Item 1.01 Entry into a Material De?nitive Agreement.

On August 5, 2022, the "Company entered into a Stock Purchase Agreement (the "Agreement") with Paul Spivak, a related party, ("Seller"), whereby the Company agreed to acquire one hundred percent of the outstanding shares of common stock of Mig Marine in exchange for a promissory note of $6,195,000 (the "Promissory Note") and a deposit of $683,333 payable on or before August 05, 2023, together representing one hundred percent seller financing of the transaction. The parties agreed that certain assets of Mig Marine were to be excluded from the purchase as more fully set forth in the Agreement. The following are the material terms of the Promissory Note: interest accrues at the rate of 6.25 per annum commencing September 5, 2022; principal and interest will be repaid in consecutive monthly installments of principal and interest, amortized over five years, on the first day of each month commencing the month following execution of the Promissory Note and continuing until August 5, 2027.

The foregoing summary of the terms of the Agreement and Promissory Note are subject to, and qualified in their entirety, to the Agreement and Promissory Note respectively which are included as exhibits to this Report and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On August 5, 2022, the Company closed on the acquisition of all of the outstanding common stock of Mig Marine pursuant to the terms of the Agreement and Promissory Note as set forth in Item 2.01 (which discussion is incorporated by reference herein).

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The following financial statements of Mig marine are filed as Exhibit 99.2 to this Current Report on Form 8-K/Amendment 1:

(i) Audited financial statements as of and for the years ended December 31, 2021 and 2020.





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(b) Pro Forma Financial Information

The following unaudited pro forma condensed combined financial statements are filed as Exhibit 99.3 to this Current Report on Form 8-K/Amendment 1:

(i) Unaudited pro forma condensed combined balance sheet as of June 30, 2022

(ii) Unaudited pro forma condensed combined income statement for the six months period ended June 30, 2022





(d) Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:





Exhibit No.   Description
10.01           Stock Purchase Agreement between US Lighting Group, Inc. and Paul
              Spivak dated August 5, 2022 (including Promissory Note dated August 5,
              2022). (filed as an Exhibit to the Company's Form 8-K filed with the SEC
              on August 11, 2022 and incorporated herein by reference.)
99.1            Financial Statements and Notes for Mig Marine Corp. for the years
              ended December 31, 2021 and 2020.
99.2            Unaudited pro forma condensed combined financial statements.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).




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