The information in this Prospectuspreliminary prospectus is not complete and may be changed. WeThe selling shareholder may not sell these securities until the Registration Statementregistration statement filed with the Securities and Exchange Commission is effective. This Prospectuspreliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any statejurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUSSubject to Completion, Dated September 1, 2023

Subject to completion, dated January 16, 2014PROSPECTUS

THE LUXURIOUS TRAVEL CORP.

30,100,000 SHARES OF COMMON STOCKUp to 22,900,433 Shares of Common Stock

US Lighting Group, Inc.

This is our initial public offering. We are offeringprospectus relates to the offer and sale of up to 22,900,433 shares of common stock, $0.0001 par value, of US Lighting Group, Inc., a total of 30,100,000Florida corporation, by the selling shareholder, Alumni Capital LP. Alumni may acquire shares of our common stock allpursuant to a stock purchase agreement that we entered into with Alumni and upon the exercise of a warrant that we issued to Alumni. The stock purchase agreement with Alumni establishes an equity line pursuant to which are being offered by we can elect to sell shares to Alumni for up to $1.0 million. In addition, Alumni Capital may acquire up to 6,666,667 shares of our stock upon exercise of the warrant. Alumni Capital does not currently own any shares of our stock. Please see Selling Shareholders. The Selling Shareholders will offer and sell their shares at a price of $0.20 per share until our shares are quotedShareholder beginning on the Over the Counter Bulletin Board (“OTC Bulletin Board”). If and when our common stock becomes quoted on the OTC Bulletin Board,page 20 for more information about how Alumni Capital may acquire the shares owned by the Selling Shareholders may be sold in the over-the-counter market, or otherwise, at pricesbeing registered pursuant to this prospectus.

We are not selling any securities under this prospectus and terms then prevailing or at prices related to the then-current market price, or in negotiated transactions. Although we will incur expenses in connection with the registration of the common stock, we will not receive any of the proceeds from the sale of shares by Alumni Capital. However, we may receive up to $1.0 million in proceeds from the sale of our common stock to Alumni if we draw on the equity line and an indeterminant amount from the exercise of the warrant. We will use any funds we receive from Alumni for general corporate purposes and working capital requirements. We have not yet drawn on the Alumni equity line.

Alumni Capital may sell the shares described in this prospectus in a number of different ways and at varying prices. Please see Plan of Distribution beginning on page 23 for more information about how Alumni may sell the shares being registered pursuant to this prospectus.

Alumni Capital may sell any, all or none of the shares offered by this prospectus, and we do not know when or in what amounts Alumni may sell its shares following the effective date of the registration statement. Alumni will pay all brokerage fees and commissions and similar expenses. We will pay the expenses incurred in registering the shares, including legal and accounting fees.

Our shares of common stock by the selling stockholders. 

Our common stock is not listed for trading on any stock exchange or stock market. Following the effectiveness of the registration statement, which this prospectus is part of, we will apply to list our Common Stock for quotationare traded on the OTC Bulletin Board. There can be no assurance, however, that we will be able to listPink Market under the symbol “USLG.” On August 28, 2023, the last reported sale price of our sharesstock on the OTC Bulletin Board or anywhere else or that any market for our stock will ever develop.Pink Market was $0.057 per share.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.

We are an emerging growth company as that term is usedInvesting in the Jumpstart Our Business Startups Act of 2012 and, as such, we are eligible to use reduced public company reporting requirements.

This investmentour stock involves a high degree of risk. You should purchase shares only if you can afford a complete loss. See “Risk Factors”Please see Risk Factors beginning on page 4.4 and in the documents incorporated by reference in this prospectus. You should carefully consider these risk factors, as well as the other information contained in this prospectus, before you invest.

Neither the SECSecurities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

No person has been authorized to give any information other than that contained in this Prospectus, or to make any representations in connection with the Offering made hereby, and, if given or made, such other information or representations must not be relied upon as having been authorized by our Company.  

The date of this Prospectus is     January 16, 2014., 2023

TABLE OF CONTENTS

Table of Contents

We

About This Prospectus

This prospectus forms part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) and that includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with the additional information described under the headings Where You Can Find More Information and Incorporation by Reference before making your investment decision.

You should rely only on the information provided in this prospectus or in a prospectus supplement or any free writing prospectuses or any amendments. Neither we, nor the selling shareholder, have not authorized any personanyone else to giveprovide you any supplementalwith different information. If anyone provides you with different or inconsistent information, or to make any representations for us. Youyou should not rely upon any information about our company that is not contained in this prospectus. Information contained in this prospectus may become stale.on it. You should not assume that the information contained in this prospectus or any prospectus supplement is accurate only as of anythe date other than their respective dates, regardless ofon the time of delivery of this prospectus, any prospectus supplement or of any sale of the shares.cover. Our business, financial condition, results of operations and prospects may have changed since those dates. Thethat date. Other than our filings with the SEC, information found on our website, or that may be accessed by links on our website, is not part of this prospectus.

Neither we, nor the selling stockholdersshareholder, are offering to sell andor seeking offers to buy,purchase stock in any jurisdiction where the offer or sale is not permitted. We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares as to distribution of our common stock onlythe prospectus outside of the United States.

Unless the context otherwise requires, references in jurisdictions where offersthis prospectus to “USLG,” the “company,” “we,” “us” and sales are permitted.“our” refer to US Lighting Group, Inc. and its wholly-owned subsidiaries.

We currently maintain our executive offices at 1535 Jackson Street, Hollywood, FL 33020. Our telephone number is (954) 628-3594.

Risk Factors

The securities offered by this prospectus are highly speculative and very risky. We have described the material risks that we face below. Before you buy, consider the risk factors described and the rest of this prospectus. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this prospectus. Please refer to “Special Note Regarding Forward-looking Statements” on page 9.

RISK FACTORS

The shares of our common stock being offered for resale by the selling security holders are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose the entire amount invested in the common stock. Before purchasing any of the shares of common stock, you should carefully consider the following factors relating to our business and prospects. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, you may lose all or part of your investment.  You should carefully consider the risks described below and the other information in this process before investing in our common stock.

Risks Related to our Business and Operations

We have very little operating capital.incurred substantial losses and only recently began generating significant revenue.

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

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

We may need substantial additional funding, on an ongoing basis, in order to continue execution of our business plan, to develop new products and increase production of existing products, to develop and optimize our manufacturing and distribution arrangements, and for other corporate purposes. Any financing, if available, may include restrictive covenants and provisions that could limit our ability to take certain actions, preference provisions for the investors, and/or discounts, warrants, conversion rights, anti-dilution rights, the provision of collateral, or other incentives. Any financing will require additional investment. We do not presently have adequate cash from operations involve issuance of equity and/or financing activitiesdebt, and these issuances will be dilutive to meet our long-term needs. As of September 30, 2013 we had a total of $13,291 in capital to use in executing our business plan. We anticipate that unlessexisting shareholders. For example, the shares we are ableissuing to generate net revenue or raise net proceeds ofAlumni Capital are being priced at least $100,000 withina discount to the next 12 monthscurrent market price and in that it will be difficultsense are dilutive to execute our business plan in a meaningful way. However, even if we achieve net revenue or raise net proceeds of $100,000 therecurrent shareholders. There can be no assurance that we will be successful in executing our planable to complete any financing or achieving profitability. Due to our early stage of growth, regardless ofthat the amount of fundsterms will be acceptable. If we have, there is a substantial risk that all investors may lose all of their investment. We expect that we will seek additional financing in the future. However, we may not be ableare unable to obtain additional capitalfunds on a timely basis or generate sufficient revenueson acceptable terms, we may be required to fundcurtail our operations.plans.

Our sales may be negatively impacted by numerous macroeconomic events.

Sales of recreational vehicles could decline for many reasons outside our control, such as a financial crisis, recession, inflation, higher interest rates, higher fuel costs, or significant geopolitical events. In times of economic uncertainty, consumers may have less discretionary income and may defer spending on high-cost, discretionary products such as RVs which may in turn adversely affect our financial performance. Although the RV industry has experienced increased sales and operating results as a result of the unique consumer demand for recreational vehicles since the start of the COVID-19 pandemic, demand for RVs could decrease amid high inflation and rising interest rates.

Our business is affected by the availability and terms of financing to independent auditor has expressed doubts aboutdealers and retail purchasers.

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

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

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

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

We may outgrow our current manufacturing facility.

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

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

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

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

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

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

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

Our diversification plans could distract us from Cortes Campers.

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

Risks Related to Our Company and Stock

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

In the future, we may issue additional equity securities for capital raising purposes, in connection with hiring or retaining employees, to fund acquisitions, or for other business purposes. The future issuance of any additional shares of common stock will dilute our current shareholders and may create downward pressure on the value of our shares.

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

As of August 8, 2023, our former chief executive officer Paul Spivak owns 49.4% of our outstanding shares of common stock and his wife, Olga Smirnova, owns 1.0% of our outstanding shares. As a result, together they control a majority of our stock and have the ability to determine the outcome of all matters submitted to our shareholders, including the election of directors. As a consequence, it may be difficult for the other shareholders to remove our board members. Mr. Spivak’s voting control could also deter unsolicited takeovers, including transactions in which our shareholders might otherwise receive a premium for their shares over then current market prices.

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

Management has determined and our independent auditors have indicated in their report on our December 31, 2022 financial statements that there is substantial doubt about our ability to continue as a going concern. Management's plans regarding our ability toA “going concern” opinion indicates that the financial statements have been prepared assuming we will continue as a going concern are disclosed in Note 2 to the financial statements. The consolidated financial statementsand do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that mightmay result fromif we do not continue as a going concern. Therefore, you should not rely on our consolidated balance sheet as an indication of the outcomeamount of this uncertainty.proceeds that would be available to satisfy claims of creditors, and potentially be available for distribution to shareholders, in the event of liquidation.

Our officersmanagement and directors are not required to continueour independent auditors previously identified certain internal control deficiencies which, while now considered remediated, had been considered by our management and our independent auditor as shareholdersmaterial weaknesses.

In connection with the preparation of our financial statements for the year ended December 31, 2021, our management and may not maintain an equity interestour independent auditor identified internal control deficiencies that, in the companyaggregate, represent material weaknesses, as described more fully in which case their interests mayour 2022 Form 10-K. As of December 31, 2022, our management team concluded that the material weakness had been addressed and that our internal controls were effective. If we do not mirror thosesuccessfully maintain a strong controlled environment this could lead to heightened risk for financial reporting mistakes and irregularities, and/or lead to a loss of public confidence in our internal controls that could have a negative effect on the market price of our shareholders.common stock.

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

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

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

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

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

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

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

The share prices of publicly traded microcap and emerging companies, particularly companies without consistent product revenues and earnings, can be highly volatile and are likely to remain highly volatile in the future. The price which investors may realize in sales of their shares of our common stock. Accordingly, therestock may be materially different than the price at which our stock is no assurance that all or anyquoted, and will be influenced by a large number of factors, some specific to us and our operations, and some unrelated to our operations. These factors may cause the price of our currentstock to fluctuate frequently and substantially. Relevant factors may include large purchases or future officerssales of our common stock, shorting of our stock, positive or negative events, commentaries or publicity relating to our company, management or products, positive or negative events relating to recreational vehicle companies generally, the publication of research by securities analysts and changes in recommendations of securities analysts, legislative or regulatory changes, and/or directors will continuegeneral economic conditions. In the past, shareholder litigation, including class action litigation, has been brought against other companies that experienced volatility in the market price of their shares or unexpected or adverse developments in their business. Whether or not meritorious, litigation can result in substantial costs, divert management’s attention and resources, and harm the company’s financial condition and results of operations.

Our common stock is considered a “penny stock” and may be difficult to maintainsell.

The SEC has adopted regulations which generally define “penny stock” to be an equity interest insecurity that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to specific exemptions. Historically, the company. Our current officers and directors currently intend to remain as officers and directors of the company for the foreseeable future, even if they were to sell all or a portion of their shares.

We are dependent on the servicesprice of our Chief Executive Officer and the loss of those services would have a material adverse effect on our business.

We are highly dependent on the services of Todd Delmay, our Chief Executive Officer. Mr. Todd Delmay maintains responsibility for our overall corporate operational strategy. Mr. Todd Delmaystock has over 20 years’ experience in the travel industry and the loss of his services would have a material adverse effect upon our business and prospects.

Our CEO holds the voting power to control our affairs and may make decisions that do not necessarily benefit all shareholders equally.

fluctuated greatly. As of the date of this prospectus, our CEO is our largest shareholder and he owns approximately 83.1% of our outstanding Common Stock. Consequently, he is in the position to control matters submitted for shareholder votes, including election of our Board of Directors and to exercise control over our affairs, generally.

We are an “emerging growth company” under the JOBS Act of 2012 and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies (other than smaller reporting companies) that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. We are also currently able to take advantage of these exemptions as a smaller reporting company. In addition, emerging growth companies are entitled to take advantage of exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. By comparison, smaller reporting companies (unless they are also emerging growth companies) are subject to the requirements of holding nonbinding advisory votes on executive compensation, and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Furthermore, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or iffiling, the market valueprice of our common stock that is heldless than $5.00 per share, and therefore is a “penny stock” according to SEC rules. The “penny stock” rules impose additional sales practice requirements on broker-dealers who sell securities to persons other than established customers and accredited investors (generally those with assets in excess of $1.0 million or annual income exceeding $200,000 or $300,000 together with their spouse). For transactions covered by non-affiliates exceeds $700 million asthese rules, the broker-dealer must make a special suitability determination for the purchase of any June 30.

Our status as an “emerging growth company” undersecurities and have received the JOBS Act of 2012 may make it more difficult to raise capital as and when we need it.

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

Risks Related to Our Industry

Economic downturns may adversely affect our sales.

A downturn in the economy may affect consumer purchases of discretionary items, which could adversely affect our sales. Our success depends on the sustained demand for our products and services. Consumer purchases of discretionary items, such as many of our products and services, tend to decline during recessionary periods when disposable income is lower. These downturns have been characterized by diminished product demand and subsequent accelerated erosion of average selling prices. A general slowdown in the economies in which we sell our products and services or even an uncertain economic outlook could adversely affect consumer spending on our products and services and, in turn, our sales and results of operations.

We operate in a highly competitive market, and we may not be able to compete effectively.

The market for travel products is intensely competitive. We compete with a variety of companies with respect to each product or service we offer, including:

• InterActiveCorp, an interactive commerce company, which owns or controls numerous travel-related enterprises, including Expedia, an online travel agency, Hotels.com, a distributor of online lodging reservations, and Ticketmaster and Citysearch, both of which offer destination information and tickets to attractions;

• Sabre Holdings, which owns Travelocity, an online travel agency, GetThere, a provider of online corporate travel technology and services, and the Sabre Travel Network, a GDS;

• Cendant, a provider of travel and vacation services, which owns or controls the following: Galileo International, a worldwide GDS; Cheap Tickets, an online travel agency; Lodging.com, an online distributor of hotel rooms; Howard Johnson, Ramada Inns, and other hotel franchisors; Avis and Budget car rental companies; and other travel-related brands;

• other consolidators and wholesalers of airline tickets, lodging and other travel products, including priceline.com, Hotwire, and Travelweb;

• travel agencies targeting the corporate market, such as American Express, Navigant, TQ3/Maritz, World Travel Partners and Carlson Wagonlit, which compete against our Orbitz for Business service;

• other local, regional, national and international traditional travel agencies servicing leisure and business travelers; and

• operators of other GDSs, which control the computer systems through which travel reservations historically have been booked.

  Many of our competitors have longer operating histories, larger customer bases, more established brands and significantly greater financial, marketing and other resources than we do. Some of our competitors benefit from vertical integration with GDSs. In particular, we believe our two primary competitors in the online travel products market to be Expedia and Travelocity, which have each operated their respective businesses for significantly longer than Orbitz and may benefit from greater market share, brand recognition, product diversification, scale and operating experience than we do. In addition, Expedia and Travelocity, unlike Orbitz, have each established exclusive relationships as preferred travel partners for widely used Internet destinations such as America Online, MSN and Yahoo!. These arrangements, and similar relationships Expedia and Travelocity may be able to secure in the future, could provide them with a significant advantage in obtaining new customers. Furthermore, the flexibility of being able to provide biased displays for fares may provide Expedia, Travelocity and other competitors an opportunity to receive additional incentive payments from their suppliers. We expect Expedia and Travelocity will devote significant financial and operating resources to maintain their respective positions in the online travel products market.

We expect existing competitors and business partners and new entrantspurchaser’s written consent to the travel business to constantly revise and improve their business models in response to challenges from competing Internet-based businesses, including ours. For example, firms that provide services to us and our competitors may introduce pricing or other business changes that adversely affect Orbitz' attractiveness to suppliers in favor of our competitors. Similarly, some of our airline suppliers have recently entered into arrangements with GDS providers containing "most favored nations" obligations in which they have committed, in exchangetransaction before the purchase. Additionally, for reduced GDS booking fees, to provide toany transaction involving a penny stock, unless exempt, the GDS and its subscribers, including some of our online travel agency competitors, all faresbroker-dealer must deliver, before the supplier offers to the general public through any distribution channel. The effect of these arrangements may be to preclude Orbitz from successfully bargaining for superior airline inventory or other promotional advantages, and to reduce the relative attractiveness of Orbitz astransaction, a low cost distribution channel for these airlines. If Expedia, Travelocity or other travel industry participants introduce changes or developments we cannot meet in a timely or cost-effective manner, our business may be adversely affected. We cannot assure you that we will be able to effectively compete with Expedia, Travelocity or with other travel industry providers.

In addition, consumers frequently use our website for route pricing and other travel information, and then may choose to purchase travel products from a source other than our website, including travel suppliers' own websites. Many travel suppliers, including our Founding Airlines and other airlines, lodging, car rental companies and cruise operators, also offer and distribute travel products, including products from other travel suppliers, directly to the consumer through their own websites. In many cases, these competitors offer advantages, such as bonus miles or lower transaction fees, that we do not or cannot provide to consumers. In addition, the airline industry has experienced a shift in market share from full-service carriers, such as our Founding Airlines, to low-cost carriers that focus primarily on discount fares to leisure destinations. Some low-cost carriers, such as Southwest and JetBlue, do not distribute their tickets through Orbitz or other third-party

Risks Related to Legal Uncertainty

Because legislation in the United States, including the Sarbanes-Oxley Act of 2002, increases the cost of compliance with federal securities regulations as well as the risks of liability to officers and directors, we may find it more difficult to retain or attract officers and directors.

TheSarbanes-Oxley Actwas enacted in the United States in response to public concerns regarding corporate accountability in connection with accounting scandals. The stated goals of theSarbanes-Oxley Actare to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies, and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic reports with the United States SEC, under the Securities Exchange Act of 1934 (“Exchange Act”).  Upon becoming a public company in the United States, we will be required to comply with the Sarbanes-Oxley Act and it is costly to remain in compliance with the federal securities regulations. Additionally, we may be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of the Sarbanes-Oxley Act. The enactment of the Sarbanes-Oxley Act has resulted in a series of rules and regulationsdisclosure schedule prescribed by the SEC that increase responsibilitiesrelating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and liabilitiesthe registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. These additional burdens imposed on broker-dealers may restrict the ability or decrease the willingness of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles. Significant costs incurred as a result of becoming a public company could divert the use of finances from our operations resulting in our inabilitybroker-dealers to achieve profitability. 

Risks Related to Our Common Stock

You may not be able to buy or sell our stock at will and may lose your entire investment.

We are not listed on anyresult in decreased liquidity for our stock exchange at this time. We hopeand increased transaction costs for sales and purchases of our stock as compared to become a bulletin board traded company. These are often known as "penny stocks" and are subject to various regulations involving certain disclosures to be given to you prior to the purchase of any penny stocks. These disclosures require you to acknowledge you understand the risk associated with buying penny stocks and that you can absorb the entire loss of your investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is volatile and you may not be able to buy or sell the stock when you want.other securities.

There can be no assurance that an active market for our Common Stock will develop. If an active public market for our Common Stock does not develop, shareholders may not be able to re-sell the Common Stock that they own and affect the value of their Common Stock.

The Financial Industry Regulatory AuthorityFINRA sales practice requirements may also limit our shareholders’your ability to buy and sell our stock.

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

Our stock is a penny stock. Tradingformer CEO and one of our directors have been indicted for securities fraud.

An indictment was filed on September 16, 2021 and unsealed on October 8, 2021 against Paul Spivak, our former chief executive officer and a major shareholder of the company, Mr. Spivak’s wife, Olga Smirnova, our vice president of finance and administration and a member of our board of directors, and others, alleging fraudulent sales of stock may be restrictedof 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 SEC’s pennyNorthern 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, regulations which may limit our shareholders’selling shares that benefited Mr. Spivak and others while the price was artificially inflated, and paying illegal commissions to unlicensed brokers to sell USLG’s shares. On June 29, 2023, a second superseding indictment was filed in the case naming additional defendants not affiliated with USLG and making additional allegations against Mr. Spivak, including engaging in a conspiracy to obstruct justice and making false declarations before the court. We have been advised that Mr. Spivak and Ms. Smirnova have pled not guilty, vehemently deny the charges, and are defending themselves aggressively. Although USLG is not a party to this case, the ongoing matter has impacted the willingness of some parties to invest in or work with the company and has impaired the company’s ability to buyhave its shares traded on an exchange other than the OTC Pink Market. In addition, if the case is decided against Mr. Spivak or Ms. Smirnova, the company will be unable to utilize certain exemptions for private securities sales, which could negatively impact the ability of the company to raise capital.

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

We anticipate that for the foreseeable future our stock will be a penny stock. The SEC has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share,are subject to certain exceptions. Our securities are covered byof the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”of the Sarbanes-Oxley Act of 2002, as well as the reporting requirements under the Exchange Act of 1934 (the “Exchange Act”). The term “accredited investor” refers generallySarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls over financial reporting. We have previously identified material weaknesses in our internal controls. Substantial efforts and resources must be expended to institutions with assetsmaintain a controlled environment, which is difficult for a small company like ours. Continued additional investments and management time to meet these requirements will be necessary since control weaknesses raise the risk of future material errors in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, priorour financial statements. We may not be able to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risksmaintain effective controls over time. If we have material weaknesses in the penny stock market.

We do not expectfuture, this may subject us to pay dividends in the future. Any return on investment mayan SEC enforcement action, which could include monetary fines or other equitable remedies that could be limiteddetrimental to the value of our Common Stock.ongoing business.

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

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

Risks Related to the Offering

Alumni Capital will pay less than the then-prevailing market price of our stock, which could cause the price to decline.

Pursuant to our purchase agreement with Alumni Capital, they will purchase our shares at 80% of the lowest traded price of our stock over the six business days before closing the sale. Alumni Capital has a financial incentive to sell our shares immediately upon receiving them to realize the profit between the discounted price and the market price. If Alumni Capital sells a large number of our shares, the price of our stock may decrease. If our stock price decreases, Alumni Capital may have further incentive to sell their shares, creating downward pressure on the stock price. Accordingly, the discounted sales price in the Alumni Capital purchase agreement may cause the price of our stock to decline.

Our existing stockholders may experience significant dilution from our sale of shares to Alumni Capital.

Our sale of a significant number of shares to Alumni Capital at a discount to the market price could have a significant dilutive effect upon our existing shareholders. If our stock price decreases, we will have to issue a greater number of shares to Alumni Capital to obtain the same amount of funds. As a result, if our stock price decreases, then our existing shareholders would experience greater dilution for any given dollar amount raised through the offering.

The risk of dilution could cause the market price of our stock to decline.

The perceived risk of dilution may cause our shareholders to sell their shares, which may cause a decline in the price of our stock. In addition, the perceived risk of dilution and the resulting downward pressure on our stock price could encourage investors to engage in short sales of our stock. By increasing the number of shares offered for sale, material amounts of short selling could further contribute to progressive price declines in our stock.

We may not have access to the full $1.0 million investment from Alumni Capital.

Our agreement with Alumni Capital provides that we may sell them up to $1.0 million of our stock. However, under the agreement Alumni Capital is also limited to owning less than 5% of our outstanding stock. On August 8, 2023, 5% of our stock equaled 5,089,309 shares. On that date the lowest traded price of our stock during the six previous business days was $0.077. At that price, after the 20% discount, we would be able to sell shares to Alumni Capital for $0.062 a share. At that discounted price, we would only be able to raise $313,501 while remaining below the 5% limit. After that, Alumni Capital would have to sell some of our shares before we could sell more shares to them. Alumni Capital’s sales could negatively impact the market price of our stock and further reduce the amount of funds we could raise from Alumni Capital.

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

When we entered into the stock purchase agreement with Alumni Capital we issued to Alumni a warrant to acquire up to 6,666,667 shares of our stock for a five-year term. The per share warrant exercise price is not fixed, but is instead determined at the time of exercise by dividing $15.0 million by the number of shares of our common stock then outstanding. On August 8, 2023, the per share exercise price is $0.147. However, in the future, we may issue additional stock for capital raising purposes, in connection with hiring or retaining employees, to fund acquisitions, or for other business purposes, in which case the warrant purchase price will decrease even if the market price of our stock has increased. Alumni Capital’s purchase of shares under the warrant could have a significant dilutive effect on our existing shareholders. In addition, Alumni Capital might be willing to sell the warrant shares for less than the current market price, creating downward pressure on the value of our stock. Just the potential for the issuance of a significant amount of our common stock pursuant to the warrant could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, could also hinder our ability to raise additional equity capital at a time and price that we deem reasonable or appropriate.

Forward-Looking Statements

This prospectus 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 discussed throughout this prospectus. 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 prospectus are based on reasonable assumptions when they were made, we cannot assure you that these expectations, estimates and projections will be achieved. We believe the forward-looking statements in this report are reasonable; however, you should not place undue reliance on any forward-looking statement, as they are based on current expectations. Future events and actual results may differ materially from those discussed in the forward-looking statements. Factors that could cause actual results to differ materially from our expectations include, but are not limited to:

Additional risks and uncertainties not presently known to us or that we currently anticipate payingdeem immaterial also may impair our business operations and also could cause actual results to differ materially from those included, contemplated or implied by the forward-looking statements made in this prospectus, and you should not consider the factors listed above to be a complete set of all potential risks or uncertainties. All subsequent written or oral forward-looking statements concerning USLG or other matters addressed in this prospectus and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section of this prospectus, the other information contained or incorporated by reference in this prospectus, especially in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our Annual Report on Form 10-K and quarterly reports on Form 10-Q, which are available on the SEC’s website at SEC.gov.

The Company

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

Overview

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.

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.

Cortes Campers

Cortes Campers is our brand of high-end molded fiberglass RV travel trailers and campers designed for comfort, style and durability. We utilize superior quality materials and fiberglass construction resulting in significantly stronger, more durable and lighter weight products.

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.

RV Industry Overview

According to Recreational Vehicle Industry Association research, the RV industry has demonstrated growth over the last several years with an unprecedented surge in 2021. Results for the RV Industry Association’s December 2022 survey of manufacturers determined the total shipments for 2022 ended with 493,268 shipments, the third best year on record. According to a Facts & Factors research report, the global RV market was estimated at US $51 billion in 2019 and is expected to reach US $77 billion by 2026. The new forecast projects 2023 RV shipments to range between 307,000 to 287,200 units with a median of 297,100 units. In 2024, wholesale shipments are inspected to increase to a range of 354,400 to 342,500 units, with a median of 348,400 units.

Reasons for growth include a general increase in popularity, rising household incomes and new demographics entering the market. The COVID-19 pandemic further fueled interest in RV recreation as more people were able to work remotely. RV trips also became a preferred mode of tourism for many Americans as the pandemic impacted traditional travel. While wholesale shipments of towable RVs declined after lifting of COVID-related restrictions, interest in RVing remains high with campgrounds reporting full utilization over summer 2023 and a third of leisure travelers indicating that they would like to buy an RV.

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

The most popular RV trip destinations include state and national parks, with the latter remaining the most popular destination among all age groups. However, the highest interest in RVing overall comes from the younger age groups. Surveys indicate that 49% of Generation Z and 48% of Millennials plan to take an RV trip in the next year. Their purchase intent is also higher, with 41% of Generation Z and 35% of Millennials planning to buy an RV in the next year. Among RVers, defined as people who have taken a trip in an RV they rent, own, or borrow in the past twelve months, 50% plan to buy an RV in the next year. This is up 14% from last year.

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

Principal RV Products

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

Molded composite manufacturing, including fiberglass, has been the primary construction process for many high-tech industries such as aerospace, the wind power industry and marine. Composite materials offer unparalleled structural integrity, while being lightweight and resistant to the elements, allowing us to provide an industry-leading seven-year fiberglass warranty. In addition, molded construction utilizes a master mold which consistently yields production units with minimal variances.

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

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

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

Futuro Houses

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. The tiny homes market is expected to grow by US $3.3 billion from 2021 to 2025.

We named our modular housing line 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. The shape, reminiscent of a flying saucer, and the structure’s airplane hatch entrance, has made the houses sought after by collectors and by Airbnb renters.

Our first home design is an update of the original Futuro utilizing modular construction and fiberglass for structural integrity and energy efficiency and designed to address modern residential requirements in a 600-square-foot living space. The Futuro can also be used as a rental property or for commercial use. We are developing a distribution model and plan to make our homes available for sale through a network of exclusive distributors. We exhibited the Futuro house at the Cleveland Home & Remodeling Expo in March 2023, signed our first distributor in New York, and sold our first home in May 2023.

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

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

Fusion X Marine

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

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

Our speedboat division is still in the development phase as we have focused on expanding our Cortes Campers line and launching Futuro Houses. As of June 30, 2023, Fusion X Marine has not generated revenue for us. More information about these products can be found at FusionXMarine.com.

Manufacturing Process

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

Distribution and Current Market

Cortes Campers has established a network of professional RV dealerships to market and distribute its products. Throughout 2022, Cortes Campers added several multi-location dealers who represent the brand and serve markets in Florida, Texas, New England, Tennessee and others. Cortes Campers also has three established dealers in Canada. We continue to focus on nurturing our already well-established dealer network for Cortes Campers and adding distribution partners in North America and beyond. As of June 30, 2023, Cortes Campers are available through 37 dealer locations in US and Canada. A full list of our current dealers can be viewed on our Cortes Campers website at www.CortesCampers.com.

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

We are in the process of developing a distribution network for Futuro Houses.

Patents

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

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

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

Suppliers — International and Domestic

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

Competition

Cortes Campers directly competes with several molded fiberglass camper manufacturers such as Casita, Oliver Travel Trailers, and Scamp. Another notable competitor is Airstream. As of June 30, 2023, Cortes Campers is the only fiberglass RV manufacture with a dealer network, which we believe provides us with a competitive advantage. Indirect competition includes traditionally built tow-behind campers in the same length from large established RV manufacturers such as Thor, Forest River and Jayco.

Futuro Houses operates in a highly fragmented competitive space with numerous small builders of tiny homes. However, some of our larger competitors are Cavco Industries Inc., CMH Services Inc., Handcrafted Movement and Heirloom Inc. To our knowledge, there are currently no other factory-built all-fiberglass residential homes on the market.

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

Seasonality

Historically, because RVs are used primarily by vacationers and campers, RV sales tend to be seasonal, with lower sales during the winter months than in other periods. However, we have experienced continuous sales growth the last few quarters after the release of our Cortes Campers line. We currently expect that our RV sales will vary based on historical seasonal patterns in the future.

Product Safety and Environment Regulation

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

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

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

Human Capital

As of June 30, 2023, we had 22 full-time employees and one part time employee. We rely on a skilled workforce, particularly fiberglass laminators, to manufacture our products. We believe that we offer competitive compensation packages and that we have good working relationships with our employees. Our employees are not members of a union.

Corporate Structure and History

US Lighting Group, Inc. is a holding company with four operating subsidiaries: Cortes Campers, LLC, a brand of high-end molded fiberglass campers; Futuro Houses, LLC, focused on design and sales of molded fiberglass homes; Fusion X Marine, LLC, a high-performance boat designer; and MIGMarine Corporation, a composite manufacturing company that produces proprietary molded fiberglass products for our three business lines.

The company was originally incorporated in the State of Florida on October 17, 2003, under the name Luxurious Travel Corp. Initially the company developed hotel booking software, but subsequently exited that business. On July 13, 2016, we acquired a company named US Lighting Group, Inc. (founded in 2013) and changed our corporate name to US Lighting Group, Inc. on August 9, 2016. At the time, the company designed and manufactured commercial LED lighting, both for retrofits and new construction. Applications included commercial spaces such as board rooms, offices, factories, stores, gymnasiums, schools, hospitals, warehouses, and greenhouses, as well as some residential applications such as garages. Distribution channels included Home Depot and a chain of regional dealers.

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

Through supplying OEMS with electronic components, we were introduced to the RV industry. Management identified a fast growing and underserved niche of small, tow-behind fully molded fiberglass travel trailers. We started developing a new business plan to create a luxury 17-foot travel camper to appeal to young professionals working remotely as well as retirees and other consumers intrigued by the travelling lifestyle. Ultimately, we decided to exit the LED lighting market, which was being negatively impacted by inexpensive import products, and enter new business lines focused on recreational products manufactured from advanced composite materials.

On January 11, 2021, we formed Cortes Campers, LLC to design, manufacture and distribute innovative fiberglass composite travel trailers. We developed the product, created a dealer network and started supplying campers in the second part of 2022. Financial results for the year ending December 31, 2022 reflect revenue of $1.1 million generated by Cortes Campers.

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

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

On January 12, 2022, we formed Futuro Houses, LLC to design, manufacture and distribute molded fiberglass homes. Throughout 2022, Futuro Houses engaged in engineering and development of our first “UFO” themed home model inspired by the original Futuro house designed by Finnish architect Matti Suuronen. We sold our first Futuro house in May 2023.

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

Our Management Team

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

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

Anthony R. Corpora, Chief Executive Officer, President and Director

Mr. Corpora joined USLG as the CEO, president and a director in 2021. Mr. Corpora continues to be responsible for USLG and its subsidiaries collectively. Mr. Corpora has a strong dynamic leadership background that is strategic, democratic, transformational and motivational. These leadership traits intrinsically develop a holistic growth-mindset within the company to develop the team that will continue driving and executing the vision of USLG. Prior to joining USLG, Mr. Corpora worked for Mayfield City Schools and he utilizes his 21 years of intense public-school background and experience to drive the same leadership and management principles at USLG. Mr. Corpora holds a master’s degree in educational leadership from Ursuline College. Notable milestones under Mr. Corpora’s leadership were driving revenues to over $1.0 million for the second half of 2022 and over $1.2 million for the first quarter of 2023, USLG’s best quarter ever. Mr. Corpora continues to drive the day-to-day operations of USLG and leads planning and preparation with his team for the long-term growth and success of the company.

Donald O. Retreage, Jr., Chief Financial Officer

Mr. Retreage most recently served as senior vice president and chief financial officer of Lightpath Technologies, Inc. from 2018 through 2021 where he drove finance and accounting strategies for domestic and international (China and Latvia) operations. Prior to that, he served as senior vice president of Houser Logistics, where he was responsible for aligning strategic initiatives with corporate targets for customer service, revenue, and cost control. In 2017, Mr. Retreage was a financial specialist at Robert Half/Accountemps, and from 2016 to 2017 he served as a senior business consultant for International Services Inc., where he worked with business owners to develop management processes, practices, and policies to drive profitability and grow businesses. He received a Bachelor of Science in Business Administration, Accounting and Finance from University of Louisiana at Lafayette. Mr. Retreage is experienced in directing international business operations and aligning strategic initiatives with corporate targets for revenue, cost control, and employee development and engagement.

Michael A. Coates, Corporate Controller and Treasurer

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

Patricia A. Salaciak, Director of Marketing and Director

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

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

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

Use of Proceeds

We are filing the registration statement of which this prospectus forms a part to permit Alumni Capital LP to distribute or resell its shares. Alumni will receive all of the net proceeds from those sales, and we will not receive any of the proceeds from the sale of the shares being offered by Alumni. However, we may receive up to an aggregate of $1.0 million in proceeds from the sale of our common stock to Alumni pursuant to a stock purchase agreement and an indeterminant amount from the exercise of a warrant. The Alumni Capital purchase agreement and warrant are described under Selling Shareholder below. We will use any funds we receive from Alumni for general corporate purposes and working capital requirements.

Selling Shareholder

On July 14, 2023, we entered into a common stock purchase agreement (the “purchase agreement”) with Alumni Capital LP (“Alumni”). The stock purchase agreement with Alumni establishes an equity line pursuant to which we can elect to sell to Alumni up to $1.0 million of our common stock (the “Alumni shares”), 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 the Alumni shares, 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 discussed below and included in the purchase agreement. We have not yet sold any stock to Alumni pursuant to the purchase agreement and Alumni does not currently own any shares of our stock.

The per share purchase price that Alumni will pay for our shares pursuant to the purchase agreement is based on the trading price of our shares and is equal to 80% of the lowest traded price of our stock during the six business days prior to the date the sale of the shares closes. The closing will occur no more than six business days after we request that Alumni purchase shares. Within one business day of the closing, Alumni will then pay to us an amount equal to the per share purchase price multiplied by the number of shares that we delivered to Alumni (less a $5,000 clearing fee).

There are limitations on the number of shares we can request that Alumni purchase. The amount we request must have an aggregate value of at least $20,000 and cannot exceed $500,000. In addition, we cannot request that Alumni purchase shares if: (a) the volume-weighted average price of our stock is at or below $0.01 during the previous six business days; or (b) the requested purchase of shares would cause Alumni to beneficially own more than 4.99% of our outstanding shares of common stock. Given these limitations, on August 8, 2023 we could not request that Alumni purchase more than 5,089,309 shares for a total of $313,501.

When we entered into the purchase agreement, we also issued a common stock purchase warrant (the “warrant”) to Alumni to purchase up to 6,666,667 shares of our common stock (the “warrant shares”). The warrant has a term of five years and will expire on July 14, 2028. The warrant exercise price is variable and is equal to $15.0 million divided by the number of our outstanding shares of common stock at the time of exercise. On August 8, 2023, the exercise price was $0.147. Alumni may exercise the warrant on a cashless basis if we do not maintain an effective registration statement for the resale of the warrant shares.

Dividend Policy

We have never declared or paid any cash dividends on our common stock and we do not intend to pay cash dividends in the foreseeable future. We currently expect to retain any future earnings to fund the operation and expansion of our business.

Description of Capital Stock

General

The paymentfollowing description of dividends on our capital stock is intended as a summary only and as a result is not complete. This description is based upon, and is qualified by reference to, our articles of incorporation and bylaws, and by applicable provisions of the Florida Business Corporation Act. You should read our articles of incorporation and bylaws, which are filed as exhibits to the registration statement of which this prospectus forms a part, for the provisions that are important to you. The following description of our capital stock and provisions of our articles of incorporation and bylaws are summaries and are qualified by reference to our articles of incorporation and bylaws.

Our authorized capital stock consists of 500.0 million shares of common stock, $0.0001 par value, and 10.0 million shares of preferred stock, $0.0001 par value. As of August 8, 2023, 101,786,188 shares of common stock were outstanding. The terms of our shares of preferred stock have not been designated by our board and there are no preferred shares outstanding.

Common Stock will depend

Voting Rights. Each holder of common stock is entitled to one vote for each share on earnings, financial conditionall matters submitted to a vote of the shareholders, including the election of directors. Shareholders do not have cumulative voting rights for the election of directors.

Dividends. Holders of common stock are entitled to receive proportionately any dividends as may be declared and other businesspaid on common stock from funds lawfully available therefor as and economic factors affecting it at such time aswhen determined by the board of directors, may consider relevant. Our current intention issubject to apply net earnings, if any inpreferential dividend rights of outstanding preferred stock.

Liquidation and Dissolution. In the foreseeable future to increasingevent of our capital base and development and marketing efforts. There can be no assurance that our company will ever have sufficient earnings to declare and pay dividends toliquidation or dissolution, the holders of our Commoncommon stock are entitled to receive proportionately all assets available for distribution to shareholders after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock.

Other Rights. Holders of common stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock. Outstanding shares of common stock are non-assessable. Holders of common stock are not, and will not be, subject to any liability as shareholders.

Preferred Stock and in any event, a decision to declare and pay dividends is at the sole discretion

There are no shares of our preferred stock issued and outstanding. However, our board is authorized to amend our articles of incorporation without shareholder approval to create classes of preferred stock and to define the voting, dividend, liquidation, redemption, conversion and other rights of the preferred shareholders. As a result, we could issue shares of preferred in the future that would be senior to the rights of our common shares. However, we currently have no plans to issue any preferred shares.

Authorized but Unissued Shares

We have nearly 400.0 million shares of authorized but unissued common stock and 10.0 million shares of authorized but undesignated and unissued shares of preferred stock. Our board has the ability to define the terms of the undesignated preferred shares. Our authorized but unissued shares of common and authorized and undesignated shares of preferred stock are available for future issuance without shareholder approval. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could make it more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Derivative Securities

Other than the warrant that we issued to Alumni Capital in July 2023, there are no outstanding options, warrants, convertible notes or other securities convertible by the holder into shares of our stock. The exercise of the Alumni warrant for up to 6.7 million shares of our stock would dilute the ownership of our current shareholders and may create downward pressure on the value of our shares.

Registration Rights

We agreed to file a registration statement to register the resale of the shares of our common stock that Alumni purchases pursuant to the purchase agreement or acquires upon exercise of the warrant we issued to Alumni in connection with the purchase agreement, 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. We are registering these shares in the registration statement of which this prospectus is a part. For more information, please see Selling Shareholders. We have not agreed to register the shares of any other shareholder. The registration and resale of a significant number of shares by Alumni could negatively impact the trading price of our stock.

Anti-Takeover Effects of Our Corporate Documents

Provisions of our articles of incorporation and bylaws could have the effect of discouraging potential acquisition proposals or tender offers or delaying or preventing a change in control, including changes a shareholder might consider favorable. In particular, the articles of incorporation and bylaws: provide our board with the ability to alter the bylaws without shareholder approval; require the vote of two-thirds of our outstanding shares to remove a director from office; and provide that vacancies on our board may be filled by a majority of directors in office, although less than a quorum. In addition, our articles of incorporation do not provide our shareholders with cumulative voting rights in the election of our directors. The lack of cumulative voting and the super-majority vote required to remove a director makes it more difficult for shareholders to replace the company’s board of directors or for a third party to obtain control of the company by replacing its board of directors. If we do not pay dividends, our Common Stock may be less valuable because a return

Market Information

Our common stock is traded on your investment will only occur if its stock price appreciates.OTC Pink Market under the symbol “USLG.”

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Transfer Agent and Registrar

The information contained in this report, including in the documents incorporated by reference into this report, includes some statements that are not purely historicaltransfer agent and that are “forward-looking statements.”  Such forward-looking statements include, but are not limited to, statements regardingregistrar for our and our management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition and resultscommon stock is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598.

Plan of operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.  The words “anticipates,” “believes, “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.Distribution

The forward-looking statements containedThis prospectus is part of a registration statement that registers for resale the shares of our common stock issuable to Alumni under the purchase agreement as well as the warrant shares issuable to Alumni upon exercise of the warrant. Alumni may sell the shares it purchases pursuant to the purchase agreement in this report are basedits discretion for market prices prevailing at the time of sale, prices related to market prices, a fixed price or prices subject to change, or privately negotiated prices. Alumni may only sell the warrant shares for $0.05 per share until our common stock is listed on current expectations and beliefs concerning future developments and the potential effectsa national securities exchange or quoted on the parties and the transaction.  There can be no assurance that future developments actually affecting us will be those anticipated.  Those thatOTCQX or OTCQB Market, at which time Alumni may cause actual resultsalso sell these shares for market or performanceprivately negotiated prices.

Alumni may sell all or a portion of its shares from time to be materially different from those expressedtime directly to purchasers or impliedthrough one or more underwriters, broker-dealers or agents, by these forward-looking statements,a variety of methods including the following forward-looking statements, involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions.following:

USE OF PROCEEDS

We will not receive any proceeds frompay the sale of securities being offered by our Selling Shareholders.

DETERMINATION OF OFFERING PRICE

Priorexpenses incident to thisthe registration and offering there has been no market for our common stock. The offering price of the shares was arbitrarily determinedincluded in this prospectus. We intend to keep this prospectus effective until Alumni may sell the Alumni shares and bears no relationshipwarrant shares without limitations under Rule 144 of the Securities Act of 1933 or Alumni has sold all of its shares.

We understand that Alumni may use unaffiliated broker-dealers to assets, book value, net worth, earnings, actual results of operations, or any other established investment criteria. Among the factors considered in determining the price were our estimateseffectuate sales of our prospects, the background and capital contributions of management, the degree of control which the current shareholders desire to retain, current conditions of the securities markets and other information.

SELLING SECURITY HOLDERS

The following table sets forth certain information with respect to the ownership of our common stock by Selling Shareholders as of the date of this Registration Statement. Unless otherwise indicated, none of the Selling Shareholders has or had a position, office or other material relationship with us within the past three years.

* Indicates less than 1%

PLAN OF DISTRIBUTION

The Selling Shareholders will sell their shares at a price per share of $0.20. If and when our common stock becomes quoted on the OTC Bulletin Board, the shares owned by the selling stockholders may be sold at prices and at terms then prevailing or at prices related to the then-currentthen current market price, or in negotiated transactions. The Selling Shareholders may sell or distribute their common stockprice. We understand that each broker-dealer would receive commissions from time to time themselves, or by donees or transferees of, or other successors in interests to, the Selling Shareholders, directly to one or more purchasers or through brokers, dealers or underwriters who may act solely as agents or may acquire such common stock as principals. These sales by Selling Shareholders may occur contemporaneously with sales by us. The sale of the common stock offered by the Selling Shareholders through this prospectus may be affected in one or more of the following:

Brokers, dealers, underwriters or agents participating in the distribution of the shares as agents may receive compensation in the form of commissions, discounts or concessions from the Selling Shareholders and/or purchasers of the common stock for whom such broker-dealers may act as agent, or to whom they may sell as principal, or both. The compensation paid to a particular broker-dealer may be less than or in excess ofAlumni that will not exceed customary brokerage commissions.

Neither we nor any selling shareholderAlumni can presently estimate the amount of compensation that any agentbroker-dealer will receive. We know of no existing arrangements between any selling shareholder,Alumni or any other shareholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares. Inshares offered by this prospectus. At the eventtime a particular offer of shares is made, a prospectus supplement, if required, will be distributed that we use anwill include the names of any agents, underwriters or dealers and any compensation from the selling shareholders, and any other required information.

Alumni and any broker-dealers or agents that are involved in selling any Alumni shares pursuant to this prospectus are deemed to be “underwriters” within the meaning of the Securities Act in connection with sales of shares acquired by Alumni pursuant to the purchase agreement. As a result, any commissions received by Alumni’s broker-dealers or agents and any profit on the resale of any shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act, and the broker-dealers or agents will be subject to the prospectus delivery requirements of the Securities Act. We have requested that Alumni confirm that there is no underwriter or a broker-dealer to consummatecoordinating broker acting in connection with the proposed sale of the shares weAlumni shares. We are registering for sale by the company, we will file a post-effective amendment to this registration statement setting forth the namenot aware of such entity and the terms under which such entity is participating in this offering.

We will pay all expenses incidentany existing arrangements between Alumni or any other shareholder, broker, dealer, underwriter or agent relating to the registration, offering and sale or distribution of the shares of our stock included in this prospectus.

Alumni has indicated to us that at no time has it engaged in or effected, directly or indirectly, any short sale (as that term is defined in Rule 200 of Regulation SHO of the public, butExchange Act) of our stock or any hedging transaction, which establishes a net short position with respect to our stock. Alumni has agreed that will not pay commissions and discounts, ifenter into or effect, directly or indirectly, any of underwriters, broker-dealers or agents, or counsel fees or other expenses ofthese transactions while the Selling Shareholders. We have also agreed to indemnify the Selling Shareholders and related persons against specified liabilities, including liabilities under the Securities Act.purchase agreement is in effect.

We have advised the Selling ShareholdersAlumni that while they are engaged in a distribution of the shares included in this prospectus they areit may be required to comply with Regulation M promulgated under the Securities Exchange Act of 1934, as amended.Act. With certain exceptions, Regulation M precludes the Selling Shareholders,Alumni, any affiliated purchasers, and any broker-dealer or other person who participates in suchthe distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases makemade in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoingThese limitations may affect the marketability of the shares of our stock offered hereby inby this prospectus.

DESCRIPTION OF SECURITIES TO BE REGISTERED

In order to comply with the securities laws of some states, shares of our stock sold in those jurisdictions may only be sold through registered or licensed brokers or dealers. In addition, in some states, shares of our stock may not be sold unless the shares have been registered or qualified for sale in that state or an exemption from registration or qualification is available and is complied with.

Alumni may also sell shares under Rule 144 of the Securities Act, if available, rather than under this prospectus.

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $.0001 per share. As of the date of this prospectus, 30,100,000 shares of common stock and no shares of preferred stock were outstanding. We presently act as the transfer agent for our common stock but, prior to an active trading market developing, will hire a professional transfer agent service to serve as our transfer agent.

Common Stock

We are authorized to issue 100,000,000 shares of our common stock, $0.0001 par value, of which 30,100,000 shares are issued and outstanding as of the date of this prospectus. The issued and outstanding shares of common stock are fully paid and non-assessable. Except as provided by law or our certificate of incorporation with respect to voting by class or series, holders of common stock are entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

Subject to any prior rights to receive dividends to which the holders of shares of any series of the preferred stock may be entitled, the holders of shares of common stock will be entitled to receive dividends, if and when declared payable from time to time by the board of directors, from funds legally available for payment of dividends. Upon our liquidation or dissolution, holders of shares of common stock will be entitled to share proportionally in all assets available for distribution to such holders. None of our shareholders have any preemptive rights.

Preferred Stock

The board of directors has the authority, without further action by our shareholders, to issue up to 10,000,000 shares of preferred stock, par value $.0001 per share, in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any series or the designation of such series. No shares of preferred stock are currently issued and outstanding. The issuance of preferred stock could adversely affect the voting power of holders of common stock and could have the effect of delaying, deferring or preventing a change of our control.

Market for Common Equity and Related Stockholder Matters

There is no established public market for our common stock and we have arbitrarily determined the offering price. Although we hope to be quoted on the OTC Bulletin Board, our common stock is not currently listed or quotedtraded on any quotation service. There can be no assurance that our common stock will ever be quoted on any quotation service or that any market for our stock will ever develop or, if developed, will be sustained.OTC Pink Market under the symbol “USLG.”

As of the date of this Prospectus, there are 33 shareholders of record of our common stock and a total of 30,100,000 shares outstanding. Of the 30,100,000 shares of common stock outstanding, 25,000,000 shares of common stock are beneficially held by an "affiliate" of the company. All shares of common stock registered pursuant to this Registration Statement will be freely transferable without restriction or registration under the Securities Act, except to the extent purchased or owned by our "affiliates" as defined for purposes of the Securities Act.Experts

Under certain circumstances, restricted shares may be sold without registration, pursuant to the provisions of rule 144. In general, under rule 144, a person (or persons whose shares are aggregated) who is not an affiliate of the issuer and who has beneficially owned, for at least one year, securities that have not been registered under the Securities Act or that were acquired from our “affiliate” (in a transaction or chain of transactions not involving a public offering) is entitled to sell such securities in specific manners, such as through unsolicited brokers’ transactions or to a market maker. If the issuer is subject to the reporting requirements of the Exchange Act for a minimum of ninety (90) days immediately before the sale, the one year holding period referenced above is reduced to six (6) months. Any sales of shares by shareholders pursuant to rule 144 may have a depressive effect on the price of our common stock.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

TheOur financial statements as of and for the Company includedyears ended December 31, 2022 and 2021 are incorporated by reference in this prospectus and in the registration statement for the years ended December 31, 2012 and 2011 has been audited by Paritz & Company, P.A., Certified Public Accountants, to the extent and for the period set forth in their report appearing elsewhere herein and in the registration statement, and are includedthat this prospectus is a part of in reliance upon suchon the report (also incorporated by reference) of BF Borgers CPA PC, an independent registered public accounting firm, given uponon the authority of said firmBF Borgers as experts in auditing and accounting. BF Borgers’s report on the financial statements contains an explanatory paragraph regarding the company’s ability to continue as a going concern.

Legal Matters

The validity of the issuanceour shares of the common stock herebyoffered by this prospectus will be passed upon for us by The Law Office of James G. Dodrill II, P.A.Kohrman Jackson & Krantz LLP, Cleveland, Ohio.

DESCRIPTION OF BUSINESS

THE COMPANY – WHO WE ARE; MISSION STATEMENTWhere You Can Find More Information

We have filed a registration statement on Form S-1 with the SEC under the Securities Act of 1933. This prospectus is part of the registration statement, but the registration statement includes and incorporates by reference additional information and exhibits. We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC also maintains a web site that contains reports, proxy and information statements and other information regarding companies, such as ours, that file documents electronically with the SEC. The SEC’s website, SEC.gov, contains the reports, proxy and information statements, and other information about us, that we file electronically with the SEC. The information on the SEC’s website is not part of this prospectus, and any references to the SEC’s website or any other website are a Florida corporation and were formed on October 17, 2003. Our mission is to develop, market and distribute a hotel booking engine software that interfaces and captures various rate channels and inventory controls for hotel reservations. The system allows users to market, manage and sell hotel reservations, and to produce invoices, track follow up and manage customer relationships.inactive textual references only.

Our primary business objective is to maximize earnings and cash flowIncorporation by increasing the profitability of the sale and/or re-sale of hotel room reservations through proprietary software. By leveraging the attractiveness of the software, the system will be licensed to others such as travel agents, meeting planners and convention and visitors bureaus.

SUMMARY

Luxurious Travel specializing in the sales and marketing of hotel, particularly in the luxury and group travel segment. We believe that the company embodies an exciting concept for combining reliability, broad channel access and superior service with online bookings. Our staff possesses the education and background necessary to be competitive in a tight but evolving marketplace.

Our management team has identified a key opportunity for providing a more complete technology solution than what currently exists. Through a single interface, users are able to evolve with the leading trends of the travel industry, and even create packages combing traditional “retail” services with additional “wholesale” products. The term “wholetailing” was coined for this concept, and yet few resources are available to take this to its logical next step. The system has initially assisted Luxurious Travel in streamlining its own travel sales functions, and will further be exploited through sales and leasing opportunities to others companies.Reference

The company also embraces an interactive marketingSEC permits us to “incorporate by reference” the information contained in documents that we have filed with the SEC, which means that we can disclose important information to you by referring you to those documents rather than by including them in this prospectus. Information that is incorporated by reference is considered to be part of this prospectus and web-based strategy for sourcing hotel inventory that meets consumer needs. Both leisure and business travelers find a clearer web alternative than national brands which do not haveyou should read it with the same high-touch customer service. For example, festival planners and convention organizers cannot offer their exhibitors and attendees information specific to their event through leading online travel agencies. However, through the use of the system the end user is able to take advantage of web-based shopping, best-available rates, and information and add-on options specific to their trip.

care that you read this prospectus. We currently maintain our executive offices at 1535 Jackson Street, Hollywood, FL 33020. Our telephone number is (954) 628-3594.

COMPETITIVE ANALYSIS

Luxurious Travel has created a system that cuts across current disciplines. Although there are several, perhaps many instances where competition is strong, it is only in a few areas and not all areas of our business. That is to say that although any given component may have competition, our entire enterprise and all of its many components has no direct competitor that offers all the we do in an single system.

A few of our competitors, the areas in which we compete, and how we go beyond them are discussed below:

Global Distribution Systems (GDS) – heritage systems originally developed by the airlines to distribute their inventory to travel agents, these systems have evolved to include hotels, car rentals, cruises, etc. Long-term contracts and pushback from airlines to shift costs to the agents licensing them have made these systems less attractive, making their survival questionable. With internet and extranet capabilities, Luxurious Travel is able to bypass these systems and go directly to hotels for inventory at no cost, making our system a cost-free pass through that is a de facto GDS.

iMagic –interfaces with Global Distribution Systems (GDS) to create and manage invoices. Although inexpensive, the software operates on individual computers. Our system is web-based so that data is accessible from all points and is not reliant on the GDS or other third party system.

SideStep – this tool has been around for nearly a decade, and there are others like it. If loaded on a computer, it can detect any travel search, for example if one is searching a hotel, it automatically detects that action, creates a sidebar on the desktop and begins searching on its own all of the other known travel sites to compare side by side. The user is still left to switch to another site and continue searching, and most of them are written by suppliers such as hotel companies and airlines, but they are prejudiced toward ownership companies, and do not necessarily offer the best and broadest rates and options.

Passkey – for a long time the dominant player in convention housing, hotels and visitor bureaus and large scale event planners have used this system to manage group blocks, set up micro-sites and sell hotel inventory online. With longevity though, comes a loss of technological edge, and they have been unable to update and adapt, so hotels especially are looking for alternatives. Additionally, they require long-term contracts with pre-defined minimum transactions, which make it even less attractive. By studying their interface, and being able to develop from the ground up, we are positioned to target their customers and develop a broad customer base. Luxurious Travel can offer better access to inventory, more reporting, competitive pricing and no minimum transactions.

OnPeak – one of the major event competitors, this company competes with Luxurious Travel in that it offers a way for event and festival organizers to manage hotel reservations and inventory that is manually entered; however they are not able to offer live inventory sources through other channel systems, and do not offer call center type services to support their clients. Luxurious Travel not only has multiple streams of inventory, but can also support inbound calls and customer service for existing reservations.

MARKET POSITIONING:

TRENDS

The travel industry saw its best year ever in 2000, followed by a 2001 recession and the 9/11 terrorist attacks, only to start the slow recovery before again stalling after the 2008 economic crisis. The entire future of the travel industry rests on the changing mindset of the American Traveler who thinks carefully about spending, checks every possible source to find the lowest possible price, and even relies on social media to gain insights. But technology is not the threat to the industry, it is the solution for survival – and for offering better products targeted to the specific, sometimes niche interests of consumers.

Whether someone is traveling for business or pleasure, the “Google” of travel has in many ways yet to be born. In an information age, getting information from multiple channels, paring it down to the most relevant search, and providing a simple, streamlined, but information-rich result is the key to being a consumer’s choice. Luxurious Travel has made great strides, and will continue to coalesce data in a way that empowers meeting planners, event planners, festival organizers, trade and association organizations, and even convention and visitors bureaus to reach the intended audiencefiled with the right information, at the right time,SEC, and at the right (best) price.

Travel suppliers (i.e. hotels, car rental agencies, cruise lines, etc.) and intermediaries (agents, corporate travel managers, organizers, planners, etc.) must seek out new technologies that help them work together better. In order to capture a greater percentage of the online marketplace they must have access to the broadest range of information and pricing, and the toolsincorporate by which they can market it, sell it, and account for it.

Despite dramatic increasesreference in online bookings, according to industry analysts, the numbers leveled off as consumers realized that the online marketplace does not always offer enough reliability. In 2008, for the first time in over 10 years, the percentage of travel purchases online fell in comparison to the percentage that was booked through a travel professional (both agency and corporate in-house travel managers) and they continue to do so. But consumers do not just want simply to talk to someone, they want to talk to someone who is as smart as the Internet, and then some, and that can offer the same or better pricing they can find on their own. Hence, Agents need a technology that brings the best of the web, direct connects to hotels, as well as non-web inventory together in a way not specifically offered by one travel site. Luxurious travel is that technology.

OPERATIONAL PLAN

KEY OBJECTIVES

The primary objective to realize the goals of the company requires raising capital in order to enact the overall business plan. Beyond the funding, the company must develop the software and website capabilities that include functionality for:this prospectus our:

STRATEGY

To accomplish this vision, Luxurious Travel will embark on a process that includes, but is not limited to doing the following:

First, the hire of a qualified software engineering team is essential to fulfillment of the mission. Teams that we have already worked with on version 1.0 will be strongly considered for version 2.0 and beyond, including those who have done contract work and who can now be brought in as employees to focus full time on completing each task.

Although the initial model of the system is already functional to a certain extent, the full range of capabilities laid out is not possible without further developing the schematics of the entire vision. This includes working through various iterations of interactions clients, consumers, hotels and others will experience when engaging with the system. This also requires looking at the different ways in which channels managers require interfacing, and building specific bridges for data to move between their systems and ours. As it is modeled, extensive testing will be required, and additional unforeseen glitches tested and fixed as the infrastructure expands.

Access to the system is critical, and each user type has different needs and different authorized access. Security and barriers to entry beyond specifically outlined areas of the site are also key to the total experience. Coding these interfaces are as critical as the third party data interfaces that give the system its robust approach to information and rate management.

Each phase of development will require a set range of functions, and rolling out those phases to end users will require the detailed planning found in the schematics. As new features and functions are added, previous releases need to be updated, and existing user types informed of and trained on the new aspects.

Lastly, the sales and marketing plan will be rolled out concurrently with each phase, as target customers are identified, marketing collateral and other messaging is fine tuned. As sales pick up pace, the company will be able to shift resources from development of the software to development of sales. The need for quality software engineers will never end, as the platform will continuously undergo version and function upgrades to accommodate new technological developments in the short and long term future.

CONCLUSION

Luxurious Travel is on the edge of being a leader in an evolving frontier of technology, travel, information and social interactions. As a result, the opportunity to move forward toward a profitable future is to some degree time sensitive. While there are currently no competitors who have integrated all of the features and functions envisioned by Luxurious Travel, there will be followers who will want to employ the same kinds of innovative thinking. The travel industry has seen a lot of change for a variety of reasons in recent years. This discontinuous improvement on the old model of travel has the potential to transform. It can improve any company’s business travel, put small and large players in the industry on equal footing, and give consumers, agents, corporations and everyone involved a real voice in the process.

EMPLOYEES

As of the date of this prospectus we have 1 employee, who is serving in an executive capacity.

DESCRIPTION OF PROPERTY

Our principal office facility is presently located at 1535 Jackson Street, Hollywood, FL 33020. All expenses associated with this facility are presently being paid by our chief executive officer. We are not presently incurring any rent expenses associated with this space

LEGAL PROCEEDINGS

We are not party to any legal proceedings as of the date of this prospectus.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND/FINANCIAL DISCLOSURE.

We have had no disagreements with our accountants on accounting and financial disclosure.

MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Market Information

There is no established public market for our common stock and we have arbitrarily determined the offering price. Although we hope to be quoted on the OTC Bulletin Board, our common stock is not currently listed or quoted on any quotation service. There can be no assurance that our common stock will ever be quoted on any quotation service or that any market for our stock will ever develop or, if developed, will be sustained.

As of the date of this prospectus, there were 33 shareholders of record of our common stock and a total of 30,100,000 shares outstanding. Of the 30,100,000 shares of common stock outstanding, 25,000,000 shares of common stock are beneficially held by an "affiliate" of the company. All shares of common stock registered pursuant to this Registration Statement will be freely transferable without restriction or registration under the Securities Act, except to the extent purchased or owned by our "affiliates" as defined for purposes of the Securities Act.

Dividends

To date, we have never declared or paid any cash dividends on our capital stock.  We currently intend to retain any future earnings for funding growth and therefore, do not expect to pay any dividends in the foreseeable future. Payment of future dividends, if any, will be at the discretion of our Board of Directors after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs and plans for expansion. There are no contractual restrictions on our ability to declare or pay dividends.

Transfer Agent and Registrar

We currently serve as our Transfer Agent and Registrar. Prior to commencing trading of our common stock we will retain an independent stock transfer agent.

PENNY STOCK RULES

The U.S. Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

A purchaser is purchasing penny stock, which limits the ability to sell the stock.  The shares offered by this prospectus constitute penny stock under the Exchange Act. The shares will remain penny stocks for the foreseeable future.  The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which: 

In addition, the penny stock rules require that prior to a transaction in a penny stockWe are not, otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Note Regarding Forward-Looking Statements

This registration statement and other reports filed by our Company from time to time with the U.S. Securities and Exchange Commission (collectively the “Filings”) containhowever, incorporating any documents or may contain forward-looking statements and information that we are based upon beliefs of,deemed to furnish and information currently available to, our management as well as estimates and assumptions made by our management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to us or our management identify forward-looking statements. Such statements reflect our current view with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including those set forth in “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are preparedfile in accordance with accounting principles generally acceptedSEC rules.

Any statement contained in the United States (“GAAP”). These accounting principles require usdocument incorporated by reference in this prospectus will be deemed to make certain estimates, judgmentsbe modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any prospectus supplement modifies or supersedes the statement incorporated by reference. Any statement modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this prospectus.

All reports and assumptions. We believe thatother documents we subsequently file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as ofExchange Act after the date of the financial statements as well as the reported amounts of revenuesinitial registration statement and expenses during the periods presented. Our financial statements would be affectedprior to the extent there are material differences between these estimatestermination of the registration statement, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.

Results of Operation – 2012 vs 2011

During the year ended December 31, 2012 we generated $2,631 in revenue compared to $31,243 in revenue during the year ended December 31, 2011. We attribute this decline in revenue to the loss of a major, key account.

We incurred $5,460 in expenses during the year ended December 31, 2012, a decrease of approximately 83% from our expenses during 2011, which totaled $32,001. The majority of our expenses are attributable to payment of commissions to our agents and accordingly the decrease in expenses is directly attributed to the decline in revenue in 2012. Accordingly, we experienced a net loss in both 2011 and 2012. In 2012 our net loss was $2,829 compared to a net loss of $758 in 2011. Subsequently, as we worked to rebuild a broader account base in 2012, the result of that new business has increased our revenues in 2013 significantly, as discussed below.

Results of Operations – Nine Months ended September 30, 2013 vs Nine Months ended September 30, 2012.

During the Nine Months ended September 30, 2013, we generated $23,050 in revenue compared to $0 during the same period in 2012. We believe that this increase is a result of our efforts to build a broader account base after having lost a major account at the end of 2011.

During the 2013 period, we incurred $18,932 in operating expenses as compared to $1,378 in operating expenses for the same period in 2012. For each period, all expenses were related to selling, general and administrative expenses.

During the 2013 period, we achieved Net Income of $4,118 compared to a Net Loss of $1,378 during the nine months ended September 30, 2012.

Results of Operations – Three Months ended September 30, 2013 vs Three Months ended September 30, 2012.

During the Three Months ended September 30, 2013, we generated $13,434 in revenue compared to $0 during the same period in 2012. We believe that this increase is a result of our continuing efforts to build a broader account base after having lost a major account at the end of 2011.

During the 2013 period, we incurred $16,047 in operating expenses as compared to $250 in operating expenses for the same period in 2012. For each period, all expenses were related to selling, general and administrative expenses.

We incurred a Net Loss during the 2013 period of $2,613 compared to $250 in 2012.

We anticipate our operating expenses will increase as we continue to implement our business plan. The increase will be attributable to expenses to implement our business plan, and the professional feesdeemed to be incurred in connection with the filingpart of a registration statement with the Securities Exchange Commission under the Securities Act of 1933. We anticipate our ongoing operating expenses will also increase once we become a reporting company under the Securities Exchange Act of 1934.

Our independent registered public accountant has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have generated only a modest amount of revenues and have incurred losses since inception. To meet our need for cash we intend to attempt raising money through the sale of equity or debt securities. We believe that our ability to do this will increase if we are a publicly reporting entity. We believe that we will be able to raise enough money to expand our operations but we cannot guarantee that we will do so, or that if we expand our operations that we will stay in business after doing so.

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely.

We do not currently have sufficient funds to satisfy our cash requirements during the next 12 months.  If the need for cash arises before we raise additional fundsprospectus from third parties, we may be able to borrow funds from officers, directors or from existing shareholders although there is no such formal agreement in writing. We do not expect to purchase or sell plant or significant equipment. Further we do not expect significant changes in the number of employees.  

ACCOUNTING AND AUDIT PLAN

We intend to continue to have our President prepare our quarterly and annual financial statements and have these financial statements reviewed or audited by our independent auditor. Our independent auditor is expected to charge us approximately $2,000 to review our quarterly financial statements and approximately $7,500 to audit our annual financial statements. In the next twelve months, we anticipate spending approximately $15,000 to pay for our accounting and audit requirements.

SEC FILING PLAN

We intend to become a reporting company in 2013 after our registration statement on Form S-1 is declared effective. This means that we will file documents with the United States Securities and Exchange Commission on a quarterly basis.

In the next twelve months, we anticipate spending approximately $12,000 for legal costs in connection with our three quarterly filings, annual filing, and edgarizing costs.  Additionally, upon becoming a reporting company we will be required to comply with all applicable reporting requirements of the Exchange Act of 1934, which also include the filing of current reports on Form 8-K.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2013, we had a cash balance of $13,291.  Our expenditures over the next 12 months are expected to be approximately $50,000.

Our current cash and net working capital balance is insufficient to cover our expenses for filing required quarterly and annual reports with the Securities and Exchange Commission and our status as a corporation in the State of Florida for the next 12 months. We must raise approximately $50,000, to complete our plan of operation for the next 12 months. Additional funding will likely come from equity financing from the sale of our common stock, if we are able to sell such stock or from loans. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our development activities. In the absence of such financing, our business will fail.  We believe that our ability to raise capital will increase if we become a publicly reporting entity. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our plan of operation for the next 12 months and our business will fail.

OFF BALANCE SHEET ARRANGEMENTS.

We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates in the preparation of financial statements

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 statementsfiling of these reports and the reported amounts of net revenue and expenses in the reporting period. Actual results could differ from those estimates.documents.

Cash

The Company maintains cash balancesWe will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request, a copy of any or all documents that are incorporated by reference into this prospectus, but not delivered with the prospectus (other than exhibits to these documents unless the exhibits are specifically incorporated by reference into the documents that this prospectus incorporates). You may request documents that are incorporated by reference into this prospectus by one of the following methods: by mail at a financial institution where accounts are insuredAttention: Investor Relations, US Lighting Group, Inc., 1148 East 222nd Street, Euclid, Ohio 44117; by the Federal Deposit Insurance Corporation up to $250,000. The Company’s accountsemail at this institution may,Shareholder-Relations@USLightingGroup.com; or by telephone at times, exceed the Federally insured limits. The Company has not experienced any losses in such accounts.

Revenue Recognition

The Company recognizes revenue when it is earned and realizable, when persuasive evidence of an arrangement exists, services have been rendered, the price is fixed or determinable, and collectability is reasonably assured.

The Company recognizes net revenue when it has no further obligation to the customer. For air transactions, this is at the time of booking. For hotel and car transactions, net revenue is recognized as the time of check in or customer pick-up respectively. The timing of revenue recognition is different for air travel because the Company’s primary service to the customer is fulfilled at the time of booking. For cruise transactions, revenue is recognized at the time payment is made to the supplier.

The Company passes reservations booked by its customer to the travel supplier for a commission.216-896-7000. In addition, the Company does not takethese documents are linked on credit risk with a customer, itour website at USLightingGroup.com. Other information found on our website, or that may be accessed by links on our website, is not the primary obligor with the customer, it has no latitude in determining pricing, it takes no inventory risk, it has no ability to determine or change the product or services delivered, and the customer chooses the supplier.

Recent accounting pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard settling bodies that have an impact on the Company’s accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented.

Income Taxes

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company has no material uncertain tax positions for any of the reporting periods presented. Income tax returns are subject to examination by major jurisdictions for the years 2010 through 2012.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers

The following table and text sets forth the name, age and position held by our sole executive officer and director as of the datepart of this prospectus. Our directors serve until the next annual meeting of stockholders and until his successor is elected and qualified, or until his earlier death, retirement, resignation or removal. Executive officers serve at the discretion of the Board of Directors, and are elected or appointedWe have included our website address solely as an inactive textual reference. Investors should not rely on any information posted on our website in deciding whether to serve until the next Board of Directors meeting following the annual meeting of stockholders.

The biographies ofpurchase our sole executive officer, and of both directors are as follows:common stock.

Todd Delmay serves as Chief Executive Officer and Chief Financial OfficerDisclosure of Luxurious Travel.  After years of working with some of the country’s finest tour operators, hotel companies and destination marketing organizations, Todd created a new travel company business modelCommission Position on Indemnification for the 21st Century, and continues to lead its evolution.  Todd’s achievements have been recognized by a number of travel industry magazines, and he is often called upon to comment on travel and the industry for a variety of publications.

Previously, Todd spent 3 years working for America’s first Deluxe Tour Operator, Tauck World Discovery, which boasts the honor of Tour Operator License Number 1 -issued as the result of a success win at the U.S. Supreme Court.  From Tauck, Todd went to work for a Travel Industry Global Sales and Marketing company where he was Director of Sales, North America.  In 1999 Todd started his own company, then called Identity Vacations, and later purchased other companies along the way to grow it into a boutique travel company with an unlisted phone number, and a clientele hand-selected strictly via word-of-mouth.  With a growing portfolio, and aided by Mr. Delmay's extensive background in group travel, the company is a purveyor of quality travel experiences.Securities Act Liabilities

Jeff Delmay is responsible for sales and business development, searching for strategic methods to growTo the company according to its strategic vision working with a select clientele.  Jeff believes in providing clients a personalized and special experience in planning their trips from the initial request to their safe return home.

Previously Jeff spent 12 years as a hotelier in various positions at three top South Florida hotels.  He started at the Sonesta Beach Resort Key Biscayne while in college at Johnson & Wales University, quickly becoming assistant front office manager.  He then moved into the luxury sector when he joined Mandarin Oriental Hotel, Miami – arguably then the top luxury hotel in the state.  At Mandarin Oriental, Jeff was a conference services manager, successfully handling the hotel’s multi-million dollar conferences.  Jeff then moved to Four Seasons Hotel Miami for the long-anticipated opening of this amazing luxury project.  Jeff’s career progressed at Four Seasons when he was promoted to sales manager, starting out in group sales and eventually individual sales for both business and leisure travel.  He established solid relationships with Fortune 500 companies on behalf of the hotel, was twice nominated for manager of the quarter, and awarded the 2007 Four Seasons President’s Club for his outstanding sales efforts of booking over $4.5 million.

Directors

Directors are elected at each annual meeting of shareholders and hold office until the next annual meeting of shareholders following their election.  To date, neither of our directors have received any securities or other compensation from us, for his service as a director.

Legal Proceedings

Neither member of the board of directors or our sole executive has been involved in any bankruptcy proceedings, criminal proceedings, any proceeding involving any possibility of enjoining or suspending him from engaging in any business, securities or banking activities, and has not been found to have violated, nor been accused of having violated, any Federal or State securities or commodities laws.

EXECUTIVE COMPENSATION

Summary Compensation Table

The table below summarizes the compensation paid by the Company to the CEO and other named executive officer and individuals for the fiscal years ended December 31, 2012 and December 31, 2011.

Employment Agreements

We have not entered into any Employment Agreements with any person.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of September 10, 2013, the number and percentage of shares of our outstanding common stock which are beneficially owned, directly or indirectly, by our sole executive officer, both directors and by each shareholder who owns more than 5% of the outstanding shares.

We determine beneficial ownership based on the rules of the SEC.  In general, beneficial ownership includes shares over which a person has sole or shared voting or investment power and shares which the person has the right to acquire within 60 days.  Unless otherwise indicated, the persons listed below have sole voting and investment power over the shares beneficially owned.

*less than 1%

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

We have no reportable transactions.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

FOR SECURITIES ACT LIABILITIES

Our directors and officers are indemnified as provided by the Florida corporate law and our Bylaws.  We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act. Insofar asextent that indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers andor persons controlling persons pursuant to the provisions described above, or otherwise,USLG, we have been advisedinformed that in the opinion of the SEC suchthis indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

PART II — INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forthlists the estimated costs andvarious expenses to be incurred in connection with the issuancesale and distribution of the securities being registered underpursuant to this registration statement.Registration Statement, all of which will be borne by us (except any underwriting discounts and commissions and expenses incurred by the selling shareholders for brokerage, accounting, tax or legal services or any other expenses incurred by the selling stockholder in disposing of the shares). All amounts shown are estimates, except for the CommissionSEC registration fee. The following estimated expenses will be borne solely by us.

We have agreed to bear expenses related to the registration of the shares of common stock covered by this registration statement.

Item 14. Indemnification of Directors and Officers.

The Florida Law

Section 78.7502Business Corporation Act (the “FBCA”) provides that under certain circumstances a corporation may indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of, the Florida General Corporation Law contains provisions authorizing indemnificationcorporation), by the Company of directors, officers, employees or agents against certain liabilities and expenses that they may incur as directors, officers, employees or agentsreason of the Companyfact that such person is or of certain other entities. Section 78.7502(3) provides for mandatory indemnification, including attorney’s fees, if thewas a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if such person (1) acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and (2) with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Additionally, a corporation may indemnify any person, who was or is a party to any proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof. Such indemnification shall be authorized if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made under this subsection in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suitproceeding referred to above, the corporation is required to indemnify him or proceedingher against expenses actually and reasonably incurred by him or her in defense of any claim, issue or matter therein.connection with the defense.

Section 78.751 provides that such indemnificationA corporation may include payment by the Company ofpay for expenses incurred in defendingby a civildirector or criminal action or proceedingofficer of the corporation in advance of the final disposition of such action ora proceeding upon receipt of an undertaking by the person indemnifiedor on behalf of such director or officer to repay such paymentamount if he shall beor she is ultimately found not to be entitled to indemnification underby the Section. Indemnificationcorporation. Expenses incurred by other employees and agents may be provided even thoughpaid in advance upon such terms or conditions that the board of directors of the corporation deems appropriate.

A corporation may also purchase and maintain insurance on behalf of any person to be indemnifiedwho is no longeror was a director, officer, employee, or agent of the Companycorporation or such other entities.

Section 78.752 authorizesis or was serving at the Company to obtain insurance on behalf of any such director, officer employee or agent against liabilities, whether or not the Company would have the power to indemnify such person against such liabilities under the provisionsrequest of the Section 78.7502. The indemnification and advancement of expenses provided pursuant to Sections 78.7502 and 78.751 are not exclusive, and subject to certain conditions, the Company may make other or further indemnification or advancement of expenses of any of its directors, officers, employees or agents. Because neither the Articles of Incorporation,corporation as amended, or By-laws of the Company otherwise provide, notwithstanding the failure of the Company to provide indemnification and despite a contrary determination by the board of directors or its shareholders in a specific case, a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Company who is or was a party to a proceeding may apply to a court of competent jurisdiction for indemnification or advancement of expenses or both, and the court may order indemnification and advancement of expenses, including expenses incurred in seeking court- ordered indemnification or advancement of expenses if it determines that the petitioner is entitled to mandatory indemnification pursuant to Section 78.7502(3) because he has been successful on the merits, or because the Company hascorporation would have the power to indemnify on a discretionary basis pursuantthe person against such liability under the provisions of the FBCA.

Our bylaws incorporate the indemnification provisions of the FBCA and our articles of incorporation generally require us to Section 78.7502 or becauseindemnify our directors, officers, employees and agents if permissible under the court determines that the petitioner is fairlyFBCA. Our articles also permit us to advance expenses and reasonably entitled to indemnification or advancement of expenses or both in view of all the relevant circumstances.obtain insurance.

Item 15. Recent Sales of Unregistered SharesSecurities.

On July 14, 2023, we issued a common stock purchase warrant (the “warrant”) to Alumni Capital LP (“Alumni”) to purchase up to 6,666,667 shares of our common stock (the “warrant shares”). The following informationwarrant has a term of five years and will expire on July 14, 2028. The warrant exercise price is furnished with regardvariable and is equal to all securities$15.0 million divided by the number of our outstanding shares of common stock at the time of exercise. On July 14, 2023, the exercise price was $0.147. Alumni may exercise the warrant on a cashless basis if we do not maintain an effective registration statement for the resale of the warrant shares. The issuance of the warrant to Alumni was exempt from registration under Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”).

On July 5, 2023, we issued 120,113 unregistered shares of our common stock valued at $0.10 a share to a law firm for legal services provided to the Company. The issuance of shares was exempt from registration under Section 4(a)(2) of the Securities Act.

On June 30, 2023, we issued 10,000 unregistered shares of our common stock valued at $0.10 a share to an outside consultant for consulting services provided to the Company. The issuance of shares was exempt from registration under Section 4(a)(2) of the Securities Act.

On June 30, 2023, we issued a total of 46,250 unregistered shares of our common stock valued at $0.10 a share to four employees of the Company as bonuses and for expense reimbursement. The issuances of shares to our employees were exempt from registration under Section 4(a)(2) of the Securities Act.

During the quarter end of March 31, 2023, we offered unregistered shares of our common stock in a private placement to investors to fund our working capital needs. During the quarter we sold by us since inception that were not registeredto four investors 1,675,000 shares for an aggregate amount of $167,500. The issuance of shares in the private placement was exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) under the Securities Act. We discontinued the Rule 506(b) private placement at the end of March.

During the quarter end of December 31, 2022, we offered unregistered shares of our common stock in a private placement to accredited investors to fund our working capital needs. During the quarter we sold to two investors 600,000 shares for an aggregate amount of $60,000. The issuances described hereunder were madeissuance of shares in reliance upon the exemptionsprivate placement was exempt from registration set forth inunder Section 4(2)4(a)(2) of the Securities Act orand Rule 506 promulgated thereunder. None506(b) under the Securities Act.

On December 31, 2022, we issued a total of 39,000 unregistered shares of our common stock to five employees of the foregoing transactions involvedCompany as a distribution or public offering. All sold securities were paid forbonus reflecting their contribution to the company in cash.2022. The issuance of bonus shares to our employees was exempt from registration under Section 4(a)(2) of the Securities Act.

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

During the quarter ended September 30, 2022, we offered unregistered shares of our common stock in a private placement to accredited investors to fund our working capital needs. In August, we sold to investors 800,000 shares for an aggregate amount of $80,000. The issuance of shares in the private placement was exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) under the Securities Act.

During the nine months ended September 30, 2021, we received proceeds of $301,000 on the private placement of 2,012,000 shares of common stock, at an average price of $0.15 per share. The issuance of shares in the private placement was exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) under the Securities Act. We used the proceeds to pay for ongoing public company obligations (auditors, legal, etc.) as well as other operational costs, such as transfer agents and investor relations services.

During the nine months ended September 30, 2021, 16,000 shares of common stock were issued to correct an issuance of shares in 2020. The issuance of shares was exempt from registration under Section 4(a)(2) of the Securities Act.

During the six months ended June 30, 2021, we issued 350,000 shares of common stock, 300,000 of which were issued to a third-party service provider as non-cash compensation for consulting services provided to us, and 50,0000 of which were issued to settle a sales commission invoice from a third-party service provider, for total non-cash expense of $55,000. The issuances of shares were exempt from registration under Section 4(a)(2) of the Securities Act.

During the year ended December 31, 2020, we received proceeds of $683,000 on the sale of 4,275,665 shares of common stock, at an average price of $0.16, as part of our Regulation D offerings to fund our working capital needs. The issuance of shares in the private placements was exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) under the Securities Act.

In conjunction with the sale of a portion of the common shares issued as part of its Regulation D offerings discussed above, we issued eighteen-month warrants to purchase shares of common stock at an exercise price of $0.25. During the year ended December 31, 2020, we issued warrants to purchase 20,000 shares of common stock at an exercise price of $0.25. The issuance of shares in the private placements was exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) under the Securities Act.

During the year ended December 31, 2020, we issued 125,000 shares of common stock to certain consultants that provided business development, introduction to new business opportunities, strategic analysis, and product sales and marketing activities and to employees to reward performance, with a fair value of $31,000 at the date of grant. The issuances of shares in the private placements were exempt from registration under Section 4(a)(2) of the Securities Act.

During the year ended December 31, 2020, we issued 1,222,544 shares of our common stock on the conversion of principal and accrued interest of $275,000 on our convertible notes payable. The issuance of shares in the private placements was exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) under the Securities Act.

Item 16. Exhibits and Financial Statement Schedules.

Item 17. Undertakings.

UNDERTAKINGS

Item 17. Undertakings.

US Lighting Group, Inc. hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that Paragraphs (a)1)(1)(i), (ii), and (a)(1)(ii) above(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange CommissionSEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement or is contained in a form of prospectus filed pursuant to § 230.424(b) of this chapter that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (§ 230.415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purposepurposes of determining any liability of the registrant under the Securities Act, each filing of 1933the registrant’s annual report pursuant to any purchaserSection 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement regardless of the underwriting method usedshall be deemed to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)          Any preliminary prospectus or prospectus of the undersigned registrantnew registration statement relating to the securities offered therein, and the offering requiredof such securities at that time shall be deemed to be filed pursuant to Rule 424;the initial bona fide offering thereof.

(ii)         Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)        The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)        Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(B)(6) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange CommissionSEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(1) for purposes of determining any liability under the Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1), or (4) or 497(h) under the Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) for purposes of determining any liability under the Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrantUS Lighting Group, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Hollywood,Cleveland, State of FloridaOhio, on January 16, 2014.September 1, 2023.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statementregistration statement has been signed below by the following persons in the capacitycapacities and on the dates indicated.

Parity & Company, P.A.

THE LUXURIOUS TRAVEL CORP

BALANCE SHEETS

(unaudited)

THE LUXURIOUS TRAVEL CORP

STATEMENT OF OPERATIONS

(unaudited)

THE LUXURIOUS TRAVEL CORP

STATEMENT OF CASH FLOWS

(unaudited)

THE LUXURIOUS TRAVEL CORP.

NOTES TO FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2013

(Unaudited)

Business description

The Luxurious Travel Corporation (the “Company") was formed in 2003 and was inactive until 2008. The Company creates and develops proprietary software that allows users to sell and market travel for groups and individuals, including special event, conference, executive meeting and other travel.

Revenue recognition

The Company recognizes revenue when it is earned and realizable, when persuasive evidence of an arrangement exists, services have been rendered, the price is fixed or determinable, and collectability is reasonably assured.

The Company recognizes net revenue when it has no further obligation to the customer. For air transactions, this is at the time of booking due to non-cancellation of the reservation. For hotel and car transactions, net revenue is recognized at the time of check-in or customer pick up, respectively. The timing of revenue recognition is different for air travel because the Company's primary service to the customer is fulfilled at the time of booking. For cruise transactions, revenue is recognized at the time payment is made to the supplier.

The Company passes reservations booked by its customer to the travel supplier for a commission. In addition, the Company does not take on credit risk with the customer, it is not the primary obligor with the customer, it has no latitude in determining pricing, it takes no inventory risk, it has no ability to determine or change the product or services delivered, and the customer chooses the supplier.

Fair Value Measurements

The Company adopted the provisions of ASC Topic 820, "Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

The estimated fair value of certain financial instruments, including cash is carried at historical cost basis, which approximates their fair values because of the short-term nature of this instruments.

ASC 820 defines fair value as the exchange price 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. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

(Unaudited)

Recent accounting pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies that may have an impact on the Company's accounting and reporting. The Company believes that such recently issued accounting pronouncements and other authoritative guidance for which the effective date is in the future either will not have an impact on its accounting or reporting or that such impact will not be material to its financial position, results of operations, and cash flows when implemented.

Income taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, "Income Taxes." Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no material uncertain tax positions for any of the reporting periods presented.

The accompanying financial statements are prepared on a going concern basis, which contemplates the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated minimal revenues since inception and has an accumulated loss of $9,459 as of September 30, 2013. The continuation of the Company as a going concern is dependent upon, among other things, the continued financial support from its shareholders, the ability of the Company to obtain necessary equity or debt financing, and the attainment of profitable operations. These factors, among others, raise substantial doubt regarding the Company's ability to continue as a going concern. There is no assurance that the Company will be able to generate revenues in the future. These financial statements do not give any effect to any adjustments that would be necessary should the Company be unable to continue as a going concern.

The total number of common shares authorized that may be issued by the Company is 100,000,000 shares with a par value of $0.0001 per share.

The total number of preferred shares authorized that may be issued by the Company is 10,000,000 shares with a par value of $0.0001 per share.

During the nine months ended September 30, 2013, the Company issued 68,000 shares of common stock in a private placement for total cash proceeds of $8,500.

At September 30, 2013 there were no outstanding stock options or warrants.

(Unaudited)

The Company has evaluated subsequent events through the date that these financial statements were issued and has determined that there are no subsequent events that require recognition or disclosure.

Paritz & Company, P.A.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of The Luxurious Travel Corp.

We have audited the accompanying balance sheets of The Luxurious Travel Corp. as of December 31, 2012 and 2011, and the related statements of operations, stockholders’ equity, and cash flows for the years then ended. The Luxurious Travel Corp’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing and opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that The Luxurious Travel Corp. will continue as a going concern. The ability of the Company to continue as a going concern is dependent upon, among other things, its successful execution of its plan of operation and ability to raise additional financing. There is no guarantee that the Company will be able to raise additional capital or sell any of its products or service at a profit. In addition, the Company posted a net loss of $3,329 and $757 for the years ended December 31, 2012 and 2011 respectively. These factors, among other, raise substantial doubt regarding the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Luxurious Travel Corp as of December 31, 2012 and 2011 and the results of its operations and its cash flows for December 31, 2012 and 2011 in conformity with accounting principles generally accepted in the United States of America.

Hackensack, New Jersey December 10, 2013

The Luxurious Travel Corp

Balance Sheets

December 31,

See notes to financial statements

The Luxurious Travel Corp

Statement of Operations

For the years ended December 31,

See notes to financial statements

The Luxurious Travel Corp

Statement of Stockholder's Equity

For the years ended December 31, 2012 and 2011