UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED: ~~MARCH 31,~~JUNE 30, 2021

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

For the transition period from __________ to __________

Commission File Number: 000-55689

US LIGHTING GROUP, INC.

(Exact name of registrant as specified in its charter)

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

1148 East 222^nd Street

Euclid, Ohio 44117

(Address of principal executive offices) (Zip code)

(216) 896-7000

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

The number of shares of registrant’s common stock outstanding as of ~~April~~August 30, 2021 was ~~97,617,735.~~97,832,735.

US LIGHTING GROUP, INC.

INDEX

PART I.	FINANCIAL INFORMATION

	ITEM 1.	Financial Statements	1

		Condensed Consolidated Balance Sheets as of ~~March 31,~~June 30, 2021 and December 31, 2020	1

		Condensed Consolidated Statements of Operations for the three and six months ended ~~March 31,~~June 30, 2021 and 2020	2

		Condensed Consolidated Statements of Shareholders’ Deficit for the three and six months ended ~~March 31,~~June 30, 2021 and 2020	3

		Condensed Consolidated Statements of Cash Flows for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020	4

		Notes to Condensed Consolidated Financial Statements	~~5-14~~5-16

	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1517

	ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	2227

	ITEM 4.	Controls and Procedures	2227

PART II.	OTHER INFORMATION

	ITEM 1.	Legal Proceedings	2428

	ITEM 1A.	Risk Factors	2428

	ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2428

	ITEM 3.	Defaults Upon Senior Securities	2428

	ITEM 4.	Mine Safety Disclosures	2428

	ITEM 5.	Other Information	2428

	ITEM 6.	Exhibits	2429

	SIGNATURES		2530

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

US LIGHTING GROUP, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

March 31,
2021 December 31,
2020
ASSETS
Current Assets
Cash and cash equivalents $ 109,000 $ 108,000
Accounts receivable 160,000 541,000
Accounts receivable, related party - 30,000
Inventories, net 245,000 212,000
Prepaid expenses and other current assets 63,000 17,000
Total Current Assets 577,000 908,000

Property and equipment, net 1,514,000 1,419,000
Total Assets $ 2,091,000 $ 2,327,000

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accounts payable $ 312,000 $ 363,000
Accrued expenses 75,000 75,000
Accrued payroll to an officer 481,000 442,000
Customer advance payments 84,000 29,000
Line of credit 35,000 49,000
Convertible notes payable 57,000 55,000
Loans payable, current portion, net of discount of $3,000 and $8,000, respectively 159,000 163,000
Loans payable, related party – current portion 2,265,000 2,619,000
Total Current Liabilities 3,468,000 3,795,000

Loans payable, net of current portion 485,000 396,000
Total Liabilities 3,953,000 4,191,000

Commitments and Contingencies

Shareholders’ Deficit
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively - -
Common stock, $0.0001 par value, 100,000,000 shares authorized; 96,975,735 and 95,970,735 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively 10,000 10,000
Additional paid-in-capital 17,585,000 17,435,000
Accumulated deficit (19,457,000 ) (19,309,000 )
Total Shareholders’ Deficit (1,862,000 ) (1,864,000 )

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT $ 2,091,000 $ 2,327,000

June 30,
2021 December 31,
2020
ASSETS
Current Assets
Cash and cash equivalents $ 86,000 $ 108,000
Accounts receivable 27,000 541,000
Accounts receivable, related party - 30,000
Inventories, net - -
Prepaid expenses and other current assets - -
Investment in trading securities 3,907,000 -
Assets of discontinued operations 460,000 879,000
Total Current Assets 4,480,000 1,558,000

Property and equipment, net 810,000 769,000
Total Assets $ 5,290,000 $ 2,327,000

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable $ 39,000 $ 47,000
Accrued expenses 7,000 10,000
Accrued payroll to an officer 338,000 286,000
Convertible notes payable 58,000 55,000
Loans payable, related party – current portion 1,912,000 2,619,000
Liabilities of discontinued operations 1,042,000 1,174,000
Total Current Liabilities 3,396,000 4,191,000

Loans payable, net of current portion 90,000 -
Total Liabilities 3,486,000 4,191,000

Commitments and Contingencies

Shareholders’ Equity (Deficit)
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively - -
Common stock, $0.0001 par value, 100,000,000 shares authorized; 97,832,735 and 95,970,735 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively 10,000 10,000
Common stock to be issued 7,000 -
Additional paid-in-capital 17,791,000 17,435,000
Accumulated deficit (16,004,000 ) (19,309,000 )
Total Shareholders’ Equity (Deficit) 1,804,000 (1,864,000 )

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 5,290,000 $ 2,327,000
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

US LIGHTING GROUP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

Three months ended March 31,
2021 2020
Sales $ 944,000 $ 756,000
Cost of goods sold 406,000 226,000
Gross profit 538,000 530,000

Operating expenses
Selling, general and administrative expenses 562,000 521,000
Product development costs 84,000 95,000
Total operating expenses 646,000 616,000

Loss from operations (108,000 ) (86,000 )

Other income (expense)
Lease income, related party 15,000 -
Gain on extinguishment of debt, related party 9,000 -
Interest expense, related party (35,000 ) (33,000 )
Interest expense (29,000 ) (10,000 )
Total other expense (40,000 ) (43,000 )

Net Loss $ (148,000 ) $ (129,000 )

BASIC INCOME (LOSS) PER SHARE $ (0.00 ) $ (0.00 )
DILUTED INCOME (LOSS) PER SHARE $ (0.00 ) $ (0.00 )

WEIGHTED – AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED 96,454,679 90,431,970
Three months ended
June 30, Six months ended
June 30,
2021 2020 2021 2020
Sales $ 1,000 $ - $ 2,000 $ 1,000
Cost of goods sold 2,000 - 3,000 -
Gross profit (1,000 ) - (1,000 ) 1,000

Operating expenses
Selling, general and administrative expenses 358,000 256,000 575,000 331,000
Product development costs 6,000 42,000 39,000 88,000
Total operating expenses 364,000 298,000 614,000 419,000

Loss from operations (365,000 ) (298,000 ) (615,000 ) (418,000 )

Other income (expense)
Lease income, related party 15,000 - 30,000 -
Gain on sale of assets - -
Gain on extinguishment of debt, related party 9,000 - 9,000 -
Unrealized Gain 204,000 204,000
Interest expense, related party (24,000 ) (39,000 ) (56,000 ) (76,000 )
Total other income (expense) 204,000 (39,000 ) 187,000 (76,000 )

Net Loss From Continuing operations (161,000 ) (337,000 ) (428,000 ) (494,000 )
Net Income From Sale of Discontinued operations 3,915,000 - 3,915,000 -
Net (Loss) Income From Discontinued operations (301,000 ) 142,000 (182,000 ) 201,000
Net Income (Loss) $ 3,453,000 $ (195,000 ) $ 3,305,000 $ (293,000 )

BASIC LOSS PER SHARE FROM CONTINUING OPERATIONS $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 )
BASIC INCOME PER SHARE FROM SALE OF DISCONTINUED OPERATIONS 0.04 - 0.04 -
BASIC (LOSS) INCOME PER SHARE FROM DISCONTINUED OPERATIONS $ (0.00 ) $ 0.00 $ (0.00 ) $ 0.00
DILUTED INCOME (LOSS) PER SHARE $ 0.04 $ (0.00 ) $ 0.04 $ (0.00 )

WEIGHTED – AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED 97,634,035 90,569,748 97,043,978 90,501,117
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

US LIGHTING GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT
(UNAUDITED)
Three ~~months~~and Six Months ended ~~March 31,~~June 30, 2021
Preferred Stock Common Stock Additional Paid-In Accumulated Total
Stockholders’
Shares Amount Shares Amount Capital Deficit Deficit
Balance, December 31, 2020       - $       - 95,970,735 $ 10,000 $ 17,435,000 $ (19,309,000 ) $ (1,864,000 )

Net proceeds from sale of common stock - - 1,005,000 - 150,000 - 150,000

Net Loss - - - - - (148,000 ) (148,000 )

Balance, March 31, 2021 - $ - 96,975,735 $ 10,000 $ 17,585,000 $ (19,457,000 ) $ (1,862,000 )
Preferred Stock Common Stock Additional Paid-In Common Stock to Accumulated Total
Stockholders’
Shares Amount Shares Amount Capital Be Issued Deficit Deficit
Balance, December 31, 2020    - $ - 95,970,735 $ 10,000 $ 17,435,000 $ - $ (19,309,000 ) $ (1,864,000 )
Net proceeds from sale of common stock - - 1,005,000 - 150,000 - - 150,000
Net Loss - - - - - - (148,000 ) (148,000 )
Balance, March 31, 2021 - - 96,975,735 10,000 17,585,000 - (19,457,000 ) (1,862,000 )
Proceeds from sale of common stock - - 1,007,000 151,000 7,000 - 158,000
Shares returned - - (500,000 ) - - - - -
Common stock issued for services - - 350,000 - 55,000 - - 55,000
Net Income - - - - - 3,453,000 3,453,000
Balance, June 30, 2021 - $ - 97,832,735 $ 10,000 $ 17,791,000 $ 7,000 $ (16,004,000 ) $ 1,804,000
Three ~~months~~and Six Months ended ~~March 31,~~June 30, 2020
Preferred Stock Common Stock Additional Paid-In Accumulated Total
Stockholders’
Shares Amount Shares Amount Capital Deficit Deficit
Balance, December 31, 2019       - $       - 90,347,526 $ 9,000 $ 16,447,000 $ (19,794,000 ) $ (3,338,000 )

Net proceeds from sale of common stock - - 200,000 1,000 49,000 - 50,000

Net Loss - - - - - (129,000 ) (129,000 )

Balance, March 31, 2020 - $ - 90,547,526 $ 10,000 $ 16,496,000 $ (19,923,000 ) $ (3,417,000 )
Preferred Stock Common Stock Additional Paid-In Accumulated Total
Stockholders’
Shares Amount Shares Amount Capital Deficit Deficit
Balance, December 31, 2019 - $ - 90,347,526 $ 9,000 $ 16,447,000 $ (19,794,000 ) $ (3,338,000 )
Proceeds from sale of common stock - - 200,000 1,000 49,000 - 50,000
Net Loss - - - - - (129,000 ) (129,000 )
Balance, March 31, 2020 - - 90,547,526 10,000 16,496,000 $ (19,923,000 ) $ (3,417,000 )
Common stock issued for convertible debt - - 24,000 - 6,000 - 6,000
Common stock issued for services - - 125,000 - 31,000 - 31,000
Net Loss - - - - - (164,000 ) (164,000 )
Balance, June 30, 2020 - $ - 90,696,526 $ 10,000 $ 16,533,000 $ (20,087,000 ) $ (3,544,000 )
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

US LIGHTING GROUP, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

Three months ended March 31
2021 2020
Cash Flows from Operating Activities
Net Loss $ (148,000 ) $ (129,000 )
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation 46,000 13,000
Amortization of right of use asset - 13,000
Amortization of debt discount 5,000 6,000
Gain on extinguishment of debt (9,000 ) -
Provision for inventory reserves - (1,000 )
Accrued interest on loans 2,000 3,000
Accrued interest on related party loans 36,000 33,000
Changes in Assets and Liabilities
(Increase) Decrease in:
Accounts receivable 381,000 12,000
Inventories (33,000 ) (20,000 )
Prepaid expenses and other (46,000 ) (41,000 )
(Decrease) Increase in:
Accounts payable (51,000 ) 25,000
Accrued expenses - (14,000 )
Accrued payroll to an officer 39,000 13,000
Change in lease liability - (10,000 )
Customer advanced payments 55,000 40,000
Net cash provided by (used in) operating activities 277,000 (57,000 )

Cash Flows from Investing Activities
Purchase of property and equipment (141,000 ) (2,000 )
Net cash used in investing activities (141,000 ) (2,000 )

Cash Flows from Financing Activities
Proceeds from sale of common stock 150,000 50,000
Proceeds from secured convertible note payable - 88,000
Proceeds from loans payable 125,000 150,000
Payment of loans payable (45,000 ) (71,000 )
Payments of line of credit (14,000 ) -
Payment of finance lease - (4,000 )
Proceeds from notes payable related party - 40,000
Payments on notes payable related party (351,000 ) (94,000 )
Net cash provided by (used in) financing activities (135,000 ) 159,000

Net increase in cash and cash equivalents 1,000 100,000
Cash and cash equivalents beginning of period 108,000 107,000
Cash and cash equivalents end of period $ 109,000 $ 207,000

Supplemental Cash Flow Information
Interest paid $ 16,000 $ 5,000
Taxes paid $ - $ -

Non-cash Financing Activities
Offset accounts receivable, related party with notes payable, related party $ 30,000 $ -

Six months ended
June 30,

2021 2020
Cash Flows from Operating Activities
Net Loss from Continuing Operations $ (428,000 ) $ (494,000 )
Income from sale of Discontinued Operations 3,915,000 -
Net (Loss) Income from Discontinued Operations (182,000 ) 201,000
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation 40,000 -
Amortization of right of use asset - -
Amortization of debt discount 8,000 9,000
Stock issued for services 55,000 31,000
Unrealized Gain (204,000 ) -
Gain on extinguishment of debt (9,000 ) -
Accrued interest on loans 3,000 10,000
Accrued interest on related party loans 66,000 53,000
Changes in Assets and Liabilities
Accounts receivable 514,000 (27,000 )
Inventories - -
Prepaid expenses and other - -
Accounts payable (8,000 ) 60,000
Accrued expenses (3,000 ) (5,000 )
Accrued payroll to an officer 52,000 52,000
Change in lease liability -
Customer advanced payments -
Operating cashflow from discontinued operations 26,000
98,000

Net cash provided by (used in) operating activities 3,845,000 (12,000 )

Cash Flows from Investing Activities
Purchase of property and equipment (159,000 ) (769,000 )
Investment in trading securities (3,800,000 ) -
Sale of fixed assets 400,000 -
Proceeds from trading securities 100,000 -
Net cash used in investing activities (3,459,000 ) (769,000 )

Cash Flows from Financing Activities
Proceeds from sale of common stock 308,000 50,000
Proceeds from secured convertible note payable - 235,000
Proceeds from loans payable 177,000 345,000
Payment of loans payable (159,000 ) (131,000 )
Payment of finance lease - (2,000 )
Proceeds from notes payable related party - 408,000
Payments on notes payable related party (734,000 ) (168,000 )
Net cash (used in) provided by financing activities (408,000 ) 737,000

Net decrease in cash and cash equivalents (22,000 ) (44,000 )
Cash and cash equivalents beginning of period 108,000 107,000
Cash and cash equivalents end of period $ 86,000 $ 63,000

Supplemental Cash Flow Information
Interest paid $ 49,000 $ 20,000
Taxes paid $ - $ -

Non-cash Financing Activities
Offset accounts receivable, related party with notes payable, related party $ 30,000 $ -
The accompanying notes are integral part of these unaudited condensed consolidated financial statements.

US LIGHTING GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED ~~MARCH 31,~~JUNE 30, 2021 AND 2020
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION AND LIQUIDITY
The accompanying interim condensed financial statements of the ~~Company~~US Lighting Group, Inc. (the “Company”) are unaudited, but in the opinion of management contain all adjustments, including normal recurring adjustments, necessary to present fairly our financial position at ~~March 31,~~June 30, 2021, the results of operations for the three and six months ended ~~March 31,~~June 30, 2021 and 2020, and cash flows for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020. The balance sheet as of December 31, 2020 is derived from the Company’s audited financial statements.
Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. We believe that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. For further information, refer to the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission on March 24, 2021.
The results of operations for the three and six months ended ~~March 31,~~June 30, 2021 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2021.
COVID-19 Considerations
Through the date these financial statements were issued, the COVID-19 pandemic did not have a net material impact on our operating results. In the future, the pandemic may cause reduced demand for our products if, for example, the pandemic results in a recessionary economic environment, which negatively effects the consumers who purchase our products.
Our ability to operate without significant negative operational impact from the COVID-19 pandemic will in part depend on our ability to protect our employees and our supply chain. The Company has endeavored to follow the recommended actions of government and health authorities to protect our employees. Through the date that these financial statements were issued, we maintained the consistency of our operations during the onset of the COVID-19 pandemic. However, the uncertainty resulting from the pandemic could result in an unforeseen disruption to our workforce and supply chain (for example an inability of a key supplier or transportation supplier to source and transport materials) that could negatively impact our operations.
Through the date that these financial statements were issued, the COVID-19 pandemic has not negatively impacted the Company’s liquidity position as of such date, and the Company ~~continues to generate~~generated cash flows during the reporting period to meet its short-term liquidity needs, and it expects to maintain access to the capital markets. The Company has not observed any material impairments of its assets or a significant change in the fair value of its assets due to the COVID-19 pandemic.
Liquidity
~~Liquidity~~
The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

During the ~~three~~six months ended ~~March 31,~~June 30, 2021, the Company realized a net ~~loss~~income of ~~$148,000,~~$3,305,000, and cash provided by operating activities was ~~$277,000,~~$3,845,000, compared to cash used in operating activities of ~~$57,000~~$12,000 in the prior year period. Based on current projections, we believe our available cash on-hand, our current efforts to market and sell our products, and our ability to significantly reduce expenses, will provide sufficient cash resources to satisfy our operational needs, for at least one year from the date these financial statements are issued.

At ~~March 31,~~June 30, 2021, the Company had cash on hand in the amount of ~~$109,000.~~$86,000. Management estimates that the current cash funds and liquid investments on hand will be sufficient to continue operations through ~~June 30,~~December 31, 2021. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, it may contain undue restrictions on our operations in the case of debt financing, or cause substantial dilution for our stockholders, in the case or equity financing.
In conjunction with the Company’s capital raising efforts, management is working to improve its cash flows by increasing its private label manufacturing opportunities for high volume and low overhead production orders, and managing its operating expenses to support planned revenue growth. However, no assurance can be given that these efforts will be successful.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Intellitronix Corp. Intercompany transactions and balances have been eliminated in consolidation.
On January 11, 2021, the Company created a new subsidiary called Cortes Campers, LLC, domiciled in Wyoming. Cortes Campers, LLC was created to market tow behind travel trailers for the recreational vehicle market and has had no sales as of the date of this report. Cortes Campers, LLC is 99% owned by the Company and 1% owned by Paul Spivak, the Company’s former CEO.
US Lighting Group, Inc created a new subsidiary called Fusion X Marine, LLC on April 12, 2021, domiciled in Wyoming, to sell boats and other related products to the recreational marine market. Fusion X Marine is 99% owned by the Company and 1% owned by Paul Spivak, the Company’s former CEO. ~~Intercompany transactions and balances have been eliminated in consolidation.~~The subsidiary has had no sales as of the date of this report.
Use of Estimates
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenue and expenses during the reporting period. Significant estimates are used in valuing our allowances for doubtful accounts, reserves for inventory obsolescence, valuing derivative liabilities, valuing equity instruments issued for services, and valuation allowance for deferred tax assets, among others. Actual results could differ from these estimates.
Segment Reporting
The Company operates in ~~one~~1 segment for the manufacture and distribution of our products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying consolidated financial statements.

Loss per Share Calculations

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

Warrants to acquire 20,000 shares of common stock, and 226,356 shares of common stock issuable under convertible note agreements, have been excluded from the calculation of weighted average common shares outstanding at ~~March 31,~~June 30, 2021, as their effect would have been anti-dilutive. Warrants to acquire 4,104,000 shares of common stock have been excluded from the calculation of weighted average common shares outstanding at ~~March 31,~~June 30, 2020, as their effect would have been anti-dilutive.

Revenue Recognition

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

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

In the following table, revenue is disaggregated by major product line for the three months ended ~~March 31,~~June 30, 2021:

Sales Channels LED digital gauges and automotive electronics and accessories LED lighting tubes and bulbs Total
Business to business $ 582,000 $ - $ 582,000
Direct to consumer 360,000 - 360,000
Total $ 942,000 $ 2,000 $ 944,000
Sales Channels LED digital
gauges and
automotive
electronics and
accessories LED
lighting
tubes and
bulbs Total
Business to business $ 316,000 $ - $ 316,000
Direct to consumer 226,000 - 226,000
Total $ 542,000 $     - $ 542,000

In the following table, revenue is disaggregated by major product line for the six months ended June 30, 2021:
Sales Channels LED digital
gauges and
automotive
electronics and
accessories LED
lighting
tubes and
bulbs Total
Business to business $ 899,000 $ 2,000 $ 901,000
Direct to consumer 585,000 - 585,000
Total $ 1,484,000 $ 2,000 $ 1,486,000

In the following table, revenue is disaggregated by major product line for the three months ended ~~March 31,~~June 30, 2020:

Sales Channels LED digital gauges and automotive electronics and accessories LED lighting tubes and bulbs
Total

Business to business $ 325,000 $ - $ 325,000
Direct to consumer 430,000 - 430,000
Total $ 755,000 $ 1,000 $ 756,000
Sales Channels LED digital
gauges and
automotive
electronics and
accessories LED
lighting
tubes and
bulbs Total
Business to business $ 405,000 $      - $ 405,000
Direct to consumer 411,000 - 411,000
Total $ 816,000 $ - $ 816,000

In the following table, revenue is disaggregated by major product line for the six months ended June 30, 2020:
Sales Channels LED digital
gauges and
automotive
electronics and
accessories LED
lighting
tubes and
bulbs Total
Business to business $ 730,000 $ 1,000 $ 731,000
Direct to consumer 841,000 - 841,000
Total $ 1,571,000 $ 1,000 $ 1,572,000
Products sold by the Company are distinct individual products. The products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. Most of the Company’s sales are received through several eBay web-commerce websites, which requires customer payment at time of order placement. Customer advanced payments were ~~$84,000~~$74,000 and $29,000 at ~~March 31,~~June 30, 2021 and December 31, 2020, respectively, and are recorded as a liability on the consolidated balance sheets.

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

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid investments with remaining maturities of three months or less at the date of purchase. Cash equivalents include funds held in a PayPal ~~account.~~account that was closed effective May 14, 2021.

Accounts Receivable

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

The allowance for doubtful accounts and returns is established through a provision reducing the carrying value of receivables. At ~~March 31,~~June 30, 2021 and December 31, 2020, the Company determined that no allowance for doubtful accounts was necessary.

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is computed on a first-in, first-out basis. The Company’s inventories consist almost entirely of finished goods as of ~~March 31,~~June 30, 2021 and December 31, 2020.

The Company provides inventory reserves based on excess and obsolete inventories determined primarily by future demand forecasts. The write down amount is measured as the difference between the cost of the inventory and market based upon assumptions about future demand and charged to the provision for inventory, which is a component of cost of sales. At the point of the loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. At ~~March 31,~~June 30, 2021 and December 31, 2020, the Company determined that no reserve for excess and obsolete inventory was necessary.

Property and Equipment

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

Building 40 years
Building and land improvements 77-15 years
Vehicles 5 years
Production equipment 5 years
Office equipment 3 years
Furniture and fixtures 7 years

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

Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is an indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. The Company did not record an impairment loss for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020.


Product Development Costs

Product development costs are expensed in the period incurred. The costs primarily consist of prototype and testing costs. Product development costs for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, were ~~$84,000~~$120,000 and ~~$95,000,~~$220,000, respectively.

Shipping and Handling Costs

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

Income Taxes

Income tax expense is based on pretax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company has recorded a valuation allowance against its deferred tax assets as of ~~March 31,~~June 30, 2021 and December 31, 2020.

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

Advertising Costs

Advertising costs are expensed as incurred and are included in selling, general and administrative expenses. Advertising costs were ~~$4,000~~$24,000 and ~~$2,000~~$14,000 for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020, respectively.

Concentrations

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

Sales. During the three months ended ~~March 31,~~June 30, 2021, the Company’s ~~three~~3 largest customers accounted for ~~24%~~20%, ~~22%~~16% and ~~15%~~16% of sales. During the three months ended ~~March 31,~~June 30, 2020, ~~three~~3 customers accounted for ~~39%~~36%, ~~15%~~18% and ~~12%~~14% of sales. No other customers exceeded 10% of sales in either period.

During the six months ended June 30, 2021, the Company’s 3 largest customers accounted for 23%, 20% and 14% of sales. During the six months ended June 30, 2020, 3 customers accounted for 38%, 15% and 15% of sales. No other customers exceeded 10% of sales in either period
Accounts receivable. As of ~~March 31,~~June 30, 2021, the Company had accounts receivable from ~~three~~2 customers which comprised ~~27%, 25%~~50% and ~~21%~~15% of its gross accounts receivable. As of December 31, 2020, the Company had accounts receivable from ~~two~~2 customers which comprised 30%, and 26% of its gross accounts receivable, respectively.

Purchases from vendors. During the three months ended ~~March 31,~~June 30, 2021, the Company’s ~~two~~2 largest vendors accounted for approximately ~~19%~~14% and ~~15%~~13% of all purchases. During the six months ended June 30, 2021, the Company’s 2 largest vendors accounted for approximately 16% and 12% of all purchases. The Company sourced ~~59%~~58% of its raw materials from its vendors in China. During the three months ended ~~March 31,~~June 30, 2020, the Company’s ~~three~~2 largest vendors accounted for approximately ~~16%~~19%, 12% and ~~11%~~12% of all purchases. During the six months ended June 30, 2020, the Company’s 2 largest vendors accounted for approximately 16% and 14% of all purchases. The Company sourced ~~29%~~37% of its raw materials from its vendors in China. No other vendor exceeded 10% of all purchases in either ~~periods.~~period.

Fair Value Measurements

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

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

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

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

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

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

Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
NOTE 3 – SALE OF ASSETS / DISCONTINUED OPERATIONS
On May 14, 2021, US Lighting Group, Inc. and Intellitronix Corporation entered into an Asset Purchase Agreement with Ohio INTX Cooperative, a State of Ohio cooperative association, to sell certain assets of Intellitronix Corporation. The Asset Purchase Agreement and related sale was finalized on May 14, 2021 with a sale price of $4,520,000.00. Intellitronix Corporation remains a wholly-owned subsidiary of US Lighting Group, Inc.
US Lighting Group, Inc. provided a parental guarantee for a period up to statutory limitations on the performance of Intellitronix Corporation’s duties and obligations under the Asset Purchase Agreement. After the sale of Intellitronix Corporation’s assets to Ohio INTX Cooperative, the Company redirected its operational activity towards the Recreational Vehicle (RV) market, and has since created a new subsidiary called Cortes Campers, LLC to market tow behind travel trailers for the recreational vehicle market. Cortes Campers, LLC is 99% owned by the Company and 1% owned by Paul Spivak, the Company’s former CEO.
In accordance with the provisions of ASC 205-20, Presentation of Financial Statements, we have separately reported the assets and liabilities of the discontinued operations in the consolidated balance sheets. The assets and liabilities have been reflected as discontinued operations in the consolidated balance sheets as of June 30, 2021 and December 31, 2020, and consist of the following:
June 30,
2021 December 31,
2020
Current Assets of Discontinued Operations:
Prepaid expenses and other current assets $ 182,000 $ 17,000
Inventory - 212,000
Property and equipment 278,000 650,000
Total Current Assets of Discontinued Operations: $ 460,000 $ 879,000

Current Liabilities of Discontinued Operations:
Accounts payable $ 237,000 $ 316,000
Accrued expenses 78,000 94,000
Accrued payroll to an officer 182,000 156,000
Notes payable 545,000 608,000
Total Current Liabilities of Discontinued Operations: $ 1,042,000 $ 1,174,000
In accordance with the provisions of ASC 205-20, we have not included the results of operations from discontinued operations in the results of continuing operations in the consolidated statements of operations. The results of operations from discontinued operations for the three months and six months ended June 30, 2021 and 2020, have been reflected as discontinued operations in the consolidated statements of operations for the three and six months ended June 30, 2021 and 2020, and consist of the following.
Three months ended June 30, Six months ended June 30,
2021 2020 2021 2020
Sales from discontinued operations $ 541,000 $ 755,000 $ 1,484,000 $ 1,561,000
Cost of goods sold of discontinued operations 188,000 226,000 594,000 604,000
Gross profit of discontinued operations 353,000 529,000 890,000 957,000

Operating expenses of discontinued operations:
Selling, general and administrative expenses 597,000 332,000 942,000 603,000
Product development costs 30,000 4,9000 80,000 132,000
Total operating expenses of discontinued operations 627,000 381,000 1,022,000 735,000

Operating loss from discontinued operations (274,000 ) 148,000 (132,000 ) 222,000

Other income (expense) of discontinued operations:
Gain on sale of assets 3,915,000 - 3,915,000 -
Gain on extinguishment of debt, related party - - 9,000 -
Interest expense (27,000 ) (6,000 ) (59,000 ) (21,000 )
Total other income (expense) 3,888,000 (6,000 ) 3,865,000 (21,000 )

Net Income from discontinued operations $ 3,614,000 $ 142,000 $ 3,733,000 $ 201,000

NOTE 4 – INVESTMENT IN TRADING SECURITIES
On May 17, 2020, the Company purchased $3,800,000 of various mutual fund assets from Ameriprise Investments. This investment meets the criteria of level one inputs for which quoted market prices are available in active markets for identical assets or liabilities as of the reporting date. As of June 30, 2021, the shares of Ameriprise have a reported market value of $3,907,000. The Company has adjusted the reported amounts for these investments to market value resulting in an unrealized gain reported of $204,000.
The source of the $3,800,000 that the Company used to purchase various mutual fund assets from Ameriprise Investments was the sale of certain assets of Intellitronix Corporation that was consummated on May 14, 2021. The Company purchased the shares of Ameriprise Investments in order to provide shareholders of the Company with a reasonable rate of return while deciding how to deploy these funds towards its planned business operations. However, as a result of this purchase by the Company of mutual fund assets from Ameriprise Investments, the Company may be deemed to be an “investment company” under the Investment Company Act of 1 Investment Company Act of 1940 (the “Investment Company Act”), by virtue of the fact that, as of June 30, 2021, the Company owned securities having a value exceeding 40% of the value of such the Company’s total assets on an unconsolidated basis.
The Company does not intend to be an investment company, and does not intend to be engaged in the business of investing, reinvesting, owning, holding or trading in securities. As such, the Company intends to rely on Rule 3a-2 under the Investment Company Act, which provides an exclusion from the definition of “investment company” for issuers meeting certain criteria. The Company will endeavor to ensure that it is compliant with the conditions for relying on this rule, within the time period permitted by Rule 3a-2. In an effort to comply with this exclusion, the Company intends to liquidate securities in Ameriprise Investments soon as is reasonably possible until the Company no longer owns securities having a value exceeding 40% of the value of such the Company’s total assets on an unconsolidated basis. Such course of action has been approved and authorized by the Company’s Board of Directors by unanimous written consent on August 17, 2021.
NOTE 35 – PROPERTY AND EQUIPMENT

Property and equipment consist of the following at ~~March 31,~~June 30, 2021 and December 31, 2020:

March 31,
2021
December 31,
2020
Building and improvements $ 651,000 $ 645,000
Land 96,000 96,000
Vehicles 461,000 411,000
Production equipment 715,000 630,000
Office equipment 35,000 35,000
Furniture and fixtures 48,000 48,000
Total property and equipment cost 2,006,000 1,865,000
Less: accumulated depreciation and amortization (492,000 ) (446,000 )
Property and equipment, net $ 1,514,000 $ 1,419,000

June 30,
2021
December 31,
2020
Building and improvements $ 664,000 $ 645,000
Land 96,000 96,000
Vehicles 431,000 411,000
Production equipment 115,000 630,000
Office equipment 35,000 35,000
Furniture and fixtures 22,000 48,000
Total property and equipment cost 1,363,000 1,865,000
Less: accumulated depreciation and amortization (275,000 ) (446,000 )
Property and equipment, net $ 1,088,000 $ 1,419,000

Depreciation expense for the ~~three~~six months ended ~~March 31,~~June 30, 2021 and 2020 was ~~$46,000~~$87,000 and ~~$13,000,~~$31,000, respectively.

NOTE 46 – ACCRUED PAYROLL TO OFFICER

Beginning in January 2018, the Company’s President and CEO (Paul Spivak) voluntarily elected to defer payment of his employment compensation. The balance of the compensation owed to the Company’s President and CEO was ~~$481,000~~$520,000 and $442,000 as of ~~March 31,~~June 30, 2021 and December 31, 2020, respectively.

As of the date of this report, Paul Spivak is no longer an executive officer or director of the Company.
NOTE 57 – LINE OF CREDIT

On April 28, 2020, the Company obtained a $50,000 unsecured line of credit from KeyBank. The line of credit currently carries an interest rate ~~of 3.25%~~the prime rate plus 3.86% , currently 7.11   % per annum. The balance outstanding on the line of credit was ~~$35,000~~$49,000 and $49,000 at ~~March 31,~~June 30, 2021 and December 31, 2020, respectively.

NOTE 68 – LOANS PAYABLE TO RELATED PARTIES

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

March 31,
2021 December 31,
2020
Loan payable to officers/shareholders (a) $ 1,805,000 $ 2,130,000
Loan payable to related party (b) 125,000 125,000
Loan payable to related party – past due (c) - 34,000
Loan payable to related party – (d) 335,000 330,000
Total loans payable to related parties 2,265,000 2,619,000
Loans payable to related parties, current portion (2,265,000 ) (2,619,000 )
Loans payable to related parties, net of current portion $ - $ -
June 30,
2021 December 31,
2020
Loan payable to officers/shareholders (a) $ 1,447,000 $ 2,130,000
Loan payable to related party (b) 125,000 125,000
Loan payable to related party – past due (c) - 34,000
Loan payable to related party – (d) 340,000 330,000
Total loans payable to related parties 1,912,000 2,619,000
Loans payable to related parties, current portion (1,912,000 ) (2,619,000 )
Loans payable to related parties, net of current portion $ - $ -

Loan payable consisted of the following as of ~~March 31,~~June 30, 2021 and December 31, 2020:

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

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

b.	On November 25, 2019, the Company entered into a PayPal Working Capital loan. The principal amount of the loan was for $66,000. The Company received net proceeds of $50,000, net of loan fees of $16,000. The loan has a 20-month term and requires monthly payments equal to 20% of monthly PayPal sales proceeds, but no less than $3,300 every 90-day period. . Current repayment schedule pre-agreed with the lender is $600 monthly The loan balance on December 31, 2020 was $14,000. During the ~~three~~six months ended ~~March 31,~~June 30, 2021, the Company made principal payments of $4,000, leaving a total of $10,000 owed at ~~March 31,~~June 30, 2021.

c.	On March 12, 2020, the Company entered into a loan agreement with Celtic Bank in the principal amount of $150,000 with interest at 32.09% per annum and due on September 12, 2021. The loan requires minimum monthly principal and interest payments of $11,000 and is secured by the Company’s assets and future sales and is personally guaranteed by the Company’s CEO. The loan balance on December 31, 2020 was $86,000. During the ~~three~~six months ended ~~March 31,~~June 30, 2021, the Company made principal payments of ~~$28,000,~~$86,000, leaving a total of ~~$58,000~~$0 owed at ~~March 31,~~June 30, 2021.

d.	On August 26, 2020, the Company entered into a loan agreement with Apex Commercial Capital Corp. in the principal amount of $266,000 with interest at 9.49% per annum and due on September 10, 2030. The loan requires one hundred nineteen (119) monthly payments of $2,322, with a final balloon payment on the one hundred twentieth (120) month, or September 10, 2030, of $224,835. The loan is guaranteed by the Company and the Company’s Chief Executive Officer and secured by the Company’s real estate. The loan balance on December 31, 2020 was $265,000. During the ~~three~~six months ended ~~March 31,~~June 30, 2021, the Company made principal payments of ~~less than~~ $1,000, leaving a total of ~~$265,000~~$264,000 owed at ~~March 31,~~June 30, 2021.

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

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

		Outstanding						Exercisable
						Weighted				Weighted
						Average				Average
Exercise Price Per Share		Shares		Life (Years)		Exercise Price		Shares		Exercise Price
$	0.25		20,000		0.44	$	0.25		20,000	$	0.25

	March 31, 2021			December 31, 2020
ASSETS
Current Assets
Cash and cash equivalents	$	109,000		$	108,000
Accounts receivable		160,000			541,000
Accounts receivable, related party		-			30,000
Inventories, net		245,000			212,000
Prepaid expenses and other current assets		63,000			17,000
Total Current Assets		577,000			908,000

Property and equipment, net		1,514,000			1,419,000
Total Assets	$	2,091,000		$	2,327,000

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	312,000		$	363,000
Accrued expenses		75,000			75,000
Accrued payroll to an officer		481,000			442,000
Customer advance payments		84,000			29,000
Line of credit		35,000			49,000
Convertible notes payable		57,000			55,000
Loans payable, current portion, net of discount of $3,000 and $8,000, respectively		159,000			163,000
Loans payable, related party – current portion		2,265,000			2,619,000
Total Current Liabilities		3,468,000			3,795,000

Loans payable, net of current portion		485,000			396,000
Total Liabilities		3,953,000			4,191,000

Commitments and Contingencies

Shareholders’ Deficit
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively		-			-
Common stock, $0.0001 par value, 100,000,000 shares authorized; 96,975,735 and 95,970,735 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively		10,000			10,000
Additional paid-in-capital		17,585,000			17,435,000
Accumulated deficit		(19,457,000	)		(19,309,000	)
Total Shareholders’ Deficit		(1,862,000	)		(1,864,000	)

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	2,091,000		$	2,327,000

	June 30, 2021			December 31, 2020
ASSETS
Current Assets
Cash and cash equivalents	$	86,000		$	108,000
Accounts receivable		27,000			541,000
Accounts receivable, related party		-			30,000
Inventories, net		-			-
Prepaid expenses and other current assets		-			-
Investment in trading securities		3,907,000			-
Assets of discontinued operations		460,000			879,000
Total Current Assets		4,480,000			1,558,000

Property and equipment, net		810,000			769,000
Total Assets	$	5,290,000		$	2,327,000

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable	$	39,000		$	47,000
Accrued expenses		7,000			10,000
Accrued payroll to an officer		338,000			286,000
Convertible notes payable		58,000			55,000
Loans payable, related party – current portion		1,912,000			2,619,000
Liabilities of discontinued operations		1,042,000			1,174,000
Total Current Liabilities		3,396,000			4,191,000

Loans payable, net of current portion		90,000			-
Total Liabilities		3,486,000			4,191,000

Commitments and Contingencies

Shareholders’ Equity (Deficit)
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively		-			-
Common stock, $0.0001 par value, 100,000,000 shares authorized; 97,832,735 and 95,970,735 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		10,000			10,000
Common stock to be issued		7,000			-
Additional paid-in-capital		17,791,000			17,435,000
Accumulated deficit		(16,004,000	)		(19,309,000	)
Total Shareholders’ Equity (Deficit)		1,804,000			(1,864,000	)

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	5,290,000		$	2,327,000

	Three months ended March 31,
	2021			2020
Sales	$	944,000		$	756,000
Cost of goods sold		406,000			226,000
Gross profit		538,000			530,000

Operating expenses
Selling, general and administrative expenses		562,000			521,000
Product development costs		84,000			95,000
Total operating expenses		646,000			616,000

Loss from operations		(108,000	)		(86,000	)

Other income (expense)
Lease income, related party		15,000			-
Gain on extinguishment of debt, related party		9,000			-
Interest expense, related party		(35,000	)		(33,000	)
Interest expense		(29,000	)		(10,000	)
Total other expense		(40,000	)		(43,000	)

Net Loss	$	(148,000	)	$	(129,000	)

BASIC INCOME (LOSS) PER SHARE	$	(0.00	)	$	(0.00	)
DILUTED INCOME (LOSS) PER SHARE	$	(0.00	)	$	(0.00	)

WEIGHTED – AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED		96,454,679			90,431,970

	Three months ended June 30,						Six months ended June 30,
	2021			2020			2021			2020
Sales	$	1,000		$	-		$	2,000		$	1,000
Cost of goods sold		2,000			-			3,000			-
Gross profit		(1,000	)		-			(1,000	)		1,000

Operating expenses
Selling, general and administrative expenses		358,000			256,000			575,000			331,000
Product development costs		6,000			42,000			39,000			88,000
Total operating expenses		364,000			298,000			614,000			419,000

Loss from operations		(365,000	)		(298,000	)		(615,000	)		(418,000	)

Other income (expense)
Lease income, related party		15,000			-			30,000			-
Gain on sale of assets		-						-
Gain on extinguishment of debt, related party		9,000			-			9,000			-
Unrealized Gain		204,000						204,000
Interest expense, related party		(24,000	)		(39,000	)		(56,000	)		(76,000	)
Total other income (expense)		204,000			(39,000	)		187,000			(76,000	)

Net Loss From Continuing operations		(161,000	)		(337,000	)		(428,000	)		(494,000	)
Net Income From Sale of Discontinued operations		3,915,000			-			3,915,000			-
Net (Loss) Income From Discontinued operations		(301,000	)		142,000			(182,000	)		201,000
Net Income (Loss)	$	3,453,000		$	(195,000	)	$	3,305,000		$	(293,000	)

BASIC LOSS PER SHARE FROM CONTINUING OPERATIONS	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
BASIC INCOME PER SHARE FROM SALE OF DISCONTINUED OPERATIONS		0.04			-			0.04			-
BASIC (LOSS) INCOME PER SHARE FROM DISCONTINUED OPERATIONS	$	(0.00	)	$	0.00		$	(0.00	)	$	0.00
DILUTED INCOME (LOSS) PER SHARE	$	0.04		$	(0.00	)	$	0.04		$	(0.00	)

WEIGHTED – AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED		97,634,035			90,569,748			97,043,978			90,501,117

	Preferred Stock				Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, December 31, 2020		-	$	-		95,970,735	$	10,000	$	17,435,000	$	(19,309,000	)	$	(1,864,000	)

Net proceeds from sale of common stock		-		-		1,005,000		-		150,000		-			150,000

Net Loss		-		-		-		-		-		(148,000	)		(148,000	)

Balance, March 31, 2021		-	$	-		96,975,735	$	10,000	$	17,585,000	$	(19,457,000	)	$	(1,862,000	)

	Three months ended March 31
	2021			2020
Cash Flows from Operating Activities
Net Loss	$	(148,000	)	$	(129,000	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		46,000			13,000
Amortization of right of use asset		-			13,000
Amortization of debt discount		5,000			6,000
Gain on extinguishment of debt		(9,000	)		-
Provision for inventory reserves		-			(1,000	)
Accrued interest on loans		2,000			3,000
Accrued interest on related party loans		36,000			33,000
Changes in Assets and Liabilities
(Increase) Decrease in:
Accounts receivable		381,000			12,000
Inventories		(33,000	)		(20,000	)
Prepaid expenses and other		(46,000	)		(41,000	)
(Decrease) Increase in:
Accounts payable		(51,000	)		25,000
Accrued expenses		-			(14,000	)
Accrued payroll to an officer		39,000			13,000
Change in lease liability		-			(10,000	)
Customer advanced payments		55,000			40,000
Net cash provided by (used in) operating activities		277,000			(57,000	)

Cash Flows from Investing Activities
Purchase of property and equipment		(141,000	)		(2,000	)
Net cash used in investing activities		(141,000	)		(2,000	)

Cash Flows from Financing Activities
Proceeds from sale of common stock		150,000			50,000
Proceeds from secured convertible note payable		-			88,000
Proceeds from loans payable		125,000			150,000
Payment of loans payable		(45,000	)		(71,000	)
Payments of line of credit		(14,000	)		-
Payment of finance lease		-			(4,000	)
Proceeds from notes payable related party		-			40,000
Payments on notes payable related party		(351,000	)		(94,000	)
Net cash provided by (used in) financing activities		(135,000	)		159,000

Net increase in cash and cash equivalents		1,000			100,000
Cash and cash equivalents beginning of period		108,000			107,000
Cash and cash equivalents end of period	$	109,000		$	207,000

Supplemental Cash Flow Information
Interest paid	$	16,000		$	5,000
Taxes paid	$	-		$	-

Non-cash Financing Activities
Offset accounts receivable, related party with notes payable, related party	$	30,000		$	-

Sales Channels	LED digital gauges and automotive electronics and accessories		LED lighting tubes and bulbs		Total
Business to business	$	582,000	$	-	$	582,000
Direct to consumer		360,000		-		360,000
Total	$	942,000	$	2,000	$	944,000

Sales Channels	LED digital gauges and automotive electronics and accessories		LED lighting tubes and bulbs		Total
Business to business	$	316,000	$	-	$	316,000
Direct to consumer		226,000		-		226,000
Total	$	542,000	$	-	$	542,000

Building		40 years
Building and land improvements		77-15 years
Vehicles		5 years
Production equipment		5 years
Office equipment		3 years
Furniture and fixtures		7 years

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

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

	June 30, 2021		December 31, 2020
Current Assets of Discontinued Operations:
Prepaid expenses and other current assets	$	182,000	$	17,000
Inventory		-		212,000
Property and equipment		278,000		650,000
Total Current Assets of Discontinued Operations:	$	460,000	$	879,000

Current Liabilities of Discontinued Operations:
Accounts payable	$	237,000	$	316,000
Accrued expenses		78,000		94,000
Accrued payroll to an officer		182,000		156,000
Notes payable		545,000		608,000
Total Current Liabilities of Discontinued Operations:	$	1,042,000	$	1,174,000

	Three months ended June 30,						Six months ended June 30,
	2021			2020			2021			2020
Sales from discontinued operations	$	541,000		$	755,000		$	1,484,000		$	1,561,000
Cost of goods sold of discontinued operations		188,000			226,000			594,000			604,000
Gross profit of discontinued operations		353,000			529,000			890,000			957,000

Operating expenses of discontinued operations:
Selling, general and administrative expenses		597,000			332,000			942,000			603,000
Product development costs		30,000			4,9000			80,000			132,000
Total operating expenses of discontinued operations		627,000			381,000			1,022,000			735,000

Operating loss from discontinued operations		(274,000	)		148,000			(132,000	)		222,000

Other income (expense) of discontinued operations:
Gain on sale of assets		3,915,000			-			3,915,000			-
Gain on extinguishment of debt, related party		-			-			9,000			-
Interest expense		(27,000	)		(6,000	)		(59,000	)		(21,000	)
Total other income (expense)		3,888,000			(6,000	)		3,865,000			(21,000	)

Net Income from discontinued operations	$	3,614,000		$	142,000		$	3,733,000		$	201,000

	March 31, 2021			December 31, 2020
Building and improvements	$	651,000		$	645,000
Land		96,000			96,000
Vehicles		461,000			411,000
Production equipment		715,000			630,000
Office equipment		35,000			35,000
Furniture and fixtures		48,000			48,000
Total property and equipment cost		2,006,000			1,865,000
Less: accumulated depreciation and amortization		(492,000	)		(446,000	)
Property and equipment, net	$	1,514,000		$	1,419,000

	March 31, 2021			December 31, 2020
Loan payable to officers/shareholders (a)	$	1,805,000		$	2,130,000
Loan payable to related party (b)		125,000			125,000
Loan payable to related party – past due (c)		-			34,000
Loan payable to related party – (d)		335,000			330,000
Total loans payable to related parties		2,265,000			2,619,000
Loans payable to related parties, current portion		(2,265,000	)		(2,619,000	)
Loans payable to related parties, net of current portion	$	-		$	-

	March 31, 2021			December 31, 2020
PayPal Working Capital Loan, net of discount (a)	$	32,000		$	38,000
PayPal Working Capital Loan, net of discount (b)		10,000			14,000
Secured promissory note (c)		58,000			86,000
Secured promissory note (d)		265,000			265,000
Vehicle loans (e)		167,000			131,000
Equipment loan (f)		15,000			16,000
Equipment loan (g)		15,000			17,000
Equipment loan (h)		85,000			-
Loan discount		(3,000	)		(8,000	)
Total loans payable		644,000			559,000
Loans payable, current portion		(159,000	)		(163,000	)
Loans payable, net of current portion	$	485,000		$	396,000

	●	BH4 Series is our flagship LED light bulb line and has remained our top seller throughout the years. The BH4 bulb is a powerful, highly efficient top-level bulb offering the greatest savings potential and longest life span at 21 years. This light has been engineered to emit zero RF.

	For the three months ended March 31,									Percentage Change
	2021			2020			Change			Inc. (Dec.)
Total Sales, net		944,000			756,000			188,000			25	%
Total Cost of goods sold		406,000			226,000			180,000			80	%
Gross profit		538,000			530,000			8,000			2	%

Operating expenses
Selling, general and administrative expenses		562,000			521,000			41,000			8	%
Product development costs		84,000			95,000			(11,000	)		(12	)%
Total operating expenses		646,000			616,000			30,000			5	%
Loss from operations		(108,000	)		(86,000	)		(22,000	)		26	%
Other expense		(40,000	)		(43,000	)		3,000			(7	)%
Net Loss	$	(148,000	)	$	(129,000	)	$	(19,000	)		15	%

	For the three months ended June 30,									Percentage Change
	2021			2020			Change			Inc. (Dec.)
Total Sales, net		542,000			831,000			(289,000	)		(35	)%
Total Cost of goods sold		190,000			371,000			(181,000	)		(49	)%
Gross profit		352,000			460,000			(108,000	)		(23	)%

Operating expenses
Selling, general and administrative expenses		955,000			453,000			502,000			111	%
Product development costs		36,000			142,000			(106,000	)		(75	)%
Total operating expenses		991,000			595,000			396,000			67	%
Loss from operations		(639,000	)		(135,000	)		(504,000	)		373	%
Other income (expense)		4,092,000			(60,000	)		4,152,000			6,920	%
Net Loss	$	3,453,000		$	(195,000	)	$	3,648,000			1,871	%

	For the six months ended June 30,									Percentage Change
	2021			2020			Change			Inc. (Dec.)
Total Sales, net		1,486,000			1,562,000			(76,000	)		(5	)%
Total Cost of goods sold		596,000			610,000			(14,000	)		(2	)%
Gross profit		890,000			952,000			(62,000	)		(7	)%

Operating expenses
Selling, general and administrative expenses		1,517,000			927,000			590,000			64	%
Product development costs		120,000			220,000			(100,000	)		(45	)%
Total operating expenses		1,637,000			1,147,000			490,000			43	%
Loss from operations		(747,000	)		(195,000	)		(552,000	)		283	%
Other income (expense)		4,052,000			(98,000	)		4,150,000			4,235	%
Net Loss	$	3,305,000		$	(293,000	)	$	3,598,000			1,228	%

	As of			As of
	March 31, 2021			December 31, 2020
Current Assets	$	577,000		$	908,000
Current Liabilities		3,468,000			3,795,000
Net Working Capital Deficiency	$	(2,891,000	)	$	(2,887,000	)

	Three months			Three months
	ended			ended
	March 31, 2021			March 31, 2020
Net cash provided by (used in) Operating Activities	$	277,000		$	(57,000	)
Net cash used in Investing Activities		(141,000	)		(2,000	)
Net cash provided by (used in) Financing Activities		(135,000	)		159,000
Increase in cash during the period		1,000			100,000
Cash, Beginning of Period		108,000			107,000
Cash, End of Period	$	109,000		$	207,000

	Six months			Six months
	ended			ended
	June 30, 2021			June 30, 2020
Net cash provided by (used in) Operating Activities	$	3,845,000		$	(12,000	)
Net cash used in Investing Activities		(3,459,000	)		(769,000	)
Net cash provided by (used in) Financing Activities		(408,000	)		737,000
Decrease in cash during the period		(22,000	)		(44,000	)
Cash, Beginning of Period		108,000			107,000
Cash, End of Period	$	86,000		$	63,000

Exhibit Number		Description of Exhibit
~~31.1~~2.1		Asset Purchase Agreement between Intellitronix Corporation, US Lighting Group, Inc., and Ohio INTX Cooperative dated May 14, 2021 (incorporated by reference to Exhibit 2.3 of the Company’s Current Report on Form 8-K filed May 19, 2021)

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

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

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

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

101		The following materials from US Lighting Group, Inc.’s Quarterly Report on Form 10-Q for the period ended ~~March 31,~~June 30, 2021, formatted in ~~XBRL (Extensible~~iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Shareholders’ Deficit, (iv) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Unaudited Condensed Consolidated Financial Statements.

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

	US LIGHTING GROUP, INC.

Date: ~~May 5,~~August 30, 2021	By:	/s/ ~~PAUL SPIVAK~~ANTHONY CORPORA
		~~Paul Spivak~~Anthony Corpora
		Chief Executive Officer (Principal executive officer)

Date: ~~May 5,~~August 30, 2021	By:	/s/ STEVEN E. EISENBERG
		Steven E. Eisenberg
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)