USLG US Lighting Group Inc (PK)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

Check One):	☐ Form 10-K	☐ Form 20-F	☐ Form 11-K	☒ Form 10-Q	☐ Form 10-D	☐ Form N-CEN
	☐ Form N-CSR

 

	For Period Ended: June 30, 2024
	☐ Transition Report on Form 10-K
	☐ Transition Report on Form 20-F
	☐ Transition Report on Form 11-K
	☐ Transition Report on Form 10-Q
	For the Transition Period Ended:

 

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: _____________________________________________________________________________________________

 

Part I — REGISTRANT INFORMATION

 

Full Name of Registrant: US Lighting Group, Inc.

 

Address of Principal Executive Office (Street and Number): 1148 East 222nd Street

 

City, State and Zip Code: Euclid, Ohio 44117

 

 

 

PART II — RULES 12b-25 (b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

Part III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

US Lighting Group, Inc. was unable to timely file its Form 10-Q for the quarter ended June 30, 2024 due to additional review procedures resulting from charges brought by the Securities and Exchange Commission against our former principal independent registered public accounting firm, BF Borgers CPA PC, Lakewood, Colorado (“Borgers”). On May 3, 2024, the SEC announced that it had charged Borgers with systemic failures to comply with Public Company Accounting Oversight Board standards in its audits and reviews. We engaged Borgers on February 22, 2023 and dismissed them on September 20, 2023, and Borgers reviewed our financial statement for the quarter ended June 30, 2023 that are included in the June 30, 2024 Form 10-Q. Although we did not find any errors in our financial statements for the second quarter of 2023, our expanded review of the prior year results has delayed our completion of this quarter’s Form 10-Q. We expect to file our Form 10-Q within the five-day extension period provided by Rule 12b-25.

 

 

PART IV — OTHER INFORMATION

 

(1)

Name and telephone number of person to contact in regard to this notification.

 

Michael A. Coates, Chief Financial Officer, at 216-896-7000

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the Registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

 

☒ Yes ☐ No

 

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

☒ Yes ☐ No

 

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

Our revenues decreased approximately 94% in the quarter ended June 30, 2024 compared to the second quarter of 2023, primarily as a result of decreased sales of campers by our Cortes Campers subsidiary in 2024.

 

 

US Lighting Group, Inc. has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

	US Lighting Group, Inc.
Date: August 14, 2024	/s/ Michael A. Coates
	By Michael A. Coates
	Chief Financial Officer

 

 

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