EASTLAKE, OHIO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2017
TABLE OF CONTENTS Page Number Accountants' Compilation Report 3 Financial Statements: Consolidated Balance Sheet Consolidated Statement of Income Consolidated Statement of Shareholder's Equity Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements 4 5 6 7 8-13
.1alNMS CERTIFIED PUBLIC ACCOUNTANTS 5olu-6on.S.f'or a ta>o'n3 world www.nms-cpa.com Accountants' Report To the Board of Directors US Lighting Group, Inc. and Affiliate Eastlake, Ohio Management is responsible for the accompanying consolidated financial statements of US Lighting Group, Inc. (a corporation) and its subsidiary, which comprise the consolidated balance sheet as of June 30, 2017, and the related consolidated statements of income, shareholders' equity and cash flows for the quarter then ended, and the related notes to the financial statements in accordance with accounting principles generally accepted in the United States of America. We have performed a compilation engagement in accordance with Statements of Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. We did not audit or review the financial statements nor were we required to perform any procedures to verify the accuracy or completeness of the information provided by management. Accordingly, we do not express an opinion, a conclusion, nor provide any form of assurance on these financial statements. We are not independent with respect to US Lighting Group, fhj~. Inc. and Affiliate. Mentor, Ohio August 25, 2017 CHARDON OFFICE: 121 South Street Chardon. OH 44024 (440l 510-1900 Phone (8881942-8111 Toll Free (440) 286-4300 Fax CHARDON SQUARE: 102 East Park Street. Unit B Chardon. OH 44024 (440) 286-1200 Phone (440) 229-1552 Fax MENTOR OFFICE: 8383 Mentor Avenue Mentor. OH 44060 (440) 510-1900 Phone (440) 352-9314 Fax TWINSBURG OFFICE : 8880 Darrow Road Twinsburg, OH 44087 (330) 425-4422 Phone (330) 425-8422 Fax
CONSOLIDATED BALANCE SHEET JUNE 30, 2017 (SEE ACCOUNTANTS' COMPILATION REPORT) ASSETS CURRENT ASSETS Cash Trade accounts receivable, net Inventory Total current assets PROPERTY AND EQUIPMENT Furniture and fixtures Office equipment Equipment Vehicles Others Total Less accumulated depreciation Net property and equipment OTHER ASSETS Goodwill, net of accumulated amortization($ 257,194) Patents, net of accumulated amortization ($ 3,877) Total other assets Total assets LIABILITIES AND SHAREHOLDER'S EQUITY CURRENT LIABILITIES Accounts payable Deferred territory revenue Accrued expense Customer advance payments Payroll liabilities Current portion of related party loans Current portion of long term debt Total current liabilities LONG TERM LIABILITIES Long-term portion of related party loans Long-term debt Total long term liabilities SHAREHOLDER'S EQUITY No par value, common stock, 100,000,000 shares authorized 36,552, 100 shares issued and outstanding Paid-in capital Retained deficit Total shareholder's equity Total liabilities and shareholder's equity $ 34,233 47,533 322,415 404, 181 5,454 9,330 229,849 225,172 13,519 483,324 283,634 199,690 4,405,635 13,348 4,418,983 $ 5,022,854 $ 209,780 936 22,725 75,188 13,776 890,874 363,770 1,577,049 2,824,558 114,843 2,939,401 2,672,020 58,596 (2,224,212) 506,404 $ 5,022,854 The accompanying notes are an integral part of the financial statements. 4
CONSOLIDATED STATEMENT OF INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2017 (SEE ACCOUNTANTS' COMPILATION REPORT) NET SALES $ 1,053,904 COST OF GOODS SOLD 421,367 Gross profit 632,537 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 1,189,297 Net income from operations (556,760) OTHER INCOME I (EXPENSE) Interest income 1,740 Interest expense (82,268) Total other income (80,528) Net income $ (637,288} The accompanying notes are an integral part of the financial statements. 5
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2017 (SEE ACCOUNTANTS' COMPILATION REPORT) COMMON PAID-IN RETAINED STOCK CAPITAL DEFICIT TOTAL Balance at January 1, 2017 $ 2,672,020 $ 58,596 $ (1,573,924) $ 1,156,692 Net Income (637,288) (637,288) Distributions (13,000) (13,000) Balance at June 30, 2017 $ 2,672,020 $ 58,596 $ (2,224,212~ $ 506,404 The accompanying notes are an integral part of the financial statements. 6
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2017 (SEE ACCOUNTANTS' COMPILATION REPORT) CASH FLOWS FROM OPERATING ACTIVITIES Net income $ (637,288) Adjustments to reconcile net income to net cash provided by (used in) operating activities Depreciation 21,832 Amortization 234,238 {Increase) decrease in assets Accounts receivable, net (10,624) Inventory (93,620) Increase (decrease) in liabilities: Accounts payable (43,074) Accrued expense 3,483 Deferred territory revenue (35,777) Customer advance payments (12,996~ Net cash used in operating activities {573,826~ CASH FLOWS FROM INVESTING ACTIVITIES Purchase of fixed assets (6,523~ Net cash provided by financing activities (6,523) CASH FLOWS FROM FINANCING ACTIVITIES Distributions (13,000) Repayments on loans (14,917) Repayments on related party loans {422,520~ Net cash provided by financing activities {450,437) Net decrease in cash and cash equivalents {1,030,786) CASH AND CASH EQUIVALENTS-BEGINNING OF YEAR 1,065,019 CASH AND CASH EQUIVALENTS-END OF YEAR $ 34,233 SUPPLEMENTAL INFORMATION Interest expense $ 82,268 The accompanying notes are an integral part of the financial statements. 7
US LIGHTING GROUP, NOTES TO CONSOLIDATED INC. AND AFFILIATE FINANCIAL STATEMENTS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business US Lighting Group, Inc. and Affiliate (the Company) was founded in 2013 in accordance with the laws of Wyoming and is located in Eastlake, Ohio. The Company is engaged in the business of LED lighting tubes and bulbs for the commercial and industrial customers in the United States and internationally. On July 13, 2016 ("Closing"), the Luxurious Travel Corp. acquired all of the issued and outstanding capital stock of the Company and changed its name to US Lighting Group, Inc. At Closing, the Luxurious Travel Corp. also issued 24,500,000 shares of its common stock to the shareholders of US Lighting Group, Inc. Acquisition of lntellitronix Corp. On December 1, 2016, the Company completed the acquisition of lntellitronix Corp., a provider of LED digital gauges and automotive electronics and accessories. The Company agreed to pay$ 4,000,000 in exchange for all the shares of lntellitronix Corp. The affiliate is consolidated with the Company due to common control. A five percent deposit of $ 200,000 was paid in January 2017. The balance of $ 3,800,000 is under a sixty-month loan with an interest rate of 6.25%. The loan matures December 2021 and the monthly payment is $ 73,907. Basis of Accounting The accompanying consolidated financial statements have been prepared under the accrual basis of accounting which recognizes income when earned and expenses when incurred rather than when cash is received or disbursed. Use of Estimates The preparation of the consolidated 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 at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Policy of Cash Equivalents For purposes of the consolidated financial statements, cash equivalents include time deposits, certificates of deposit and all highly-liquid debt instruments with original maturities of three months or less when purchased. Accounts Receivable Accounts receivable is shown net of an allowance for doubtful accounts, which amounted to $ 0 as of June 30, 2017. The allowance represents an estimate of probable losses resulting from nonpayment of receivables, which is determined based on historical experience as well as specific allowances for known troubled accounts and other currently available evidence. The Company does not require collateral from its customers. See Accountant's Compilation Report. 8
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Property and Equipment Property and equipment are stated at cost at the date of acquisition. Maintenance and repairs are charged to operations as incurred. Depreciation on physical property and equipment is computed over the estimated useful lives of the assets using the straight-line method. The following useful lives are assigned to the various assets: Furniture and equipment Vehicle Life 5-7 5-7 Depreciation expense was$ 21,832 for the quarter ended June 30, 2017. Impairments Assets are evaluated for impairment when events change or a change in circumstances indicates that the carrying amounts of the assets may not be recoverable. When any such impairment exists, the related assets are written down to fair value. Intangible Assets The Company adopted the provisions of ASC Topic 350 "Goodwill and Other Intangible Assets" which states that intangible assets that are subject to amortization are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. Assets not subject to amortization are tested for impairment annually. For the years ended December 31, 2016, there were no impairments of intangible assets. In 2016, goodwill was recognized in the amount of$ 4,662,829 during consolidation and is going to be amortized over 10 years. In the half year ended June 30, 2017, amortization expense for goodwill was $ 233,140. The Company has filed for patents for its proprietary products. The costs incurred will be capitalized and amortized over 15 years on a straight-line basis. In the first six months of 2017, the costs incurred were$ 0. In the half year ended June 30, 2017, amortization expense for patents was$ 1,097. Deferred Territory Revenue Fee The Company grants to distributors the sole exclusive right to distribute certain products and the distributor is required to pay an initial distributor fee. The distributor fee is booked as deferred territory revenue when the Company receives the cash, and the revenue is recognized against deferred territory revenue over the term of the contracts. The deferred territory revenue fee balances as of June 30, 2017 was$ 936. The territory revenues recognized for the six months ended June 30, 2017 was$ 43,277. Sales/Customers Sales are shown net of discounts of$ 7,749 for the first half year of 2017. Sales are recorded when shipments are made from the Company's distribution center and adjusted up or down as discrepancies are discovered. See Accountant's Compilation Report. 9
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Research and Development Costs Research and development costs are charged to operations when incurred. The amounts charged for the six months ended June 30, 2017 was$ 91,995. Inventory Inventory is carried at the lower of cost or estimated net realizable value. Costs for finished goods, components, packaging, and work in process are determined under the first-in, first-out method. Inventory at June 30, 2017 was$ 322,415. Shipping and handling costs for products sold are included in cost of goods sold when incurred. The Company will continue its policy of regularly reviewing inventory quantities on hand based on related service levels and functionality. Carrying cost will be reduced to estimated net realizable value for inventories in which their cost exceeds their utility due to changes in marketing and sales strategies, obsolescence, changes in price levels or other causes. Furthermore, if future demand or market conditions for the Company's products are less favorable than forecasted or if unforeseen technological changes negatively impact the utility of certain products or component inventory, the Company may be required to record inventory reserves, which would negatively affect its results of operations in the period when the inventory reserve adjustments are recorded. Advertising Costs Advertising costs of $ 36,625 for the first half year in 2017 were charged to selling expenses when incurred. Income Taxes/ Deferred Taxes A provision (benefit) for federal, state, and local income taxes is made to reflect applicable tax rates on reported income (loss). The tax effects of transactions are recognized in the year in which they enter into the determination of net income (loss}, regardless of when they are recognized for tax purposes. As a result, income tax expense (benefit) can differ from actual taxes payable. The accumulation of these differences, approximately $ 18, 115 at June 30, 2017, are the calculated gross deferred tax assets available for future periods. Reserves against these tax assets of$ 18, 115 was established in 2017 resulting in$ -0- of current year income tax provision (benefit) and net deferred tax assets of$ - O as of June 30, 2017. Significant components of the Company's deferred tax asset relate to approximately$ 120, 764 of net operating loss carryforwards that will expire between 2026 and 2033. These tax assets are calculated assuming that the Company has future taxable income and is financially supported by its parent company until such time occurs. The ultimate realization of these assets is contingent on future taxable earnings, which may not occur. In the event the Company was to determine it would be able to realize deferred tax assets in the future in excess of the recorded amount, the valuation allowance would be adjusted which would reduce the provision for income taxes and increase the net deferred tax asset. See Accountant's Compilation Report. 10
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Income Taxes/ Deferred Taxes (Continued) The Company accrues for interest and penalties associated with income tax liabilities in accordance with applicable tax laws. Any charges for interest and penalties related to income tax liabilities are recorded in the provision for income taxes on the income statement. The Company's tax years 2013 through 2016 remain subject to federal, state, and local audits from all jurisdictions from which they operated during those periods. There are no unrealized tax benefits as of June 30, 2017, nor does the Company anticipate any change in its unrealized tax benefits during the next twelve months. CONCENTRATION OF CREDIT RISK Bank balances as of June 30, 2017 consist of$ 97,366 in depository institutions. Federal depository insurance covers $ 250,000 per depositor and covered the full amount at June 30, 2017 at depository institutions. For the half year ended June 30, 2017, 59% of the Company's sales were derived from three major customers. Revenue generated from each of these customers represents 40%, 11 % and 8% of total revenue, respectively. At June 30, 2017, 70% of the Company's accounts receivable was due from four major customers. Amounts due from each of these customers were $ 23,673, $ 7,671, $ 6,544 and $ 4,568, which represents 40.4%, 13.1 %, 11.1 % and 7.8% of total accounts receivable, respectively. RELATED PARTY TRANSACTIONS Loans Related party loans consisted of the following at June 30, 2017: A loan payable to a shareholder with interest rate of 0%. The loan is payable on demand. $ 81,487 Sixty month loan with a shareholder with an interest rate of 6.25%. The loan matures December 2021 and monthly payment is $ 73,907. A loan payable to a related party company with an interest rate of 6%. Monthly payment is$ 1,000. Less current portion of related party loans Total 3,581,840 52, 105 3,715,432 890.874 $ 2,824.558 See Accountant's Compilation Report. 11
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) RELATED PARTY TRANSACTIONS (CONTINUED) Loans (Continued) Following are maturities of related party loans for each of the next five years: June 30, 2018 2019 2020 2021 2022 $ 890,874 743,507 791,305 842, 176 447 571 $ 3.715 433 Total interest expense for related party loans was$ 77,243 for the half year ended June 30, 2017. INTANGIBLE ASSETS As of June 30, 2017 Amortized intangible assets: Patents Goodwill Amortization expense for half year ended 6/30 Estimated amortization expense: For year ending 12/31/17 For year ending 12/31/18 For year ending 12/31/19 For year ending 12/31/20 For year ending 12/31/21 Cost $ 17,225 $ 4,662,829 $ 234,238 $ 467,431 $ 467,431 $ 467,431 $ 467,431 $ 467,431 Amortization $ 3,877 $257,194 See Accountant's Compilation Report. 12
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) LONG TERM DEBT Long-term debt consisted of the following at June 30: A loan payable with D&Y Financial, LLC, in the amount of$ 256,662 with interest included. The loan is going to be released when D&Y Financial, LLC is able to sell the Company's stock and when certain amounts of proceeds are reached. $ 256,980 Three cognovit notes with Castle Innovations LLC with a monthly compounded rate of 5%. The notes are payable on demand. 74,500 Sixty month capital lease for a laser cut with Susquehanna Commercial Finance, Inc. with an interest rate of 10.096% and a one dollar buyout at the end of the term. The lease matures May 2020 and is secured by equipment. Monthly payment is $ 603. 18,227 Seventy-two month note with The Huntington National Bank with an interest rate of 4.23%. The lease matures April 2022 and is secured by equipment. Monthly payment is$ 1, 147. 60,063 Sixty month note with The Huntington National Bank with an interest rate of 4.04%. Monthly payment is$ 1,474. Less current portion of long term debt Tu~I $ 68.843 478,613 363,770 114,843 Following are maturities of long-term debt for each of the next five years: June 30, 2018 2019 2020 2021 2022 $ 363,770 34,006 35,230 30, 131 15 476 $ 478,613 Total interest expense for long term debt was $ 5,025 for the half year ended June 30, 2017. SUBSEQUENT EVENTS Subsequent events have been evaluated through August 25, 2017, the date the consolidated financial statements were available to be issued. No events were identified that would require adjustment to or disclosure in the consolidated financial statements. See Accountant's Compilation Report. 13