UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
(Amendment
No. )
Check
the appropriate box:
| ☒ | Preliminary
Information Statement |
| ☐ | Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
| ☐ | Definitive
Information Statement |
US
LIGHTING GROUP, INC.
(Name
of Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
| ☐ | Fee
paid previously with preliminary materials. |
| ☐ | Fee
computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act
Rules 14c-5(g) and 0-11 |
SCHEDULE
14C INFORMATION
Information Statement Pursuant to Regulation 14C
of
the Securities Exchange Act of 1934 as amended
US
LIGHTING GROUP, INC.
1148
East 222nd Street
Euclid, Ohio 44117
Telephone:
(216) 896-7000
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
This
Information Statement (the “Information Statement”) has been filed with the Securities and Exchange Commission (the “Commission”)
and is being furnished to the holders (the “Stockholders”) of shares of common stock, (the “Common Stock”), of
US Lighting Group, Inc., a Florida Corporation (the “Company”) for informational purposes only, pursuant to Section 14(c)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations prescribed thereunder.
We are sending you this Information Statement to notify you that on or about February 7, 2022, the Stockholders holding a majority voting
rights (51.4%) of our Common Stock (the “Majority Stockholders”) approved by written consent in lieu of a meeting of Stockholders,
the following actions (collectively the “Corporate Actions”): amend the Articles of Incorporation of the Corporation in order
to (i) change the name of the Corporation to “Fuzion5 Corp.” (the “Name Change”) and (ii) increase the number
of authorized shares of Common Stock of the Corporation from 100,000,000 to 500,000,000 (“Increase Authorized Shares”), by
filing the documents with the Secretary of State of Florida in the form attached hereto as Exhibit A (the “Amendment”).
Our
Board of Directors is not soliciting your proxy or consent in connection with the Corporate Actions. You are urged to read this Information
Statement carefully and in its entirety for a description of the Corporate Actions taken by the Majority Stockholders. Stockholders who
were not afforded an opportunity to consent or otherwise vote with respect to the Corporate Actions taken have no right under Florida
corporate law or the Company’s Articles of Incorporation or Bylaws to dissent or require a vote of all Stockholders.
The
Corporate Actions will not become effective before a date which is twenty (20) calendar days after this Information Statement is first
mailed to Stockholders. The Information Statement is being mailed on or about ---------------------, 2022, to Stockholders of record
on the Record Date. The entire cost of furnishing this Information Statement will be borne by the Company.
PLEASE
NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED
HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING STOCKHOLDERS OF THE MATTERS DESCRIBED
HEREIN PURSUANT TO SECTION 14(c) OF THE EXCHANGE ACT AND THE REGULATIONS PROMULGATED THEREUNDER, INCLUDING REGULATION 14C.
|
By
order of the Board of Directors of |
|
|
|
US
Lighting Group, Inc. |
|
|
Date:
March ---, 2022 |
|
GENERAL
INFORMATION
This
Information Statement is being first mailed on or about March -----, 2022, to stockholders of the Company by the Board of Directors
of the Company (the “Board of Directors”) to provide material information regarding corporate actions that have been
approved by the Written Consent of the holders of the majority of the voting rights of our Common Stock.
PLEASE
NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF THE
APPROVAL OF THE COMPANY’S ACTIONS HEREIN.
The
entire cost of furnishing this Information Statement will be borne by the Company.
OUTSTANDING
VOTING SECURITIES
The
Company is currently authorized to issue up to One Hundred Million (100,000,000) shares of Common Stock. As of the record date of March
----, 2022, we had 97,848,735 shares of Common Stock issued and outstanding.
Common
Stock
Holders
of shares of common stock are entitled to one vote for each share on all matters to be voted on by the shareholders. Holders of common
stock have no cumulative voting rights. In the event of liquidation, dissolution or winding down of the Company, the holders of shares
of common stock are entitled to share, pro rata, in all assets remaining after payment in full of all liabilities. Holders of common
stock have no preemptive rights to purchase the Company’s common stock. There are no conversion rights or redemption or sinking
fund provisions with respect to the common stock. All of the outstanding shares of common stock are validly issued, fully paid and non-assessable.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of the Record
Date, by: (i) each of our directors; (ii) each of our executive officers; and (iii) each person or group known by us to beneficially
own more than 5% of our issued and outstanding shares of common stock. Unless otherwise indicated, the shareholders listed
below possess sole voting and investment power with respect to the shares they own.
Name and Address of Beneficial Owner | |
Amount of Shares of Common Stock Beneficially Owned | | |
Percent of Class (1) | |
Steven Eisenberg (2) | |
| - | | |
| * | |
Anthony Corpora (3) | |
| 200,000 | | |
| * | |
Olga Smirnova (4) | |
| 1,000,000 | | |
| 1.02 | |
Patricia Salaciak (5) | |
| 100,000 | | |
| * | |
Paul Spivak (6) | |
| 50,316,200 | | |
| 51.42 | |
All Officers and Directors as a Group (4 People) | |
| 1,300,000 | | |
| 1.33 | |
| (1) | As
of the Record Date the Company has 97,848,735 shares of Common Stock outstanding. |
| (2) | Steven
Eisenberg is the Chief Financial Officer and Director of the Company. The address for Mr.
Eisenberg is c/o US Lighting Group, Inc., 1148 East 222nd Street, Euclid, Ohio
44117. |
| (3) | Anthony
Corpora is the Chief Executive Officer and Director of the Company. The address for Mr. Corpora is c/o US Lighting Group, Inc., 1148
East 222nd Street, Euclid, Ohio 44117. |
| (4) | Olga
Smirnova is the Secretary, and a Director of the Company. The amount of shares of Common
Stock beneficially owned by Ms. Smirnova does not include the shares of Common Stock owned
by her husband, Paul Spivak. The address for Ms. Smirnova is c/o US Lighting Group, Inc.,
1148 East 222nd Street, Euclid, Ohio 44117. |
| (5) | Patricia
Salaciak is a Director of the Company. The address for Ms. Salaciak is c/o US Lighting Group,
Inc., 1148 East 222nd Street, Euclid, Ohio 44117. |
| (6) | Mr.
Spivak is the former CEO and Director of the Company. The address for Mr. Spivak is c/o Mig Marine Corp., 1148 East 222nd Street, Euclid, Ohio 44117. The
amount of shares of Common Stock beneficially owned by Mr. Spivak does not include the shares of Common Stock owned by his wife, Olga
Smirnova. |
NAME
CHANGE
The
Board of Directors, and the holders of a majority of the outstanding shares of Common Stock of the Company has adopted a resolution to
change the name of the corporation from “US Lighting Group, Inc.” to “Fuzion5 Corp.” The Company will file the
Articles of Amendment to the Company’s Articles of Incorporation (in the form annexed hereto) with the Secretary of State of Florida.
With the recent shift in business focus of the Company, the Board of Directors recommended the Name Change to better reflect the business
of the Company.
INCREASE
AUTHORIZED SHARES OF COMMON STOCK
The
Board of Directors, and the holders of a majority of the outstanding shares of Common Stock of the Company has adopted a resolution to
increase the authorized number of shares of Common Stock of the Corporation from 100,000,000 to 500,000,000. The Company will file the
Articles of Amendment to the Company’s Articles of Incorporation (in the form annexed hereto) with the Secretary of State of Florida.
Although
at present we have no immediate plans, arrangements or understandings providing for the issuance of the additional shares of Common Stock
that would be made available for issuance upon effectiveness of the Authorized Share Increase, such additional shares may be used by
us for various purposes in the future without further approval from our stockholders. The purposes may include, among other things:
| ● | the
sale of shares to raise additional capital; |
| ● | the
issuance of equity incentives to our employees, officers or directors; |
| ● | establishment
of strategic relationships with other companies and suppliers; and |
| ● | acquisition
of other businesses or products. |
The
availability of additional shares of Common Stock is particularly important in the event that our Board needs to undertake any of the
foregoing actions on an expedited basis and thus to avoid the time and expense of seeking stockholder approval in connection with a contemplated
issuance of common stock.
Increasing
the number of authorized shares of Common Stock will not affect the terms of the outstanding Common Stock or the rights of the holders
of the Common Stock. However, increasing the number of authorized shares of Common Stock may result in potential disadvantages incidental
to issuing such additional stock and thereby increasing the number of outstanding shares of Common Stock, such as dilution of the earnings
per share, which could have a depressive effect upon the market value of our Common Stock and an adverse effect on the voting rights
of current holders of our common stock as their percentage ownership in our Company would be reduced.
Appraisal
Rights
Under
the Florida Business Corporations Act, our stockholders are not entitled to dissenters’ or appraisal rights with respect to the
proposed Actions and changes to our Articles of Incorporation and we will not independently provide our stockholders with any such rights.
THE
AMENDMENT TO OUR ARTICLES OF INCORPORATION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE FAIRNESS OR MERIT OF THE AMENDMENT NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED IN THIS INFORMATION STATEMENT AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
ADDITIONAL
INFORMATION
We
are subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file reports,
information statements and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the Securities
and Exchange Commission (the “SEC”). Reports and other information filed by the Company can be inspected and copied at the
public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material
can also be obtained upon written request addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549
at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information
statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis
and Retrieval System.
The
following documents, as filed with the SEC by the Company, are incorporated herein by reference:
| (1) | Annual
Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March
24, 2021; |
| (2) | Quarterly
Report on Form 10-Q for the quarter ended March 30, 2021, filed with the SEC on May 5, 2021; |
| (3) | Current
Report on Form 8-K filed with the SEC on May 19, 2021; |
| (4) | Current
Report on Form 8-K filed with the SEC on June 11, 2021; |
| (5) | Current
Report on Form 8-K filed with the SEC on August 12, 2021; |
| (6) | Quarterly
Report on Form 10-Q for the quarter ended June 30, 2021, filed with the SEC on August 30,
2021; |
| (7) | Current
Report on Form 8-K filed with the SEC on October 29, 2021; |
| (8) | Quarterly
Report on Form 10-Q for the quarter ended September 30, 2021, filed with the SEC on November
12, 2021; and |
| (9) | Current
Report on Form 8-K filed with the SEC on February 3, 2022. |
You
may request a copy of these filings, at no cost, by writing to the Company at 1148 East 222nd Street
Euclid, Ohio 44117, or telephoning the Company at (216) 896-7000. Any statement contained in a document that is
incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this
Information Statement (or in any other document that is subsequently filed with the SEC and incorporated by reference) modifies or
is contrary to such previous statement. Any statement so modified or superseded will not be deemed a part of this Information
Statement except as so modified or superseded.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
We
will send only one Information Statement and other corporate mailings to Stockholders who share a single address unless we receive
contrary instructions from any Stockholder at that address. This practice, known as “householding,” is designed to
reduce our printing and postage costs. The Company will promptly deliver a separate copy of this document to you if you call or
write to it at the following address or phone number: 1148 East 222nd Street, Euclid, Ohio 44117, or
telephoning the Company at (216) 896-7000. If you want to receive separate copies of our proxy statements, information
statements and annual reports in the future, or if you are receiving multiple copies and would like to receive only one copy for
your household, you should contact your bank, broker, or other nominee record holder, or you may contact the Company at the above
address and phone number.
APPENDIX
Appendix
A – Articles of Amendment to Articles of Incorporation.
|
By
Order of the Board of Directors, |
|
|
Date:
March ---, 2022 |
|
APPENDIX A
Articles of Amendment
to
Articles of Incorporation
of
US Lighting Group, Inc. |
(Name of Corporation as currently filed with
the Florida Dept. of State) |
|
|
(Document Number of Corporation (if known) |
Pursuant to the provisions of section 607.1006, Florida Statutes, this
Florida Profit Corporation adopts the following amendment(s) to its Articles of Incorporation:
A.
If amending name, enter the new name of the corporation:
Fuzion5 Corp. The new name must be
distinguishable and contain the word “corporation,” “company,” or “incorporated” or the abbreviation
“Corp.,” “Inc.,” or Co.,” or the designation “Corp,” “Inc,” or “Co”.
A professional corporation name must contain the word “chartered,” “professional association,” or the abbreviation
“P.A.”
B. Enter new principal office address, if applicable: |
|
(Principal office address MUST BE A STREET ADDRESS ) |
|
|
|
|
|
C. Enter new mailing address, if applicable: |
|
(Mailing address MAY BE A POST OFFICE BOX) |
|
|
|
D. If amending the registered agent and/or
registered office address in Florida, enter the name of the new registered agent and/or the new registered office address:
Name of New Registered Agent |
|
|
|
|
(Florida street address) |
|
|
|
New Registered Office Address: |
|
, |
Florida |
|
|
(City) |
|
|
(Zip Code) |
New Registered
Agent’s Signature, if changing Registered Agent:
I hereby accept
the appointment as registered agent. I am familiar with and accept the obligations of the position.
|
|
|
Signature of New Registered Agent, if changing |
Check if applicable |
|
☐ |
The amendment(s) is/are being filed pursuant to s. 607.0120 (11) (e), F.S. |
If
amending the Officers and/or Directors, enter the title and name of each officer/director being removed and title, name, and address
of each Officer and/or Director being added:
(Attach
additional sheets, if necessary)
Please
note the officer/director title by the first letter of the office title:
P
= President; V= Vice President; T= Treasurer; S= Secretary; D= Director; TR= Trustee; C = Chairman or Clerk; CEO = Chief Executive Officer;
CFO = Chief Financial Officer. If an officer/director holds more than one title, list the first letter of each office held. President,
Treasurer, Director would be PTD.
Changes
should be noted in the following manner. Currently John Doe is listed as the PST and Mike Jones is listed as the V. There is a change,
Mike Jones leaves the corporation, Sally Smith is named the V and S. These should be noted as John Doe, PT as a Change, Mike Jones, V
as Remove, and Sally Smith, SV as an Add.
Example:
X |
Change |
|
|
|
PT |
|
John
Doe |
|
|
|
|
|
|
|
|
|
|
|
|
X |
Remove |
|
|
|
V |
|
Mike
Jones |
|
|
|
|
|
|
|
|
|
|
|
|
X |
Add |
|
|
|
SV |
|
Sally
Smith |
|
|
|
|
|
|
|
|
|
|
|
|
Type
of Action |
|
Title |
|
Name |
|
Address |
(Check
One) |
|
|
|
|
|
|
|
|
|
|
|
|
|
1) |
|
|
Change |
|
CEO |
|
Paul
Spivak |
|
1148
E 222D ST |
|
|
|
Add |
|
|
|
|
|
EUCLID,
OH 44117 |
|
X |
|
Remove |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2) |
|
|
Change |
|
D |
|
Paul
Spivak |
|
1148
E 222D ST |
|
|
|
Add |
|
|
|
|
|
EUCLID,
OH 44117 |
|
X |
|
Remove |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3) |
|
|
Change |
|
D |
|
Patricia
Salaciak |
|
1148
E 222D ST |
|
X |
|
Add |
|
|
|
|
|
EUCLID,
OH 44117 |
|
|
|
Remove |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4) |
|
|
Change |
|
|
|
|
|
|
|
|
|
Add |
|
|
|
|
|
|
|
|
|
Remove |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5) |
|
|
Change |
|
|
|
|
|
|
|
|
|
Add |
|
|
|
|
|
|
|
|
|
Remove |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6) |
|
|
Change |
|
|
|
|
|
|
|
|
|
Add |
|
|
|
|
|
|
|
|
|
Remove |
|
|
|
|
|
|
E. If amending or adding additional Articles, enter change(s) here:
(Attach additional sheets, if necessary). (Be specific)
Article
8.1 is to be deleted and replaced with the following:
“8.1
Authorized Shares: The total number of shares of capital stock that the Corporation has the authority to issue is five hundred ten
million (510,000,000). The total number of shares of common stock that the Corporation is authorized to issue is five hundred
million and the par value of each such shares of common stock is one-hundreth of one cent ($.0001) for an aggregate par value of
fifty thousand dollars ($50,000). The total number of shares of preferred stock that the Corporation is authorized to issue is ten
million (10,000,000) and the par value of each share of such preferred stock is one-hundreth of one cent ($.0001) for an aggregate
par value of one thousand dollars ($1,000).
F. If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself:
(if
not applicable, indicate N/A)
The
date of each amendment(s) adoption: February 8, 2022, if other than the date this document was signed.
Effective date if applicable: |
|
|
(no more than 90 days after amendment file date) |
Note: If
the date inserted in this block does not meet the applicable statutory filing requirements, this date will not be listed as the document’s
effective date on the Department of State’s records.
Adoption of Amendment(s) (CHECK
ONE)
☐ | The amendment(s) was/were adopted by the incorporators, or
board of directors without shareholder action and shareholder action was not required. |
☒ | The amendment(s) was/were adopted by the shareholders. The number of votes cast for the amendment(s)
by the shareholders was/were sufficient for approval. |
☐ | The amendment(s) was/were approved by the shareholders through
voting groups. The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s): |
|
“The number of votes cast for the amendment(s) was/were sufficient for approval |
|
|
|
by |
|
.” |
|
|
(voting group) |
|
|
Signature |
|
|
|
(By a director, president or other officer – if directors or officers have not been selected, by an incorporator – if in the hands of a receiver, trustee, or other court appointed fiduciary by that fiduciary) |
|
|
|
(Typed or printed name of person signing) |
|
|
|
|
|
(Title of person signing) |
A-4
Grafico Azioni US Lighting (PK) (USOTC:USLG)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni US Lighting (PK) (USOTC:USLG)
Storico
Da Lug 2023 a Lug 2024