		(1,737,647	)

Other income (expense):
Other Income		108,081			60,931
Interest Income		1,283			4,232
Gain/loss on sale of assets		7,819			23,422
Realized gain/loss		-			(306,281	)
Interest expense		(124,829	)		(156,977	)
Net loss from related party - Mig Marine acquisition		-			(6,878,000	)
Total other income (expense)		(7,647	)		(7,252,673	)

Income (loss) before tax provision		(1,060,185	)		(8,990,320	)

Tax Provision		(44,783	)		-

Net income (loss)	$	(1,104,968	)	$	(8,990,320	)

Basic income (loss) per share	$	(0.01	)	$	(0.09	)
Diluted income (loss) per share	$	(0.01	)	$	(0.09	)

Weighted average common shares outstanding, basic		101,736,743			98,570,258
Weighted average common shares outstanding, diluted		101,736,743			98,570,258

~~(Audited)~~The accompanying notes are an integral part of these consolidated financial statements.

					Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance, December 31, 2021		—	$	—		97,848,735		10,000	$	17,798,540	$	(16,541,000	)	$	1,265,000
Forgiveness of related party debt		—		—		—		—		1,761,000		—			1,761,000
Sales of common Stock		—		—		1,400,000		140		139,860		—			140,000
Stock compensation		—		—		686,090		69		71,711		—			71,780
Net Loss		—		—		—		—		—		(8,990,320	)		(8,990,320	)
Balance, December 31, 2022		—	$	—		99,934,825		10,209	$	19,771,111	$	(25,531,320	)	$	(5,750,000	)

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

F-5

US LIGHTING GROUP, INC. AND SUBSIDIARIES

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

~~(Audited)~~ FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

	For the Twelve Months Ended
											Additional					Total
	December 31,
	Preferred Stock						Common Stock				Paid-In		Accumulated			Stockholders’
	2022			2021
	Shares			Amount			Shares		Amount		Capital		Deficit			Equity
Cash Flows from Operating Activities
Balance, December 31, 2022		-		$	-			99,934,825	$	10,209	$	19,771,111	$	(25,531,320	)	$	(5,750,000	)
Net (loss) income	$	(8,990,320	)	$	3,053,000
Sale of Common Stock								2,675,000		268		183,217					183,485
Adjustments to reconcile net loss to net cash (used) provided by operating activities:
Stock issued for services & compensation								176,363		18		17,623					17,641
Income from discontinued operations		—			(3,739,000	)
Forgiveness of shareholder loan & accrued interest												2,004,630					2,004,630
Depreciation		74,523			51,000
Net Income (Loss)														(1,104,968	)		(1,104,968	)
Stock issued for services		70,630			55,000
Balance, December 31, 2023		-		$	-			102,786,188	$	10,494	$	21,976,581	$	(26,636,288	)	$	(4,649,213	)
Unrealized gain (loss) from investments		306,281			(372,000	)
Balance, December 31, 2021		-			-			97,848,735	$	10,000	$	17,798,540	$	(16,541,000	)	$	1,267,540
Gain on extinguishment of debt		—			(52,000	)
Sale of Common Stock								1,400,000		140		139,860					140,000
Changes in Assets and Liabilities:
Stock issued for services & compensation								686,090		69		71,711					71,780
Accounts receivable		(5,950	)		40,000
Forgiveness of shareholder loan & accrued interest												1,761,000					1,761,000
Inventory		(135,162	)		0
Net Income (Loss)														(8,990,320	)		(8,990,320	)
Prepaid expenses and other current assets		69,826			(57,000	)
Balance, December 31, 2022		-		$	-			99,934,825	$	10,209	$	19,771,111	$	(25,531,320	)	$	(5,750,000	)
Deposits & other assets		9,000
Accounts payable		473,146			(13,000	)
Customer advanced payments		-10,000			10,000
Accruals		0			6,000
Notes Payable related party		6,878,000
Accrued interest on loans		78,223			5,000
Accrued interest on related party loans		126,296			(100,000	)
Accrued payroll to a former officer		(482,150	)		94,000
Operating cashflow from discontinued operations		0			4,002,000
Net cash (used) provided by operating activities		(1,537,657	)		2,983,000
Cash Flows from Investing Activities:
Purchase of property and equipment		(644,630	)		(159,000	)
Investment in trading securities		—			(3,800,000	)
Sale of fixed assets		120,000			400,000
Proceeds from investments		1,340,719			2,525,000
Net cash provided (used) by investing activities		816,089			(1,034,000	)
Cash Flows from Financing Activities:
Proceeds from sale of common stock		140,000			301,000
Proceeds from common stock compensation		71,780			0
Proceeds from loans payable		—			146,000
Proceeds received from notes payable, related party		629,857
Payment of loans payable		122,497			(103,000	)
Payments on notes payable related party		(407,037	)		(2,112,000	)
Net cash used in financing activities		557,097			(1,768,000	)
Net change in cash		(164,471	)		181,000
Cash beginning of period		289,000			108,000
Cash end of period	$	124,529		$	289,000
Supplemental Cash Flow Information:
Interest paid	$	90,533		$	531,000
Taxes paid	$	—		$	2,000

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

F-6

US LIGHTING GROUP, INC. AND SUBSIDIARIES

~~NOTES~~CONSOLIDATED TOSTATEMENT ~~CONSOLIDATED~~OF ~~FINANCIAL~~CASH ~~STATEMENTS~~FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2022, AND 2021

	For the Years Ended December 31,
	2023			2022
Cash Flows from Operating Activities:
Net loss	$	(1,104,968	)	$	(8,990,320	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		194,195			74,523
Stock issued for services & compensation		17,625			70,630
Unrealized loss from investments		-			306,281
Changes in Assets and Liabilities:
Accounts receivable		(149,073	)		(5,950	)
Inventory		49,026			(135,162	)
Prepaid expenses and other current assets		27,998			69,826
Deposits & other assets		122,342			9,000
Accounts payable		417,429			473,146
Accrued expenses		178,320			-
Accrued payroll to a former officer		-			(482,150	)
Deferred revenue		29,498			(10,000	)
Notes Payable related party		-			6,878,000
Accrued interest on loans		-			78,223
Accrued interest on related party loans		-			126,296
Net cash used in operating activities		(217,608	)		(1,537,657	)

Cash Flows from Investing Activities:
Purchase of property and equipment		(600,641	)		(644,630	)
Proceeds from sale of equipment		-			120,000
Proceeds from investments		-			1,340,719
Net cash (used in) provided by investing activities		(600,641	)		816,089

Cash Flows from Financing Activities:
Proceeds from sale of common stock		183,500			140,000
Proceeds from common stock compensation		-			71,780
Proceeds from loans payable		122,200			-
Proceeds from notes payable, related party		535,575			629,857
Payment of loans payable		(126,359	)		122,497
Payments on notes payable related party		(21,196	)		(407,037	)
Net cash provided by financing activities		693,720			557,097

Net change in cash		(124,529	)		(164,471	)
Cash beginning of period		124,529			289,000
Cash end of period	$	-		$	124,529

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

F-7

US LIGHTING GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2023

NOTE 1 – ORGANIZATION

US Lighting Group, Inc. (the “Company”) ~~was~~is ~~founded~~a ~~in 2003~~parent incompany ~~accordance~~comprised ~~with~~of ~~the~~four ~~laws~~subsidiaries - Cortes Campers, LLC, a brand of ~~Florida~~high-end molded ~~and~~fiberglass campers, Futuro Houses, LLC, which is ~~located~~focused inon ~~Euclid~~design and sales of molded fiberglass homes, ~~Ohio~~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.

USOn January ~~Lighting~~11, ~~Group~~2021, ~~Inc.~~we isformed ~~a parent company comprised of four subsidiaries —~~ Cortes Campers, ~~LLC,~~to aoperate our new brand of ~~high-end~~innovative ~~molded~~travel ~~fiberglass~~trailers. ~~campers,~~During ~~Futuro~~the ~~Houses,~~second ~~LLC,~~part ~~which is focused on design and sales~~ of ~~molded~~ ~~fiberglass homes~~2021, ~~Fusion~~we invested Xheavily ~~Marine,~~in ~~LLC,~~research ~~a high-performance boat designer,~~ and ~~MIG~~development ~~Marine~~as ~~Corporation,~~well aas ~~composite~~production ~~manufacturing company~~planning ~~that~~for ~~produces~~the ~~proprietary~~17-foot ~~molded~~camper ~~fiberglass~~and ~~products~~began ~~for~~selling ~~our~~campers ~~other~~in ~~business lines~~early 2022.

OnThe Company ~~January~~created ~~12,~~a ~~2022,~~new wewholly ~~formed~~owned ~~Futuro~~subsidiary ~~Houses,~~called ~~LLC,~~Fusion aX ~~Wyoming company~~Marine, to ~~design,~~LLC ~~market~~on ~~and~~April ~~distribute~~12, ~~molded fiberglass homes. Throughout 2022~~2021, ~~Futuro~~domiciled ~~Houses engaged~~ in ~~engineering~~Wyoming, ~~and~~to ~~development~~sell ofboats ~~our~~and ~~first~~other ~~“UFO”~~related ~~themed~~products ~~home~~to ~~model inspired by~~ the ~~original~~recreational ~~Futuro~~marine ~~house~~market. ~~designed~~The bysubsidiary ~~Finnish~~has ~~architect~~had ~~Matti~~no ~~Suuronen.~~sales Asas of ~~December 31, 2022,~~ the ~~division~~date ~~had~~of ~~not~~this ~~generated revenue~~report.

On January ~~August 5~~12, 2022, we ~~acquired~~formed ~~MIG~~Futuro ~~Marine~~Houses, ~~Corporation (“Mig Marine”)~~LLC, a ~~fiberglass~~Wyoming ~~manufacturing~~ company, ~~founded~~to indesign, ~~2003.~~market ~~With~~and ~~the~~distribute ~~acquisition~~molded offiberglass ~~Mig~~homes. ~~Marine~~Throughout 2022, weFuturo ~~were~~Houses ~~able~~engaged toin ~~streamline~~engineering ~~our~~and ~~manufacturing~~development ~~processes, improve~~of ~~production~~our ~~cycles~~first ~~and~~“UFO” ~~scale~~themed tohome ~~meet~~model inspired by the ~~demand~~original ofFuturo house ~~Cortes~~designed ~~Campers~~by ~~generated~~Finnish ~~order~~architect ~~back-log~~Matti Suuronen. In 2023, we sold one home.

On August 5, 2022, we acquired MIG Marine Corporation, a fiberglass manufacturing company founded in 2003 and a related party to the Company. 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 fourth quarter of 2023.

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 December 31, ~~2022~~2023, our revenue was driven by shipments of fiberglass campers marketed under ~~the~~ Cortes Campers ~~brand~~.

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~~Presentation

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Dollar amounts are rounded to the nearest thousands of dollars.

~~Use of estimates~~ F-8

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 in cash.

Cash ~~equivalents~~ Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. ~~There~~As ~~were no cash equivalents for the years ended~~ of December 31, ~~2022,~~2023 and ~~December~~ 312022, ~~2021,~~we ~~respectively,~~had ~~held~~no incash ~~the 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, ~~and~~Fusion -X Marine, ~~MIG~~LLC, Futuro Houses, LLC, Fusion X Automotive, LLC, and Mig Marine Corp. All intercompany transactions and balances have ~~been~~ been eliminated in consolidation.

F-7

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 December 31, ~~2022~~2023, and December 31, ~~2021~~2022, respectively, there are no shares of common stock issuable under convertible note agreements.

Revenue Recognition

~~The Company recognizes revenue in accordance with Accounting Standard~~Revenue 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~~recognized ~~entity~~as ~~should~~performance ~~recognize~~obligations ~~revenue~~under ~~to depict~~ the ~~transfer~~terms of ~~promised~~contracts ~~goods~~with ~~and services to~~ customers inare ~~an amount that reflects the consideration to which the entity expects to be entitled in the exchange for those goods or services~~satisfied.

~~Under this guidance, revenue is recognized when control of promised~~Unit 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 performance obligations are satisfied, and control of ownership is transferred to the customer.Sales

The Company’s primary source of revenue is generated through the sale of molded fiberglass campers and homes (units). Unit sales are recognized at a point- in-time when the performance obligation is satisfied and control of the promised goods or services is transferred to the 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.

F-9

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.

Accounts Receivable

The carrying ~~Company~~amount ~~evaluates~~of ~~the~~receivables ~~collectability~~is ofreduced ~~its~~by ~~trade~~a ~~accounts~~valuation ~~receivable based~~allowance onfor aexpected ~~number~~credit oflosses, ~~factors.~~as Innecessary, ~~circumstances~~that ~~where~~reflects ~~the~~management’s best ~~Company~~estimate ~~becomes~~of ~~aware~~the ofamount athat ~~specific~~will ~~customer’s~~not ~~inability~~be tocollected. ~~meet~~This ~~its~~estimation ~~financial obligations~~takes tointo ~~the~~consideration ~~Company~~historical experience, acurrent ~~specific~~conditions and, ~~reserve~~as ~~for~~applicable, ~~bad~~reasonable ~~debts~~supportable isforecasts. ~~estimated~~Actual ~~and~~results ~~recorded,~~could ~~which~~vary ~~reduces~~from the ~~recognized~~estimate. ~~receivable~~Accounts toare ~~the estimated~~charged ~~amount~~against the ~~Company~~allowance when ~~believes~~management ~~will~~deems ~~ultimately~~them to be ~~collected~~uncollectible. InBased ~~addition~~on totheir ~~specific~~assessment, ~~customer~~management ~~identification~~determined ofthat ~~potential~~the ~~bad~~risk ~~debts, bad~~of ~~debt~~credit ~~charges~~loss ~~are~~was ~~recorded~~not material; ~~based~~therefore, onthere ~~the~~was ~~Company’s~~no ~~historical~~valuation ~~losses~~allowance ~~and~~recorded anas ~~overall assessment~~ of ~~past~~December ~~due~~31, ~~trade~~2023 ~~accounts~~and ~~receivable outstanding~~2022.

The allowance for doubtful accounts and returns is established through a provision reducing the carrying value of receivables. On December 31, 2022, and December 31, 2021, the Company determined that no allowance for doubtful accounts was necessary.

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is computed on a first-in, first-out basis.

The Company provides inventory adjustments based on excess and obsolete inventories determined primarily by future demand forecasts. The write down amount is measured as the difference between the cost of the inventory and market based upon assumptions about future demand and charged to the provision for inventory, which is a component of cost of sales. At the point of the loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

F-8

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The Company has determined the estimated useful lives of its property and equipment, as follows:

Building	40 years
Building and improvements	7 - 15 years
Vehicles	5 years
Office equipment	3 years
Furniture and fixtures	7 years
Production molds and fixtures	5 years

F-10

Maintenance and repairs are charged to expense as incurred. The cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the related accounts and the resulting gain or loss is reflected in the statements of operations.

Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is an indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value.

Product Development Costs

Product development costs are capitalized in the period incurred. The costs primarily consist of prototype and testing costs. Product development costs for the years ended December 2022 and 2021, were $0 and $40,000, respectively.

Costs related to production of molds and tooling are capitalized as construction in progress or fixed asset once put in service.

Shipping and Handling Costs

The Company’s shipping and handling costs relating to inbound and outbound freight are reported as cost of goods sold in the consolidated Statements of Operations. The Company classifies amounts billed to customers for shipping fees as revenues.

Income Taxes

~~Income tax expense is based on pretax financial accounting income.~~The ~~Deferred~~provision ~~tax assets and liabilities are recognized~~ for ~~the~~income ~~expected~~taxes ~~tax~~is ~~consequences~~computed ofby ~~temporary~~applying ~~differences~~statutory ~~between~~rates ~~the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded~~ to ~~reduce~~income ~~deferred~~before ~~tax assets to the amount that will more likely than not be realized~~taxes. ~~The Company has not recorded a valuation allowance against its deferred tax assets as of December 31, 2022, and 2021.~~

~~The Company accounts for uncertainty in~~ Deferred income taxes ~~using~~are arecognized ~~two-step approach~~for tothe ~~recognizing and measuring uncertain~~ tax ~~positions.~~consequences ~~The~~in ~~first~~future ~~step~~years isof totemporary ~~evaluate~~differences between the ~~tax~~financial ~~position~~reporting ~~for~~and ~~recognition by determining~~tax ifbases ~~the weight~~ of ~~available~~assets ~~evidence~~and ~~indicates~~liabilities ~~that~~as itof iseach ~~more~~period-end ~~likely~~based ~~than not that the position will be sustained~~ on ~~audit,~~enacted ~~including resolution~~tax oflaws ~~related~~and ~~appeals~~statutory ~~or litigation processes, if any~~rates. ~~The~~Valuation ~~second~~allowances ~~step~~are isestablished when necessary to ~~measure~~reduce ~~the~~deferred tax ~~benefit~~assets asto the ~~largest~~ amount ~~that is~~expected ~~more~~to ~~than~~be ~~50 percent likely of being~~ realized ~~upon settlement~~. ~~The~~A ~~Company~~100 ~~classifies~~% ~~the~~valuation ~~liability~~allowance ~~for~~has ~~unrecognized~~been ~~tax benefits as~~established ~~current~~on todeferred ~~the~~tax ~~extent~~assets ~~that~~at ~~the~~December ~~Company~~31, ~~anticipates~~2023 ~~payment (or receipt) of cash within one year. Interest~~ and ~~penalties~~2022, ~~related~~due to ~~uncertain tax~~the ~~positions~~uncertainty ~~are~~of ~~recognized~~our inability ~~the~~to ~~provision~~realize ~~for~~future ~~income~~taxable ~~taxes~~income.

FWe account for uncertainty in income taxes in our financial statements as required under ASC 740, “Income Taxes.” The standard prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The standard also provides guidance on de-9recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition accounting. Management determined there were no material uncertain positions taken by us in our tax returns.

Fair Value Measurements

The carrying ~~Company~~amounts ~~determines the fair value~~ of ~~its~~financial ~~assets~~instruments ~~and~~such ~~liabilities based~~as oncash, ~~the~~accounts ~~exchange~~receivable, ~~price~~inventories, inaccounts ~~U.S.~~payable ~~dollars~~and ~~that~~accrued ~~would~~liabilities, beaccrued payroll ~~received~~liabilities, ~~for~~and anadvanced ~~asset~~customer ordeposits, ~~paid~~approximate ~~to transfer a liability (an exit price) in~~ the ~~principal~~ orrelated ~~most~~fair ~~advantageous~~values ~~market~~due ~~for~~to the ~~asset~~short-term ormaturities ~~liability~~of inthese ~~an orderly transaction between market participants on the measurement date~~instruments. The ~~Valuation~~carrying ~~techniques~~values ~~used~~of ~~to measure fair value maximize~~ the ~~use~~line of ~~observable~~credit ~~inputs~~ and ~~minimize~~notes ~~the~~payable ~~use~~approximate oftheir ~~unobservable inputs. The Company uses a~~ fair ~~value~~values ~~hierarchy~~because ~~with~~the ~~three~~interest ~~levels~~rates ofon ~~inputs,~~these ~~of which the first two~~ obligations are ~~considered~~based ~~observable~~on ~~and~~prevailing ~~the~~market ~~last~~interest ~~unobservable, to measure fair value:~~rates.

● Level 1 — Quoted prices in active markets for identical assets or liabilities.

● Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

● Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The carrying amounts of financial instruments such as cash, accounts receivable, inventories, accounts payable and accrued liabilities, accrued payroll liabilities, and advanced customer deposits, approximate the related fair values due to the short-term maturities of these instruments. The carrying values of the line of credit and notes payable approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates.

Stock-based Compensation

InThe Company ~~June~~recognizes ~~2018, the FASB issued ASU 2018~~stock-~~07,~~based ~~Compensation~~compensation ~~– Stock~~costs ~~Compensation~~on ~~(Topic~~a ~~718): Improvements to Nonemployee Share~~straight-~~Based~~line ~~Payment~~basis ~~Accounting.~~over ~~ASU~~the ~~2018-07~~requisite ~~allows~~service ~~companies~~period toassociated ~~account for~~with ~~nonemployee awards in~~ the ~~same manner as employee awards~~grant. The ~~guidance~~Company isrecognizes ~~effective~~the ~~for~~expense ~~fiscal~~based ~~years~~on ~~beginning~~the ~~after~~fair ~~December~~market ~~15, 2018,~~value ~~and~~at ~~interim~~time ~~periods~~of ~~within~~the ~~those annual periods~~grant. ~~We adopted this ASU on January 1, 2019.~~

The Company on occasion will compensate employees and vendors by issuing shares of stock in lieu of a cash payment.

Recently Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic815, Derivatives and Hedging, or that do not result insubstantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. ASU 2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and clarify the scope and certain requirements under Subtopic 815-40. In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and contract in entity’s own equity. ASU 2020-06 is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but not earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements.

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.

F-1011

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 year ended December 31, ~~2022~~2023, the Company ~~realized~~recognized a net loss of $81,~~990~~104,~~320~~968 and cash used in operating activities was ($1217,~~537,657), compared to cash provided by operating activities of $2,983,000~~608. inAs the ~~prior~~Company ~~year~~further ~~period.~~develops ~~Based~~its ~~on current projections, we believe our available cash on-hand, our current efforts to market and sell our~~ products, and ~~our ability to significantly reduce expenses~~markets, ~~will~~the ~~provide~~Company ~~sufficient~~may ~~cash~~need ~~resources~~ to ~~satisfy~~raise ~~our~~additional ~~operational~~capital ~~needs, for~~or atborrow ~~least~~additional ~~one~~funds to ~~year~~support ~~from~~increasing ~~the~~levels ~~date~~of ~~these~~working ~~financial~~capital ~~statements~~until ~~are~~it ~~issued.~~is ~~During~~able ~~2022,~~to ~~the~~generate ~~Company~~sufficient ~~increased its production and sales of travel campers~~revenues.

AtManagement plans ~~December~~to ~~31,~~generate ~~2022,~~increasing ~~the~~revenues ~~Company~~and ~~had~~as ~~cash~~needed onraise ~~hand~~additional incapital ~~the~~or ~~amount~~borrow ~~of $124,529.~~additional ~~Management estimates that the current cash~~ funds ~~combined~~in ~~with~~order ~~accounts~~to ~~receivable~~provide liquidity and ~~backorders~~fund ofincreasing ~~approximately~~levels ~~$357,220 may~~of ~~not~~working becapital ~~sufficient~~ to continue operations. Noas ~~assurance~~a ~~can~~going beconcern. ~~given~~However, ~~that~~there ~~any~~is ~~future~~no ~~financing~~assurance ~~will~~the beCompany ~~available or, if available, that it~~ will be onsuccessful ~~terms~~in ~~that~~accomplishing ~~are~~its ~~satisfactory~~plans. toThese ~~the~~factors ~~Company.~~raise ~~Even~~substantial ifdoubt about the Company’s ~~can~~ability ~~obtain~~to ~~additional~~continue ~~financing,~~as ita ~~may contain undue~~going ~~restrictions~~concern. onThese ~~our~~financial ~~operations~~statements indo ~~the~~not ~~case~~include ofany ~~debt~~adjustments ~~financing,~~that ormight ~~cause~~result ~~substantial~~from ~~dilution for our stockholders, in~~ the ~~case~~outcome orof ~~equity financing~~this uncertainty.

NOTE 4 – ~~INVESTMENT~~SALE INOF ~~TRADING~~ASSETS ~~SECURITIES~~

On May 17, 2020, the Company purchased $3,800,000 of various mutual fund assets from a broker. This investment meets the criteria of level one inputs for which quoted market prices are available in active markets for identical assets or liabilities as of the reporting date. As of ~~September~~December 3031, 2022, these assets ~~have~~ had all been sold. The ~~Company has adjusted the reported amounts for these investments to market value resulting in a~~ realized loss ~~and~~on ~~unrealized loss~~these ofassets was $~~288~~306,281 ~~and~~for ~~$18,000, respectively, as of~~ the year ended December 31, 2022.

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 has liquidated all securities in Ameriprise Investments. 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.

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment for continuing operations consist of the following at December 31, ~~2022~~2023, and ~~2021~~2022:

	December 31,			December 31,
	2023			2022
	2022			2021
Building and improvements	$	676,025		$	664,183
Building and improvements	$	664,183		$	664,000
Land		96,000			96,000
Vehicles		~~146~~127,~~893~~262			~~319~~146,~~000~~893
Office equipment		18,421			2418,~~000~~421
Furniture and fixtures		4,746			5,000
Production molds and fixtures		1,408,160			1,095,758
Production molds and fixtures		1,095,758			851,000
Tooling and fixtures		733,001			462,570
Tooling and fixtures		462,570			52,000
Other equipment		90,131			72,059
Other equipment		72,059			—
Furniture and fixtures		4,746			4,746
Total property and equipment cost		23,~~560~~153,~~630~~746			2,~~011~~560,~~000~~630
Less: accumulated depreciation and amortization		(~~262~~449,~~523~~193	)		(~~163~~262,~~000~~523	)
Property and equipment, net	$	2,~~298~~704,~~107~~553		$	12,~~848~~298,~~000~~107

Depreciation expense for the years ended December 31, 2022, and 2021 were $166,046 and $51,000, respectively.

F-11

NOTE 6 – ACCRUED PAYROLL TO OFFICER

Beginning in January 2018, the Company’s (former) ~~President and~~ CEO ~~(Paul Spivak)~~ voluntarily elected to defer payment of his employment compensation. The balance of the compensation owed to the Company’s ( former) ~~President and~~ CEO was $~~536,000 and $~~125,167 as of December 31, ~~2022,~~2023 and ~~2021~~December 31, ~~respectively~~2022. Deferral of wages ~~was halted on~~ended on August 9, 2021, when the Company’s ~~President~~former ~~and~~ CEO resigned. ~~Please~~from ~~see~~that ~~Note 14 for a more complete discussion~~position.

As of the date of this report, Paul Spivak is no longer an executive officer or director of the Company.

NOTE 7 – LOANS PAYABLE TO RELATED PARTIES

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

	2022			2021
Loan payable to officers/shareholders (a)	$	7,054,333		$	407,000
Loan Payable to related party - past due (b)		126,296			-
Total loans payable to related parties		7,180,629			407,000
Loan payable to related party, current portion		(302,296	)		(407,000	)
Total loans payable to related parties		6,878,333			-

On August 5, 2022, the Company acquired Mig Marine Corporation (“Mig Marine”), from the Company’s former President and majority shareholder. The Company agreed to pay $6,833,333 in exchange for all the shares of Mig Marine Corporation in a 100% seller-financed transaction. A ten percent (10%) deposit of $638,333 will be payable on or before August 05, 2023. The balance will be by a promissory note in the amount of $6,195,000. This sixty-month note matures on August 05, 2027, requires monthly payments of $120,488, carries an interest rate of 6.25%, and is secured by the assets of Mig Marine Corporation. The loan balance on December 31, 2022, including accrued interest, was $7,004,629. During the year ended December 31, 2022, the Company accrued interest of $126,296 and did not make any principal and interest payments, leaving a balance outstanding of accrued interest only of $126,296 at December 31, 2022.

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 matures in December 2021, requires monthly payments of $74,000, carries an interest rate of 6.25%, and is secured by the assets of Intellitronix Corporation. The loan balance on December 31, 2020, including accrued interest, was $2,130,000. During the year ended December 31, 2021, the Company accrued interest of $89,000 and made principal and interest payments of $1,812,000, leaving a balance outstanding of accrued interest only of $407,000 at December 31, 2021. This loan was accounted for at the holding company level and at the Intellitronix subsidiary level. Appropriate eliminations were made as part of consolidation. The loan was paid in full in 2022.

On August 5, 2022, The Company acquired MIG Marine and assumed 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 the majority shareholder and another for $76,000 from The Company’s President & CEO, both these loans are non-interest-bearing loans.

b. As of December 31, 2022, The Company accrued $126,296 in interest payable to the majority shareholder, Paul Spivak; this is in relation to the August 5, 2022, acquisition of MIG Marine.

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

F-12

NOTE 7 – LOANS PAYABLE TO RELATED PARTIES

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

	2023			2022
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		$	7,004,629
Loans payable to Paul Spivak issued in at various dates in 2022 and 2023. The loans are at zero percent interest and are payable on demand.		153,167			100,000
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.		27,445			-
Loans payable to Anthony R. Corpora issued in October and December 2022 and July and August 2023. $76,000 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%.		303,037			76,000
Loans payable to Michael A. Coates, the Company’s CFO, issued at various dates in 2023. The notes are payable over periods of 60 to 84 months with interest rates ranging from 11.42% to 19.49%.		206,730			-
Total loans payable to related parties		5,690,379			7,180,629
Less: current portion		(116,362	)		(176,000	)
Loans payable to related parties, long-term	$	5,574,017		$	7,004,629

F-13

NOTE 8 – LOANS PAYABLE

WeLoans payable ~~have the following outstanding loan~~ as of December 31,2023 and 2022 are as follows:

	December 31,			December 31,
	2023			2022
	2022			2021
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.	$	256,184		$	259,450
Real Estate loan (a)	$	259,450		$	260,000
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%.		45,109			59,671
Vehicle loans (b)		59,671			63,000
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 secured by the former CEO.		14,036			122,135
Working capital (c)		122,135			25,000
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%.		15,555			-
Convertible note		0			58,000
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 a n 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.		106,213			-
Total loans payable		~~441~~437,~~256~~097			~~426~~441,~~000~~256
Loans payable, current portion		(140,905	)		(344,000	)
Less: current portion		(169,634	)		(140,905	)
Loans payable, net of current portion	$	280,000		$	82,000
Loans payable, long term	$	267,463		$	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 Chief Executive Officer, and secured by the Company’s real estate. The loan balance on December 31, 2022, was $259,450. During the year ended December 31, 2022, the Company made principal payments of $3,084 leaving a total of $259,450 owed at December 31, 2022.

(b) The Company purchases vehicles for employees and research and development activities. Generally, vehicles are sold or traded in at the end of the vehicle loan period. The aggregate vehicle loan balance on two vehicles was $59,671 at December 31, 2022, with an original loan period of 72 to 144 months, and interest rates of zero percent to 10.99%.

(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 secured by both the majority shareholder and the current CEO. The loan balance on December 31, 2022, was $122,135. During the year ended December 31,2022, the Company made principal payments of $23,369, and interest payments of $61,497.

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

2022	$	82,000
2023	$	140,905
2024	$	44,000
2025	$	44,000
2026	$	44,000
Thereafter	$	86,351
Total	$	441,256

NOTE 9 – CONVERTIBLE SECURED NOTE PAYABLE

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. During the year 2022, this note was reclassified to accounts payable.

F-1314

NOTE 10 – SHAREHOLDERS’ EQUITY

Common shares issued for cash

During the year ended December 31, ~~2022~~2023, and ~~2021~~2022, the Company received proceeds of $~~141~~183,~~150~~485 and $~~301~~140,000 on the private placement of 12,~~439~~675,000 and 21,~~012~~400,000 shares of common stock, at an average price ofbetween $0.10 and $0.15 per share, respectively.

During the ~~year~~years ended December 31, 2023 and 2022, the Company issued ~~647~~176,363 and 686,090 shares of common stock, respectively, for services for a total non-cash expense of $7017,~~630~~641 and $71,780, respectively.

Summary of Warrants

~~There~~In 2023, ~~were~~we noissued ~~warrants~~to ~~granted~~Alumni orCapital ~~exercised~~LP ~~during~~a ~~2022.~~warrant ~~Warrants~~to acquire up to 6,666,667 shares of our stock for a five-year term. The per share warrant ~~the~~exercise ~~period~~price ~~ended~~is ~~December~~not 31fixed, ~~2022,~~but ~~are~~is instead determined at the time of exercise by dividing $15.0 million by the number of shares of our common stock then outstanding.

NOTE 11 – INCOME TAXES

At December 31, ~~2021~~2023, the Company had available Federal and state net operating loss carryforwards to reduce future taxable income. The federal ~~amounts~~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 January 1, 2007, the Company adopted FASB guidelines that address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of December 31, 2022, and 2021, the Company did not have a liability for unrecognized tax benefits, and no adjustment was required at adoption.

The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of December 31, 2022, and 2021, the Company has not accrued interest or penalties related to uncertain tax positions. Additionally, tax years 2018 through 2022 remain open to examination by the major taxing jurisdictions to which the Company is subject.

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

F-14

The Company’s effective income tax rate differs from the amount computed by applying the federal statutory income tax rate to loss before income taxes as follows:

	December 31,			December 31,
	2022			2021
Income tax benefit at federal statutory rate		(21.0	)%		(21.0	)%
State income tax benefit, net of federal benefit		(6.0	)%		(6.0	)%
Change in valuation allowance		27.00	%		27.00	%
Income taxes at effective tax rate		-	%		-	%

	December 31,			December 31,
	2022			2021
The components of deferred taxes consist of the following:
Net operating loss carryforwards	$	8,990,320		$	1,500,000
Deferred Tax Asset		2,427,386			405,000
Less: Valuation allowance		(2,427,386	)		(405,000	)
Net deferred tax assets	$	-		$	-

NOTE 12 – LEGAL PROCEEDINGS

There were no reportable legal proceedings initiated, or material developments in previously reported legal proceedings for the year ended December 31, ~~2022~~2023.

NOTE 13 – SUBSEQUENT EVENTS

OnSubsequent to ~~June~~the 8,time ~~2021,~~period ~~Paul Spivak, former Chief Executive Officer~~ of the ~~Company~~ ~~was~~financial ~~arrested for conspiracy to commit securities fraud. Upon his arrest~~statements, the Company ~~learned~~received ~~that~~additional onloans ~~June~~payable 7,to ~~2021,~~related aparties ~~Criminal Complaint~~totaling ~~was filed against Mr~~$229,050. ~~Spivak~~Each such inloan ~~the~~is ~~United~~non-interest-bearing ~~States~~and ~~District~~payable ~~Court~~on ~~for the Northern District of Ohio~~demand.

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 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.

Subsequent to the time period of the financial statements, the Company has launched its Futuro Houses line of molded fiberglass homes and started generating revenue.

Subsequent to the time period of the financial statements, the Company received additional loans payable to related parties totaling $65,000.00. Each such loan is non-interest-bearing and payable on demand.

F-15

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

We did not have any reportable events or disagreements with our independent accountants.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management team, with the participation of our chief executive officer, Anthony Corpora, and chief financial officer, ~~Donald~~Michael OA. ~~Retreage~~Coates, ~~Jr.,~~ evaluated the effectiveness of the design and operation of USLG’s disclosure controls and procedures (as defined under the Securities Exchange Act) as of December 31, ~~2022~~2023. Based upon this evaluation, Messrs. Corpora and ~~Retreage~~Coates concluded that the company’s disclosure controls and procedures were effective as of December 31, ~~2022~~ 2023.

Management’s Annual Report on Internal Control Over Financial Reporting

The USLG management team is responsible for establishing and maintaining adequate internal control over financial reporting (as defined under the Securities Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements.

Our management team, with the participation of Messrs. Corpora and ~~Retreage~~Coates, assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2022~~2023. In making this assessment, management used the criteria designated by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013). Based upon this evaluation, Messrs. Corpora and ~~Retreage~~Coates concluded that the company’s disclosure controls and procedures were effective as of December 31, ~~2022~~2023.

Because USLG is a “smaller reporting company” as defined by the SEC we are not required to include an attestation report of our independent registered public accounting firm regarding our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

~~There~~Other than remediation of our material weakness as of September 30, 2023, 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 fourth ~~fiscal~~ quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

We have disclosed on Form 8-K all reportable events that occurred in the quarter ended December 31, ~~2022~~2023.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

The disclosure required by this item is not applicable to USLG.

1421

Part III

Item 10. Directors, Executive ~~Officers~~Oﬃcers and Corporate Governance.

Our Management Team

The following table provides summary information about our board members and executive officers. All directors serve until the next annual meeting of shareholders or until their successors are elected and qualified. Officers are appointed by our board of directors and their terms of office are at the discretion of our board.

Name	Age	Title	Joined USLG
Anthony Corpora	47	Chief Executive Officer, President and Director	08-09-2021
Anthony R. Corpora	48	Chief Executive Officer, President and Director	08-09-2021
Donald O. Retreage, Jr.	69	Chief Financial Officer	09-06-2022
Michael A. Coates	47	Chief Financial Officer	01-30-2023
Michael A. Coates	46	Corporate Controller and Treasurer	02-13-2023
Patricia A. Salaciak	76	Director of Marketing and Director	02-02-2022
Patricia A. Salaciak	75	Director of Marketing and Director	02-02-2022
Olga Smirnova	41	Vice President of Finance and Administration, Corporate Secretary and Director	08-09-2021
Olga Smirnova	40	Vice President of Finance and Administration, Corporate Secretary and Director	08-09-2021

Biographical information about our board members and executive officers is summarized below.

Anthony Corpora, Chief Executive Officer, President and Director

Mr. Corpora ~~initially~~ joined ~~the~~USLG ~~company~~ as ~~part of~~ the ~~Cortes Campers~~CEO, ~~research~~president and ~~development~~a ~~team.~~director ~~Prior to that, Mr~~in 2021. ~~Corpora~~ ~~worked for Mayfield City Schools.~~ Mr. Corpora ~~started~~oversees ~~his career~~USLG ~~as a transition specialist where he spent twelve years running a sheltered workshop~~ and ~~business~~its ofsubsidiaries ~~50 employees and roughly 60 ongoing customers~~collectively. ~~Work~~He ~~for~~has ~~the~~a ~~sheltered~~strong ~~workshop~~dynamic ~~was~~leadership ~~subcontracted~~background ~~through~~that ~~local~~is ~~industry. At the workshop~~strategic, ~~Mr. Corpora was responsible~~ ~~for the bidding~~democratic, ~~turnaround~~transformational ~~times,~~and ~~quality~~motivational. ~~control,~~These ~~records,~~leadership ~~payroll,~~traits ~~employee~~intrinsically ~~conduct,~~develop ~~safety,~~a ~~and~~holistic ~~building~~growth-mindset ~~relationships~~within ~~with~~ the ~~businesses.~~company ~~Mr. Corpora~~to ~~also~~develop ~~spent~~ the ~~last~~team ~~several~~that ~~years~~will atcontinue ~~Mayfield~~driving ~~Schools~~and inexecuting athe ~~heavy~~vision ~~coordination~~of ~~role~~USLG. asPrior ~~vocational~~to ~~special~~joining ~~education coordinator and was responsible for placement~~USLG, ~~programming, and employment outcomes for students with disabilities in both career and technical and vocational training.~~ Mr. Corpora ~~also~~worked ~~served~~for ~~as the crisis prevention instructor, serving seven schools in the district coordinating~~Mayfield ~~staff~~City ~~training~~Schools and ~~certifications,~~he ~~reviewing~~utilizes ~~staff~~his ~~and~~21 ~~student~~years ~~conduct,~~of ~~restructuring~~intense ~~crisis prevention and response in each~~ public-school, ~~updating and~~background ~~developing board policy on seclusion~~ and ~~restraint,~~experience ~~updating~~to ~~and~~drive ~~redefining~~the ~~roles~~same ~~with~~leadership ~~staff,~~ and ~~serving as a consultant to the Mayfield~~management ~~Schools~~principles ~~administration~~at ~~and central office staff~~USLG. Mr. Corpora ~~also~~holds ~~was~~ a ~~head~~master’s ~~coach~~degree in ~~three~~educational ~~sports~~leadership atfrom ~~Mayfield~~Ursuline ~~Schools~~College. ~~and~~Notable ~~has over~~milestones ~~twenty~~under ~~years of coaching experience.~~ Mr. Corpora’s ~~education~~leadership ~~includes~~were adriving ~~Bachelor~~revenues ofto ~~Science~~over in$1.0 ~~Education~~million ~~from~~for ~~Kent~~the ~~State~~second ~~University, a~~half ~~Master~~ of ~~Science~~2022 inand ~~Educational~~over ~~Administration~~$1.2 ~~from~~million for ~~Ursuline~~the ~~College,~~first aquarter ~~Transition~~of ~~to Work Endorsement~~2023, ~~and Principal~~USLG’s ~~License~~best quarter ever. Mr. Corpora ~~has~~continues anto ~~extensive~~drive ~~background~~the inday-to-day ~~leadership~~operations of USLG and leads ~~management~~planning and ~~values~~preparation ~~vision,~~with ~~collaboration,~~his ~~communication,~~team for the long-term growth and ~~integrity~~success of the company.

~~Donald~~Michael OA. ~~Retreage~~Coates, ~~Jr.,~~ Chief Financial Officer

Mr. ~~Retreage~~Coates ~~most~~joined ~~recently~~the ~~served~~company as ~~senior~~controller ~~vice~~in ~~president~~February 2023 and was promoted to chief financial officer ofin ~~Lightpath~~December ~~Technologies, Inc~~2023. ~~from~~He ~~2018~~is ~~through~~responsible ~~2021~~for ~~where~~directing heand ~~drove~~coordinating ~~finance~~our ~~and~~ accounting ~~strategies~~functions, managing the consolidation of financial data for ~~domestic~~ accurate reporting and ~~international~~analysis, ~~(China~~and preparing internal and ~~Latvia)~~external ~~operations~~financial statements. Prior to ~~that~~joining USLG, heMr. Coates ~~served~~was asa senior ~~vice~~tax ~~president~~analyst ofat ~~Houser~~PNC ~~Logistics~~Private Bank Hawthorn, ~~where~~a hebusiness ~~was~~dedicated ~~responsible for~~to ~~aligning~~serving ~~strategic~~the ~~initiatives~~needs ~~with~~of ~~corporate~~individuals and ~~targets~~families ~~for~~with ~~customer~~investable ~~service,~~assets ~~revenue,~~in ~~and~~excess ~~cost~~of ~~control~~$20 million. InBefore ~~2017,~~ Mr. ~~Retreage~~Coates transitioned to the senior tax analyst role in 2016, he was a ~~financial~~wealth ~~specialist~~strategist at ~~Robert~~PNC ~~Half / Accountemps,~~for ~~and~~more ~~from~~than ~~2016~~nine years. Prior to ~~2017~~joining PNC, he ~~served~~was as a ~~senior~~staff ~~business~~accountant ~~consultant~~at ~~for International~~a ~~Services~~regional ~~Inc~~public accounting firm., ~~where~~He heis ~~worked~~a ~~with~~certified ~~business~~public ~~owners~~accountant, toa ~~develop~~certified ~~management~~financial ~~processes~~planner, ~~practices,~~ and ~~policies~~a tomember ~~drive~~of ~~profitability~~ the Ohio Society of CPAs and ~~grow~~the ~~businesses~~American Institute of Certified Public Accountants. HeMr. Coates ~~received~~holds a ~~Bachelor~~Master of ~~Science in~~ Business Administration, in Accounting and ~~Finance~~a ~~from~~Bachelor ~~University~~ of ~~Louisiana~~Business Administration atfrom ~~Lafayette.~~Cleveland ~~Mr. Retreage~~State isUniversity ~~experienced~~and inserved ~~directing~~five ~~international~~years ~~business~~in ~~operations~~the ~~and~~US ~~aligning~~Navy. ~~strategic~~Mr. Coates’s ~~initiatives~~experience ~~with corporate~~and ~~targets~~expertise ~~for~~will ~~revenue,~~strengthen our ~~cost~~analysis ~~control,~~ and ~~employee~~reporting ~~development~~functions ~~and~~as ~~engagement~~our business grows.

~~Michael A. Coates, Corporate Controller and Treasurer~~22

Mr. Coates is responsible for directing and coordinating our accounting functions, managing the consolidation of financial data for accurate reporting and analysis, and preparing internal and external financial statements. Prior to joining USLG, Mr. Coates was a senior tax analyst at PNC Private Bank Hawthorn, a business dedicated to serving the needs of individuals and families with investable assets in excess of $20 million. Before Mr. Coates transitioned to the senior tax analyst role in 2016, he was a wealth strategist at PNC for more than nine years. Prior to joining PNC, he was a staff accountant at a regional public accounting firm. He is a certified public accountant, a certified financial planner, and a member of the Ohio Society of CPAs and the American Institute of Certified Public Accountants. Mr. Coates holds a Master of Business Administration in Accounting and a Bachelor of Business Administration from Cleveland State University and served five years in the US Navy. Mr. Coates’s experience and expertise will strengthen our analysis and reporting functions as our business grows.

Patricia A. Salaciak, Director of Marketing and Director

Mrs. Salaciak has served as our marketing director since April 2019 and joined our board ~~last~~in ~~year~~February 2022. Mrs. Salaciak is a results-driven marketing and communications leader, having worked extensively with international companies. Prior to joining USLG, she gained more than sixteen years of experience in marketing communications with a global refractory metals solutions and manufacturing company overseeing market planning and communication, brand awareness, market research, product launches, and public relations. Mrs. Salaciak spent twenty years working as an IT professional with a global paint and coatings company. She holds an Associate Degree in Applied Business and an Associate Degree in Graphic Design from Lakeland Community College in Kirtland, Ohio. She attended Lake Erie College in Painesville, Ohio majoring in Business and Accounting. Mrs. Salaciak brings keen marketing, sales, and ~~sales~~public relations insights to our board of directors.

Olga Smirnova, Vice President of Finance and Administration, Corporate Secretary and Director

Ms. Smirnova has been involved with USLG since its inception and joined our board in 2021. Her roles with the company have included logistics manager, head of procurement, and more recently, vice president of finance and administration. Ms. Smirnova also served as director of logistics and international operations as well as finance director of Intellitronix Corporation, a former subsidiary of USLG. ~~Ms. Smirnova~~She has ~~over~~significant ~~fifteen years of combined~~ business experience in the United States and Europe, which allowed her to design and implement flexible and resilient supply chain and organizational planning solutions for domestic manufacturing companies, as well as several European import companies. Ms. Smirnova’s education includes a master’s degree in Linguistics and Intercultural Communications from St. Petersburg State University of Culture in Russia. Her strong experience in setting up international business networks, supply chain management, and integrated global solutions makes her an asset to USLG as we expand into global markets. Ms. Smirnova is married to Paul Spivak, a significant shareholder of USLG and the company’s former chief executive officer. Mr. Spivak and Ms. Smirnova are the subject of an indictment alleging violations of the Securities Act of 1933. Both Mr. Spivak and Ms. Smirnova have pled not guilty, vehemently deny the charges, and are defending themselves aggressively. For more information about the case, please turn to Legal Proceedings on page 915.

Board Committees

Because our board of directors has only three members, all of whom also serve as officers of the company, we do not currently have audit, compensation or other board committees. As our business expands, we intend to add independent members to our board and form appropriate committees.

Code of Ethics

We have adopted a code of ethics and business conduct that applies to our directors and officers (including our chief executive and financial officers). Our code of ethics is reasonably designed to deter wrongdoing and to promote: (1) honest and ethical conduct; (2) full and accurate disclosure in reports that we file with the SEC; (3) compliance with applicable governmental laws, rules and regulations; (4) the prompt internal reporting of violations of the code to our chief compliance officer; and (5) accountability for adherence to the code. Our code of ethics is available on our website at www.USLightingGroup.com.

~~Delinquent~~Insider ~~Section~~Trading ~~16(a)~~Arrangements ~~Reports~~and Policies

~~Section 16(a)~~We ofhave ~~the~~adopted ~~Securities~~an ~~Exchange~~insider ~~Act~~trading ~~requires~~policy that governs the ability of our directors, ~~executive~~ officers and ~~persons~~employees ~~who~~to ~~own~~purchase, ~~more~~sell ~~than~~or ~~10%~~dispose of ~~our common~~ stock toor ~~file~~other ~~with~~securities ~~the~~of ~~SEC~~USLG. ~~initial~~Under ~~reports~~the ofpolicy, ~~ownership~~our ~~and reports~~board ofmembers ~~changes~~and inexecutive ~~ownership~~officers ofare ~~our~~only ~~common~~permitted ~~stock.~~to ~~Upon~~trade ~~joining the board~~ in ~~February~~our ~~2022,~~stock ~~Patricia~~during ~~Salaciak~~prescribed ~~failed~~“open towindow” ~~file~~periods ~~her~~and ~~initial Form~~generally 3,only ~~but~~after ~~subsequently~~obtaining ~~made~~pre-clearance for the ~~required filing~~transaction. ~~Donald~~We ~~Retreage~~believe ~~failed~~that tothe ~~file~~policy ~~his~~is ~~initial~~reasonably ~~Form~~designed 3to ~~upon~~promote ~~joining~~compliance ~~USLG~~with ~~as chief financial officer~~insider intrading ~~September 2022~~laws, ~~but~~rules ~~later~~and ~~that~~regulations, ~~month~~and ~~filed~~the arequirements ~~Form~~of 4the ~~reporting his stock ownership~~OTC. ~~Based~~None ~~solely~~of on our ~~review~~directors ofor ~~Forms~~executive 3officers ~~and~~traded 4our ~~filed~~shares or ~~with~~related ~~the SEC~~securities, weor ~~believe~~entered ~~that~~into ~~all~~an ~~other~~arrangement ~~Section~~to ~~16(a)~~trade ~~filing~~our ~~requirements~~securities, ~~were met timely~~ in ~~2022~~2023.

1623

Item 11. Executive Compensation.

Compensation of Our Executive Officers

The following table summarizes information with respect to compensation earned by our chief executive and financial officers in ~~2022~~2023 and ~~2021~~2022.

Name and Principal Position	Year	Salary		Deferred Compensation		Total
Anthony Corpora (1)	~~2022~~2023	$	95126,~~193~~442	$	1056,~~577~~539	$	~~105~~182,~~770~~981
Chief Executive Officer	~~2021~~2022	$	3495,~~000~~193	$	—10,577	$	34105,~~000~~770
Donald O. Retreage, Jr.(2)	2022	$	26,154		—	$	26,154
Michael A. Coates (2)	2023	$	79,0867	$	46,154	$	125,241
Chief Financial Officer	~~2021~~2022		—		—		—
Steve E. Eisenberg (3)	2022	$	87,524		—	$	87,524
Former Chief Financial Officer	2021	$	122,000		—	$	122,000

1. Mr. Corpora joined USLG as our chief executive officer on August 9, 2021. To assist the company to conserve cash, Mr. Corpora agreed to defer payment of $10,577 of his salary in 2022.

	1.	To assist the company in conserving conserve cash, Mr. Corpora agreed to defer payment of $56,539 of his salary in 2023 and $10,577 in 2022. These amounts remain unpaid.
	2.	Mr. Coates joined the company as controller in February 2023 and was promoted to chief financial officer in December 2023. To assist the company in conserving conserve cash, Mr. Coates agreed to defer payment of $46,154 of his salary in 2023. This amount remains unpaid.

2. Mr. Retreage joined USLG as our chief financial officer on September 6, 2022.

3. Mr. Eisenberg resigned as our chief financial officer on August 30, 2022.

We do not have employment, retirement or change-of-control agreements with any of our executive officers.

Compensation of Our Directors

Our directors are all officers of the company and are compensated as employees, but do not receive any additional compensation for serving as members of our board. Mr. Corpora’s compensation for serving as our CEO is described above under Compensation of Our Executive Officers.

Item 12. Security Ownership of Certain ~~Beneficial~~Beneﬁcial Owners and Management and Related Stockholder Matters.

The following table summarizes information about ownership of our common stock by each of our directors and executive officers, all of our directors and executive officers as a group, and each other person who we know beneficially owns more than 5% of our stock. The information is as of March 1, ~~2023~~2024. On that date there were ~~100~~102,~~934~~786,~~825~~188 shares of our stock issued and outstanding.

The address of each beneficial owner listed in the table is c/o US Lighting Group, Inc., 1148 East 222nd Street, Euclid, Ohio 44117.

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes, we believe, based on the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to all shares of stock that they beneficially own, subject to applicable community property laws.

Shareholder	Shares Held		Percentage
Anthony Corpora, Chief Executive Officer and Director		200,000		0.2	%
Donald O. Retreage, Jr., Chief Financial Officer		1,000		*
Michael A. Coates, Chief Financial Officer		534,930		0.5	%
Michael A. Coates, Controller and Treasurer		534,930		0.5	%
Patricia A. Salaciak, Director of Marketing and Director		100,000		0.1	%
Olga Smirnova, Corporate Secretary and Director**		1,000,000		1.0	%
All Directors and Executive Officers as a Group		1,~~835~~834,930		1.8	%
Paul Spivak, former Chief Executive Officer**		50,316,200		49.90	%

* Less than 0.1%

	*	Less than 0.1%
	**	Ms. Smirnova is married to Mr. Spivak, the company’s former CEO. The reported shares held does not include USLG stock owned by his or her spouse.

** Ms. Smirnova is married to Mr. Spivak, the company’s former CEO. The reported shares held does not include USLG stock owned by his or her spouse.

Change in Control Arrangements

We are not aware of any arrangements that would result in a change in control of USLG.

Equity Compensation Plans

WeThe dofollowing ~~not~~table ~~maintain~~summarizes ainformation ~~formal~~about our equity compensation ~~plan, but have issued~~ ~~stock~~plans ~~bonuses~~at toDecember ~~our~~31, ~~employees from time-to-time~~2023. ~~These stock bonuses were not required to be approved by our shareholders.~~

Plan Category	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by shareholders		10,000,000	*
Equity compensation plans not approved by shareholders		—	**
Total		10,000,000	*

On September 29, 2023, our board adopted the company’s 2023 Equity Incentive Plan, which was approved by our shareholders on December 29, 2023. The plan provides for up to 10.0 million equity grants, including shares, restricted shares, tax qualified options, non-qualified options, stock appreciation rights, and other equity-based grants. The plan allows for grants to the directors, executive officers, other employees, and consultants of USLG and its subsidiaries. The term of the plan is ten years. Initially our board of directors will administer grants under the plan, but the company grows the board expects to form a compensation committee to administer the plan. The plan was only recently approved by our shareholders, and we have issued any securities under the plan, and there are no plan options, warrants or rights outstanding.

We have previously issued stock bonuses to our employees from time-to-time that are not part of a formal equity plan. These stock bonuses were not required to be approved by our shareholders.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Review and Approval of Transactions with Affiliates and Director Independence

Our board has adopted a written policy for the approval of transactions between USLG and its directors, executive officers, and shareholders owning more than 5% of the company’s stock, and each of their respective immediate family members, where the amount involved in the transaction is more than $10,000. The policy provides that our board must review transactions subject to the policy and determine whether to approve or ratify those transactions. If a director, or an immediate family member of a director, is involved in the transaction, then the remaining independent directors will review the transaction. In determining whether to approve a transaction with a related party, our independent directors will consider, among other factors they believe to be relevant: (1) whether the transaction is in the ordinary course of business of USLG; (2) whether the transaction with the related party is on terms no less favorable to the company than terms that could have been reached with an unrelated third party; and (3) the purpose of, and the potential benefits to USLG of, the related party transaction. Certain types of transactions are treated as pre-approved pursuant to standing pre-approval guidelines established by the board. Our related party transaction policy is available on our website at www.USLightingGroup.com.

The members of our board of directors are also officers and employees of USLG and, as a result, are not considered to be independent directors. Although companies traded on the OTC Pink Market are not required to have independent board members, as our business expands we intend to add members to our board who qualify as independent under the OTCMarkets’ OTCQX Rules for U.S. Companies.

Transactions with Affiliates ~~in 2022 and 2021~~

InWorking ~~2022,~~Capital Anthony Corpora, our CEO and a member of our board, loaned $76,000 to USLG to fund operations while the Cortes Campers business was ramping up. The loan is interest free and is payable on demand. The entire amount was outstanding on December 31, 2022.Loans

~~Paul~~Although ~~Spivak~~USLG is ~~the~~generating ~~founder~~revenues and achieved a ~~significant~~profit ~~shareholder~~for the first quarter of ~~USLG.~~2023, ~~He served~~we ascontinue ~~our~~to ~~CEO~~experience ~~and~~capital ~~sole~~shortages ~~member~~while ofexpanding ~~our~~Cortes ~~board~~Campers ~~until~~production heand ~~stepped~~introducing ~~down~~additional product ~~from~~lines. ~~both~~To ~~positions~~help onaddress ~~August~~these 9capital needs, ~~2021~~Anthony R. HeCorpora, ~~remains~~our anchief ~~employee~~executive officer, ~~involved primarily~~and inPaul ~~design~~Spivak, ~~and~~the ~~production.~~founder ~~Mr. Spivak~~and a issignificant ~~married~~shareholder toof ~~board~~USLG, ~~member~~provided ~~Olga~~interest ~~Smirnova.~~free Asloans to the company’s ~~founder~~in 2023 and 2022, weand ~~have engaged~~Michael inA. aCoates, ~~number~~our orchief ~~transactions~~financial officer, ~~with~~provided ~~Mr. Spivak~~interest asfree ~~described~~loans ~~below~~to the company in 2023.

In 2023, Mr. Corpora loaned the company $50,238, and had loaned $76,000 to the company in 2022. These loans are interest free and are payable on demand. The entire amount of these loans was outstanding on December 31, 2023.

In 2023, Mr. Spivak loaned the company $53,167, and loaned $100,000 to the company in 2022. These loans are interest free and are payable on demand. The entire amount of these loans was outstanding on December 31, 2023. Mr. Spivak loaned the company an additional $209,050 during the first quarter of 2024.

In 2023, Mr. Coates loaned the company $13,000. This loan is interest free and payable on demand. Mr. Coates loaned the company an additional $20,000 during the first quarter of 2024.

In addition, in 2023 Mr. Corpora and Mr. Coates generously volunteered to take out personal loans and make those funds available to USLG to support the company’s operations.

On May 24, 2023, Mr. Corpora obtained a personal loan in the original principal amount of $97,920 from Pinnacle Bank and provided these funds to USLG. Mr. Corpora executed an unsecured promissory note payable to Pinnacle Bank evidencing the loan in the original principal amount of $97,920, bearing annual interest of 14.49%, and with 84 monthly payments of $1,861.63 commencing on June 25, 2023, with the final payment on May 25, 2030. On July 17, 2023, we entered into an unsecured “pass-through” promissory note with Mr. Corpora that provides for repayment to him on the same terms as the Pinnacle loan, without markup or profit. During 2023, we repaid Mr. Corpora $12,995 under this note, and on December 31, 2023 there was $93,027 in principal remaining outstanding under the note.

On May 4, 2023, Mr. Coates obtained a personal loan in the original principal amount of $50,000 less an origination fee of $1,745 from Cross River Bank and provided these funds to USLG. Mr. Coates executed a loan agreement and promissory note payable to Cross River Bank evidencing the loan in the original principal amount of $50,000, bearing annual interest of 11.42%, and with 59 monthly payments of $1,097.62 commencing on June 3, 2023 with a final payment of $1,104.58 on June 3, 2028. On July 17, 2023, we entered into an unsecured “pass-through” promissory note with Mr. Coates that provides for repayment to him on the same terms as the Cross River loan, without markup or profit. During 2023, we repaid Mr. Coates $7,683 under this note, and on December 31, 2023 there was $45,492 in principal remaining outstanding under the note.

On August 17, 2023, Mr. Corpora obtained a personal loan in the original principal amount of $89,000 from SoFi Bank, N.A. and provided these funds to USLG. On August 17, 2023, Mr. Corpora executed a loan agreement with SoFi Bank evidencing the loan in the original principal amount of $89,000, bearing annual interest of 18.36%, and with 48 monthly payments of $2,631.53 commencing on September 17, 2023, with the final payment on August 17, 2027. On September 29, 2023, we entered into an unsecured “pass-through” promissory note with Mr. Corpora that provide for repayment to him on the same terms as the SoFi loan, without markup or profit. During 2023, we repaid Mr. Corpora $7,890 under this note, and on December 31, 2023 there was $83,773 in principal remaining outstanding under the note.

On August 29, 2023, Mr. Coates obtained a personal loan in the original principal amount of $75,000 less a loan origination fee of $4,500 from SoFi Bank, N.A. and provided these funds to USLG. On August 29, 2023, Mr. Coates executed a loan agreement with SoFi Bank evidencing the loan in the original principal amount of $75,000, bearing annual interest of 13.35%, and with 60 monthly payments of $1,724.11 commencing on October 5, 2023, with the final payment on September 5, 2028. On September 29, 2023, we entered into an unsecured “pass-through” promissory note with Mr. Coates that provide for repayment to him on the same terms as the SoFi loan, without markup or profit. During 2023, we repaid Mr. Coates $5,153 under this note, and on December 31, 2023 there was $72,321 in principal remaining outstanding under the note.

On September 1, 2023, Mr. Coates obtained a personal loan in the original principal amount of $77,250 from Pinnacle Bank, N.A. and provided these funds to USLG. On September 1, 2023, Mr. Coates executed an unsecured promissory note payable to Pinnacle Bank evidencing the loan in the original principal amount of $77,250, bearing annual interest of 19.49%, and with 84 monthly payments of $1,691.79 commencing on October 1, 2023, with the final payment on September 1, 2030. On September 29, 2023, we entered into an unsecured “pass-through” promissory note with Mr. Coates that provide for repayment to him on the same terms as the Pinnacle loan, without markup or profit. During 2023, we repaid Mr. Coates $5,075 under this note, and on December 31, 2023 there was $75,917 in principal remaining outstanding under the note.

On April 18, 2023, Mrs. Smirnova 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.

Accounts Payable

To help address our capital needs while expanding Cortes Campers production and introducing additional product lines, several of our directors, officers and employees have paid for company expenses personally and deferred reimbursement. As of December 31, 2023, account payable included: $34,417 payable to our CEO Anthony Corpora; $36,576 to our CFO Michael Coates; $12,586 to director Olga Smirnova; and $26,567 to our founder and significant shareholder Paul Spivak.

Deferred Compensation

~~Beginning~~Our incurrent ~~January~~officers ~~2018,~~and ~~Mr. Spivak~~former ~~voluntarily~~chief executive officer have voluntarily elected to defer a portion of ~~his~~their salary to help the company conserve cash. In ~~2021 Mr. Spivak deferred $94~~2023,~~000~~ ~~and~~our inCEO ~~2022~~Anthony weCorpora ~~paid~~deferred $~~411~~56,~~000~~539 of ~~the~~his ~~previously deferred~~ salary, toand ~~him.~~the ~~The~~ balance of deferred compensation owed to Mr. ~~Spivak~~Corpora was $~~125~~67,~~167~~116 on December 31, 2023. In 2023, our CFO Michael Coates deferred $46,154 of his salary, all of which remained unpaid on December 31, 2022. In 2023, Paul Spivak, our founder and a significant shareholder, deferred $~~536~~38,~~000~~462 of his salary, and the balance of deferred compensation owed to Mr. Spivak was $163,629 on December 31, ~~2021~~2023.

Loans

Mr. Spivak has made several loans to USLG to support operations. In 2022, he loaned $100,000 to USLG to fund operations while the Cortes Campers business was ramping up. The loan is interest free and is payable on demand. The entire amount was outstanding on December 31, 2022. In April 2020, Mr. Spivak loaned the company $408,000 bearing 6.0% interest. This loan had a term of twelve months and was repaid in full in 2021. In 2017, Mr. Spivak loaned the company $125,000 interest free, which we repaid in full in 2021.

In December 2016, we acquired Intellitronix Corporation from Mr. Spivak for $4.0 million. Intellitronix was a manufacturer of automotive electronics with established product lines and distribution channels that were complimentary to USLG’s electronics manufacturing business at the time of the acquisition. The full amount of the purchase price was payable over sixty months and carried interest at 6.25%. Mr. Spivak agreed to extend a portion of the note and on December 31, 2021 there was a balance outstanding of accrued interest only of $407,000, which was paid in full in 2022.

MIGMarine Corporation

On August 5, 2022, we acquired MIGMarine Corporation (“Mig Marine”) from Mr. Spivak for $6,833,333. The purchase price was completely seller-financed: $638,333 (10%) was deferred for one year interest free and is due August 5, 2023; and we issued Mr. Spivak a promissory note in the amount of $6,195,000 for the remainder. The note bears interest at the rate of 6.25% per year and has a five-year term with monthly installments of principal and interest, with the final payment on August 5, 2027. Mig Marine is a fiberglass design and manufacturing company that had been providing fabrication and assembly services solely to Cortes Campers before the acquisition. By acquiring Mig Marine, we streamlined our manufacturing processes, improved production cycles, and positioned the company to meet the expected increase in demand for Cortes campers in 2023.

On July 1, 2020, we entered a two-year commercial lease agreement with Mig Marine to rent a portion of our manufacturing facilities to MIG for $5,000 per month. At the time, Mig Marine was owned by Mr. Spivak. Mig Marine provided manufacturing services to the company and the lease was efficient for both USLG and Mig Marine. Under this arrangement we received lease payments of $35,000 in 2022 and $60,000 in 2021. When we acquired Mig Marine from Mr. Spivak in 2022 we cancelled the lease. In 2022, Cortes Campers paid Mig Marine $181,400 for campers completed by Mig Marine before the acquisition. We did not pay Mig Marine for any services in 2021. From April to July of 2022, USLG provided administrative services to Mig Marine for $1,000 a month, or $4,000 in total.

Patents

~~Mr.~~ Our founder and significant shareholder Paul Spivak holds, or has applied for, a number of patents that are used or would be useful in our business. We are not currently paying Mr. Spivak for access to these patents and are ~~currently~~ in discussions with him to gain exclusive use of this intellectual property, which we believe will enable meaningful product ~~innovation~~ innovation and significant cost reductions in the current and future products. For more information, please turn to Business — ~~Patents~~ Patents on page 4.

In 2022, we paid $12,634 to patent counsel for legal services related to these patents, and were billed an additional $18,293, which has not yet been paid. In 2023, we paid patent counsel $7,020 for legal services related to these patents, and were billed an additional $19,611, which has not yet been paid.

MIGMarine Corporation

On August 5, 2022, we acquired MIGMarine Corporation (“Mig Marine”) from our founder Paul Spivak for $6,833,333. Mig Marine is a fiberglass design and manufacturing company that had been providing fabrication and assembly services solely to Cortes Campers before the acquisition. 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.

The Mig Marine purchase price was completely seller-financed: $638,333 (10%) was deferred for one year interest free and was due August 5, 2023; and we issued Mr. Spivak a promissory note in the amount of $6,195,000 for the remainder. The note bears interest at the rate of 6.25% per year and has a five-year term with monthly installments of principal and interest, originally commencing on September 5, 2022 with the final payment due on August 5, 2027. As we ramped up our camper business and reinvested revenues in the company, we failed to make any payments under the note in 2022 or the first quarter of 2023, and as a result were in default.

Reflecting his faith in USLG and in order to support the operations and continued growth of the company, Mr. Spivak waived the default, waived all interest accrued on the note for 2022 and 2023, and agreed to defer payment of the $638,333 deposit and payments on the note to January 2024, with the final note payment due December 1, 2028. Mr. Spivak provided the waiver and payment deferral on May 1, 2023, effective retroactively. Effective January 1, 2024, Mr. Spivak again generously agreed to waive all interest to accrue on the note for 2024 and to defer payments of the deposit and on the note to January 2025, with the final note payment due December 1, 2029.

Family Relationships

Paul Spivak is the founder and a significant shareholder of USLG. He served as our CEO and sole member of our board until he stepped down from both positions on August 9, 2021. He remains an employee, involved primarily in design and production. Mr. Spivak is married to board member Olga Smirnova.

Item 14. Principal Accountant Fees and Services.

BF Borgers CPA PC (“Borgers”) served as our principal independent registered public accounting firm in ~~2021 and in~~ 2022 until August 1, 2022, when we engaged Maloney + Novotny LLC (“M+N”) to serve as our independent public accounting firm. M+N resigned on November 30, 2022, and we reengaged Borgers on February 22, 2023 to audit our 2022 financial statements. On September 20, 2023, we engaged GBQ Partners LLC (“GBQ”), to serve as the company’s independent registered public accounting firm to audit our financial statements, and dismissed Borgers. The following table shows the fees billed by GBQ, Borgers and M+N for the years ended December 31, ~~2022~~ 2023 and ~~2021~~2022.

	Borgers				M+N		Total
	GBQ		Borgers				M+N		Total		Total
Fees	~~2022~~2023		~~2021~~2023		2022		2022		2023		2022
Audit Fees (1)	$	~~137~~67,~~500~~946	$	~~110~~66,000	$	23137,~~950~~500	$	~~161~~23,~~450~~950	$	133,946	$	161,450
Audit-Related Fees		—		—		—		—		—		—
Tax Fees (2)	$	2729,~~500~~565		~~3,000~~—		—		~~27,500~~—	$	29,565		—
All Other Fees		—		—		—		—		—		—
Total	$	~~165~~97,~~000~~511	$	~~113~~66,000	$	23137,~~950~~500	$	~~188~~23,950	$	163,511	$	161,450

1. Audit Fees consist of fees billed for professional services rendered for the audits of our financial statements and reviews of our interim consolidated financial statements included in quarterly reports.

	1.	Audit Fees consist of fees billed for professional services rendered for the audits of our financial statements and reviews of our interim consolidated financial statements included in quarterly reports.
	2.	Tax Fees consist of fees billed for professional services for tax compliance, tax advice and tax planning, including preparation of federal and state income tax returns.

2.Our ~~Tax~~board ~~Fees~~of ~~consist~~directors ofdoes ~~fees~~not ~~billed~~currently ~~for~~have ~~professional~~an audit committee, but all of the services ~~for~~provided ~~tax~~by ~~compliance,~~our ~~tax~~independent ~~advice~~public accounting firms in 2023 and ~~tax~~2022 ~~planning,~~were ~~including~~pre-approved ~~preparation~~by ofour ~~federal~~board. The decision to engage GBQ, Borgers and ~~state~~M+N ~~income~~to ~~tax~~serve ~~returns~~as our independent public accounting firms was approved by our board. Neither GBQ, Borgers nor M+N had any direct or indirect financial interest in USLG that would compromise their independence in either 2023 or 2022.

Our board of directors does not currently have an audit committee, but all of the services provided by our independent public accounting firms in 2022 and 2021 were pre-approved by our board. The decision to engage Borgers and M+N to serve as our independent public accounting firms was approved by our board. Neither Borgers nor M+N had any direct or indirect financial interest in USLG that would compromise their independence in either 2022 or 2021.29

Part IV

Item 15. Exhibit and Financial Statement Schedules.

(a)	Financial Statement Schedules (see Item 8 Financial Statements and Supplementary Data)

(b)

Exhibits

Exhibit		Description
2.1		Share Exchange Agreement dated May 26, 2016. Incorporated by reference to Exhibit 2.1 of the Company’s Form 10 filed with the Securities and Exchange Commission on September 28, 2020.
2.2		Purchase of Business Agreement for Intellitronix Corp. dated December 16, 2016. Incorporated by reference to Exhibit 2.2 of the Company’s Form 10 filed with the Securities and Exchange Commission on September 28, 2020.
2.3		Asset Purchase Agreement among Intellitronix Corporation, US Lighting Group, Inc., and Ohio INTX Cooperative dated May 14, 2021. Incorporated by reference to Exhibit 2.3 of the Company’s Form 8-K filed with the Securities and Exchange Commission on May 19, 2021.
2.4		Stock Purchase Agreement between US Lighting Group, Inc. and Paul Spivak dated August 5, 2022 (including Promissory Note dated August 5, 2022). Incorporated by reference to Exhibit 10.01 to the Company’s Form 8-K filed with the Securities and Exchange Commission on August 11, 2022.
3.1		Articles of Incorporation for US Lighting Group, Inc. Incorporated by reference to Exhibit 3.1 of the Company’s Form 10 filed with the Securities and Exchange Commission on September 28, 2020.
3.2		Articles of Amendment to the Articles of Incorporation of US Lighting Group, Inc. filed with the State of Florida on August 9, 2016. Incorporated by reference to Exhibit 3.3 of the Company’s Form 10 filed with the Securities and Exchange Commission on September 28, 2020.
3.3		Articles of Amendment to Articles of Incorporation of US Lighting Group, Inc. ~~filed with the State of Florida on October 24, 2022.~~ Incorporated by reference to Exhibit 3.101 to the Company’s Form 8-K filed with the Securities and Exchange Commission on October 2827, 2022.
3.4		Bylaws of US Lighting Group, Inc. Incorporated by reference to Exhibit 3.4 of the Company’s Form 10 filed with the Securities and Exchange Commission on September 28, 2020.
4.1*		Description of Registrants’s Securities
10.1		Common Stock Purchase Agreement between US Lighting Group, Inc., and Alumni Capital LP dated July 14, 2023. Incorporated by reference to Exhibit 10.2 of the Company’s 8-K filed with the Securities and Exchange Commission on July 17, 2023.
31.1*		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act — Anthony Corpora
10.2		Common Stock Purchase Warrant issued by US Lighting Group, Inc. to Alumni Capital LP on July 14, 2023 for 6,666,667 Shares. Incorporated by reference to Exhibit 10.1 of the Company’s 8-K filed with the Securities and Exchange Commission on July 17, 2023.
31.2*		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act — Donald O. Retreage, Jr.
10.3		Unsecured Promissory Note issued by US Lighting Group, Inc. to Anthony R. Corpora on July 17, 2023 in the original principal amount of $97,920. Incorporated by reference to Exhibit 10.3 of the Company’s 8-K filed with the Securities and Exchange Commission on July 17, 2023.
32.1*		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
10.4		Unsecured Promissory Note issued by US Lighting Group, Inc. to Michael A. Coates on July 17, 2023 in the original principal amount of $50,000. Incorporated by reference to Exhibit 10.4 of the Company’s 8-K filed with the Securities and Exchange Commission on July 17, 2023.
10.5		Unsecured Promissory Note issued by US Lighting Group, Inc. to Anthony R. Corpora on September 29, 2023 in the original principal amount of $89,000. Incorporated by reference to Exhibit 10.1 of the Company’s 8-K filed with the Securities and Exchange Commission on September 29, 2023.
10.6		Unsecured Promissory Note issued by US Lighting Group, Inc. to Michael A. Coates on September 29, 2023 in the original principal amount of $75,000. Incorporated by reference to Exhibit 10.2 of the Company’s 8-K filed with the Securities and Exchange Commission on September 29, 2023.
10.8		Securities Purchase Agreement dated November 2, 2023 between US Lighting Group, Inc. and 1800 Diagonal Lending LLC. Incorporated by reference to Exhibit 10.1 of the Company’s 8-K filed with the Securities and Exchange Commission on November 8, 2023.
10.9		Promissory Note dated November 2, 2023 in the original principal amount of $120,750 issued by US Lighting Group, Inc. to 1800 Diagonal Lending LLC. Incorporated by reference to Exhibit 10.2 of the Company’s 8-K filed with the Securities and Exchange Commission on November 8, 2023.
10.10		Cancellation of Debt Agreement dated March 1, 2024 between US Lighting Group, Inc. and Paul Spivak. Incorporated by reference to Exhibit 10.1 of the Company’s 8-K filed with the Securities and Exchange Commission on March 5, 2024.
10.11*		US Lighting Group, Inc. 2023 Equity Incentive Plan. Incorporated by reference to the Company’s Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on January 22, 2024.
19.1**		US Lighting Group, Inc. Insider Trading Policy
31.1**		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act — Anthony R. Corpora
31.2**		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act — Michael A. Coates
32.1**		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
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~~Label Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension ~~Label~~Presentation Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension ~~Presentation~~Definition Linkbase Document
104		Cover Page Interactive Data File (~~formatted~~Embedded as Inline XBRL document and contained in Exhibit 101).

* Management contract or compensatory plan or arrangement ** Included with this filing.

Item 16. Form 10-K Summary.

Not required.

2030

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ~~NovAccess~~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.
	US LIghting Group, Inc.
Date: April 14, 2023	/s/ Anthony Corpora
Date: April 16, 2024	/s/ Anthony R. Corpora
	By Anthony Corpora, Chief Executive Officer
	By Anthony R. Corpora, Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of ~~NovAccess~~US Lighting Group, Inc. and in the capacities and on the dates indicated.

Date: April 14, 2023	/s/ Patricia A. Salaciak
Date: April 16, 2024	/s/ Anthony R. Corpora
	Patricia A. Salaciak, Director
	By Anthony R. Corpora, Chief Executive Officer
Date: April 14, 2023	/s/ Olga Smirnova
	Olga Smirnova, Director
Date: April 14, 2023	/s/ Anthony Corpora
	Anthony Corpora, Chief Executive Officer
	(Principal Executive Officer)
Date: April 14, 2023	/s/ Donald O. Retreage, Jr.
Date: April 16, 2024	/s/ Michael A. Coates
	Donald O. Retreage, Jr., Chief Financial Officer
	By Michael A. Coates, Chief Financial Officer
	(Principal Financial Officer)
	(Principal Financial and Accounting Officer)
Date: April 14, 2023	/s/ Michael A. Coates
Date: April 16, 2024	/s/ Patricia A. Salaciak
	Michael A. Coates, Corporate Controller
	By Patricia A. Salaciak, Director
	(Principal Accounting Officer)
Date: April 16, 2024	/s/ Olga Smirnova
	By Olga Smirnova, Director

2131

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