U.S. Lighting Group, Inc. (Form: 10-Q, Received: 11/12/2021 08:52:46)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 2021

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

For the transition period from __________ to __________

Commission File Number: 000-55689

US LIGHTING GROUP, INC.

(Exact name of registrant as specified in its charter)

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

1148 East 222^nd Street

Euclid, Ohio 44117

(Address of principal executive offices) (Zip code)

(216) 896-7000

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

The number of shares of registrant’s common stock outstanding as of November 12, 2021 was 97,848,735.

US LIGHTING GROUP, INC.

INDEX

PART I. FINANCIAL INFORMATION

ITEM 1.	Financial Statements	1

	Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020	1

	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020	2

	Condensed Consolidated Statements of Shareholders’ Deficit for the three and nine months ended September 30, 2021 and 2020	3

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020	4

	Notes to Condensed Consolidated Financial Statements	5-15

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	25

ITEM 4.	Controls and Procedures	25

PART II. OTHER INFORMATION

ITEM 1.	Legal Proceedings	26

ITEM 1A.	Risk Factors	26

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

ITEM 3.	Defaults Upon Senior Securities	26

ITEM 4.	Mine Safety Disclosures	26

ITEM 5.	Other Information	26

ITEM 6.	Exhibits	27

SIGNATURES		28

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

US LIGHTING GROUP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

	September 30, 2021			December 31, 2020
ASSETS
Current Assets
Cash and cash equivalents	$	91,000		$	108,000
Accounts receivable		-			541,000
Accounts receivable, related party		-			30,000
Inventories, net		-			-
Prepaid expenses and other current assets		122,000			-
Investment in trading securities		3,103,000			-
Assets of discontinued operations		351,000			879,000
Total Current Assets		3,667,000			1,558,000

Property and equipment, net		798,000			769,000
Total Assets	$	4,465,000		$	2,327,000

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable	$	17,000		$	47,000
Accrued expenses		5,000			10,000
Accrued payroll to a former officer		536,000			286,000
Convertible notes payable		59,000			55,000
Loan payable– current portion		36,000			-
Loans payable, related party – current portion		1,551,000			2,619,000
Liabilities of discontinued operations		348,000			1,174,000
Total Current Liabilities		2,552,000			4,191,000

Loans payable, net of current portion		265,000			-

Total Liabilities		2,817,000			4,191,000

Commitments and Contingencies

Shareholders’ Equity (Deficit)
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		-			-
Common stock, $0.0001 par value, 100,000,000 shares authorized; 97,848,735 and 95,970,735 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		10,000			10,000
Additional paid-in-capital		17,791,000			17,435,000
Accumulated deficit		(16,153,000	)		(19,309,000	)
Total Shareholders’ Equity (Deficit)		1,648,000			(1,864,000	)

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	4,465,000		$	2,327,000

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

US LIGHTING GROUP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three months ended September 30,						Nine months ended September 30,
	2021			2020			2021			2020
Sales	$	21,000		$	1,000		$	23,000		$	2,000
Cost of goods sold		-			1,000			3,000			1,000
Gross profit		21,000			-			20,000			1,000

Operating expenses
Selling, general and administrative expenses		224,000			163,000			799,000			494,000
Product development costs		2,000			31,000			41,000			119,000
Total operating expenses		226,000			194,000			840,000			613,000

Loss from operations		(205,000	)		(194,000	)		(820,000	)		(612,000	)

Other income (expense)
Other income, net		22,000			-			3,000			-
Lease income, related party		15,000						45,000
Gain on extinguishment of debt		52,000			-			52,000			-
Gain on extinguishment of debt, related party		9,000			-			9,000			-
Unrealized (loss) gain		(9,000	)		-			195,000			-
Interest income, net		7,000			-			7,000			-
Interest expense		(8,000	)		-			(17,000	)		-
Interest expense, related party		(25,000	)		(40,000	)		(75,000	)		(116,000	)
Total other income (expense)		63,000			(40,000	)		219,000			(116,000	)

Net Loss From Continuing operations		(142,000	)		(234,000	)		(601,000	)		(728,000	)
Net Income From Sale of Discontinued operations		-			-			3,915,000			-
Net Income (Loss) From Discontinued operations		(7,000	)		87,000			(158,000	)		288,000
Net (Loss) Income	$	(149,000	)	$	(147,000	)	$	3,156,000		$	(440,000	)


Basic loss per share from continuing operations	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.08	)
Basic income per share from sale of discontinued operations		-			-			0.04			-
Basic income (loss) per share from discontinued operations	$	0.00		$	0.00		$	(0.00	)	$	0.03
Diluted income (loss) per share	$	(0.00	)	$	(0.00	)	$	0.03		$	(0.05	)

Weighted average common shares outstanding, basic and diluted		97,834,996			92,122,171			97310,548			91,036,922

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

US LIGHTING GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(UNAUDITED)

Three and Nine Months ended September 30, 2021

	Preferred Stock				Common Stock					Additional Paid-In		Common Stock to			Accumulated			Total Stockholders’
	Shares		Amount		Shares			Amount		Capital		Be Issued			Deficit			Deficit
Balance, December 31, 2020		-	$	-		95,970,735		$	10,000	$	17,435,000	$	-		$	(19,309,000	)	$	(1,864,000	)
Net proceeds from sale of common stock		-		-		1,005,000			-		150,000		-			-			150,000
Net Loss		-		-		-			-		-		-			(148,000	)		(148,000	)
Balance, March 31, 2021		-		-		96,975,735			10,000		17,585,000		-			(19,457,000	)		(1,862,000	)
Proceeds from sale of common stock		-		-		1,007,000					151,000		7,000			-			158,000
Shares returned		-		-		(500,000	)		-		-		-			-			-
Common stock issued for services		-		-		350,000			-		55,000		-			-			55,000
Net Income		-		-		-			-		-					3,453,000			3,453,000
Balance, June 30, 2021		-		-		97,832,735			10,000		17,791,000		7,000			(16,004,000	)		1,804,000
Common stock issued		-		-		16,000			-		-		(7,000	)		-			(7,000	)
Net Loss		-		-		-			-		-		-			(149,000	)		(149,000	)
Balance, September 30, 2021		-	$	-		97,848,735		$	10,000	$	17,791,000	$	-		$	(16,153,000	)	$	1,648,000

Three and Nine Months ended September 30, 2020

	Preferred Stock				Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, December 31, 2019		-	$	-		90,347,526	$	9,000	$	16,447,000	$	(19,794,000	)	$	(3,338,000	)
Proceeds from sale of common stock		-		-		200,000		1,000		49,000		-			50,000
Net Loss		-		-		-		-		-		(129,000	)		(129,000	)
Balance, March 31, 2020		-		-		90,547,526		10,000		16,496,000	$	(19,923,000	)	$	(3,417,000	)
Common stock issued for convertible debt		-		-		24,000		-		6,000		-			6,000
Common stock issued for services		-		-		125,000		-		31,000		-			31,000
Net Loss		-		-		-		-		-		(164,000	)		(164,000	)
Balance, June 30, 2020		-		-		90,696,526		10,000		16,533,000		(20,087,000	)		(3,544,000	)
Proceeds from sale of common stock		-		-		2,392,000		-		349,000		-			349,000
Common stock issued for convertible debt		-		-		153,068		-		38,000		-			38,000
Net Loss		-		-		-		-		-		(147,000	)		(147,000	)
Balance, September 30, 2020		-	$	-		93,241,594	$	10,000	$	16,920,000	$	(20,234,000	)	$	(3,304,000	)

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

US LIGHTING GROUP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine months ended September 30,
	2021			2020
Cash Flows from Operating Activities
Net Loss from Continuing Operations	$	(601,000	)	$	(728,000	)
Income from sale of Discontinued Operations		3,915,000			-
Net (Loss) Income from Discontinued Operations		(158,000	)		288,000
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		39,000			51,000
Amortization of right of use asset		-			26,000
Amortization of debt discount		8,000			14,000
Stock issued for services		55,000			31,000
Unrealized Gain		(195,000	)		-
Gain on extinguishment of debt		(52,000	)		-
Accrued interest on loans		4,000			19,000
Accrued interest on related party loans		91,000			94,000
Changes in Assets and Liabilities
Accounts receivable		40,000			40,000
Inventories		-			-
Prepaid expenses and other		(22,000	)		-
Accounts payable		(30,000	)		35,000
Accrued expenses		(13,000	)		(1,000	)
Accrued payroll to a former officer		250,000			(26,000	)
Operating cashflow from discontinued operations		(24,000	)		(232,000	)
Net cash provided by (used in) operating activities		3,307,000			(389,000	)

Cash Flows from Investing Activities
Purchase of property and equipment		(63,000	)		(769,000	)
Investment in trading securities		(3,800,000	)		-
Sale of fixed assets		400,000			-
Proceeds from trading securities		892,000			-
Net cash used in investing activities		(2,571,000	)		(769,000	)

Cash Flows from Financing Activities
Proceeds from sale of common stock		308,000			399,000
Proceeds from secured convertible note payable		-			227,000
Proceeds from loans payable		177,000			730,000
Payment of loans payable		(161,000	)		(224,000	)
Payment of finance lease		-			(2,000	)
Proceeds from notes payable related party		-			408,000
Payments on notes payable related party		(1,077,000	)		(400,000	)
Net cash (used in) provided by financing activities		(753,000	)		1,138,000

Net decrease in cash and cash equivalents		(17,000	)		(20,000	)
Cash and cash equivalents beginning of period		108,000			107,000
Cash and cash equivalents end of period	$	91,000		$	87,000

Supplemental Cash Flow Information
Interest paid	$	60,000		$	50,000
Taxes paid	$	-		$	-

Non-cash Financing Activities
Offset lease receivable, related party with notes payable, related party	$	45,000		$	-

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

US LIGHTING GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION AND LIQUIDITY

The accompanying interim condensed financial statements of the US Lighting Group, Inc. (the “Company”) are unaudited, but in the opinion of management contain all adjustments, including normal recurring adjustments, necessary to present fairly our financial position at September 30, 2021, the results of operations for the three and nine months ended September 30, 2021 and 2020, and cash flows for the nine months ended September 30, 2021 and 2020. The balance sheet as of December 31, 2020 is derived from the Company’s audited financial statements.

Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. We believe that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. For further information, refer to the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission on March 24, 2021.

The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2021.

COVID-19 Considerations

Through the date these financial statements were issued, the COVID-19 pandemic did not have a net material impact on our operating results. In the future, the pandemic may cause reduced demand for our products if, for example, the pandemic results in a recessionary economic environment, which negatively effects the consumers who purchase our products.

Our ability to operate without significant negative operational impact from the COVID-19 pandemic will in part depend on our ability to protect our employees and our supply chain. The Company has endeavored to follow the recommended actions of government and health authorities to protect our employees. Through the date that these financial statements were issued, we maintained the consistency of our operations during the onset of the COVID-19 pandemic. However, the uncertainty resulting from the pandemic could result in an unforeseen disruption to our workforce and supply chain (for example an inability of a key supplier or transportation supplier to source and transport materials) that could negatively impact our operations.

Through the date that these financial statements were issued, the COVID-19 pandemic has not negatively impacted the Company’s liquidity position as of such date, and the Company generated cash flows during the reporting period to meet its short-term liquidity needs, and it expects to maintain access to the capital markets. The Company has not observed any material impairments of its assets or a significant change in the fair value of its assets due to the COVID-19 pandemic.

Liquidity

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

During the nine months ended September 30, 2021, the Company realized net income of $3,156,000 and cash provided by operating activities was $3,307,000, compared to cash used in operating activities of $389,000 in the prior year period. Based 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, will provide sufficient cash resources to satisfy our operational needs, for at least one year from the date these financial statements are issued.

At September 30, 2021, the Company had cash on hand in the amount of $91,000. Management estimates that the current cash funds and liquid investments on hand will be sufficient to continue operations through December 31, 2021. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, it may contain undue restrictions on our operations in the case of debt financing, or cause substantial dilution for our stockholders, in the case or equity financing.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Intellitronix Corp. and Cortes Campers, LLC. All intercompany transactions and balances have been eliminated in consolidation.

On January 11, 2021, the Company created a new subsidiary called Cortes Campers, LLC, domiciled in Wyoming. Cortes Campers, LLC was created to market tow behind travel trailers for the recreational vehicle market and. The division was in the early stage of revenue generation as of the date of this report. Cortes Campers, LLC is 99% owned by the Company and 1% owned by Paul Spivak, the Company’s former CEO.

US Lighting Group, Inc created a new subsidiary called Fusion X Marine, LLC on April 12, 2021, domiciled in Wyoming, to sell boats and other related products to the recreational marine market. Fusion X Marine is 99% owned by the Company and 1% owned by Paul Spivak, the Company’s former CEO. The subsidiary has had no sales as of the date of this report.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in valuing our allowances for doubtful accounts, reserves for inventory obsolescence, valuing derivative liabilities, valuing equity instruments issued for services, and valuation allowance for deferred tax assets, among others. Actual results could differ from these estimates.

Segment Reporting

The Company operates in one segment for the manufacture and distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying consolidated financial statements.

Loss per Share Calculations

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.

Warrants to acquire 20,000 shares of common stock, and 226,356 shares of common stock issuable under convertible note agreements, have been excluded from the calculation of weighted average common shares outstanding at September 30, 2021, as their effect would have been anti-dilutive. Warrants to acquire 4,104,000 shares of common stock have been excluded from the calculation of weighted average common shares outstanding at September 30, 2020, as their effect would have been anti-dilutive.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standard Update (“ASU”) No. 2014-09. This standard provides authoritative guidance clarifying the principles for recognizing revenue and developing a common revenue standard for U.S. generally accepted accounting principles. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in the exchange for those goods or services.

Under this guidance, revenue is recognized when control of promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company reviews its sales transactions to identify contractual rights, performance obligations, and transaction prices, including the allocation of prices to separate performance obligations, if applicable. Revenue and costs of sales are recognized once products are delivered to the customer’s control and performance obligations are satisfied.

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid investments with remaining maturities of three months or less at the date of purchase.

Accounts Receivable

The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s historical losses and an overall assessment of past due trade accounts receivable outstanding.

The allowance for doubtful accounts and returns is established through a provision reducing the carrying value of receivables. At September 30, 2021 and December 31, 2020, 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’s inventories as of September 30, 2021 and December 31, 2020 are included in discontinued operations.

The Company provides inventory reserves 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. At September 30, 2021 and December 31, 2020, the Company determined that no reserve for excess and obsolete inventory was necessary.

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 land improvements		7-15 years
Vehicles		5 years
Production equipment		5 years
Office equipment		3 years
Furniture and fixtures		7 years

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. The Company did not record an impairment loss for the nine months ended September 30, 2021 and 2020.

Product Development Costs

Product development costs are expensed in the period incurred. The costs primarily consist of prototype and testing costs. Product development costs for the nine months ended September 30, 2021 and 2020, were $41,000 and $119,000, respectively.

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. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company has recorded a valuation allowance against its deferred tax assets as of September 30, 2021 and December 31, 2020.

The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50 percent likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes.

Advertising Costs

Advertising costs are expensed as incurred and are included in selling, general and administrative expenses. Advertising costs from continuing operations were $11,000 and $0 for the nine months ended September 30, 2021 and 2020, respectively.

Concentrations

The Company maintains the majority of its cash balances with one financial institution, in the form of demand deposits. Periodically, the Company had cash deposits that exceeded the federally insured limit of $250,000. The Company believes that no significant concentration of credit risk exists with respect to these cash balances because of its assessment of the creditworthiness and financial viability of the financial institution.

Fair Value Measurements

The Company determines the fair value of its assets and liabilities based on the exchange price in U.S. dollars that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses a fair value hierarchy with three levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value:

●

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.

Recently Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and early adoption is permitted. The Company does not believe the potential impact of the new guidance and related codification improvements will be material to its financial position, results of operations and cash flows.

Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

NOTE 3 – SALE OF ASSETS / DISCONTINUED OPERATIONS

On May 14, 2021, US Lighting Group, Inc. and Intellitronix Corporation entered into an Asset Purchase Agreement with Ohio INTX Cooperative, a State of Ohio cooperative association, to sell certain assets of Intellitronix Corporation. The Asset Purchase Agreement and related sale was finalized on May 14, 2021 with a sale price of $4,520,000.00. Intellitronix Corporation remains a wholly-owned subsidiary of US Lighting Group, Inc.

US Lighting Group, Inc. provided a parental guarantee for a period up to statutory limitations on the performance of Intellitronix Corporation’s duties and obligations under the Asset Purchase Agreement. After the sale of Intellitronix Corporation’s assets to Ohio INTX Cooperative, the Company redirected its operational activity towards the Recreational Vehicle (RV) market, and has since created a new subsidiary called Cortes Campers, LLC to market tow behind travel trailers for the recreational vehicle market. Cortes Campers, LLC is 99% owned by the Company and 1% owned by Paul Spivak, the Company’s former CEO.

In accordance with the provisions of ASC 205-20, Presentation of Financial Statements, we have separately reported the assets and liabilities of the discontinued operations in the consolidated balance sheets. The assets and liabilities have been reflected as discontinued operations in the consolidated balance sheets as of September 30, 2021 and December 31, 2020, and consist of the following:

	September 30, 2021		December 31, 2020
Current Assets of Discontinued Operations:
Prepaid expenses and other current assets	$	73,000	$	17,000
Inventory		-		212,000
Property and equipment		278,000		650,000
Total Current Assets of Discontinued Operations:	$	351,000	$	879,000

Current Liabilities of Discontinued Operations:
Accounts payable	$	10,000	$	316,000
Accrued expenses		75,000		94,000
Accrued payroll to an officer		-		156,000
Notes payable		263,000		608,000
Total Current Liabilities of Discontinued Operations:	$	348,000	$	1,174,000

In accordance with the provisions of ASC 205-20, we have not included the results of operations from discontinued operations in the results of continuing operations in the consolidated statements of operations. The results of operations from discontinued operations for the three months and nine months ended September 30, 2021 and 2020, have been reflected as discontinued operations in the consolidated statements of operations for the three and nine months ended September 30, 2021 and 2020, and consist of the following.

	Three months ended September 30,						Nine months ended September 30,
	2021			2020			2021			2020
Sales from discontinued operations	$	-		$	961,000		$	1,484,000		$	2,522,000
Cost of goods sold of discontinued operations		-			525,000			593,000			1,129,000
Gross profit of discontinued operations		-			436,000			891,000			1,393,000

Operating expenses of discontinued operations:
Selling, general and administrative expenses		14,000			240,000			956,000			843,000
Product development costs		2,000			80,000			82,000			212,000
Total operating expenses of discontinued operations		16,000			320,000			1,038,000			1,055,000

Operating loss from discontinued operations		(16,000	)		116,000			(147,000	)		338,000

Other income (expense) of discontinued operations:
Gain on sale of assets		-			-			3,915,000			-
Other income - related party		-			-			30,000			-
Other income		10,000						20,000
Interest expense		(1,000	)		(29,000	)		(61,000	)		(50,000	)
Total other income (expense)		9,000			(29,000	)		3,904,000			(50,000	)

Net Income from discontinued operations	$	(7,000	)	$	87,000		$	3,757,000		$	288,000

NOTE 4 – INVESTMENT IN TRADING SECURITIES

On May 17, 2020, the Company purchased $3,800,000 of various mutual fund assets from Ameriprise Investments. This investment meets the criteria of level one inputs for which quoted market prices are available in active markets for identical assets or liabilities as of the reporting date. As of September 30, 2021, the shares of Ameriprise have a reported market value of $3,103,000. The Company has adjusted the reported amounts for these investments to market value resulting in an unrealized gain reported of $195,000.

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

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

As of September 30,2021, the Company owned securities that comprised 33% of the value of the Company’s total assets on a consolidated basis.

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment for continuing operations consist of the following at September 30, 2021 and December 31, 2020:

	September 30, 2021			December 31, 2020
Building and improvements	$	664,000		$	645,000
Land		96,000			96,000
Vehicles		163,000			113,000
Office equipment		5,000			5,000
Furniture and fixtures		22,000			22,000
Total property and equipment cost		950,000			881,000
Less: accumulated depreciation and amortization		(152,000	)		(112,000	)
Property and equipment, net	$	798,000		$	769,000

Depreciation expense for the nine months ended September 30, 2021 and 2020 was $39,000 and $51,000, respectively.

NOTE 6 – ACCRUED PAYROLL TO OFFICER

Beginning in January 2018, the Company’s President and CEO (Paul Spivak) voluntarily elected to defer payment of his employment compensation. The balance of the compensation owed to the Company’s President and CEO was $536,000 and $442,000 as of September 30, 2021 and December 31, 2020, respectively.

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

NOTE 7 – LINE OF CREDIT

On April 28, 2020, the Company obtained a $50,000 unsecured line of credit from KeyBank. The line of credit currently carries an interest rate the prime rate plus 3.86% , currently 7.11% per annum. The balance outstanding on the line of credit was $48,000 and $49,000 at September 30, 2021 and December 31, 2020, respectively. The line of credit is part of discontinued operations.

NOTE 8 – LOANS PAYABLE TO RELATED PARTIES

Loans payable to related parties consists of the following at September 30, 2021 and December 31, 2020:

	September 30, 2021			December 31, 2020
Loan payable to officers/shareholders (a)	$	1,080,000		$	2,130,000
Loan payable to related party (b)		125,000			125,000
Loan payable to related party – past due (c)		-			34,000
Loan payable to related party – (d)		346,000			330,000
Total loans payable to related parties		1,551,000			2,619,000
Loans payable to related parties, current portion		(1,551,000	)		(2,619,000	)
Loans payable to related parties, net of current portion	$	-		$	-

On December 1, 2016, the Company acquired Intellitronix Corporation from the Company’s 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 nine months ended September 30, 2021, the Company accrued interest of $75,000 and made principal loan payments of $1,125,000, leaving a balance outstanding of $1,080,000 at September 30, 2021.

b.	During the year ended December 31, 2017, the Company’s President and majority shareholder, contributed $125,000 of working capital to the Company. The contributed working capital balance were converted into a loan with no interest rate, and due on demand. The loan balance was $125,000 on both September 30, 2021 and December 31, 2020.

c.	In July 2016, the Company assumed an obligation of Solei Systems, Inc, an entity owned by the Company’s President and shareholder. The Company agreed to enter into a note agreement with Huntington National Bank for $60,000. The loan has an interest rate of 6.00% and requires a monthly payment of $1,000. The loan balance on December 31, 2020 was $34,000. During the six months ended June 30, 2021, the Company and Huntington National Bank agreed to settle the past due loan and interest balance for a total of $25,000, and the Company recorded a gain on extinguishment of debt for $9,000, leaving no balance remaining at September 30, 2021.

On April 24, 2020, the Company entered into a loan agreement (the “Loan Agreement”) with the Company’s President and majority shareholder, Paul Spivak (the “Lender”), pursuant to which the Company borrowed $408,000 from the Lender. The Loan has a term of twelve months and carries an interest rate of 6.00%. The loan balance on December 31, 2020 was $330,000. During the nine months ended September 30, 2021, the Company accrued interest of $16,000, leaving a balance outstanding of $346,000 at September 30, 2021.

NOTE 9 – LOANS PAYABLE

Loan payable for continuing operations consisted of the following as of September 30, 2021 and December 31, 2020:

	September 30, 2021			December 31, 2020
Secured promissory note (c)		-			86,000
Secured promissory note (d)		263,000			265,000
Vehicle loans (e)		37,000			-
Equipment loan (g)		-			17,000
Equipment loan (h)		81,000			-
SBA PPP Loan (i)		-
Loan discount		-			(8,000	)
Total loans payable		300,000			559,000
Loans payable, current portion		(35,000	)		(163,000	)
Loans payable, net of current portion	$	265,000		$	396,000

On August 26, 2020, the Company entered into a loan agreement with Apex Commercial Capital Corp. in the principal amount of $266,000 with interest at 9.49% per annum and due on September 10, 2030. The loan requires one hundred nineteen (119) monthly payments of $2,322, with a final balloon payment on the one hundred twentieth (120) month, or September 10, 2030, of $224,835. The loan is guaranteed by the Company and the Company’s Chief Executive Officer and secured by the Company’s real estate. The loan balance on December 31, 2020 was $265,000. During the nine months ended September 30, 2021, the Company made principal payments of $2,000, leaving a total of $263,000 owed at September 30, 2021.

The Company purchases for its Chief Executive Officer and for research and development activities. Generally, vehicles are sold or traded in at the end of the vehicle loan period. During the nine months ended September, 2021, the Company purchased a vehicle for $40,000, with a 72 month loan term, and an interest rate of 4.15%, and made total principal payments of $3,000 on its vehicle loans, leaving a loan balance of $37,000 at September 30, 2021.

On February 22, 2021, the Company entered into a $86,000 term loan with CIT Bank related to the purchase of production equipment. The loan requires monthly payments over the term of 36 months, has an interest rate of 9.96% per annum, and is personally guaranteed by the Company’s CEO. During the nine months ended September 30, 2021, the Company made principal payments of $8,000, leaving a total of $78,000 owed at September 30, 2021.

On April 27, 2021, the Company was granted a loan (the “PPP loan”) from Huntington Bank in the aggregate amount of $52,000 pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act. The PPP loan agreement is dated April 27, 2021, matures on April 27, 2022, bears interest at a rate of 1% per annum, is unsecured and guaranteed by the U.S. Small Business Administration (SBA). Under the terms of the PPP, certain amounts of the loan may be forgiven if they are used for qualifying expenses. The PPP loan was forgiven on September 24, 2021. Accordingly, a $52,000 gain was recorded.

NOTE 10 – CONVERTIBLE SECURED NOTES PAYABLE

The Company issued convertible secured debentures (“Convertible Notes”) to accredited investors with interest at 10% per annum, a term of eighteen months, and secured by all of the assets of the Company and its subsidiaries. The Convertible Notes provide a conversion right, in which the principal amount of the Convertible Notes, together with any accrued but unpaid interest, could be converted into the Company’s common stock at a conversion price at $0.25 per share. The Convertible Notes balance on December 31, 2020, including accrued interest of $5,000, was $55,000. During the nine months ended September 30, 2021, the Company accrued additional interest of $4,000, leaving a total of $59,000 owed at September 30, 2021. As of September 30, 2021, the Convertible Notes were convertible into 236,000 shares of common stock.

NOTE 11 – SHAREHOLDERS’ EQUITY

Common shares issued for cash

During the nine months ended September 30, 2021 and 2020, the Company received proceeds of $301,000 and $50,000 on the private placement of 2,012,000 and 200,000 shares of common stock, at an average price of $0.15 and $0.25 per share, respectively.

During the nine months ended September 30, 2021, the Company issued 350,000 shares of common stock for services for total non-cash expense of $55,000.

During the nine months ended September 30, 2021, 500,000 shares of common stock were returned to the treasury.

During the nine months ended September 30, 2021, 16,000 shares of common stock were issued to correct for an issuance of shares in 2020.

Summary of Warrants

A summary of warrants for the period ended September 30, 2021, is as follows:

	Number of			Weighted Average Exercise
	Warrants			Price
Balance outstanding, December 31, 2020		20,000			0.25
Warrants granted		-			-
Warrants exercised		(20,000	)		-
Warrants expired or forfeited		-			-
Balance outstanding, September 30, 2021		-		$	-
Balance exercisable, September 30, 2021		-		$	-

In conjunction with the sale of a portion of the common shares issued as part of its private placement offering discussed above, the Company issued eighteen-month warrants to purchase shares of common stock at an exercise price of $0.25.

NOTE 12 – LEGAL PROCEEDINGS

On June 8, 2021, Paul Spivak, former Chief Executive Officer of the Company was arrested for conspiracy to commit securities fraud. Upon his arrest, the Company learned that on June 7, 2021, a Criminal Complaint was filed against Mr. Spivak in the United States District Court for the Northern District of Ohio, Case No. 1:21MJ4128-JDG. The charges in the Criminal Complaint specified that from in and around February 2021 through current, within the Northern District of Ohio and elsewhere, the defendants PAUL SPIVAK, together with others, conspired to commit an offense, that is securities fraud in that he knowingly and intentionally attempted to execute a scheme and artifice to defraud investors and potential investors in connection with US Lighting Group, Inc. to obtain money and property from investors and potential investors by means of materially false and fraudulent pretenses, representations, and promises in connection with purchases and sales of securities of issuers, specifically US Lighting Group, Inc. in violation of Title 15, United States Code, Sections 78j(b), 78ff, Title 17; Code of Federal Regulations, Sections 240.10b-5, and Title 18, United States Code, Section 371. The Company has been advised that Mr. Spivak has pleaded not guilty to the charges.

NOTE 13 – SUBSEQUENT EVENTS

On October 8, 2021, a superseding indictment was unsealed in the United States District Court for the Northern District of Ohio (Case No. 1:21CR491) that included charges against several individuals, including Mr. Spivak and Ms. Smirnova. The charges in the superseding indictment included the following:

●

That from in or around 2016, through in or around 2019, Mr. Spivak, Ms. Smirnova and others knowingly and intentionally conspired to commit securities fraud in that they knowingly and willfully, by the use of the means and instrumentalities of interstate commerce and of the mails, used and employed manipulative and deceptive devices and contrivances in connection with the purchase and sale of securities by (a) employing devices, schemes and artifices to defraud; (b) making and causing to be made false statements of material fact and omitting material facts that were necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and (c) engaging in acts, practices and courses of business which operated and would operate as a fraud and deceit upon any persons, including members of the investing public and sellers and purchasers of US Lighting Group, Inc.’s (the “Company”) securities, in violation of Title 15, United States Code, Sections 78j(b) and 78ff, and Title 17, Code of Federal Regulations, Section 10b-5.

●

That from on or around February 15, 2021, through on or about June 7, 2021, Mr. Spivak, Ms. Smirnova and others knowingly and intentionally conspired to commit securities fraud in that they knowingly and willfully, by the use of the means and instrumentalities of interstate commerce and of the mails, used and employed manipulative and deceptive devices and contrivances in connection with the purchase and sale of securities by (a) employing devices, schemes and artifices to defraud; (b) making and causing to be made false statements of material fact and omitting material facts that were necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and (c) engaging in acts, practices and courses of business which operated and would operate as a fraud and deceit upon any persons, including members of the investing public and sellers and purchasers of the Company’s securities, in violation of Title 15, United States Code, Sections 78j(b) and 78ff, and Title 17, Code of Federal Regulations, Section 10b-5.

●

That on certain dates from 2016 to 2021, Mr. Spivak, among others, knowingly and willfully committed securities fraud in that he knowingly and willfully, by the use of the means and instrumentalities of interstate commerce and of the mails, used and employed manipulative and deceptive devices and contrivances in connection with the purchase and sale of securities by (a) employing devices, schemes and artifices to defraud; (b) making and causing to be made false statements of material fact and omitting material facts that were necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and (c) engaging in acts, practices and courses of business which operated and would operate as a fraud and deceit upon any persons, including members of the investing public and sellers and purchasers of the Company’s securities, in violation of Title 15, United States Code, Sections 78j(b) and 78ff, Title 17, Code of Federal Regulations, Section 10b-5, and United States Code, Section 2.

●

That from in or around 2016, through in or around 2019, Mr. Spivak, among others, knowingly committed wire fraud in violation of Title 18, United States Code, Sections 1343 and 2.

●

That from on or about February 15, 2021, through on or about June 7, 2021, Mr. Spivak, among others, knowingly committed wire fraud in violation of Title 18, United States Code, Sections 1343 and 2.

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

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

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

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

General Overview

The Company was incorporated in the State of Florida on October 17, 2003, under the corporate name Luxurious Travel Corp., in order to develop, market and distribute a hotel booking engine software that interfaces and captures various rate channels and inventory controls for hotel reservations. The system allowed users to market, manage and sell hotel reservations, and to produce invoices, track follow up and manage customer relationships.

The Company acquired all of the issued and outstanding capital stock of US Lighting Group, Inc. (founded in 2013 in accordance with the laws of the State of Wyoming) on July 13, 2016, and the corporate name was changed on August 9, 2016 to the US Lighting Group, Inc.

The Company has several operating subsidiaries that engage in various lines of business, as follows:

●

Intellitronix Corp. was acquired by the Company on December 1, 2016. Intellitronix Corp. is a designer and a US-based manufacturer of automotive electronic products such as digital and analog gauges, energy management systems and ignition boxes. The products are sold through aftermarket distributors, as well consumer direct and through some OEM channels. Most operating assets of Intellitronix Corp. were sold on May 14^th, 2021 to Ohio INTX Cooperative. US Lighting Group continues to explore and develop electronic microprocessor controlled products for the RV industry.

●

US Lighting Group, Inc created a new subsidiary called Fusion X Marine, LLC on April 12, 2021, domiciled in Wyoming, to sell boats and other related products to the recreational marine market.

US Lighting Group, Inc.

Principal Products

US Lighting Group designs, manufactures, and distributes 4’ LED tube lights that are superior in power usage, lifespan, warranty, and cost savings, because of the exclusive minimalistic design and proprietary manufacturing processes. Channels to market include The Home Depot drop ship program, and earlier in the company history, a chain of reginal distributors. US Lighting Group, Inc. has research and development, testing, and production facilities based in Euclid, Ohio, USA where all products are engineered and manufactured from domestic and imported components.

Distribution and Current Market

LED lighting is a commodity product, which has become very competitive due to overseas imports with low pricing, making it a difficult climate for US Lighting Group, Inc. to operate in. We are looking into other LED lighting product lines that would leverage our electronics innovativeness to provide more specialty-type LED lighting. US Lighting Group has a supplier contractual relationship with The Home Depot. Customers can order product online at HomeDepot.com and it ships to the customer directly from our warehouse, however the sales have been minimal in the last two years.

US Lighting Group is looking at other industries such as RV electronics, but the products are still in the early development stage.

Intellitronix Corporation

In recent years, the Company’s primary activity has been centered around Intellitronix Corporation (“Intellitronix”). Intellitronix is engaged in automotive electronics manufacturing, serving a niche market of aftermarket electronics for customer installations as well as several emerging OEM applications.

Products

●

Automotive - Intellitronix’ portfolio includes direct fit replacement gauge panels for specific vehicle models manufactured by Chevrolet, Ford, Jeep, etc. and universal gauges for numerous other makes and models of classic cars. Other products include vehicle lighting, ignition systems, RPM switches and other automotive electronics. Intellitronix Corporation is a well-established brand that is available to consumers through major aftermarket distributors. The Company offers a Limited Lifetime Factory Warranty on all its branded products.

●

Marine - We design and manufacture products for the marine industry including GPS controlled marine speedometer and Prometheus Ignition System to guard against ignition failures.

●

OEM - In recent years, we have developed several custom OEM projects from design to production for companies such as Kawasaki Motors and Coachman RV. The Energy Management Multifunctional System (EMMS) was designed and manufactured for recreational vehicles as an OEM project, and Intellitronix’ first customer orders were recently received. The 4-in-1 unit that is currently in development incorporates energy management and load shed, a breaker panel, automatic transfer switch, automatic generator starter plus display unit, Bluetooth, WiFi and multiplexing capabilities.

Intellitronix’ capabilities include a broad range of design and manufacturing services, such as various microprocessor-controlled products for the automotive, electronic, marine, and recreational vehicle markets and the Company has been leveraging its competitive advantage as an efficient low-cost manufacturing partner to other OEM providers. We are focusing on growing the OEM and private label segments that provide high-volume and low-overhead manufacturing opportunities.

The vast majority of Intellitronix’ products are manufactured at Intellitronix’ facility in Euclid, Ohio.

Distribution

During the nine months ended September 30, 2021, Intellitronix had three sales channels, including Intellitronix branded automotive product lines sold through business-to-consumer (B2C) and retail channels, business-to-business (B2B) and private labeled product lines, and original equipment manufacturers (OEM). For OEM customers, Intellitronix provides design and manufacturing services to meet original equipment manufacturer’s specifications, and these products are incorporated in the new vehicles. The most recent projects have been completed in the growing RV industry, meeting all applicable safety standards. Intellitronix’ customers include O’Reilly Auto Parts, Summit Racing Equipment, JEGS, Kawasaki Motors, Coachman RV, US Auto Parts, CJ Pony Parts, Corvette Central, Mid America Motorworks, Eckler’s, and others. W Intellitronix’ products are also sold through eBay, Amazon, and other e-commerce platforms.

Cortes Campers, LLC.

Subsequent to May 14^th, the Company has largely focused its efforts on Cortes Campers, LLC (“Cortes Campers”), a subsidiary formed by the Company on January 11th, 2021. Cortes Campers was created to market tow behind fiberglass travel trailers for the recreational vehicle market that utilize unique composite construction techniques and offer durability, light weight and upscale aesthetic to the end user. Cortes Campers is 99% owned by US Lighting Group and 1% owned by Paul Spivak, the Company’s former CEO.

Products

Cortes Campers currently focuses on its 17’ fiberglass travel camper which competes with several molded travel campers, such as those manufactured by Casita Travel Trailers and Oliver Travel Trailers. The main advantage of a molded fiberglass construction compared to a typical travel camper is strength, optimized insulation and virtually four-seasons use. US Lighting Group, through a former subsidiary Intellitronix Corp., has been a supplier to the Recreational Vehicle industry and has identified this niche through market research and experience.

By utilizing the latest in lightweight aerospace materials, Cortes Campers aims to offer a camper that is immune to corrosion, rust and rot, extremely lightweight all at a price that competes with traditional campers on the market.

The development of the first molded fiberglass trailer has been completed, and the Company has started developing it’s distribution network.. Cortes Campers is currently set up to purchase units from Mig Marine Corp., a related party which is 100% owned by Paul Spivak, former US Lighting Group CEO, however no formal supply agreement is currently in place. Mig Marine Corp. is also a tenant of US Lighting Group

There are two patents pending on the technology related to Cortes Campers products - however no formal licensing agreement currently exists between the inventor, Paul Spivak, and US Lighting Group.

Distribution

Cortes Campers is in the early stages of developing a national distribution network for the sales of its travel campers.

Fusion X Marine, LLC

Fusion X Marine, LLC (“Fusion”) was formed by the Company on April 12, 2021. The Company intends for Fusion to sell boats and other related products to the recreational marine market.

Planned Products

As of the date of this report, Fusion has not sold any products. Fusion is in the process of developing fiberglass boats – however, Fusion has not yet completed development of any products. As of the date of this report, the Company is focusing its efforts on Cortes Campers, and does not expect Fusion to have any material operations in the near future.

COVID-19 Considerations

Our ability to operate without significant negative operational impact from the COVID-19 pandemic will in part depend on our ability to protect our employees and our supply chain. The Company has endeavored to follow the recommended actions of government and health authorities to protect our employees. Through the date that these financial statements were issued, we maintained the consistency of our operations during the onset of the COVID-19 pandemic. However, the uncertainty resulting from the pandemic could result in an unforeseen disruption to our workforce and supply chain (for example, an inability of a key supplier or transportation supplier to source and transport materials) that could negatively impact our operations.

Through the date that these financial statements were issued, the COVID-19 pandemic has not negatively impacted the Company’s liquidity position as of such date, and the Company continues to generate cash flows to meet its short-term liquidity needs, and it expects to maintain access to the capital markets. The Company has not observed any material impairments of its assets or a significant change in the fair value of its assets due to the COVID-19 pandemic.

Critical Accounting Policies

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of consolidated financial statements requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, net sales and expenses and related disclosures. On an ongoing basis, we evaluate our estimates, including, but not limited to, those related to inventories, income taxes, accounts receivable allowance, fair value derivatives, and reserve for warranty claims. We base our estimates on historical experience, performance metrics 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 will differ from these estimates under different assumptions or conditions. We apply the following critical accounting policies in the preparation of our consolidated financial statements:

Use of Estimates

Financial statements prepared in accordance with accounting principles generally accepted in the United States require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Among other things, management estimates include the estimated collectability of its accounts receivable, the valuation of long lived assets, warranty reserves, the assumptions used to calculate derivative liabilities, assumptions used to value equity instruments issued for financing and compensation, and the valuation of deferred tax assets. Actual results could differ from those estimates.

Revenue recognition

We recognize revenue in accordance with Accounting Standard Update (“ASU”) No. 2014-09. This standard provides authoritative guidance clarifying the principles for recognizing revenue and developing a common revenue standard for U.S. generally accepted accounting principles. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in the exchange for those goods or services.

Products sold by the Company are distinct individual products. The products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. Most of the Company’s sales are received through several eBay web-commerce websites, which requires customer payment at time of order placement.

The Company does offer a 30-day return policy from the date of shipment. The Company also provides a limited lifetime warranty on its products. Due to a limited history of returns, the Company does not maintain a warranty reserve.

Recent Accounting Pronouncements

See Note 2 of Notes to the Condensed Consolidated Financial Statements for management’s discussion of recent accounting pronouncements.

Results of Operations for the Three Months Ended September 30, 2021 Compared to the Three Months Ended September 30, 2020

Our revenue, operating expenses, and net loss from continuing operations for the three months ended September 30, 2021 as compared to the three months ended September 30, 2020, were as follows:

	For the three months ended September 30,									Percentage Change
	2021			2020			Change			Inc. (Dec.)
Total Sales, net		21,000			1,000			20,000			(2,000	)%
Total Cost of goods sold		-			1,000			(1,000	)		(100	)%
Gross profit		21,000			-			21,000			100	%

Operating expenses
Selling, general and administrative expenses		224,000			163,000			61,000			37	%
Product development costs		2,000			31,000			(29,000	)		(94	)%
Total operating expenses		226,000			194,000			32,000			16	%
Loss from operations		(205,000	)		(194,000	)		(11,000	)		6	%
Other income (expense)		63,000			(40,000	)		103,000			(258	)%
Net Loss	$	(142,000	)	$	(234,000	)	$	92,000			(39	)%

Sales

Total Sales from continuing operations increased by $20,000 to $21,000 for the three months ended September 30, 2021, compared to $1,000 for the three months ended September 30, 2020. The increase in sales is attributed to new sales through its Cortes Campers subsidiary.

Cost of Goods Sold

Cost of goods sold from continuing operations decreased by $1,000 (100%) to $0 for the three months ended September 30, 2021, compared to $1,000 for the three months ended September 30, 2020.

Operating Expenses

Operating expenses include selling, general and administrative expenses, and product development costs.

Selling, general and administrative expenses from continuing operations increased by $61,000 (37%) to $224,000 for the three months ended September 30, 2021, compared to $163,000 for the three months ended September 30, 2020. The increase in selling, general and administrative expenses is primarily attributable to increased personnel costs.

Product development costs decreased by $29,000 (94%) to $2,000 for the three months ended September 30, 2021, compared to $31,000 for the three months ended September 30, 2020. The decrease in product development costs is primarily attributable a focus on fewer new products with higher margins.

Loss from Operations

Loss from continuing operations increased to approximately $205,000 during the three months ended September 30, 2021, compared to a loss from continuing operations of $194,000 during the three months ended September 30, 2020. The increase in loss from operations was primarily attributable to increased personnel costs, offset by lower product development costs.

Other Expense

Other income from continuing operations for the three months ended September 30, 2021 was $63,000, as compared to other expense of $40,000 for the three months ended September 30, 2020. During the three months ended September 30, 2021, we recorded a gain on PPP loan forgiveness of $52,000 an unrealized loss of $9,000 and dividend and interest income of $7,000. Total interest expense for the three months ended September 30, 2021 was $33,000, as compared to $40,000 for the three months ended September 30, 2020.

Net Loss

Net loss from continuing operations was $149,000 during the three months ended September 30, 2020, compared to a net loss of $234,000 for the three months ended September 30, 2020.

Results of Operations for the Nine Months Ended September 30, 2021 Compared to the Nine Months Ended September 30, 2020

Our revenue, operating expenses, and net loss from operations for the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020, were as follows:

	For the nine months ended September 30,									Percentage Change
	2021			2020			Change			Inc. (Dec.)
Total Sales, net		23,000			2,000			21,000			(1,050	)%
Total Cost of goods sold		3,000			1,000			2,000			(200	)%
Gross profit		20,000			1,000			19,000			(1,900	)%

Operating expenses
Selling, general and administrative expenses		799,000			494,000			305,000			62	%
Product development costs		41,000			119,000			(78,000	)		(66	)%
Total operating expenses		840,000			613,000			227,000			37	%
Loss from operations		(820,000	)		(612,000	)		(208,000	)		34	%
Other income (expense)		219,000			(116,000	)		335,000			(289	)%
Net Loss	$	(601,000	)	$	(728,000	)	$	127,000			(17	)%

Sales

Total Sales from continuing operations increased by $21,000 to $23,000 for the nine months ended September 30, 2021, compared to $2,000 for the nine months ended September 30, 2020. The increase in sales is attributed to new sales through its Cortes Campers subsidiary.

Cost of Goods Sold

Cost of goods sold from continuing operations increased by $2,000 (200%) to $3,000 for the nine months ended September 30, 2021, compared to $1,000 for the nine months ended September 30, 2020.

Operating Expenses

Operating expenses include selling, general and administrative expenses, and product development costs.

Selling, general and administrative expenses from continuing operations increased by $305,000 (62%) to $799,000 for the nine months ended September 30, 2021, compared to $494,000 for the nine months ended September 30, 2020. The increase in selling, general and administrative expenses is primarily attributable to a $212,000 sales commission on the sale of Intellitronix, a $150,000 legal settlement on the Kunzman lawsuit, increased legal fees and personnel costs.

Product development costs decreased by $78,000 (66%) to $41,000 for the nine months ended September 30, 2021, compared to $119,000 for the nine months ended September 30, 2020. The decrease in product development costs is primarily attributable a focus on fewer new products with higher margins.

Loss from Operations

Loss from continuing operations increased to approximately $820,000 during the nine months ended September 30, 2021, compared to a loss from operations of $612,000 during the nine months ended September 30, 2020. The increase in loss from operations was due to increased operating expenses, as discussed above.

Other Income / Expense

Other income from continuing operations for the nine months ended September 30, 2021 was $219,000, as compared to other expense of $116,000 for the nine months ended September 30, 2020. During the nine months ended September 30, 2021, we recorded a gain on forgiveness of PPP debt of $52,000 an unrealized gain of $195,000 and dividend and interest income of $7,000 related to investments. Total interest expense for the nine months ended September 30, 2021 was $92,000, as compared to $116,000 for the nine months ended September 30, 2020.

Net Loss

Net loss from continuing operations was $601,000 during the nine months ended September 30, 2020, compared to a net loss of $728,000 for the nine months ended September 30, 2020. The change from a net loss to net income is primarily due to the recognition of other income as discussed above.

Liquidity and Capital Resources

The following summarizes our cash flow activity for the nine months ended September 30, 2021 and 2020:

Cash Flows

	For the Nine Months Ended September 30,
	2021			2020
Net cash provided by (used in) Operating Activities	$	3,307,000		$	(389,000	)
Net cash used in Investing Activities		(2,571,000	)		(769,000	)
Net cash (used in) provided by Financing Activities		(753,000	)		1,138,000
Decrease in cash during the period		(17,000	)		(20,000	)
Cash, Beginning of Period		108,000			107,000
Cash, End of Period	$	91,000		$	87,000

Net cash provided by operating activities for the nine months ended September 30, 2021 totaled 3,307,000, compared to net cash used in operating activities for the nine months ended September 30, 2020 of $389,000. The improvement in net cash provided by operating activities for the nine months ended September 30, 2021 was primarily due to the sale of selected Intellitronix assets.

Net cash used in investing activities was approximately $2,571,000 for the nine months ended September 30, 2021, compared to $769,000 for the nine months ended September 30, 2020. During the nine months ended September 30, 2021, the Company purchased production equipment for $63,000, a vehicle for $40,000, and other property and equipment for $23,000. We also received $400,000 from the sale of fixed assets and used $3,800,000 for the purchase of securities. Net cash used in investing activities was approximately $769,000 for nine months ended September 30, 2020 and relates to the purchase of real property and equipment.

Net cash used in financing activities for the nine months ended September 30, 2021 was $753,000 and included proceeds of $308,000 received in the private placement of common stock, and $177,000 from proceeds from the issuance of loans payable. These proceeds were offset by the repayment of $161,000 of loans payable, and repayment of $1,077,000 of notes payable to a related party. Net cash provided by financing activities for the nine months ended September 30, 2020 was $1,138,000 and included $399,000 of proceeds from the private placement of common stock, $227,000 from the issuance of secured convertible promissory notes, $730,000 in proceeds from loans payable, and $408,000 in proceeds from notes payable to a related party. These proceeds were offset by the payment of $2,000 on a finance lease, repayment of $224,000 of notes payable, and repayment of $400,000 of notes payable to a related party.

Since inception, our principal sources of liquidity have been cash provided by financing, including through the private placement of convertible notes and equity securities, loans, and gross profit from the sales of our products. Our principal uses of cash have been primarily for labor and outside services, expansion of our operations, development of new products and improvement of existing products, expansion of marketing efforts to promote our products and brand, and capital expenditures. We anticipate that additional expenditures will be necessary to develop and expand our assets before sufficient and consistent positive operating cash flows will be achieved, including sufficient cash flows to service existing liabilities and related interest. Additional funds may be needed in order to continue production and operations, maintain profitability and to achieve our objectives. As such, our cash resources may not be sufficient to meet our current operating expense and production requirements, and planned business objectives beyond the date of this Form 10-K filing without additional financing.

Loans Payable to Related Parties

On December 1, 2016, the Company acquired Intellitronix Corporation from the Company’s President and 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 September 30, 2021 and December 31, 2020, including accrued interest, was $1,080,000 and $2,130,000.

During the year ended December 31, 2017, the Company’s President and shareholder, contributed $125,000 of working capital to the Company. The contributed working capital balance were converted into a loan with no interest rate, and due on demand. The loan balance was $125,000 on both September 30, 2021 and December 31, 2020.

On April 24, 2020, the Company entered into a loan agreement (the “Loan Agreement”) with the Company’s President and shareholder, Paul Spivak (the “Lender”), pursuant to which the Company borrowed $408,000 from the Lender. The Loan has a term of twelve months and carries an interest rate of 6.00%. The loan balance on September 30, 2021 and December 31, 2020, including accrued interest, was $346,000 and $330,000.

Loans Payable

On August 26, 2020, the Company entered into a loan agreement with Apex Commercial Capital Corp. in the principal amount of $266,000 with interest at 9.49% per annum and due on September 10, 2030. The loan requires one hundred nineteen (119) monthly payments of $2,322, with a final balloon payment on the one hundred twentieth (120) month, or September 10, 2030, of $224,835. The loan is guaranteed by the Company and the Company’s Chief Executive Officer and secured by the Company’s real estate. The loan balance on September 30, 2021 and December 31, 2020, was $263,000 and $265,000, respectively.

The Company purchases vehicles for its Chief Executive Officer and for research and development activities. Generally, vehicles are sold or traded in at the end of the vehicle loan period. During the nine months ended June 30, 2021, the Company purchased a vehicle for $40,000, with a 72 month loan term, and an interest rate of 4.15%, and made total principal payments of $3,000 on its vehicle loan. The aggregate loan balance on September 30, 2021 and December 31, 2020, was $37,000 and $0, respectively.

On April 27, 2021, the Company was granted a loan (the “PPP loan”) from Huntington Bank in the aggregate amount of $52,000 pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act. The PPP loan agreement is dated April 27, 2021, matures on April 27, 2022, bears interest at a rate of 1% per annum, is unsecured and guaranteed by the U.S. Small Business Administration (SBA). Under the terms of the PPP, certain amounts of the loan may be forgiven if they are used for qualifying expenses. On September 24, 2021 the PPP loan was forgiven in full, leaving a total of $0 owed at September 30, 2021.

Convertible Secured Notes Payable

The Company issued convertible secured debentures (“Convertible Notes”) to accredited investors with interest at 10% per annum, a term of eighteen months, and secured by all of the assets of the Company and its subsidiaries. The Convertible Notes provide a conversion right, in which the principal amount of the Convertible Notes, together with any accrued but unpaid interest, could be converted into the Company’s common stock at a conversion price at $0.25 per share. The Convertible Notes balance on September 30, 2021 and December 31, 2020, was $59,000 and $55,000, respectively. As of September 30, 2021, the Convertible Notes were convertible into 236,000 shares of common stock.

Critical Accounting Policies and Estimates

The Securities and Exchange Commission (“SEC”) defines “critical accounting policies” as those that require application of management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Not all of the accounting policies require management to make difficult, subjective or complex judgments or estimates. However, the following policies could be deemed to be critical within the SEC definition.

Revenue recognition

Recent Accounting Pronouncements

See Note 2 of the condensed consolidated financial statements for management’s discussion of recent accounting pronouncements.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity or capital expenditures.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures.

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

Based on management’s evaluation, we concluded that, as of the date of this report, our remediation efforts continue related to each of the material weaknesses that we have identified in our internal control over financial reporting, and additional time and resources will be required in order to fully address these material weaknesses. We have not been able to complete all actions necessary and test the remediated controls in a manner that would enable us to conclude that such controls are effective. We are committed to implementing the necessary controls to remediate the material weaknesses described below as our resources permit. These material weaknesses will not be considered remediated until (1) the new processes are designed, appropriately controlled and implemented for a sufficient period of time and (2) we have sufficient evidence that the new processes and related controls are operating effectively. The following material weaknesses in our internal control over financial reporting were identified by management as of September 30, 2021:

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

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

Insufficient segregation of duties in our finance and accounting functions due to limited personnel. We do not have sufficient segregation of duties within accounting functions. During the quarter ended March 31, 2021, we had limited personnel that performed nearly all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements. Due to the fact that these duties were often performed by the same person, this creates a lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected.

Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1. Legal Proceedings.

Item 1A. Risk Factors.

The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

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

During the nine months ended September 30, 2021, the Company received proceeds of $301,000 on the private placement of 2,012,000 shares of common stock, at an average price of $0.15 per share. The Company has not yet deployed the proceeds from this offering, but intends to use the proceeds to pay for ongoing public company obligations (auditors, legal, etc.) as well as other operational costs, such as transfer agents and investor relations services.

During the nine months ended September 30, 2021, the Company issued 350,000 shares of common stock, 300,000 of which were issued to a third-party service provider as non-cash compensation for consulting services provided to the Company, and 50,0000 of which were issued to settle a sales commission invoice from a third-party service provider, for total non-cash expense of $55,000.

During the nine months ended September 30, 2021, 16,000 shares of common stock was issued to correct an issuance of shares in 2020.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

On July 9, 2021, Paul Spivak, the Company’s CEO, and a majority shareholder as of July 9, 2021, executed a Durable General Power of Attorney (the “POA”) in favor of Olga Smirnova, the Company’s Secretary and a member of the Company’s Board of Directors. The POA authorizes Mrs. Smirnova to take possession, sell, or lease Mr. Spivak’s property, borrow funds on in Mr. Spivak’s name, as well as sign and endorse documents on Mr. Spivak’s behalf. Further, it also provides that Mrs. Smirnova has the right to vote any shares of stock owned by Mr. Spivak in any corporation, including the Company. As of the date of this report, Mrs. Smirnova has not exercised any right to vote the shares held by Mr. Spivak.

Item 6. Exhibits.

Exhibit Number		Description of Exhibit
2.1		Asset Purchase Agreement between 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 Current Report on Form 8-K filed May 19, 2021)

31.1		Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

101		The following materials from US Lighting Group, Inc.’s Quarterly Report on Form 10-Q for the period ended September 30, 2021, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Shareholders’ Deficit, (iv) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Unaudited Condensed Consolidated Financial Statements.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

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

	US LIGHTING GROUP, INC.

Date: November 12, 2021	By:	/s/ ANTHONY CORPORA
		Anthony Corpora
		Chief Executive Officer (Principal executive officer)

Date: November 12, 2021	By:	/s/ STEVEN E. EISENBERG
		Steven E. Eisenberg
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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	By:	/s/ Anthony Corpora
Date: November 12, 2021	Name:	Anthony Corpora
	Title:	Chief Executive Officer (Principal Executive Officer)

/s/ Anthony Corpora
Anthony Corpora
Chief Executive Officer
(principal executive officer)

/s/ Steven E. Eisenberg
Steven E. Eisenberg
Chief Financial Officer
(Principal Financial Officer)