10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Mark One)

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

For the quarterly period ended June 30, 2023

or

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

For the transition period from                            to                          

Commission File Number: 000-55689

US Lighting Group, Inc.

(Exact name of registrant as specified in its charter)

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

1148 East 222nd Street Euclid, Ohio 44117

(Address of principal executive offices) (Zip Code)

(216) 896-7000

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. There were 101,786,188 shares of common stock outstanding on August 8, 2023.

EXPLANATORY NOTE

US Lighting Group, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment No. 1”) to amend its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 (the “Original Form 10-Q”) filed with the Securities and Exchange Commission (the “SEC”) on August 15, 2023.

Background of Restatement

On November 15, 2023, the Company filed a Current Report on Form 8-K disclosing that the March 31, 2023 and June 30, 2023 financial statements included in the Company’s Quarterly Reports on Form 10-Q (the “Original Financial Statements”) should no longer be relied upon.

While preparing the financial statements as of and for the quarter ended September 30, 2023, the Company determined that it was necessary to reassess its revenue recognition policy with respect to the accounting treatment for $200,000 in fees the Company recognized as revenue in March 2023 related to Futuro Houses dealer territory agreements. In its reassessment, the Company concluded that such fees represent a symbolic intellectual license and pursuant to ASC 606, Revenue from Contracts with Customers, should be recognized over the expected term of the dealer agreements instead of at the time of receipt in the first quarter. As a result of the misapplication of ACS 606, our previously issued financial statements for the first quarter of 2023 contained an error, overstating revenue by $179,498 in the statement of operations and understating deferred revenue in the balance sheet by the same amount. Our previously issued financial statements as of and for the six months ended June 30, 2023 continued this error, overstating revenue by $129,498 in the statement of operations and understating deferred revenue in the balance sheet by the same amount. These dealer territory agreements were only first entered into by the Company in 2023 and as a result there is no effect on the Company’s financial statements in 2022 or earlier periods.

Internal Control Considerations

The Company has also concluded that because the controls surrounding the financial reporting process did not operate effectively and resulted in the failure to detect the misstatement, the deficiency is a material weakness in the Company’s internal control over financial reporting, resulting in a material error in the Original Financial Statements.

Items Amended in this Amended Quarterly Report

For the convenience of the reader, this Amendment No. 1 sets forth the information in the Original Form 10-Q in its entirety, as such information is modified and superseded where necessary to reflect the restatement and related revisions. The following sections in the Original Form 10-Q are revised in this Amendment No. 1 to reflect this restatement:

● Part I, Item 1. Financial Information

● Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

● Part I, Item 4. Controls and Procedures

Additionally, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Company is including with this Amendment No. 1 currently dated certifications from its Chief Executive Officer and its Chief Financial Officer.

Except as described above, this Amendment No. 1 does not amend, update or change any other disclosures in the Original Form 10-Q. In addition, the information contained in this Amendment No. 1 does not reflect events occurring after the Original Form 10-Q and does modify or update the disclosures therein, except to reflect matters related to the restatement noted above.

Table of Contents

Item 1. Financial Statements.	1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12
Forward-Looking Statements	12
Overview	12
Recent Events	13
Results of Operations for the Three Months Ended June 30, 2023 Compared to the Three Months Ended June 30, 2022	14
Results of Operations for the Six Months Ended June 30, 2023 Compared to the Six Months Ended June 30, 2022	14
Liquidity and Capital Resources	15
Critical Accounting Policies and Estimates	15
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	16
Item 4. Controls and Procedures.	16
Evaluation of Disclosure Controls and Procedures	16
Changes in Internal Control Over Financial Reporting	16
Item 1. Legal Proceedings.	17
Item 1A. Risk Factors.	17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	17
Item 3. Defaults Upon Senior Securities.	17
Item 4. Mine Safety Disclosures.	17
Item 5. Other Information.	17
Item 6. Exhibits.	18

i

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

US LIGHTING GROUP, INC., AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2023			December 31, 2022
	As Restated (Unaudited)
ASSETS
Current Assets:
Cash	$	11,028		$	124,529
Accounts receivable		457,842			5,950
Prepaid expenses and other current assets		6,639			87,174
Inventory		88,874			200,162
Total Current Assets		564,383			417,815
Property and equipment, net		2,553,340			2,298,107
Total Assets	$	3,117,723		$	2,715,922
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	672,385		$	607,647
Accrued expenses		82,535			111,223
Accrued payroll to a former officer		125,167			125,167
Convertible notes payable		129,498			—
Loan payable– current portion		124,824			140,905
Loans payable, related party		276,000			176,000
Total Current Liabilities		1,410,409			1,160,942
Loans payable, net of current portion		429,833			300,351
Loans Payable, related party		7,004,629			7,004,629
Total Liabilities	$	8,844,871		$	8,465,922
Commitments and Contingencies
Shareholders’ Equity:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock, $0.0001 par value, 500,000,000 shares authorized; 101,609,825 shares issued and outstanding		10,382			10,209
Additional paid-in-capital		19,944,063			19,771,111
Accumulated deficit		(25,681,593	)		(25,531,320	)
Total Shareholders’ Equity		(5,727,148	)		(5,750,000	)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	3,117,723		$	2,715,922

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

1

US LIGHTING GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months ended June 30,						For the Six Months ended June 30,
	2023 Restated			2022			2023 Restated			2022
Sales	$	1,311,833		$	49,000		$	2,337,570		$	125,000
Cost of goods sold		820,916			44,000			1,522,235			112,000
Gross profit		490,917			5,000			815,335			13,000
Operating expenses:
Selling, general and administrative expenses		477,193			325,000			949,542			591,000
Total operating expenses		477,193			325,000			949,542			591,000
Income (loss) from operations		13,724			(320,000	)		(134,207	)		(578,000	)
Other income (expense):
Other income, net		—			79,000			—			94,000
Unrealized gain (loss)		—			(117,000	)		—			(274,000	)
Realized loss		—			(49,000	)		—			18,000
Interest income		549			1,000			798			3,000
Interest expense		(9,818	)		(7,000	)		(16,864	)		(16,000	)
Interest expense, related party		—			—			—			—
Gain on disposal of fixed assets		—			13,000			—			13,000
Total other income (expense)		(9,269	)		(80,000	)		(16,066	)		(198,000	)
Net income (loss)	$	4,455		$	(400,000	)	$	(150,273	)	$	(776,000	)
Basic income (loss) per share	$	0.00		$	(0.00	)	$	(0.00	)	$	(0.01	)
Diluted income (loss) per share	$	—		$	—		$	—		$	—
Weighted average common shares outstanding, basic		98,947,384			97,848,735			97,947,384			97,848,735
Weighted average common shares outstanding, diluted		98,947,384			97,848,735			97,947,384			97,848,375

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

2

US LIGHTING GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023, AND 2022

(Unaudited)

	Preferred Stock				Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
As Restated
Balance, December 31, 2022		—	$	—		99,934,825	$	10,209	$	19,771,111	$	(25,531,321	)	$	(5,750,000	)
Proceeds from sales of Common Stock		—		—		1,675,000		167		167,332					167,500
Net Loss		—		—		—		—		—		(154,728	)		(154,728	)
Balance, March 31, 2023		—		—		101,609,825		10,376		19,938,443		(25,686,049	)		(5,737,229	)
Stock Issued for Services & Compensation		—		—		56,250		6		5,619					5,625
Net Income		—		—		—		—		—		4,455			4,455
Balance, June 30, 2023		—	$	—		101,666,075	$	10,382	$	19,944,063	$	(25,681,593	)	$	(5,727,148	)

	Preferred Stock				Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balance, December 31, 2021		—	$	—		97,848,735	$	10,000	$	17,791,000	$	(16,256,000	)	$	1,545,000
Net Loss		—		—		—		—		—		(376,000	)		(376,000	)
Balance, March 31, 2022		—		—		97,848,735		10,000		17,791,000		(16,632,000	)		1,169,000
Net Loss		—		—		—		—		—		(400,000	)		(400,000	)
Balance, June 30, 2022		—	$	—		97,848,735	$	10,000	$	17,791,000	$	(17,032,000	)	$	769,000

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

3

US LIGHTING GROUP, INC. AND SUBSIDIARIES 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 

(Unaudited)

	For the Six Months Ended June 30,
	2023 As Restated			2022
Cash Flows from Operating Activities
Net Loss	$	(150,273	)	$	(776,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		85,653			36,000
Stock issued for services & compensation		3,372			—
Realized gain from investments		—			18,000
Unrealized gain from investments		—			274,000
Changes in Assets and Liabilities:
Accounts receivable		(451,892	)		—
Inventory		111,228			—
Prepaid expenses and other		80,534			(51,000	)
Accounts payable		64,798			(11,000	)
Customer advanced payments					67,000
Accrued expenses		129,498			(3,000	)
Accrued interest on related party loans		—			4,000
Accrued interest on loans		(28,687	)		(290,000	)
Net cash used in operating activities		(155,769	)		(732,000	)
Cash Flows from Investing Activities:
Purchase of property and equipment		(344,258	)		(1,000	)
Sale of fixed assets		—			35,000
Proceeds from investments		—			988,000
Net cash (used in) provided by investing activities		(344,258	)		1,022,000
Cash Flows from Financing Activities:
Proceeds from sale of common stock		173,125			—
Proceeds from loans payable		213,401			—
Payment of loans payable		—			(46,000	)
Payments on notes payable related party		—			(411,000	)
Net cash provided by (used in) financing activities		386,526			(457,000	)
Net change in cash		(113,501	)		(167,000	)
Cash beginning of period		124,529			286,000
Cash end of period	$	11,028		$	119,000
Supplemental Cash Flow Information:
Interest paid	$	16,864		$	430,000
Taxes paid	$	—		$	—

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

4

US LIGHTING GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

NOTE 1 – ORGANIZATION

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

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

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

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

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

As of March 31, 2023, our revenue was driven by shipments of fiberglass campers marketed under the Cortes Campers brand and to a lesser extent from dealerships for the Futuro Housing brand.

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Restatement of Previously Issued Financial Statements

The Company’s previously issued financial statements as of and for the three and six months ended June 30, 2023, contained an error in the Balance Sheet and Statement of Operations related to the revenue recognition for Dealer Territory arrangements. In the previously issued financial statements, $200,000 of fees from Dealer Territory arrangements were recognized as revenue at a point in time for the three months ended March 31, 2023. Pursuant to ASC 606, Revenue from Contracts with Customers, those fees should have been recognized over the expected term of the arrangement. As a result, revenue was overstated by $129,498 in the Statement of Operations and deferred revenue understated by a corresponding amount in the Balance Sheet as of and for the six months ended June 30, 2023.

5

The effects of the correction of the prior-period misstatement to the specific line items previously presented in the condensed consolidated financial statements are reflected in the tables below:

	For the Six Months Ended June 30, 2023
	As Previously Reported			Adjustments			As Restated
Balance Sheet:
Deferred revenue		—			129,498			129,498
Current liabilities		1,280,913			129,498			1,410,411
Total liabilities		8,715,375			129,498			8,844,873
Accumulated deficit		(25,552,093	)		(129,498	)		(25,681,593	)
Total Shareholders’ Equity (Deficit)		(5,597,650	)		(129,498	)		(5,727,148	)
Statement of Operations
Sales		2,467,068			(129,498	)		2,337,570
Gross profit		944,833			(129,498	)		815,535
Loss from operations		(4,709	)		(129,498	)		(134,207	)
Net loss		(20,775	)		(129,498	)		(150,273	)
Statement of Cash Flows
Net loss		(20,775	)		(129,498	)		(150,273	)
Deferred revenue		—			129,498			129,498
Net cash used in operating activities		(155,769	)		—			(155,769	)

	For the Three Months Ended June 30, 2023
	As Previously Reported			Adjustments		As Restated
Statement of Operations
Sales		1,261,833			50,000		1,311,833
Gross profit		440,917			50,000		490,917
Income (loss) from operations		(36,276	)		50,000		13,724
Net income (loss)		(45,545	)		50,000		4,455

Use of Estimates

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

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

6

Basis of Consolidation

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

Revenue Recognition

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

Unit Sales

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

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

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

Dealer Arrangement Fees

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

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

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

7

Other

The table below provides the break-out of net sales from unit sales and dealer territory fees recognized in the respective periods:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Unit sale (point in time)	$	1,261,833	$	49,000	$	2,267,068	$	125,000
Dealer Territory fees (over time)		50,000		—		70,502		—
Net sales	$	1,311,833	$	49,000	$	2,337,570	$	125,000

Recently Accounting Pronouncements

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

NOTE 3 – LIQUIDITY

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

During the six months ended June 30, 2023, the Company recognized a net loss of $150,273 and cash used by operating activities was $155,769, compared to cash used by operating activities of $732,000 in the prior 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 June 30, 2023, the Company had cash on hand in the amount of $11,028. Management estimates that the current cash funds and the continued increase in revenues will be sufficient to continue operations through June 30, 2024.

NOTE 4 – SALE OF ASSETS

On May 17, 2020, the Company purchased $3,800,000 of various mutual fund assets from a broker. This investment meets the criteria of level one inputs for which quoted market prices are available in active markets for identical assets or liabilities as of the reporting date. As of September 30, 2022, these assets had all been sold. The Company has adjusted the reported amounts for these investments to market value resulting in a realized loss and unrealized loss of $288,281 and $18,000, respectively, as of the year ended December 31, 2022.

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

8

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment consists of the following as of June 30, 2023, and December 31, 2022:

	June 30, 2023		December 31, 2022
Building and improvements		$ 676,025		$ 664,183
Land		96,000		96,000
Vehicles		146,893		146,893
Office equipment		18,421		18,421
Production molds and fixtures		1,095,758		1,095,758
Tooling and fixtures		756,695		462,570
Other equipment		87,992		72,059
Furniture and fixtures		5,628		4,746
		21,475		—
Total property and equipment cost		2,904,888		2,560,630
Less: accumulated depreciation and amortization		(351,548)		(262,523)
Property and equipment, net		$ 2,553,340		$ 2,298,107

NOTE 6 – ACCRUED PAYROLL TO OFFICER

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

NOTE 7 – LOANS PAYABLE TO RELATED PARTIES

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

	2023			2022
Loan payable to officers/shareholders (a)	$	7,154,333		$	7,054,333
Loan Payable to related party - past due (b)		126,295			126,296
Total loans payable to related parties		7,280,629			7,180,629
Loan payable to related party, current portion		(276,000	)		(176,000	)
Total loans payable to related parties		7,004,629			7,004,629

a. On August 5, 2022, the Company acquired Mig Marine Corp. and issued a 6.25% interest bearing note in the amount of $6,878,333; the note is payable to its majority shareholder, Paul Spivak. During the fourth quarter of 2022, there was a loan for $100,000 from Mr. Spivak and another for $76,000 from the Company’s current President & CEO; both these loans are non-interest-bearing loans.

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b. On August 5, 2022, the Company acquired Mig Marine from Paul Spivak, our former CEO and a significant shareholder, for $6,833,333 pursuant to a stock purchase agreement between Mr. Spivak and USLG. The Mig Marine purchase price was completely financed by Mr. Spivak: pursuant to the purchase agreement a 10% deposit of $638,333 was deferred for one year interest free and was due August 5, 2023; and USLG issued Mr. Spivak a promissory note in the amount of $6,195,000 for the remainder. The note bears interest at the rate of 6.25% per year and had a five-year term with monthly installments of principal and interest due beginning on September 5, 2022, with the final payment on August 5, 2027. As we ramped up our camper business and reinvested revenues in the company, we failed to make any payments under the note, and as a result were in default. Reflecting his faith in USLG and in order to support the operations and continued growth of the company, Mr. Spivak waived the default, waived all interest due on the note for 2022 and 2023, and agreed to defer all payments of the deposit and under the note to January 2024, with the final note payment due December 1, 2028. Mr. Spivak provided the waiver and payment deferral on May 1, 2023, effective retroactively.

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

NOTE 8 – LOANS PAYABLE

Loans payable for consisted of the following as of June 30, 2023, and December 31, 2022:

	June 30,			December 31,
	2023			2022
Real Estate loan (a)	$	257,919		$	259,450
Vehicle loans (b)		52,524			59,671
Working capital (c) (d)		244,214			122,135
Total loans payable		554,657			441,256
Loans payable, current portion		(124,824	)		(140,905	)
Loans payable, net of current portion	$	429,833		$	300,351

a. On August 26, 2020, the Company entered into a loan agreement with Apex Commercial Capital Corp. in the principal amount of $265,339 with interest at 9.49% per annum and due on September 10, 2030. The loan requires one hundred nineteen (119) monthly payments of $2,322, with a final balloon payment on the one hundred twentieth (120) month, or September 10, 2030, of $224,835. The loan is guaranteed by the Company, the Company’s former CEO, and secured by the Company’s real estate.

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

c. On November 7, 2022, the Company entered into a $150,000 term loan with Fresh Funding related to the working capital for the production of campers. The loan requires weekly payments of $3,981 over the term of 12 months, has an interest rate of 38% per annum, and is guaranteed by both the Company’s former CEO and the current CEO.

d. On April 19, 2023, the Company entered into term loan with Lending Point in the amount of $30,000 to be used for working capital. The loan requires 60 monthly payments of $690 and has an interest rate of 13.49% per annum.

NOTE 9 – SHAREHOLDERS’ EQUITY

Common Shares Issued for Cash

During the quarter ended June 30, 2023, the Company did not issue any shares of stock for cash.

Summary of Warrants

There were no warrants granted or exercised during the six months ended June 30, 2023.

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NOTE 10 – INCOME TAXES

At December 31, 2021, the Company had available Federal and state net operating loss carryforwards to reduce future taxable income. The amounts available were approximately$1,500,000 for Federal and state purposes. The carryforwards expire in various amounts through 2041. Given the Company’s history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the carryforwards. Accordingly, the Company has not recognized deferred tax assets for this benefit. Section 382 generally limits the use of NOLs and credits following an ownership change, which occurs when one or more 5 percent shareholders increase their ownership, in aggregate, by more than 50 percentage points over the lowest percentage of stock owned by such shareholders at any time during the “testing period” (generally three years).

Effective January 1, 2007, the Company adopted FASB guidelines that address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of June 30, 2023, and December 31, 2022, the Company did not have a liability for unrecognized tax benefits.

The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of June 30, 2023, and December 31, 2022, the Company has not accrued interest or penalties related to uncertain tax positions. Additionally, tax years 2018 through 2022 remain open to examination by the major taxing jurisdictions to which the Company is subject.

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

NOTE 11 – LEGAL PROCEEDINGS

There were no reportable legal proceedings initiated during the quarter ended June 30, 2023.

NOTE 12 – SUBSEQUENT EVENTS

On July 14, 2023, we entered into a common stock purchase agreement with Alumni Capital LP establishing an equity line pursuant to which Alumni agreed to purchase up to $1.0 million of our common stock, subject to the terms of the purchase agreement. The purchase agreement will expire on the earlier of March 31, 2024 or when Alumni has purchased the full $1.0 million of our stock. In the purchase agreement, we agreed to file a registration statement to register the resale of any shares we sell to Alumni, and to use our best efforts to cause the registration statement to be declared effective and remain effective until the Alumni shares have been sold. Once the registration statement is effective, we may request that Alumni purchase shares of our stock, subject to the limitations included in the purchase agreement. We have not yet filed the registration statement or sold any stock to Alumni pursuant to the purchase agreement.

On July 17, 2023, the Company entered into a promissory note with its CEO and President Anthony Corpora for $97,920 to be used as working capital. The note bears an interest rate of 14.49% and requires 84 monthly payments. Also on July 17, 2023, the Company entered into a promissory note with its Controller and Chief Accounting Officer Michael Coates for $50,000 to be used as working capital. The note bears an interest rate of 11.42% and requires 60 monthly payments. Both notes are unsecured “pass through” notes that reflect the terms of personal loans obtained by Messer. Corpora and Coates to fund the Company’s working capital needs.

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

Forward-Looking Statements

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

Although we believe that the expectations, estimates and projections reflected in the forward-looking statements in this report are based on reasonable assumptions when they were made, we cannot assure you that these expectations, estimates and projections will be achieved. We believe the forward-looking statements in this report are reasonable; however, you should not place undue reliance on any forward-looking statements, as they are based on current expectations. Future events and actual results may differ materially from those discussed in the forward-looking statements. Some of the factors that could cause actual results to differ materially from our expectations are discussed Risk Factors beginning on page 6 of our Annual Report on Form 10-K for the year ended December 31, 2022.

Restatement of Previously Issued Financial Statement

As discussed in the Explanatory Note to this Amendment No. 1, included in the interim condensed consolidated financial statements, the Company has restated certain information contained in its previously issued unaudited interim condensed financial statements as of and for period ended June 30, 2023, related to an error in the recognition of revenue related to Futuro Houses dealer territory arrangements.

In this Amendment No. 1, the Company has restated the related financial statement line items impacted. In additions, for further information regarding the matters leading to the restatement and related findings with respect to the Company’s disclosure controls and procedures and internal control over financial reporting, refer to Item 4. Controls and Procedures in Part I of this Amendment No. 1.

General Overview

Unless the context otherwise requires, references in this report to “USLG,” the “company,” “we,” “us” and “our” refer to US Lighting Group, Inc. and its wholly-owned subsidiaries: Cortes Campers, LLC, a brand of high-end molded fiberglass campers; Futuro Houses, LLC, focused on design and sales of molded fiberglass homes; Fusion X Marine, LLC, a high-performance boat designer; and MIG Marine Corporation, a composite manufacturing company that produces proprietary molded fiberglass products for our three business lines.

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

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Cortes Campers designs and manufactures high-end molded fiberglass RV travel trailers and campers designed for comfort, style and durability. We utilize superior quality materials and fiberglass construction resulting in significantly stronger, more durable and lighter weight products. Cortes Campers’ first product is the Cortes 17, a 17-foot long single axle tow-behind molded fiberglass camper. In the second quarter of 2023, we introduced a new floorplan, Cortes 16, which has expanded sleeping capacity with a king size bed. We are currently developing additional models, including a larger, family-oriented all composite 22-foot travel trailer. Cortes Campers has established a network of professional RV dealerships to market and distribute its products. As of June 30, 2023, Cortes Campers are available through 37 dealer locations in US and Canada.

Recognizing that we could utilize many of the same technologies and manufacturing processes we have perfected for the Cortes Campers line of RVs to make small, prefabricated homes, we began exploring the market in early 2022. The international tiny-house movement has gained new relevance in the recent years as the quest for off-grid, rugged, prefabricated homes has entered the mainstream and was further fueled by the COVID-19 pandemic. We named our modular housing line Futuro Houses after the Futuro Pod, the iconic “UFO house” designed by Finnish architect Matti Suuronen, of which fewer than one hundred were built during the late 1960s and early 1970s. Our first home design is an update of the original Futuro utilizing modular construction and fiberglass for structural integrity and energy efficiency and designed to address modern residential requirements in a 600-square-foot living space. The Futuro can also serve as a commercial structure as it is currently available as a “shell kit” to be outfitted by consumers to meet their needs. We exhibited the Futuro house at the Cleveland Home & Remodeling Expo in March 2023, signed our first distributor in New York, and sold our first home in May 2023.

In early 2021, we formed Fusion X Marine to design, manufacture and distribute high-performance speed boats utilizing advanced fiberglass composites. Our first boat model is the X-15, a miniature speed boat designed for rental sites and excursions, as well as to serve as an entry-level boat for first time buyers. Tooling and molds have been developed for this model and the X-15 is expected to go into production in the fourth quarter of 2023. The similarly styled X-27 is a 27-foot fiberglass V-hull speedboat and is designed for speed and superior maneuverability. The tooling and molds for the X-27 are currently under development and the model is not yet available for pre-orders. As of June 30, 2023, Fusion X Marine has not generated revenue for us.

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

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

Recent Events

Cortes Campers will exhibit at the largest RV industry consumer and trade shows in the fall of 2023, the Hershey RV show in Pennsylvania and the Elkhart RV Dealer Open House in Indiana.

On July 14, 2023, we entered into a common stock purchase agreement with Alumni Capital LP establishing an equity line pursuant to which Alumni agreed to purchase up to $1.0 million of our common stock, subject to the terms of the purchase agreement. The purchase agreement will expire on the earlier of March 31, 2024 or when Alumni has purchased the full $1.0 million of our stock. In the purchase agreement, we agreed to file a registration statement to register the resale of any shares we sell to Alumni, and to use our best efforts to cause the registration statement to be declared effective and remain effective until the Alumni shares have been sold. Once the registration statement is effective, we may request that Alumni purchase shares of our stock, subject to the limitations included in the purchase agreement. We have not yet filed the registration statement or sold any stock to Alumni pursuant to the purchase agreement.

On June 13, 2023, USLG held its 2023 annual meeting of shareholders. At the meeting, our shareholders: (i) elected Anthony C. Corpora, Patricia A. Salaciak and Olga Smirnova to our board of directors; and (ii) ratified the appointment of the accounting firm of BF Borgers CPA PC to serve as our independent registered public accounting firm for 2023.

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Results of Operations for the Three Months Ended June 30, 2023 Compared to the Three Months Ended June 30, 2022

Sales

Total sales for the quarter ended June 30, 2023, were $1,311,833, compared to $49,000 for the second quarter of 2022, an increase of $1,262,833. The increase in sales is attributed to current quarter sales of $1,212,833 of recreational vehicles (RV) and related components sales by Cortes Campers and $50,000 of revenue from Futuro Houses dealer license fees.

Cost of Goods Sold

Cost of goods sold for the quarter ended June 30, 2023, were $820,916, compared to $44,000 for the second quarter of 2022. The increase in cost of goods sold relates to camper sales by Cortes Campers.

Operating Expenses

Selling, general and administrative expenses were $477,193 for the quarter ended June 30, 2023, compared to $325,000 for the second quarter of 2022, an increase of $152,193, or 46.8%. The increase over the prior year is attributed to increased personnel costs associated with Cortes Campers.

Other Income/Expense

During the quarter ended June 30, 2023, we had total other expense of $9,269, compared to $80,000 for the second quarter of 2022.

Net Income (Loss)

As a result of the factors discussed above, we had net income of $4,455 for the quarter ended June 30, 2023, compared to a net loss of $400,000 for the second quarter of 2022.

Results of Operations for the Six Months Ended June 30, 2023 Compared to the Six Months Ended June 30, 2022

Sales

Total sales for the six months ended June 30, 2023, were $2,337,570, compared to $125,000 for the six months ended June 30, 2022, an increase of $2,212,570. The increase in sales is attributed primarily to Cortes Campers sales.

Cost of Goods Sold

Cost of goods sold for the six months ended June 30, 2023, were $1,522,235, compared to $112,000 for the six months ended the June 30, 2022. The increase in cost of goods sold in 2023 relates primarily to the increase in camper sales by Cortes Campers.

Operating Expenses

Selling, general and administrative expenses (“SG&A”) were $949,542 for the six months ended June 30, 2023, compared to $591,000 for the first six months of 2022, an increase of $358,542, or 61%. The increase over the prior year is attributed to increased personnel costs associated with Cortes Campers and professional fees related to reporting as a public company.

Other Income/Expense

During the six months ended June 30, 2023, we had total other expense of $16,066, all relating to interest expense. This compares to $198,000 for the first six months of 2022, which included other income of $94,000, unrealized loss from investments of $274,000, realized loss from investments of $18,000, interest income of $3,000, interest expense of $16,000 and gain on disposal of fixed assets of $13,000.

Net Income (Loss)

As a result of the factors discussed above, we had a net loss $150,273 for the six months ended June 30, 2023, compared to a net loss of $776,000 for the first six months of 2022. Our overall net loss decreased mainly due to increased sales.

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Liquidity and Capital Resources

Net cash used in operating activities for the six months ended June 30, 2023, was $155,769 compared to $732,000 for the first six months of 2022.

Net cash used in investing activities was $344,258 for the six months ended June 30, 2023, compared to $1,022,000 of cash provided by investing activities for the first six months of 2022. The difference is primarily due to proceeds of $1,023,000 received from trading securities as compared with a much larger investment in fixed assets of $344,258 for the first six months of 2023.

Net cash provided by financing activities for the six months ended June 30, 2023 was $386,526 which included proceeds of $173,125 received from the sale of common stock and proceeds of $213,401 from loans payable. Net cash used in financing activities for the first six months of 2022 was $457,000, which was all for the repayment of loans payable.

Critical Accounting Policies and Estimates

Please refer to our Annual Report on Form 10-K for the year ended December 31, 2022, for a full discussion of our critical accounting policies. In this Amendment No. 1, the Company is amending and replacing its previously disclosed accounting for revenue recognition to the following:

Unit Sales

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

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

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

Dealer Arrangement Fees

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

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

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

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13(a)-15(e) and 15(d)-15(e) under the Exchange Act, at the time the Original Form 10-Q was filed, our Chief Executive Officer and Chief Financial Officer carried out evaluations of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023, and concluded that our disclosure controls and procedures were effective. After filing the Original Form 10-Q, the Company identified a material weakness in internal control over financial reporting as described below. As a result, our Chief Executive Officer and Chief Financial Officer have re-evaluated the disclosure controls and procedures and concluded that our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) under the Exchange Act) were not effective as of June 30, 2023, due to the material weakness in internal control over financial reporting as described below.

Material Weakness in Internal Control over Financial Reporting

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

Remediation Plan

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

Changes in Internal Control over Financial Reporting

Other than described above, there have been no changes in our internal control over financial reporting during the quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

Please refer to the risk factors listed under “Item 1A: Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 for information relating to certain risk factors applicable to USLG.

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

During the quarter ended June 30, 2023, we issued 56,250 unregistered shares of our common stock for compensatory purposes as described in more detail below.

On June 30, 2023, we issued a total of 22,500 unregistered shares to three of our Mig Marine employees as a bonus reflecting their contribution to the company during the first quarter of 2023. The issuance of bonus shares to our employees was exempt from registration under Section 4(a)(2) of the Securities Act.

On June 30, 2023, we issued 10,000 unregistered shares to an accredited outside consultant for assistance with workplace related compliance matters provided to USLG during the first and second quarters. The issuance of shares for consulting services was exempt from registration under Section 4(a)(2) of the Securities Act.

On June 30, 2023, we issued 23,750 unregistered shares to an accredited former employee of the company for reimbursement of $2,375 of USLG expenses he previously paid for while employed by USLG. The issuance of shares to reimburse the former employee was exempt from registration under Section 4(a)(2) of the Securities Act.

On June 8, 2023, we purchased 10,000 shares of our common stock from a private investor for $2,500. We purchased the shares directly from the investor in a private transaction at the request of the investor. We did not purchase any of our shares in the market during the second quarter and currently have no further plans to repurchase any of our shares.

Item 3. Defaults Upon Senior Securities.

During the quarter ended June 30, 2023, USLG was not in material default with respect to any of its material indebtedness.

Item 4. Mine Safety Disclosures.

We are not engaged in mining operations.

Item 5. Other Information.

We have disclosed on Form 8-K all reportable events that occurred in the quarter ended June 30, 2023.

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Item 6. Exhibits.

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

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SIGNATURES

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

	US Lighting Group, Inc.
December 12, 2023	/s/ Anthony Corpora
	By Anthony Corpora, Chief Executive Officer (Principal Executive Officer)
December 12, 2023	/s/ Donald O. Retreage, Jr.
	By Donald O. Retreage, Jr., Chief Financial Officer (Principal Financial Officer)
December 12, 2023	/s/ Michael A. Coates
	By Michael A. Coates, Corporate Controller (Principal Accounting Officer)

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EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
17 CFR SECTION 240.13a-14(a)

I, Anthony Corpora, certify that:

1. I have reviewed this Amended Quarterly Report on Form 10-Q/A of US Lighting Group, Inc. for the period ending June 30, 2023;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 12, 2023

/s/ Anthony Corpora

Anthony Corpora, Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
17 CFR SECTION 240.13a-14(a)

I, Donald O. Retreage Jr., certify that:

1. I have reviewed this Amended Quarterly Report on Form 10-Q/A of US Lighting Group, Inc. for the period ending June 30, 2023;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 12, 2023

/s/ Donald O. Retreage Jr.

Donald O. Retreage Jr., Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the filing of the Amended Quarterly Report of US Lighting Group, Inc. (the “Company”) on Form 10-Q/A for the period ending June 30, 2023 (the “Report”) with the Securities and Exchange Commission, I, Anthony Corpora, Chief Executive Officer of the Company, and I, Donald O. Retreage Jr., Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Report fairly presents, in all material respects, the financial condition and the results of operations of the Company for such period.

Dated: December 12, 2023

/s/ Anthony Corpora

Anthony Corpora, Chief Executive Officer

/s/ Donald O. Retreage Jr.

Donald O. Retreage Jr., Chief Financial Officer

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Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2023	Aug. 08, 2023
Document Information Line Items
Entity Registrant Name	U.S. Lighting Group, Inc.
Trading Symbol	N/A
Document Type	10-Q/A
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		101,786,188
Amendment Flag	true
Amendment Description	US Lighting Group, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment No. 1”) to amend its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 (the “Original Form 10-Q”) filed with the Securities and Exchange Commission (the “SEC”) on August 15, 2023.
Entity Central Index Key	0001536394
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-55689
Entity Incorporation, State or Country Code	FL
Entity Tax Identification Number	46-3556776
Entity Address, Address Line One	1148 East 222nd Street
Entity Address, City or Town	Euclid
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44117
City Area Code	(216)
Local Phone Number	896-7000
Title of 12(b) Security	N/A
Security Exchange Name	NONE
Entity Interactive Data Current	Yes

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Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current Assets:
Cash	$ 11,028	$ 124,529
Accounts receivable	457,842	5,950
Prepaid expenses and other current assets	6,639	87,174
Inventory	88,874	200,162
Total Current Assets	564,383	417,815
Property and equipment, net	2,553,340	2,298,107
Total Assets	3,117,723	2,715,922
Current Liabilities:
Accounts payable	672,385	607,647
Accrued expenses	82,535	111,223
Accrued payroll to a former officer	125,167	125,167
Convertible notes payable	129,498
Loan payable– current portion	124,824	140,905
Total Current Liabilities	1,410,409	1,160,942
Loans payable, net of current portion	429,833	300,351
Total Liabilities	8,844,871	8,465,922
Commitments and Contingencies
Shareholders’ Equity:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding
Common stock, $0.0001 par value, 500,000,000 shares authorized; 101,609,825 shares issued and outstanding	10,382	10,209
Additional paid-in-capital	19,944,063	19,771,111
Accumulated deficit	(25,681,593)	(25,531,320)
Total Shareholders’ Equity	(5,727,148)	(5,750,000)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	3,117,723	2,715,922
Related Party
Current Liabilities:
Loans payable, related party	276,000	176,000
Loans Payable, related party	$ 7,004,629	$ 7,004,629

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Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	101,609,825	101,609,825
Common stock, shares outstanding	101,609,825	101,609,825

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Sales	$ 1,311,833	$ 49,000	$ 2,337,570	$ 125,000
Cost of goods sold	820,916	44,000	1,522,235	112,000
Gross profit	490,917	5,000	815,335	13,000
Operating expenses:
Selling, general and administrative expenses	477,193	325,000	949,542	591,000
Total operating expenses	477,193	325,000	949,542	591,000
Income (loss) from operations	13,724	(320,000)	(134,207)	(578,000)
Other income (expense):
Other income, net		79,000		94,000
Unrealized gain (loss)		(117,000)		(274,000)
Realized loss		(49,000)		18,000
Interest income	549	1,000	798	3,000
Interest expense	(9,818)	(7,000)	(16,864)	(16,000)
Interest expense, related party
Gain on disposal of fixed assets		13,000		13,000
Total other income (expense)	(9,269)	(80,000)	(16,066)	(198,000)
Net income (loss)	$ 4,455	$ (400,000)	$ (150,273)	$ (776,000)
Basic income (loss) per share (in Dollars per share)	$ 0	$ 0	$ 0	$ (0.01)
Diluted income (loss) per share (in Dollars per share)
Weighted average common shares outstanding, basic (in Shares)	98,947,384	97,848,735	97,947,384	97,848,735
Weighted average common shares outstanding, diluted (in Shares)	98,947,384	97,848,735	97,947,384	97,848,375

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Condensed Consolidated Statements of Shareholders’ Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021		$ 10,000	$ 17,791,000	$ (16,256,000)	$ 1,545,000
Balance (in Shares) at Dec. 31, 2021		97,848,735
Net Income (Loss)				(376,000)	(376,000)
Balance at Mar. 31, 2022		$ 10,000	17,791,000	(16,632,000)	1,169,000
Balance (in Shares) at Mar. 31, 2022		97,848,735
Balance at Dec. 31, 2021		$ 10,000	17,791,000	(16,256,000)	1,545,000
Balance (in Shares) at Dec. 31, 2021		97,848,735
Net Income (Loss)					(776,000)
Balance at Jun. 30, 2022		$ 10,000	17,791,000	(17,032,000)	769,000
Balance (in Shares) at Jun. 30, 2022		97,848,735
Balance at Mar. 31, 2022		$ 10,000	17,791,000	(16,632,000)	1,169,000
Balance (in Shares) at Mar. 31, 2022		97,848,735
Net Income (Loss)				(400,000)	(400,000)
Balance at Jun. 30, 2022		$ 10,000	17,791,000	(17,032,000)	769,000
Balance (in Shares) at Jun. 30, 2022		97,848,735
Balance at Dec. 31, 2022		$ 10,209	19,771,111	(25,531,321)	$ (5,750,000)
Balance (in Shares) at Dec. 31, 2022		99,934,825			101,609,825
Proceeds from sales of Common Stock		$ 167	167,332		$ 167,500
Proceeds from sales of Common Stock (in Shares)		1,675,000
Net Income (Loss)				(154,728)	(154,728)
Balance at Mar. 31, 2023		$ 10,376	19,938,443	(25,686,049)	(5,737,229)
Balance (in Shares) at Mar. 31, 2023		101,609,825
Balance at Dec. 31, 2022		$ 10,209	19,771,111	(25,531,321)	$ (5,750,000)
Balance (in Shares) at Dec. 31, 2022		99,934,825			101,609,825
Net Income (Loss)					$ (150,273)
Balance at Jun. 30, 2023		$ 10,382	19,944,063	(25,681,593)	$ (5,727,148)
Balance (in Shares) at Jun. 30, 2023		101,666,075			101,609,825
Balance at Mar. 31, 2023		$ 10,376	19,938,443	(25,686,049)	$ (5,737,229)
Balance (in Shares) at Mar. 31, 2023		101,609,825
Stock Issued for Services & Compensation		$ 6	5,619		5,625
Stock Issued for Services & Compensation (in Shares)		56,250
Net Income (Loss)				4,455	4,455
Balance at Jun. 30, 2023		$ 10,382	$ 19,944,063	$ (25,681,593)	$ (5,727,148)
Balance (in Shares) at Jun. 30, 2023		101,666,075			101,609,825

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash Flows from Operating Activities
Net Loss	$ (150,273)	$ (776,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	85,653	36,000
Stock issued for services & compensation	3,372
Realized gain from investments		18,000
Unrealized gain from investments		274,000
Changes in Assets and Liabilities:
Accounts receivable	(451,892)
Inventory	111,228
Prepaid expenses and other	80,534	(51,000)
Accounts payable	64,798	(11,000)
Customer advanced payments		67,000
Accrued expenses	129,498	(3,000)
Accrued interest on related party loans		4,000
Accrued interest on loans	(28,687)	(290,000)
Net cash used in operating activities	(155,769)	(732,000)
Cash Flows from Investing Activities:
Purchase of property and equipment	(344,258)	(1,000)
Sale of fixed assets		35,000
Proceeds from investments		988,000
Net cash (used in) provided by investing activities	(344,258)	1,022,000
Cash Flows from Financing Activities:
Proceeds from sale of common stock	173,125
Proceeds from loans payable	213,401
Payment of loans payable		(46,000)
Payments on notes payable related party		(411,000)
Net cash provided by (used in) financing activities	386,526	(457,000)
Net change in cash	(113,501)	(167,000)
Cash beginning of period	124,529	286,000
Cash end of period	11,028	119,000
Supplemental Cash Flow Information:
Interest paid	16,864	430,000
Taxes paid

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Organization

6 Months Ended

Jun. 30, 2023

Organization [Abstract]

ORGANIZATION

NOTE 1 – ORGANIZATION

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

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

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

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

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

As of March 31, 2023, our revenue was driven by shipments of fiberglass campers marketed under the Cortes Campers brand and to a lesser extent from dealerships for the Futuro Housing brand.

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

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Restatement of Previously Issued Financial Statements

The Company’s previously issued financial statements as of and for the three and six months ended June 30, 2023, contained an error in the Balance Sheet and Statement of Operations related to the revenue recognition for Dealer Territory arrangements. In the previously issued financial statements, $200,000 of fees from Dealer Territory arrangements were recognized as revenue at a point in time for the three months ended March 31, 2023. Pursuant to ASC 606, Revenue from Contracts with Customers, those fees should have been recognized over the expected term of the arrangement. As a result, revenue was overstated by $129,498 in the Statement of Operations and deferred revenue understated by a corresponding amount in the Balance Sheet as of and for the six months ended June 30, 2023.

The effects of the correction of the prior-period misstatement to the specific line items previously presented in the condensed consolidated financial statements are reflected in the tables below:

	For the Six Months Ended June 30, 2023
	As Previously Reported			Adjustments			As Restated
Balance Sheet:
Deferred revenue		—			129,498			129,498
Current liabilities		1,280,913			129,498			1,410,411
Total liabilities		8,715,375			129,498			8,844,873
Accumulated deficit		(25,552,093	)		(129,498	)		(25,681,593	)
Total Shareholders’ Equity (Deficit)		(5,597,650	)		(129,498	)		(5,727,148	)
Statement of Operations
Sales		2,467,068			(129,498	)		2,337,570
Gross profit		944,833			(129,498	)		815,535
Loss from operations		(4,709	)		(129,498	)		(134,207	)
Net loss		(20,775	)		(129,498	)		(150,273	)
Statement of Cash Flows
Net loss		(20,775	)		(129,498	)		(150,273	)
Deferred revenue		—			129,498			129,498
Net cash used in operating activities		(155,769	)		—			(155,769	)

	For the Three Months Ended June 30, 2023
	As Previously Reported			Adjustments		As Restated
Statement of Operations
Sales		1,261,833			50,000		1,311,833
Gross profit		440,917			50,000		490,917
Income (loss) from operations		(36,276	)		50,000		13,724
Net income (loss)		(45,545	)		50,000		4,455

Use of Estimates

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

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Basis of Consolidation

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

Revenue Recognition

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

Unit Sales

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

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

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

Dealer Arrangement Fees

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

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

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

Other

The table below provides the break-out of net sales from unit sales and dealer territory fees recognized in the respective periods:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Unit sale (point in time)	$	1,261,833	$	49,000	$	2,267,068	$	125,000
Dealer Territory fees (over time)		50,000		—		70,502		—
Net sales	$	1,311,833	$	49,000	$	2,337,570	$	125,000

Recently Accounting Pronouncements

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

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Liquidity

6 Months Ended

Jun. 30, 2023

Liquidity [Abstract]

LIQUIDITY

NOTE 3 – LIQUIDITY

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

During the six months ended June 30, 2023, the Company recognized a net loss of $150,273 and cash used by operating activities was $155,769, compared to cash used by operating activities of $732,000 in the prior 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 June 30, 2023, the Company had cash on hand in the amount of $11,028. Management estimates that the current cash funds and the continued increase in revenues will be sufficient to continue operations through June 30, 2024.

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Sale of Assets

6 Months Ended

Jun. 30, 2023

Discontinued Operations and Disposal Groups [Abstract]

Sale of Assets

NOTE 4 – SALE OF ASSETS

On May 17, 2020, the Company purchased $3,800,000 of various mutual fund assets from a broker. This investment meets the criteria of level one inputs for which quoted market prices are available in active markets for identical assets or liabilities as of the reporting date. As of September 30, 2022, these assets had all been sold. The Company has adjusted the reported amounts for these investments to market value resulting in a realized loss and unrealized loss of $288,281 and $18,000, respectively, as of the year ended December 31, 2022.

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

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Property and Equipment

6 Months Ended

Jun. 30, 2023

Property and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment consists of the following as of June 30, 2023, and December 31, 2022:

	June 30, 2023		December 31, 2022
Building and improvements		$ 676,025		$ 664,183
Land		96,000		96,000
Vehicles		146,893		146,893
Office equipment		18,421		18,421
Production molds and fixtures		1,095,758		1,095,758
Tooling and fixtures		756,695		462,570
Other equipment		87,992		72,059
Furniture and fixtures		5,628		4,746
		21,475		—
Total property and equipment cost		2,904,888		2,560,630
Less: accumulated depreciation and amortization		(351,548)		(262,523)
Property and equipment, net		$ 2,553,340		$ 2,298,107

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Accrued Payroll to Officer

6 Months Ended

Jun. 30, 2023

Accrued Payroll to Officer [Abstract]

ACCRUED PAYROLL TO OFFICER

NOTE 6 – ACCRUED PAYROLL TO OFFICER

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

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Loans Payable to Related Parties

6 Months Ended

Jun. 30, 2023

Loans Payable to Related Parties [Abstract]

LOANS PAYABLE TO RELATED PARTIES

NOTE 7 – LOANS PAYABLE TO RELATED PARTIES

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

	2023			2022
Loan payable to officers/shareholders (a)	$	7,154,333		$	7,054,333
Loan Payable to related party - past due (b)		126,295			126,296
Total loans payable to related parties		7,280,629			7,180,629
Loan payable to related party, current portion		(276,000	)		(176,000	)
Total loans payable to related parties		7,004,629			7,004,629

a. On August 5, 2022, the Company acquired Mig Marine Corp. and issued a 6.25% interest bearing note in the amount of $6,878,333; the note is payable to its majority shareholder, Paul Spivak. During the fourth quarter of 2022, there was a loan for $100,000 from Mr. Spivak and another for $76,000 from the Company’s current President & CEO; both these loans are non-interest-bearing loans.

b. On August 5, 2022, the Company acquired Mig Marine from Paul Spivak, our former CEO and a significant shareholder, for $6,833,333 pursuant to a stock purchase agreement between Mr. Spivak and USLG. The Mig Marine purchase price was completely financed by Mr. Spivak: pursuant to the purchase agreement a 10% deposit of $638,333 was deferred for one year interest free and was due August 5, 2023; and USLG issued Mr. Spivak a promissory note in the amount of $6,195,000 for the remainder. The note bears interest at the rate of 6.25% per year and had a five-year term with monthly installments of principal and interest due beginning on September 5, 2022, with the final payment on August 5, 2027. As we ramped up our camper business and reinvested revenues in the company, we failed to make any payments under the note, and as a result were in default. Reflecting his faith in USLG and in order to support the operations and continued growth of the company, Mr. Spivak waived the default, waived all interest due on the note for 2022 and 2023, and agreed to defer all payments of the deposit and under the note to January 2024, with the final note payment due December 1, 2028. Mr. Spivak provided the waiver and payment deferral on May 1, 2023, effective retroactively.

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

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Loans Payable

6 Months Ended

Jun. 30, 2023

Loans Payable [Abstract]

LOANS PAYABLE

NOTE 8 – LOANS PAYABLE

Loans payable for consisted of the following as of June 30, 2023, and December 31, 2022:

	June 30,			December 31,
	2023			2022
Real Estate loan (a)	$	257,919		$	259,450
Vehicle loans (b)		52,524			59,671
Working capital (c) (d)		244,214			122,135
Total loans payable		554,657			441,256
Loans payable, current portion		(124,824	)		(140,905	)
Loans payable, net of current portion	$	429,833		$	300,351

a. On August 26, 2020, the Company entered into a loan agreement with Apex Commercial Capital Corp. in the principal amount of $265,339 with interest at 9.49% per annum and due on September 10, 2030. The loan requires one hundred nineteen (119) monthly payments of $2,322, with a final balloon payment on the one hundred twentieth (120) month, or September 10, 2030, of $224,835. The loan is guaranteed by the Company, the Company’s former CEO, and secured by the Company’s real estate.

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

c. On November 7, 2022, the Company entered into a $150,000 term loan with Fresh Funding related to the working capital for the production of campers. The loan requires weekly payments of $3,981 over the term of 12 months, has an interest rate of 38% per annum, and is guaranteed by both the Company’s former CEO and the current CEO.

d. On April 19, 2023, the Company entered into term loan with Lending Point in the amount of $30,000 to be used for working capital. The loan requires 60 monthly payments of $690 and has an interest rate of 13.49% per annum.

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Shareholders’ Equity

6 Months Ended

Jun. 30, 2023

Shareholders’ Equity [Abstract]

SHAREHOLDERS' EQUITY

NOTE 9 – SHAREHOLDERS’ EQUITY

Common Shares Issued for Cash

During the quarter ended June 30, 2023, the Company did not issue any shares of stock for cash.

Summary of Warrants

There were no warrants granted or exercised during the six months ended June 30, 2023.

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Income Taxes

6 Months Ended

Jun. 30, 2023

Income taxes [Abstract]

INCOME TAXES

NOTE 10 – INCOME TAXES

At December 31, 2021, the Company had available Federal and state net operating loss carryforwards to reduce future taxable income. The amounts available were approximately$1,500,000 for Federal and state purposes. The carryforwards expire in various amounts through 2041. Given the Company’s history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the carryforwards. Accordingly, the Company has not recognized deferred tax assets for this benefit. Section 382 generally limits the use of NOLs and credits following an ownership change, which occurs when one or more 5 percent shareholders increase their ownership, in aggregate, by more than 50 percentage points over the lowest percentage of stock owned by such shareholders at any time during the “testing period” (generally three years).

Effective January 1, 2007, the Company adopted FASB guidelines that address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of June 30, 2023, and December 31, 2022, the Company did not have a liability for unrecognized tax benefits.

The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of June 30, 2023, and December 31, 2022, the Company has not accrued interest or penalties related to uncertain tax positions. Additionally, tax years 2018 through 2022 remain open to examination by the major taxing jurisdictions to which the Company is subject.

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

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Legal Proceedings

6 Months Ended

Jun. 30, 2023

Legal Proceedings [Abstract]

LEGAL PROCEEDINGS

NOTE 11 – LEGAL PROCEEDINGS

There were no reportable legal proceedings initiated during the quarter ended June 30, 2023.

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Subsequent Events

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 12 – SUBSEQUENT EVENTS

On July 14, 2023, we entered into a common stock purchase agreement with Alumni Capital LP establishing an equity line pursuant to which Alumni agreed to purchase up to $1.0 million of our common stock, subject to the terms of the purchase agreement. The purchase agreement will expire on the earlier of March 31, 2024 or when Alumni has purchased the full $1.0 million of our stock. In the purchase agreement, we agreed to file a registration statement to register the resale of any shares we sell to Alumni, and to use our best efforts to cause the registration statement to be declared effective and remain effective until the Alumni shares have been sold. Once the registration statement is effective, we may request that Alumni purchase shares of our stock, subject to the limitations included in the purchase agreement. We have not yet filed the registration statement or sold any stock to Alumni pursuant to the purchase agreement.

On July 17, 2023, the Company entered into a promissory note with its CEO and President Anthony Corpora for $97,920 to be used as working capital. The note bears an interest rate of 14.49% and requires 84 monthly payments. Also on July 17, 2023, the Company entered into a promissory note with its Controller and Chief Accounting Officer Michael Coates for $50,000 to be used as working capital. The note bears an interest rate of 11.42% and requires 60 monthly payments. Both notes are unsecured “pass through” notes that reflect the terms of personal loans obtained by Messer. Corpora and Coates to fund the Company’s working capital needs.

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Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2023

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

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

Restatement of Previously Issued Financial Statements

Restatement of Previously Issued Financial Statements

The Company’s previously issued financial statements as of and for the three and six months ended June 30, 2023, contained an error in the Balance Sheet and Statement of Operations related to the revenue recognition for Dealer Territory arrangements. In the previously issued financial statements, $200,000 of fees from Dealer Territory arrangements were recognized as revenue at a point in time for the three months ended March 31, 2023. Pursuant to ASC 606, Revenue from Contracts with Customers, those fees should have been recognized over the expected term of the arrangement. As a result, revenue was overstated by $129,498 in the Statement of Operations and deferred revenue understated by a corresponding amount in the Balance Sheet as of and for the six months ended June 30, 2023.

The effects of the correction of the prior-period misstatement to the specific line items previously presented in the condensed consolidated financial statements are reflected in the tables below:

	For the Six Months Ended June 30, 2023
	As Previously Reported			Adjustments			As Restated
Balance Sheet:
Deferred revenue		—			129,498			129,498
Current liabilities		1,280,913			129,498			1,410,411
Total liabilities		8,715,375			129,498			8,844,873
Accumulated deficit		(25,552,093	)		(129,498	)		(25,681,593	)
Total Shareholders’ Equity (Deficit)		(5,597,650	)		(129,498	)		(5,727,148	)
Statement of Operations
Sales		2,467,068			(129,498	)		2,337,570
Gross profit		944,833			(129,498	)		815,535
Loss from operations		(4,709	)		(129,498	)		(134,207	)
Net loss		(20,775	)		(129,498	)		(150,273	)
Statement of Cash Flows
Net loss		(20,775	)		(129,498	)		(150,273	)
Deferred revenue		—			129,498			129,498
Net cash used in operating activities		(155,769	)		—			(155,769	)

	For the Three Months Ended June 30, 2023
	As Previously Reported			Adjustments		As Restated
Statement of Operations
Sales		1,261,833			50,000		1,311,833
Gross profit		440,917			50,000		490,917
Income (loss) from operations		(36,276	)		50,000		13,724
Net income (loss)		(45,545	)		50,000		4,455

Use of Estimates

Use of Estimates

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

Concentrations of Credit Risk

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.

Cash Equivalents

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Basis of Consolidation

Basis of Consolidation

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

evenue Recognition

Revenue Recognition

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

Unit Sales

Unit Sales

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

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

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

Dealer Arrangement Fees

Dealer Arrangement Fees

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

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

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

Other

Other

The table below provides the break-out of net sales from unit sales and dealer territory fees recognized in the respective periods:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Unit sale (point in time)	$	1,261,833	$	49,000	$	2,267,068	$	125,000
Dealer Territory fees (over time)		50,000		—		70,502		—
Net sales	$	1,311,833	$	49,000	$	2,337,570	$	125,000

Recently Accounting Pronouncements

Recently Accounting Pronouncements

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

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2023

Schedule of property and equipment estimated useful lives [Abstract]

Schedule of Condensed Consolidated Financial Statements

	For the Six Months Ended June 30, 2023
	As Previously Reported			Adjustments			As Restated
Balance Sheet:
Deferred revenue		—			129,498			129,498
Current liabilities		1,280,913			129,498			1,410,411
Total liabilities		8,715,375			129,498			8,844,873
Accumulated deficit		(25,552,093	)		(129,498	)		(25,681,593	)
Total Shareholders’ Equity (Deficit)		(5,597,650	)		(129,498	)		(5,727,148	)
Statement of Operations
Sales		2,467,068			(129,498	)		2,337,570
Gross profit		944,833			(129,498	)		815,535
Loss from operations		(4,709	)		(129,498	)		(134,207	)
Net loss		(20,775	)		(129,498	)		(150,273	)
Statement of Cash Flows
Net loss		(20,775	)		(129,498	)		(150,273	)
Deferred revenue		—			129,498			129,498
Net cash used in operating activities		(155,769	)		—			(155,769	)

	For the Three Months Ended June 30, 2023
	As Previously Reported			Adjustments		As Restated
Statement of Operations
Sales		1,261,833			50,000		1,311,833
Gross profit		440,917			50,000		490,917
Income (loss) from operations		(36,276	)		50,000		13,724
Net income (loss)		(45,545	)		50,000		4,455

Schedule of Provides the Break-Out of Net Sales from Unit Sales and Dealer Territory Fees

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Unit sale (point in time)	$	1,261,833	$	49,000	$	2,267,068	$	125,000
Dealer Territory fees (over time)		50,000		—		70,502		—
Net sales	$	1,311,833	$	49,000	$	2,337,570	$	125,000

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Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2023

Property and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consists of the following as of June 30, 2023, and December 31, 2022:

	June 30, 2023		December 31, 2022
Building and improvements		$ 676,025		$ 664,183
Land		96,000		96,000
Vehicles		146,893		146,893
Office equipment		18,421		18,421
Production molds and fixtures		1,095,758		1,095,758
Tooling and fixtures		756,695		462,570
Other equipment		87,992		72,059
Furniture and fixtures		5,628		4,746
		21,475		—
Total property and equipment cost		2,904,888		2,560,630
Less: accumulated depreciation and amortization		(351,548)		(262,523)
Property and equipment, net		$ 2,553,340		$ 2,298,107

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Loans Payable to Related Parties (Tables)

6 Months Ended

Jun. 30, 2023

Loans Payable To Related Parties Table Abstract

Schedule of Loans Payable to Related Parties

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

	2023			2022
Loan payable to officers/shareholders (a)	$	7,154,333		$	7,054,333
Loan Payable to related party - past due (b)		126,295			126,296
Total loans payable to related parties		7,280,629			7,180,629
Loan payable to related party, current portion		(276,000	)		(176,000	)
Total loans payable to related parties		7,004,629			7,004,629

a. On August 5, 2022, the Company acquired Mig Marine Corp. and issued a 6.25% interest bearing note in the amount of $6,878,333; the note is payable to its majority shareholder, Paul Spivak. During the fourth quarter of 2022, there was a loan for $100,000 from Mr. Spivak and another for $76,000 from the Company’s current President & CEO; both these loans are non-interest-bearing loans.

b. On August 5, 2022, the Company acquired Mig Marine from Paul Spivak, our former CEO and a significant shareholder, for $6,833,333 pursuant to a stock purchase agreement between Mr. Spivak and USLG. The Mig Marine purchase price was completely financed by Mr. Spivak: pursuant to the purchase agreement a 10% deposit of $638,333 was deferred for one year interest free and was due August 5, 2023; and USLG issued Mr. Spivak a promissory note in the amount of $6,195,000 for the remainder. The note bears interest at the rate of 6.25% per year and had a five-year term with monthly installments of principal and interest due beginning on September 5, 2022, with the final payment on August 5, 2027. As we ramped up our camper business and reinvested revenues in the company, we failed to make any payments under the note, and as a result were in default. Reflecting his faith in USLG and in order to support the operations and continued growth of the company, Mr. Spivak waived the default, waived all interest due on the note for 2022 and 2023, and agreed to defer all payments of the deposit and under the note to January 2024, with the final note payment due December 1, 2028. Mr. Spivak provided the waiver and payment deferral on May 1, 2023, effective retroactively.

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Loans Payable (Tables)

6 Months Ended

Jun. 30, 2023

Loans Payable [Abstract]

Schedule of Loans Payable

Loans payable for consisted of the following as of June 30, 2023, and December 31, 2022:

	June 30,			December 31,
	2023			2022
Real Estate loan (a)	$	257,919		$	259,450
Vehicle loans (b)		52,524			59,671
Working capital (c) (d)		244,214			122,135
Total loans payable		554,657			441,256
Loans payable, current portion		(124,824	)		(140,905	)
Loans payable, net of current portion	$	429,833		$	300,351

a. On August 26, 2020, the Company entered into a loan agreement with Apex Commercial Capital Corp. in the principal amount of $265,339 with interest at 9.49% per annum and due on September 10, 2030. The loan requires one hundred nineteen (119) monthly payments of $2,322, with a final balloon payment on the one hundred twentieth (120) month, or September 10, 2030, of $224,835. The loan is guaranteed by the Company, the Company’s former CEO, and secured by the Company’s real estate.

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

c. On November 7, 2022, the Company entered into a $150,000 term loan with Fresh Funding related to the working capital for the production of campers. The loan requires weekly payments of $3,981 over the term of 12 months, has an interest rate of 38% per annum, and is guaranteed by both the Company’s former CEO and the current CEO.

d. On April 19, 2023, the Company entered into term loan with Lending Point in the amount of $30,000 to be used for working capital. The loan requires 60 monthly payments of $690 and has an interest rate of 13.49% per annum.

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Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2023	Jun. 30, 2023
Summary of Significant Accounting Policies [Abstract]
Fees amount	$ 200,000
Revenue		$ 129,498

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Summary of Significant Accounting Policies (Details) - Schedule of Condensed Consolidated Financial Statements	3 Months Ended	6 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)
As Previously Reported [Member]
Balance Sheet:
Deferred revenue
Current liabilities	1,280,913	1,280,913
Total liabilities	8,715,375	8,715,375
Accumulated deficit	(25,552,093)	(25,552,093)
Total Shareholders’ Equity (Deficit)	(5,597,650)	(5,597,650)
Statement of Operations
Sales	1,261,833	2,467,068
Gross profit	440,917	944,833
Income (Loss) from operations	(36,276)	(4,709)
Net income (loss)	(45,545)	(20,775)
Statement of Cash Flows
Net cash used in operating activities		(155,769)
Adjustments [Member]
Balance Sheet:
Deferred revenue	129,498	129,498
Current liabilities	129,498	129,498
Total liabilities	129,498	129,498
Accumulated deficit	(129,498)	(129,498)
Total Shareholders’ Equity (Deficit)	(129,498)	(129,498)
Statement of Operations
Sales	50,000	(129,498)
Gross profit	50,000	(129,498)
Income (Loss) from operations	50,000	(129,498)
Net income (loss)	50,000	(129,498)
Statement of Cash Flows
Net cash used in operating activities
As Restated [Member]
Balance Sheet:
Deferred revenue	129,498	129,498
Current liabilities	1,410,411	1,410,411
Total liabilities	8,844,873	8,844,873
Accumulated deficit	(25,681,593)	(25,681,593)
Total Shareholders’ Equity (Deficit)	(5,727,148)	(5,727,148)
Statement of Operations
Sales	1,311,833	2,337,570
Gross profit	490,917	815,535
Income (Loss) from operations	13,724	(134,207)
Net income (loss)	$ 4,455	(150,273)
Statement of Cash Flows
Net cash used in operating activities		$ (155,769)

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Summary of Significant Accounting Policies (Details) - Schedule of Provides the Break-Out of Net Sales from Unit Sales and Dealer Territory Fees - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Schedule of Provides the Break-Out of Net Sales from Unit Sales and Dealer Territory Fees [Abstract]
Unit sale (point in time)	$ 1,261,833	$ 49,000	$ 2,267,068	$ 125,000
Dealer Territory fees (over time)	50,000		70,502
Net sales	$ 1,311,833	$ 49,000	$ 2,337,570	$ 125,000

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Liquidity (Details)	6 Months Ended
	Jun. 30, 2023 USD ($)
Liquidity [Abstract]
Realized net loss	$ 150,273
Cash used by operating activities	155,769
Operating activities	732,000
Cash on hand	$ 11,028

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Sale of Assets (Details) - USD ($)		6 Months Ended	12 Months Ended
	May 17, 2020	Jun. 30, 2023	Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]
Purchased Value of Mutual Fund Assets	$ 3,800,000
RealizedLoss			$ 288,281
Unrealized loss			$ 18,000
Percentage Exceeding of Total Assets Value		40.00%

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Property and Equipment (Details) - Schedule of Property and Equipment - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Schedule of property and equipment [Abstract]
Total property and equipment cost	$ 2,904,888	$ 2,560,630
Less: accumulated depreciation and amortization	(351,548)	(262,523)
Property and equipment, net	2,553,340	2,298,107
Building and Improvements [Member]
Schedule of property and equipment [Abstract]
Property and equipment, gross	676,025	664,183
Land [Member]
Schedule of property and equipment [Abstract]
Property and equipment, gross	96,000	96,000
Vehicles [Member]
Schedule of property and equipment [Abstract]
Property and equipment, gross	146,893	146,893
Office equipment [Member]
Schedule of property and equipment [Abstract]
Property and equipment, gross	18,421	18,421
Production molds and fixtures [Member]
Schedule of property and equipment [Abstract]
Property and equipment, gross	1,095,758	1,095,758
Tooling and fixtures [Member]
Schedule of property and equipment [Abstract]
Property and equipment, gross	756,695	462,570
Other equipment [Member]
Schedule of property and equipment [Abstract]
Property and equipment, gross	87,992	72,059
Furniture and fixtures [Member]
Schedule of property and equipment [Abstract]
Property and equipment, gross	5,628	4,746
Other Property and Equipments [Member]
Schedule of property and equipment [Abstract]
Property and equipment, gross	$ 21,475

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Accrued Payroll to Officer (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Accrued Payroll to Officer [Abstract]
Compensation owed to officer	$ 125,167	$ 125,167

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Loans Payable to Related Parties (Details) - USD ($)	Aug. 05, 2022	Jun. 30, 2023	Dec. 31, 2022
Loans Payable to Related Parties [Line Items]
Accrued interest			$ 100,000
Loan amount		$ 554,657	441,256
Stock purchase agreement	$ 6,833,333
Purchase agreement percentage	10.00%
Deposit	$ 638,333
Promissory note amount	$ 6,195,000
Mr. Spivak [Member]
Loans Payable to Related Parties [Line Items]
Interest rate	6.25%
Interest bearing amount	$ 6,878,333
Loan amount			$ 76,000
Interest rate percentage	6.25%

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Loans Payable to Related Parties (Details) - Schedule of Loans Payable to Related Parties - USD ($)		Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total loans payable to related parties, gross		$ 7,280,629	$ 7,180,629
Total loans payable to related parties		7,004,629	7,004,629
Loan payable to officers/shareholders [Member]
Debt Instrument [Line Items]
Total loans payable to related parties, gross	[1]	7,154,333	7,054,333
Loan Payable to related party - past due [Member]
Debt Instrument [Line Items]
Total loans payable to related parties, gross	[2]	126,295	126,296
Loan payable to related party, current portion [Member]
Debt Instrument [Line Items]
Loan payable to related party, current portion		$ (276,000)	$ (176,000)

[1] On August 5, 2022, the Company acquired Mig Marine Corp. and issued a 6.25% interest bearing note in the amount of $6,878,333; the note is payable to its majority shareholder, Paul Spivak. During the fourth quarter of 2022, there was a loan for $100,000 from Mr. Spivak and another for $76,000 from the Company’s current President & CEO; both these loans are non-interest-bearing loans.

[2] On August 5, 2022, the Company acquired Mig Marine from Paul Spivak, our former CEO and a significant shareholder, for $6,833,333 pursuant to a stock purchase agreement between Mr. Spivak and USLG. The Mig Marine purchase price was completely financed by Mr. Spivak: pursuant to the purchase agreement a 10% deposit of $638,333 was deferred for one year interest free and was due August 5, 2023; and USLG issued Mr. Spivak a promissory note in the amount of $6,195,000 for the remainder. The note bears interest at the rate of 6.25% per year and had a five-year term with monthly installments of principal and interest due beginning on September 5, 2022, with the final payment on August 5, 2027. As we ramped up our camper business and reinvested revenues in the company, we failed to make any payments under the note, and as a result were in default. Reflecting his faith in USLG and in order to support the operations and continued growth of the company, Mr. Spivak waived the default, waived all interest due on the note for 2022 and 2023, and agreed to defer all payments of the deposit and under the note to January 2024, with the final note payment due December 1, 2028. Mr. Spivak provided the waiver and payment deferral on May 1, 2023, effective retroactively.

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Loans Payable (Details) - USD ($)			1 Months Ended	6 Months Ended	12 Months Ended
	Nov. 07, 2022	Aug. 26, 2020	Apr. 19, 2023	Jun. 30, 2023	Dec. 31, 2022
Loans Payable [Line Items]
Due date		Sep. 10, 2030
Aggregate vehicle loan					$ 59,671
Interest rates percentage	38.00%
Working capital	$ 150,000
Monthly payments	$ 3,981		$ 690
Term loan			$ 30,000
Interest rate			13.49%
Minimum [Member]
Loans Payable [Line Items]
Interest rates percentage					0.00%
Maximum [Member]
Loans Payable [Line Items]
Interest rates percentage					10.99%
Apex Commercial Capital Corp. [Member]
Loans Payable [Line Items]
Loan term amount		$ 265,339
Interest rate		9.49%
Loans payable, description				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.

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Loans Payable (Details) - Schedule of Loans Payable - USD ($)		Jun. 30, 2023	Dec. 31, 2022
Schedule of Loans Payable for Outstanding Loan [Abstract]
Total loans payable		$ 554,657	$ 441,256
Loans payable, current portion		(124,824)	(140,905)
Loans payable, net of current portion		429,833	300,351
Real Estate loan [Member]
Schedule of Loans Payable for Outstanding Loan [Abstract]
Total loans payable	[1]	257,919	259,450
Vehicle loans [Member]
Schedule of Loans Payable for Outstanding Loan [Abstract]
Total loans payable	[2]	52,524	59,671
Working capital [Member]
Schedule of Loans Payable for Outstanding Loan [Abstract]
Total loans payable	[3],[4]	$ 244,214	$ 122,135

[1] On August 26, 2020, the Company entered into a loan agreement with Apex Commercial Capital Corp. in the principal amount of $265,339 with interest at 9.49% per annum and due on September 10, 2030. The loan requires one hundred nineteen (119) monthly payments of $2,322, with a final balloon payment on the one hundred twentieth (120) month, or September 10, 2030, of $224,835. The loan is guaranteed by the Company, the Company’s former CEO, and secured by the Company’s real estate.

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

[3] On April 19, 2023, the Company entered into term loan with Lending Point in the amount of $30,000 to be used for working capital. The loan requires 60 monthly payments of $690 and has an interest rate of 13.49% per annum.

[4] On November 7, 2022, the Company entered into a $150,000 term loan with Fresh Funding related to the working capital for the production of campers. The loan requires weekly payments of $3,981 over the term of 12 months, has an interest rate of 38% per annum, and is guaranteed by both the Company’s former CEO and the current CEO.

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Income Taxes (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2021
Income Taxes [Line Items]
Federal and state purposes amount (in Dollars)		$ 1,500,000
Testing period		3 years
Tax benefits settlement percentage	50.00%
Ownership change [Member] | Minimum [Member]
Income Taxes [Line Items]
Shareholders ownership percentage		5.00%
Ownership change [Member] | Maximum [Member]
Income Taxes [Line Items]
Shareholders ownership percentage		50.00%

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Subsequent Events (Details) - USD ($)				1 Months Ended
	Mar. 31, 2024	Jun. 14, 2023	Nov. 07, 2022	Jul. 17, 2023
Subsequent Events [Line Items]
Purchase of common Stock		$ 1,000,000
Working capital			$ 150,000
Anthony Corpora [Member] | Subsequent Event [Member]
Subsequent Events [Line Items]
Working capital				$ 97,920
Bears interest rate				14.49%
Michael Coates [Member] | Subsequent Event [Member]
Subsequent Events [Line Items]
Working capital				$ 50,000
Bears interest rate				11.42%
Forecast [Member]
Subsequent Events [Line Items]
Purchase of common Stock	$ 1,000,000