Filed 2025-06-25 · Period ending 2024-12-31 · 38,139 words · SEC EDGAR
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# US NUCLEAR CORP. (UCLE) — 10-K **Filed:** 2025-06-25 **Period ending:** 2024-12-31 **Accession:** 0001213900-25-057524 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1543623/000121390025057524/) **Origin leaf:** 4c2d46386067368c636bff0b1a9fec0952923283b55076173c82c354880a43b4 **Words:** 38,139 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **** **Form 10-K** (Mark One) A**NNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** **** **For the fiscal year ended December 31, 2024** **** **TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** For the transition period from ______________ to ______________ Commission file number000-54617 **US NUCLEAR CORP.** (Exact name of registrant as specified in its charter) | Delaware | | 45-4535739 | | | State or other jurisdiction of Incorporation or organization | | (I.R.S. Employer Identification No.) | | c/o Robert I. Goldstein 7051 Eton Avenue Canoga Park, CA 91303 (Address of principal executive offices) (818) 883-7043 (Registrants telephone number, including area code) Securities registered under Section 12(b) of the Exchange Act: None. Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.0001 par value per share (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (229.405) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. | Large accelerated filer | | Accelerated filer | | | | Non-accelerated filer | | Smaller reporting company | | | | Emerging growth company | | | | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If the securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes No State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter. $2,914,814 as of June 30, 2024. The number of shares of the Registrants common stock outstanding as of May 29, 2025, was 59,629,204. **US NUCLEAR CORP.** **FORM 10-K** **TABLE OF CONTENTS** | | | | | Page | | | | | PART I | | | | | | | | | | | | Item 1. | | Business | | 1 | | | Item 1A. | | Risk Factors | | 6 | | | Item 1B. | | Unresolved Staff Comments | | 17 | | | Item 1C. | | Cybersecurity | | 17 | | | Item 2. | | Properties | | 18 | | | Item 3. | | Legal Proceedings | | 18 | | | Item 4. | | Mine Safety Disclosures | | 18 | | | | | | | | | | | | PART II | | | | | | | | | | | | Item 5. | | Market for Registrants Common Equity, Related Stockholder Matters | | 19 | | | Item 6. | | [ReseRved] | | 21 | | | Item 7. | | Managements Discussion and Analysis of Financial Condition and Results of Operations | | 21 | | | Item 7A. | | Quantitative and Qualitative Disclosures About Market Risk | | 24 | | | Item 8. | | Financial Statements and Supplementary Data | | 24 | | | Item 9. | | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure | | 24 | | | Item 9A. | | Controls and Procedures | | 24 | | | Item 9B. | | Other Information | | 25 | | | Item 9C. | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | 25 | | | | | | | | | | | | PART III | | | | | | | | | | | | Item 10. | | Directors, Executive Officers and Corporate Governance | | 26 | | | Item 11. | | Executive Compensation | | 29 | | | Item 12. | | Security Ownership of Certain Beneficial Owners and Management | | 31 | | | Item 13. | | Certain Relationships and Related Transactions | | 32 | | | Item 14. | | Principal Accountant Fees and Services | | 32 | | | | | | | | | | | | PART IV | | | | | | | | | | | | Item 15. | | Exhibits and Financial Statement Schedules | | F-1 | | | | | SIGNATURES | | 34 | | i **PART I** **Special Note Regarding Forward-Looking Statements** Information included or incorporated by reference in this Annual Report on Form 10-K contains forward-looking statements. All forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of the Company. 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. Forward-looking statements may contain the words believes, project, expects, anticipates, estimates, forecasts, intends, strategy, plan, may, will, would, will be, will continue, will likely result, and similar expressions, and are subject to numerous known and unknown risks and uncertainties. Additionally, statements relating to implementation of business strategy, future financial performance, acquisition strategies, capital raising transactions, performance of contractual obligations, and similar statements may contain forward-looking statements. In evaluating such statements, prospective investors and shareholders should carefully review various risks and uncertainties identified in this Report, including the matters set forth under the captions Risk Factors and in the Companys other SEC filings. These risks and uncertainties could cause the Companys actual results to differ materially from those indicated in the forward-looking statements. The Company disclaims any obligation to update or publicly announce revisions to any forward-looking statements to reflect future events or developments. Although forward-looking statements in this Annual Report on Form 10-K reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading Risk Factors Related to Our Business below, as well as those discussed elsewhere in this Annual Report on Form 10-K. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We file reports with the Securities and Exchange Commission (SEC). You can read and copy any materials we file with the SEC at the SECs Public Reference Room, 100 F. Street, NE, Washington, D.C. 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. *We disclaim any obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Annual Report on Form 10-K. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Annual Report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.* **ITEM 1. BUSINESS** **** **Corporate History** **** US Nuclear Corp f/k/a APEX 3 Inc., was incorporated in the State of Delaware on February 14, 2012, and has since amended its name to US Nuclear Corp., (US Nuclear) on May 4, 2012 with the State of Delaware. US Nuclear Corp was formed as a vehicle to pursue a business combinationwith an operating company that would have perceived benefits of becoming a publicly traded corporation.Optron Scientific was incorporated in the State of California in 1971 and is the operating company of US Nuclear Corp with two divisions, Optron Scientific Company, Inc., doing business as (DBA) Technical Associates and Overhoff Technology Corporation, both of which design, manufacture and market detection and monitor systems that are used to detect and identify radioactive material, leaks, waste, contamination, biohazards, nuclear material, as well as products used in airports, cargo, screening as ports and borders, government buildings, hospitals, and other critical infrastructure, as well as by the military and emergency responder services The company uses a wide range of technologies including x-ray, trace detection, millimeter-wave, infra-red, tritium detection, and diagnostics in its product applications. **** 1 **** US Nuclear Corpis a smaller reporting company under SEC Rule 405 because it has a public float of less than $250 million and has annual revenues of less than $100 million during the most recently completed fiscal year for which audited financial statements are available. As a smaller reporting company, pursuant to Rule 8-01 of Regulation S-X, the Company is only required to produce financial statements as follows: (a) audited balance sheet as of the end of each of the most recent two fiscal years, or as of a date within 135 days if the issuer has existed for a period of less than one fiscal year, (b) audited statements of income, cash flows and changes in stockholders equity for each of the two fiscal years preceding the date of the most recent audited balance sheet (or such shorter period as the registrant has been in business), and (c) interim reviewed financial statements for the current period if the filing is more than 135 days after the end of your fiscal year. Any and all amendments shall include updated interim or audited financial statements if the financial statements in the prior filing are more than 135 days old. On October 15, 2013, US Nuclear Corp f/k/a APEX 3 Inc., a Delaware corporation (the Company), entered into an Agreement and Plan of Merger between the Company, Robert I. Goldstein, US Nuclear Acquisition Corp (Merger Sub), a California corporation and Optron Scientific Company, Inc. dba Technical Associates, (Optron Scientific) a California corporation and the parent company of Overhoff Technology Corp. The Agreement and Plan of Merger provided for the acquisition by the Company of all of the outstanding shares of Optron Scientific through a reverse merger of Merger Sub into Optron Scientific, the surviving corporation. We have filed the Agreement and Plan of Merger as Exhibits 3.4 and 2.1 with this statement and with the State of California. As part of the Agreement and Plan of Merger with Optron Scientific the parties agreed to an exchange of shares, in which all of the 98,372 issued and outstanding shares of Optron Scientific were exchanged for 9,150,000 shares of the Company. Prior to the share exchange, Mr. Goldstein was the sole owner of 98,372 shares of Optron Scientific Company, Inc., which represented all of the outstanding shares of Optron Scientific Company, Inc. Mr. Goldstein was the owner of 9,150,000 shares of US Nuclear Corp prior to the merger, and 9,150,000 shares of US Nuclear Corp were issued to him as a result of the merger in exchange for 98,372 shares of Optron Scientific Company, Inc. In conjunction with the Agreement and Plan of Merger, US Nuclear Corp, Optron Scientific and Robert I. Goldstein entered into a Cancellation Agreement which provided for the cancellation of 9,150,000 shares of US Nuclear Corp held by Robert I. Goldstein, in consideration of his entering into the Agreement and Plan of Merger, which provided for his right to acquire 9,150,000 shares of US Nuclear Corp after it had the value of the ownership of Optron Scientific. As part of the consideration for the merger transaction, the share value of Mr. Goldsteins shares of the Company prior to the merger was estimated at the par value of the shares, or 9,150,000 times the par value of .0001 per share. After the merger, the newly issued 9,150,000 shares of the Company held by Mr. Goldstein had a value of 85.51 percent of the total value of the outstanding stock of the Company after its acquisition of all of the stock of Optron Scientific. The Agreement and Plan of Merger was signed by Mr. Goldstein in his individual capacity and as President and Chief Executive Officer of the Company and as President and Chief Executive Officer of Optron Scientific, and of Merger Sub. The Cancellation Agreement was signed by Mr. Goldstein in his individual capacity and as President, and Chief Executive Officer of the Company and of Optron Scientific. The Corporate Secretary of each of the companies, Darian B. Andersen, also signed on behalf of each of the companies. The remaining 1,550,000 outstanding shares of US Nuclear Corp, which are held by Richard Chiang, were unaffected by the Cancellation Agreement.**** **** 2 Following the merger, we began to provide a full line of radiation detection equipment and services to clients industries that range from nuclear reactor plants, universities, local and state hospitals, government agencies, and emergency medical technicians or EMT/first responders. The Companys nuclear radiation safety detection equipment company has its roots from the famous Manhattan Project of the 1940s. In 1971, Allen Goldstein, the father to our current President and CEO, Robert Goldstein, acquired the assets of Technical Associates and incorporated the company. The Company designed and built the first industrial grade radiation monitors and continues to innovate its legacy with new product engineering for radiation measurement and safety instruments. The Company designs and manufactures nuclear radiation detection and safety equipment, survey meters, air and water monitors, port security equipment and tritium air monitors. The Companys customers are diverse groups such as Homeland Security, Lawrence Livermore Labs, Los Alamos National Labs, Department of Defense, FBI, CIA, US Navy, Chevron Corporation, Bechtel Corporation, Biotechnology Laboratories, Hospitals, Universities, and Civil Emergency Management departments such as Fire, Paramedics and Law Enforcement. The Company is headquartered in Canoga Park, California and the Company can be accessed through its websites on the Internet at usnuclearcorp.com, tech-associates.com and overhoff.com. The Companys four divisions consisting of Optron Scientific Company Inc., DBA Technical Associates, Overhoff Technology Corporation, Electronic Control Concepts, and Cali From Above, offer over 200 products that service and address the nuclear power industry, domestically and internationally. Technical Associates specializes in the design and manufacture of radiation detection equipment monitors and hand-held devices. Overhoff Technology Corporation specializes in the design and manufacture of tritium air monitors and water monitors. Electronic Control Conceptsspecializes in test and maintenance meters forx-ray machines for both medical and industrial users. Cali From Above offers specialized inspection services from height and difficult-to-access locations with the use of unmanned aerial vehicles (UAVs). **Technology and Products** The Company designs and develops both technologies in-house by its CEO, Robert I. Goldstein as well as offers products from other manufacturers. Mr. Goldsteins extensive experience of over forty years in the field of nuclear radiation detection has allowed the Company to achieve significant recognition that has been approved by US Federal standards set by the Environmental Protection Agency (EPA), Food and Drug Administration (FDA) and the Nuclear Regulatory Commission (NRC). The Company has complete ownership of all of its technology and there are no licenses held by any outside party. No persons, company, vendor, distributor or contractor holds any title or claim to any of the Companys work or technology. The Company believes that its technology and business is defensible due to the fact that the barriers of entry are high and technically complex. The Company has sought out niche markets in its business by becoming a leading category player in devices such as Tritium equipment. The Companys products consist of radiation water monitors, tritium monitors, air and water monitors, nano-second x-ray monitors, and vehicle, personnel, exit and room monitors. The Company also offers handheld survey meters/dosimeters, and port security equipment, along with supporting software and services. **Radiation Water Monitors** US Nuclear Corps radiation water monitors allow detection of radioactive materials in drinking water, ground water, rainfall, rivers, and lakes. In order to detect radioactive materials, the emitted radiation must travel from the radiation emitter to the detector. Alpha, Beta, Gamma, and Neutron radiation moves well through air, but poorly through water. The complexity of detecting radiation in water and developing an efficient monitor has given the Companys monitors a reasonable edge against competitors, and for this reason, has limited competition in the water monitor business. The Company has invested more than ten years developing highly sensitive detectors for this market, giving it a clear advantage over competitors. The Companys radiation water monitors are used to check for radioactive materials being released as liquid effluent in drain pipes by universities, hospitals, pharmaceutical companies, oil and gas extraction facilities, industrial chemical plants, and nuclear reactor plants. **Tritium Monitors** ** US Nuclear Corp is one of very few companies that currently operate within the tritium space. The Companys Overhoff Technology Corp unit is a leading manufacturer of tritium detection and monitors. The demand for tritium detection and monitors are steadily increasing as countries develop solutions to their energy needs.In addition to CANDU reactors (Canada Deuterium Uranium), the next generation of nuclear reactors called Molten Salt Reactors, (MSR) and Liquid-Fluoride Thorium Reactors (LFTR) utilize fuels other than traditional uranium and plutonium sources. Thorium, which is more significantly abundant than uranium, is very difficult to use to create nuclear weapons, is favored by many governments, and as a source of conventional energy it has been proven to be highly effective. By way of energy production, MSR and LFTRs produce high amounts of tritium which need to be constantly monitored for detection. Additionally, the waste products of LFTR reactors are less hazardous than the current light-water uranium-plutonium reactors, and thus, LFTR reactors provide higher level of safety and security against terrorist threats. The Company expects that a significant portion of its future sales and business strategy is tied to the growth of MSR and LFTRs, as well as from CANDU reactors. 3 Tritium is produced naturally in the upper atmosphere when cosmic rays strike nitrogen molecules in the air. More commonly, tritium is produced during nuclear weapons explosions, and as a byproduct in reactors producing electricity.Generally, tritium has several important uses; its most significant contribution is its use as a component in the triggering mechanism in thermonuclear weapons. Very large quantities of required for the maintenance of nuclear weapons capabilities. Tritium is also produced commercially in nuclear reactors, as well as used in various self-luminescent devices, such as exit signs in buildings, aircraft dials, gauges, luminous paints, and wristwatches. In the mid-1950s and early 1960s, tritium was widely dispersed during above-ground testing of nuclear weapons. Today, sources of tritium come from commercial nuclear reactors, research reactors, and government weapons production plants. Tritium may also be released as steam from these facilities or may leak into the underlying soil and ground water. Additionally, self-luminescent devices illegally disposed in municipal landfills come into contact with water which pass through water ways, carrying dangerous levels of tritium. Tritium holds a very dangerous health risk and high levels of exposure to tritium increases risk of developing cancer. To combat tritium leaks and to maintain acceptable levels, the Company has developed several tritium monitors to gauge tritium in water and in the air. **Alpha, Beta, Gamma and Tritium Monitors** ** US Nuclear Corps radiation water monitors allow detection of radioactive materials in drinking water, ground water, rainfall, rivers, and lakes. In order to detect radioactive materials, the emitted radiation must travel from the radiation emitter to the detector. Alpha, Beta, Gamma, and Neutron radiation moves well through air, but poorly through water. The complexity of detecting radiation in water and developing an efficient monitor has given the Companys monitors a reasonable edge against competitors, and for this reason, has limited competition in the water monitor business. The Company has invested more than ten years developing highly sensitive detectors for this market, giving it a clear advantage over competitors. The Companys radiation water monitors are used to check for radioactive materials being released as liquid effluent in drain pipes by universities, hospitals, pharmaceutical companies, oil and gas extraction facilities, industrial chemical plants, and nuclear reactor plants. For the past 20 years, Overhoff Technology has been devoted exclusively to the design, manufacturing and servicing of Tritium monitors. Overhoff Technology has leading control over market share in the Tritium monitor space as the top maker of Tritium monitors. Tritium monitors are a highly delicate process and are particularly dependent on the selection of the finest materials such as Teflon for low leakage insulators and nafion membranes for separation of noble gas from Tritium. The Companys Overhoff DC amplifiers called electrometers are stable with the ability to register small currents down to the femto-ampere level,10-13to 10-15ampre range. The Overhoff electrometer also has the unique ability to reject false counts from Radon gas. Because Tritium is a radioactive material, the Nuclear Regulatory Commission (NRC) regulations and state health agencies require Tritium to be measured at every nuclear power plant, all national laboratories, in the nuclear-powered Navies of the United States, France and the United Kingdom, at weapons facilities, at pharmaceutical and pesticide research facilities, and at Fusion Power research sites. **DroneRAD Aerial Radiation Detection** US Nuclear Corp has partnered with FlyCam UAV (a drone manufacturer). The two companies have married their two technologies with theNEO,an all-weather UAV octocopter capable of carrying a number of radiation and chemical detection sensors. With the advent of merging FlyCam UAVs NEO and US Nuclear Corp sensor technology aerial radiation and chemical detection is now a reality.The DroneSensor system (the first of its kind) uses state-of-the-art industrial grade drones carrying radiation & chemical sensors. Wireless transmission to ground station provides real-time data.Having these UAV mounted sensors quickly and efficiently surveying large areas for contamination eliminates risk to human life. 4 **Air and Water Monitors** The Companys Overhoff Air Monitors come in both hand-held portables and mid-to large-sized air and stack monitors. These are classified as Dual Ion Chamber style detectors or Dual Proportional Detectors. The sample flows into one chamber where ionization current is measured, and at the same time a sealed background detector of the same volume measures the ionization current due to any external gamma emitters plus the addition of background from radioactive minerals in the soil with cosmic rays. The current from the background chamber is subtracted from the current in the main sample chamber to give the net tritium level without distortion from radon or gamma in the background. In nuclear power plants, radioactive noble gases are also in the air stream in small or large quantities. Overhoff combats this problem using Dow Chemical Nafiontubing which physically separates the noble gases from the tritium oxide prior to measurement. The Company is currently expecting a large number of its users and larger numbers of its competitors customers will need to replace or supplement their current air and stack monitors to combat the two biggest pollution nuclides now coming out of nuclear power plants, tritium and C-14. As of today, only US Nuclear Corp offers these full-service monitors. **** **Vehicle Monitors, Personnel Monitors, Exit Monitors and Room Monitors** The Companys suite of radiation monitors can be used in various scenarios where humans may come into contact with radiation contamination. The Companys Vehicle Monitors, Personnel Monitors, Exit Monitors and Room Monitors are effective tools in detection of radiation in hospitals where radioactivity is used in many departments such as nuclear medicine, oncology, blood labs, and imaging. Since radiation is also used in diagnosing and treating cancer, and since some cancers can develop in any organ, each department in a hospital becomes involved, from ophthalmology to thoracic medicine. Additionally, the Companys monitors are used to check hospital laundry to detect any radiation on clothes as well as in trash bins before they are picked up by the applicable waste management team. Lastly, the Companys monitors can be placed in the entrance of hospitals in case there is an incident at a nearby nuclear power plant. These monitors are the first line of defense against further contamination, by providing early warning detection; doctors can provide treatment without placing other patients and staff in direct contact with patients who are contaminated with radiation. ** **Radon Air Monitors and Radon Switch Products** **** The Company produces a full line of radon air monitors and switches that are used to determine the radon content in the air in basements, mills, mines, buildings, or anywhere that radon concentration is a concern. The radon switch products activate and controls radon mitigation fans. These switches have a built-in computer storage with data storage. The Company also makes a radon tritium monitor that is a portable instrument used for detection and measurement of airborne Vadose zone, between the top of the ground surface to the water table. **Handheld Survey Meters and Personal Dosimeters, Pocket Micro-R Meters** The Companys survey meters are light-weight, hand-held radiation detectors. They function as general-purpose radiation survey meters, but also serve as special purpose survey meters. For example, the Companys radon monitors are used in mines where workers are at risk for breathing radon gas along with air. The Companys surface monitors are used in hospitals, research labs, even in high school chemistry and physics labs to check for radioactive contamination on lab benches. Friskers are used to check if workers hands or shoe bottoms have picked up any radiation contamination and the Companys Gamma survey meter check packages at post offices or airports for radiation, along with scrap metals at collection points and again before it is accepted for processing. **Port Security Equipment** ** Due to increased terror threats from IED (Improvised Explosive Devices), dirty bombs and potential radioactive materials following 9/11 at shipping ports, we began utilizing passive detectors to review radiation emanating from inside containers. While other port security scanners generally use radioactive materials or x-ray generating machines to check everything from shipping containers, Federal Express, USPS (United States Postal Service) packages, and luggage for contraband, our scanner solutions do not use radiation, allowing for safe usage by investigators. We were approached by the FDA after the events of 9/11, and we designed our P-8Neon Quick-Scan X-ray detector to provide complete scanning without releasing any harmful radiation in the process. Our RAD-CANSCAN machines can measure which shipping containers hold radioactive materials by mapping inside the container so that TSA personnel will know the results without having to open each container. Additionally, our TBM-6SPE is a multi-detector system that lets an investigator check specifically for each of the four main emissions of radiation, Alpha, Beta, Gamma and Neutrons. 5 **** **Software** The Companys Overhoff Overview software program provides centralized radiation and environmental monitoring for entire facilities within one building or several square miles allowing monitoring of a nuclear power plant or subway station. Overview accepts data from networked radiation detectors, environmental monitors and webcams, and allows the user to view and generate reports on the data, as well as track maintenance due on instruments. Additionally, Overview lets the user see real-time monitoring for differential pressure on containment boxes or rooms. Our software measures gamma and neutron radiation levels, airborne radioactivity levels, temperature and humidity in the facility, status of security doors, wind speed and direction, and barometric pressure. **** **ITEM 1A. Risk Factors** **Risks Related to Our Business and Industry** **** **Our business is intensely competitive, and our revenues are unpredictable as a small company.** **** We compete with a formidable group of competitors in our business, many of which have greater resources and capabilities than our company. There are numerous companies that have established businesses and command larger market share such as Thermo Fisher Scientific, Canberra Industries, and Mirion Technologies, Ludlum Measurements, Smiths Detection and Lab Impex Systems Ltd. Many of these companies have products and services that compete directly with ours and many of them are supported with larger marketing budgets and sales staff that can provide stronger sales coverage and support to customers than our capabilities. Furthermore, competitors may have technological advantages and may be able to implement new technologies more rapidly than our Company. Additionally, to the extent of our bookings, we cannot accurately predict to a large degree of certainty what annual revenues and income outlook may be. Due to our relatively small size, many factors may contribute to differences in the future and therefore cannot be assured in any manner. The market for nuclear radiation safety equipment is dependent upon a number of factors beyond the Companys control, which cannot be accurately predicted. Some of these factors include pricing, competition from new entrants, newer technologies, market regulation and government policy, as well as overall market demand. Other factors include fossil fuel energy prices that may have an effect upon nuclear energy demand. Lower oil, natural gas, and coal prices may result in less favorable decisions to pursue nuclear energy as a source of energy. **We rely heavily on our international customers for business and expect to continue to rely on international customers in the future.** Our international revenues were 23.82% of our total revenue in 2024. This was an increase of 12.39% from 2023 and was a result of managements ability to field new orders and inquires and engage new customers overseas. We believe that South Korea, Japan and Australia in the Southeast Asian region, and France, Germany and other countries in Eastern and Western Europe, should be major contributors to our growth in revenues over the next few years. While we maintain steady growth domestically, the international side of our business may be a larger component as nuclear technology and rapid development for clean energy grows abroad. There can be no assurances as to our growth projections and our risk profile as we depend upon increased foreign customers for business. **Government Regulation** Although the sales of our equipment are not generally regulated by any local or federal government agency, the nuclear power industry itself is highly regulated by the Nuclear Regulatory Commission. As an independent agency of the United States government, the NRC is responsible for overseeing reactor safety, security, reactor licensing, renewal, radioactive material safety, and spent fuel disposal. The effects of the NRCs policies therefore have an effect on our business. The impact of any negative decision in the nuclear power industry will ultimately affect us. We may also be affected by foreign government policy and regulation not covered by the NRC. **Nuclear Power, Fossil Fuel and Renewal Energy** While the conventional Fission based nuclear power industry is a key component of the generation of electricity in the world, there are new technologies in both fission and fusion reactors, that are transforming the entire industry. SMR (Small Modular Reactors) are much less expensive to build and operate, while being much safer as well. This technology should be available over the next 3-5 years and is expected to be the fastest growing source of nuclear power generation in the next decade and beyond. The current landscape of nuclear power according to the Nuclear Regulatory Commission, or NRC, states that as of May 2023, there were 32 countries worldwide operating 436 nuclear reactors in operation in the world, with 57 new reactors under construction in 11 countries. Within the United States, there are 93 nuclear power plants providing 19% of the countrys total electric energy generation. Additionally, 28 of the 50 US states generate electricity from nuclear power plants, and four states, New Hampshire, South Carolina, Connecticut, and Illinois rely on nuclear power for more than 50 percent of their electricity. Recent estimates indicate that the United States produced approximately 30% of the worlds gross nuclear-generated electricity in 2023 with France at 18%, China 16%, Japan 9% Russia 8%, South Korea 7%, and the rest of the world at 11%. However, only two conventional nuclear power plants were under construction in 2023, the Vogtle Plants, in eastern Georgia. Overall, about 30 countries are considering, planning, or starting nuclear power programs. These range from sophisticated economies to developing nations.Bangladesh, Egypt and Turkey are all constructing their first nuclear power plants. In July 2022, the European Parliament endorsed labeling all nuclear energy projects green, allowing them access to loans and subsidies. In the context of emissions, nuclear power is considered to be green and clean. It produces zero carbon emissions and does not produce other noxious greenhouse gases. It is difficult to predict if these plans domestically and internationally will materialize or be postponed indefinitely were negative market forces to develop. 6 **Nuclear Fusion Power Research and Prototypes** While it will be some years before commercial fusion power plants will be supplying electricity, already in 2023, the US Department of energy (DOE) lists 124 active fusion power laboratories working to make energy by fusing Tritium and Deuterium, resulting in a growing market for Tritium detection equipment. **Opponents to Nuclear Energy are formidable due to concerns over safety.** Maintaining the demand for our products and future growth in demand will depend in part upon continued acceptance of nuclear technology as a means of generating electricity. In many cases, countries have embraced nuclear technology because alternate means of energy have either been at a high cost with heavy pollution, or other means have not been practical. However, incidents involving nuclear energy production, such as overheating reactors, radiation leaks and reactor melt-downs, can cause a significant decrease in public acceptance of nuclear technology. Events at the Fukushima Daiichi nuclear complex in Japan on March 11, 2011 may have adverse long-term effects in some countries decision to either continue using nuclear power or suspend its nuclear power program. While the long-term impact is unclear, several countries have suspended operations at existing nuclear power plants. Specifically, on May30, 2011, Germany announced that in addition to the permanent closure of eight reactors and with only three nuclear power plants left with a license to operate at full capacity, the nuclear phase out in Germany is almost complete. Switzerland has made a policy decision to phase out of their 5 reactors by 2034. Italy, while not having any operating reactors, has implemented a moratorium on nuclear power. The ultimate results of these safety reviews and/or public resistance to nuclear technology may lead to suspension or cancellation of permitting and development activities, license extensions of existing nuclear facilities, and possibly even the closure of operating nuclear facilities by one or more countries. Lack of public acceptance of nuclear technology would adversely affect the demand for nuclear power and therefore demand for radiation detection equipment. **Continued growth of CANDU reactors and rapid development of next generation Molten Salt (MSR) and Liquid-Fluoride Thorium Reactors (LFTR).** **** The Company relies on continued growth and orders from CANDU reactors (Canada Deuterium Uranium), and rapid development of the next generation of nuclear reactors called Molten Salt Reactors, (MSR) and Liquid-Fluoride Thorium Reactors (LFTR), for its tritium-based equipment. MSR and LFTR are new types of reactors that utilize thorium as a fuel rather than traditional uranium or plutonium. Thorium is a more abundant element than uranium. Many countries with heavy energy needs such as China have begun to adopt MSR and LFTR programs. However, the numbers of these types of reactors are still small in numbers and there can be no assurances that they will ever reach large numbers capable of sustaining rapid growth and development for nuclear-radiation safety products such as our tritium equipment. If CANDU reactors experience adverse events such as long-term inactivity due to political or environmental concerns, or economic issues, and if MSR and LFTR reactors fail to develop beyond its current growth forecasts worldwide, the Company will experience lower demand for its products which would have an adverse effect on the Companys sales and profitability. **Failure to make accretive acquisitions and successfully integrate them could adversely affect our future financial results.** As part of our growth strategy, we plan to seek, when management deems advantageous to the Company, to acquire complementary (including competitive) businesses, facilities or technologies and enter into joint ventures. Our goal is to make such acquisitions, integrate these acquired assets into our operations and reduce operating expenses. The process of integrating these acquired assets into our operations may result in unforeseen operating difficulties and expenditures and may absorb significant management attention that would otherwise be available for the ongoing development of our business. We cannot assure you that the anticipated benefits of any acquisitions will be realized. In addition, future acquisitions by us could result in potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities and amortization expenses related to goodwill and other intangible assets, any of which can materially and adversely affect our operating results and financial position. Acquisitions also involve other risks, including entering geographic markets in which we have no or limited prior experience and the potential loss of key employees. 7 **We have filed a provisional patent for our product based on our tritium products but hold no current patents on our products, and our business employs proprietary technology and information which may be difficult to protect and may infringe on the intellectual property rights of third parties.** **** In general, we rely primarily on a combination of trade secrets, copyright and trademark laws, and confidentiality procedures to protect our technology. Due to the technological change that characterizes our business, we believe that the improvement of existing products, reliance upon trade secrets and unpatented proprietary know-how and the development of new products are generally as important as patent protection in establishing and maintaining a competitive advantage. We have currently filed a provisional utility-type patent on our tritium products to protect our intellectual property, but currently rely on trade secrets, proprietary know-how and technology that we seek to protect, in part, by confidentiality agreements with prospective joint venture partners, employees and consultants. We cannot assure you that these agreements will not be breached, that we will have adequate remedies for any breach, or that our trade secrets and proprietary know-how will not otherwise become known or be independently discovered by others. Other than the provisional patent, we currently do not hold patents from the United States Patent and Trademark Office on any of our products we manufacture. Our success depends, in part, on our ability to keep competitors from reverse engineering our products, maintain trade secrecy and operate without infringing on the proprietary rights of third parties. We cannot assure you that the patents of others will not have an adverse effect on our ability to conduct our business, that any of our trade secrets and applications will be protected, that we will develop additional proprietary technology that is defensible against theft or will provide us with competitive advantages or will not be challenged by third parties. Further, we cannot assure you that others will not independently develop similar or superior technologies, duplicate elements of our technology or design around it. It is possible that we may need to acquire licenses to, or to contest the validity of, issued or pending patents or claims of third parties. We cannot assure you that any license acquired under such patents would be made available to us on acceptable terms, if at all, or that we would prevail in any such contest. In addition, we could incur substantial costs in defending ourselves in suits brought against us for alleged infringement of another partys patents or in defending the validity or enforceability of any patents we may seek in the future, or in bringing patent infringement suits against other parties. In December, 2013, we were granted a registered trademark of the US Nuclear Corp name and logo from the United States Patent and Trademark Office and consider it important to the protection of our US Nuclear Corp brands. We have not been, nor are we currently involved in or aware of any litigation regarding any of our intellectual property. **Our failure to obtain capital may significantly restrict our proposed operations.** We will need to raise more capital to expand our business. It is anticipated that we will require an additional capital raise of $5 million dollars over the next twelve months to fund our business plans. Future sources of capital may not be available to us when we need it or may be available only on unacceptable terms. **We are subject to the risk that certain key personnel, including key employees named below, on whom we depend, in part, for our operations, will cease to be involved with us. The loss of any these individuals would adversely affect our financial condition and the results of our operations.** **** We are dependent on the experience, knowledge, skill and expertise of our President and CEO Robert I. Goldstein. We are also in large part dependent on current CFO, Michael Hastings. The loss of any of the key personnel listed above could materially and adversely affect our future business efforts. Our success depends in substantial part upon the services, efforts and abilities of Robert I. Goldstein, our Chairman and Chief Executive Officer, due to his experience, history and knowledge of the nuclear radiation industry and his overall insight into our business direction. The loss or our failure to retain Mr. Goldstein, or to attract and retain additional qualified personnel, could adversely affect our operations. We do not currently carry key-man life insurance on Mr. Goldstein or any of our officers and have no present plans to obtain this insurance. See Management. **The loss of any of our executive officers could adversely affect our business.** **** We depend to a large extent on the efforts and continued employment of our executive officers. The loss of any executive officer could adversely disrupt our operations. 8 **Competition from other radiation detection or related companies could result in a decrease of our business and a decrease in our financial performance.** We operate in a highly competitive industry. Many of our current and potential competitors, including larger multinational companies, domestic manufacturing companies with multiple product lines in radiation detection products have existed longer and have larger customer bases, greater brand recognition and significantly greater financial, marketing, personnel, technical and other resources than US Nuclear Corp. In addition, many of these competitors may be able to devote significantly greater resources to: | | | research and development of new products | | | | | attracting and retaining key employees; | | | | | maintaining a large budget for marketing and promotional expenses | | | | | providing more favorable credit terms to suppliers and channel distributors | | **** **Regulations, including those contained in and issued under the Sarbanes-Oxley Act of 2002 (SOX) and the DoddFrank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank), increase the cost of doing business and may make it difficult for us to retain or attract qualified officers and directors, which could adversely affect the management of our business and our ability to obtain or retain listing of our Common Stock.** We are a public company. The current regulatory climate for public companies, even smaller reporting companies such as ours, may make it difficult or prohibitively expensive to attract and retain qualified officers, directors and members of board committees required to provide for our effective management in compliance with the rules and regulations which govern publicly-held companies, including, but not limited to, certifications from executive officers and requirements for financial experts on boards of directors. The perceived increased personal risk associated with these changes may deter qualified individuals from accepting these roles. For example, the enactment of the Sarbanes-Oxley Act of 2002 has resulted in the issuance of a series of rules and regulations and the strengthening of existing rules and regulations by the SEC. Further, proposed regulations under Dodd-Frank heighten the requirements for board or committee membership, particularly with respect to an individuals independence from the corporation and level of experience in finance and accounting matters. We may have difficulty attracting and retaining directors with the requisite qualifications. If we are unable to attract and retain qualified officers and directors, the management of our business could be adversely affected. **Limitations on director and officer liability and our indemnification of our officers and directors may discourage stockholders from bringing suit against a director. ** Our Certificate of Incorporation and By-Laws provide, with certain exceptions as permitted by Delaware corporation law, that a director or officer shall not be personally liable to us or our stockholders for breach of fiduciary duty as a director, except for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or unlawful payments of dividends. These provisions may discourage stockholders from bringing suit against a director for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by stockholders on our behalf against a director. In addition, our Certificate of Incorporation and By-Laws provide for mandatory indemnification of directors and officers to the fullest extent permitted by governing state law. **** 9 **We may incur a variety of costs to engage in future acquisitions of companies, products or technologies, to grow our business, to expand into new markets, or to provide new services. As such, the anticipated benefits of those acquisitions may never be realized.** It is managements intention to acquire other businesses to grow our customer base, to expand into new markets, and to provide new product lines. We may make acquisitions of, or significant investments in, complementary companies, products or technologies, although no additional material acquisitions or investments are currently pending. Acquisitions may be accompanied by risks such as: | | | difficulties in assimilating the operations and employees of acquired companies; | | | | | diversion of our managements attention from ongoing business concerns; | | | | | our potential inability to maximize our financial and strategic position through the successful incorporation of acquired technology and rights into our products and services; | | | | | additional expense associated with amortization of acquired assets; | | | | | additional expense associated with understanding and development of acquired business; | | | | | maintenance and implementation of uniform standards, controls, procedures and policies; and | | | | | impairment of existing relationships with employees, suppliers and customers as a result of the integration of new management employees. | | **We must attract and retain skilled personnel. If we are unable to hire and retain technical, sales and marketing, and operational employees, our business could be harmed.** Our revenues are generated by the sales of our radiation detection products from our direct sales, sales to catalogs, distributors and to a lesser extent, our website. Our ability to manage our growth will be particularly dependent on our ability to develop and retain an effective sales force and qualified technical and managerial personnel. We intend to hire additional employees, including engineers, sales and marketing employees and operational employees. The competition for engineers, qualified sales, technical, and managerial personnel in the technology and manufacturing community, is intense, and we may not be able to hire and retain sufficient qualified personnel. In addition, we may not be able to maintain the quality of our operations, control our costs, maintain compliance with all applicable regulations, and expand our internal management, technical, information and accounting systems in order to support our desired growth, which could have an adverse impact on our operations.**** **** 10 **Our failure to manage growth effectively could harm our ability to attract and retain key personnel and adversely impact our operating results.** There can be no assurance that we will be able to manage our expansion through acquisitions effectively. Our current and planned personnel, systems, procedures and controls may not be adequate to support and effectively manage our future operations, especially as we employ personnel in multiple geographic locations. We may not be able to hire, train, retain, motivate and manage required personnel, which may limit our growth, damage our reputation and negatively affect our financial performance and harm our business. **If we obtain financing, existing shareholder interests may be diluted.** If we raise additional funds by issuing equity or convertible debt securities, the percentage ownership of our shareholders will be diluted. In addition, any new securities could have rights, preferences and privileges senior to those of our common stock. Furthermore, we cannot assure you that additional financing will be available when and to the extent we require or that, if available, it will be on acceptable terms. **Risks Related to Our Common Stock** **** **Our stock price may be volatile or may decline regardless of our operating performance, and the price of our common stock may fluctuate significantly.** The market price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including: **** | | | competition from other radiation detection companies or related businesses; | | | | | changes in government regulations, general economic or market conditions or trends in our industry or the economy as a whole and, in particular, in the nuclear power industry; | | | | | changes in key personnel; | | | | | entry into new geographic markets; | | | | | actions and announcements by us or our competitors or significant acquisitions, divestitures, strategic partnerships, joint ventures or capital commitments; | | | | | changes in operating performance and stock market valuations of other radiation detection and related companies; | | | | | investors perceptions of our prospects and the prospects of the nuclear power industry; | | | | | fluctuations in quarterly operating results, as well as differences between our actual financial and operating results and those expected by investors; | | | | | the publics response to press releases or other public announcements by us or third parties, including our filings with the SEC; | | | | | announcements relating to litigation; | | 11 | | | financial guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance; | | | | | changes in financial estimates or ratings by any securities analysts who follow our common stock, our failure to meet these estimates or failure of those analysts to initiate or maintain coverage of our common stock; | | | | | the development and sustainability of an active trading market for our common stock; | | | | | future sales of our common stock by our officers, directors and significant stockholders; and | | | | | changes in accounting principles affecting our financial reporting. | | **** These and other factors may lower the market price of our common stock, regardless of our actual operating performance. The stock markets and trading facilities, including the OTC Bulletin Board, have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities in many companies. In the past, stockholders of some companies have instituted securities class action litigation following periods of market volatility. If we were involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business. **** **Our Common Stock is subject to risks arising from restrictions on reliance on Rule 144 by shell companies or former shell companies.** **** Under a regulation of the SEC known as Rule 144, a person who has beneficially owned restricted securities of an issuer and who is not an affiliate of that issuer may sell them without registration under the Securities Act provided that certain conditions have been met. One of these conditions is that such person has held the restricted securities for a prescribed period, which will be 6 months or 1 year, depending on various factors. The holding period for our common stock would be 1 year if our common stock could be sold under Rule 144. However, Rule 144 is unavailable for the resale of securities issued by an issuer that is a shell company (other than a business combination related shell company) or that has been at any time previously a shell company. The SEC defines a shell company as a company that has (a) no or nominal operations and (b) either (i) no or nominal assets, (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets. Until the merger, we were a shell company. The SEC has provided an exception to this unavailability if and for as long as the following conditions are met: | | | The issuer of the securities that was formerly a shell company has ceased to be a shell company, | | | | | The issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, | | | | | The issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and | | | | | At least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company known as Form 10 Information. | | 12 **If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.** **** The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of our company, the trading price for our common stock would be negatively impacted. If we obtain securities or industry analyst coverage and if one or more of the analysts who cover us downgrades our common stock or publishes inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which could cause our stock price and trading volume to decline. **** **Our management and other affiliates have significant control of our Common Stock and could control our actions in a manner that conflicts with the interests of other stockholders.** ** Our executive officers, directors and their affiliated entities together will beneficially own approximately 37.3% of our Common Stock. As a result, these stockholders, acting together, will be able to exercise considerable influence over matters requiring approval by our stockholders, including the election of directors, and may not always act in the best interests of other stockholders. Such a concentration of ownership may have the effect of delaying or preventing a change in our control, including transactions in which our stockholders might otherwise receive a premium for their shares over then current market prices. **Penny Stock Considerations** Our shares likely will be penny stocks as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00. Our shares thus will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock. Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination regarding the purchaser and must receive the purchasers written consent to the transaction prior to the sale. Generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $200,000 individually or $300,000 together with his or her spouse is considered an accredited investor. In addition, under the penny stock regulations the broker-dealer is required to: | | | Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt; | | | | | Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities; | | | | | Send monthly statements disclosing recent price information pertaining to the penny stock held in a customers account, the accounts value and information regarding the limited market in penny stocks; and | | | | | Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchasers written agreement to the transaction, prior to conducting any penny stock transaction in the customers account. | | 13 **Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on our business and operating results. In addition, current and potential stockholders could lose confidence in our financial reporting, which could have an adverse effect on our stock price.** Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our operating results could be harmed. During the course of our testing, we may identify deficiencies which we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to maintain the adequacy of our internal accounting controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404. Failure to achieve and maintain an effective internal control environment could cause us to face regulatory action and also cause investors to lose confidence in our reported financial information, either of which could have an adverse effect on our stock price. **We do not expect to pay any cash dividends for the foreseeable future.** The continued operation and growth of our business will require substantial cash. Accordingly, we do not anticipate that we will pay any cash dividends on shares of our Common Stock for the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, financial condition, contractual restrictions relating to indebtedness we may incur, restrictions imposed by applicable law and other factors our Board of Directors deems relevant. Investors seeking cash dividends in the foreseeable future should not purchase our Common Stock. **OTC Bulletin Board Qualification for Quotation** On February 6, 2015, we were issued our ticker symbol, UCLE on the OTC Bulletin Board from FINRA. On March 20, 2015, we were approved for DTC eligibility by the Depository Trust and Clearing Corporation,) (DTCC). **Holders** As of the date of this 10-K, we had 50 holders of record of our Common Stock. 14 **Quantitative and Qualitative Disclosures about Market Risk** **** We have entered into derivative financial instruments such as futures contracts, options and swaps, forward foreign exchange contracts or interest rate swaps and futures. In 2022, we entered into two convertible debt instruments that included stock purchase warrants. Though there were no derivatives associated with the Notes, the instruments are affected by changes in market interest rates. We believe that adequate controls are in place to monitor any hedging activities. While we do have significant sales outside the United States, all of our sales are settled with US currency, and we do not currently own assets and operate facilities in countries outside the United States and, consequently, we are not affected by foreign currency fluctuations or exchange rate changes.Overall, we believe that our exposure to interest rate risk and foreign currency exchange rate changes is not material to our financial condition or results of operations. **Off-Balance Sheet Arrangements** **** We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. **Critical Accounting Policies** On April5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As a smaller reporting company, we have the option to delay adoption of new or revised accounting standards until those standards would otherwise apply to private companies, until the earlier of the date that (i)we are no longer asmaller reporting company or (ii)we affirmatively and irrevocably opt out of the extended transition period for complying with such new or revised accounting standards. We have elected to opt out of this extended transition period. As noted, this election is irrevocable. Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (US GAAP). US GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expenses amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements, which include Goodwill and accounts receivable. We suggest that our significant accounting policies, as described in our financial statements in the Summary of Significant Accounting Policies (Note 2), be read in conjunction with this Managements Discussion and Analysis of Financial Condition and Results of Operations. 15 **Recent Accounting Pronouncements** **** In August 2020, the Financial Accounting Standards Board (FASB) issued guidance (ASC 2020-06), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entitys own equity. Among other changes, the guidance removes the liability and equity separation models for convertible instruments. Instead, entities will account for convertible debt instruments wholly as debt unless convertible instruments contain features that require bifurcation as a derivative or that result in substantial premiums accounted for as paid-in capital. The guidance also requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. The guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020, and can be adopted on either a retrospective or modified retrospective basis. We adopted this guidance on January 1, 2024, using the modified retrospective approach whereby amounts previously reported have not been revised. Upon adoption we recognized a decrease to additional paid-in capital of $751,809, an increase to long-term debt of $47,078, and a cumulative-effect adjustment to accumulated deficit of $704,731. In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07). ASU 2023-07 is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. The main provisions of ASU 2023-07 require a public entity to disclose on an annual and interim basis: (i) significant segment expenses provided to the chief operating decision maker, (ii) an amount representing the difference between segment revenue less segment expenses disclosed under the significant segment expense principle and each reported measure of segment profit or loss and a description of its composition, (iii) provide all annual disclosures about a reportable segments profit or loss and assets currently required under Topic 280 in interim periods, (iv) clarify that if the chief operating decision maker uses more than one measure of a segments profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit, (v) the title and position of the chief operating decision maker and an explanation of how the chief operating decision maker uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources, and (vi) all disclosures required by ASU 2023-07 and all existing segment disclosures under Topic 280 for an entity with a single reportable segment. The new guidance is effective for the fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted ASU 2023-07 as of December 31, 2024, and has determined that this ASU does not have a material effect on the Companys consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures. The main provisions of ASU 2023-09 require a public entity to disclose on an annual basis (i) specific prescribed categories in the rate reconciliation, (ii) additional information for reconciling items that meet a quantitative threshold, (iii) the amount of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes, (iv) the amount of income taxes paid, net of refunds received, disaggregated by individual jurisdictions in which income taxes paid is equal to greater than 5 percent of total income taxes paid, (v) income or loss from continuing operations before income tax expense or benefit disaggregated between domestic and foreign, and (vi) income tax expense or benefit from continuing operations disaggregated by federal, state, and foreign. ASU 2023-09 also removes certain disclosure requirements related to unrecognized tax benefits and cumulative unrecognized temporary differences. The new guidance is effective for the fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted ASU 2023-09 as of December 31, 2024, and has determined that this ASU does not have a material effect on the Companys consolidated financial statements and related disclosures. 16 **Control by Management** As of December 31, 2024, management currently owns 27.9% of all the issued and outstanding capital stock of the Company. Consequently, due to our CEO and CFO also being board members, management has significant ability to control the operations of the Company and will have the ability to control substantially all matters submitted to stockholders for approval, including: | | | Election of the board of directors; | | | | | Removal of any directors; | | | | | Amendment of the Companys certificate of incorporation or bylaws; and | | | | | Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination. | | This Report Contains Forward-Looking Statements and Information Relating to Us, Our Industry and To Other Businesses. **ITEM 1B- UNRESOLVED STAFF COMMENTS.** Not applicable. **ITEM 1C- CYBERSECURITY** *Risk management and strategy* The Company is committed to securing our information technology systems, including accounting software and back-of-house software, against cybersecurity threats and protecting the privacy of the data of our customers, employees, and other business partners. We recognize that cybersecurity threats are an ongoing concern in todays digital world and that, despite devoting resources to secure our information technology systems, cybersecurity incidents can occur and, if so, could negatively impact our brand, business, results of operations and financial condition. Cybersecurity threats include any potential unauthorized occurrence on or conducted through our information technology systems or information technology systems of a third party that we utilize in our business that may result in adverse effects on confidentiality, integrity, or access to our information technology systems. Our cybersecurity risk management program includes a cybersecurity incident response plan. We design and assess our program primarily following the guidelines of the National Institute of Standards and Technology and Payment Card Industry Data Security Standard. This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use these frameworks as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business. The objectives of our programs are to protect the confidentiality, integrity, use and availability of the Companys data; to protect against unauthorized access to the Companys data, the Companys network and information technology applications; and to maintain disaster recovery plans to prepare for and respond to the potential for disruption in the Companys information technology. To meet these objectives, the Companys Chief Executive Officer, website, and technical personnel manage our cybersecurity, information technology, and data privacy programs. Our information technology infrastructure includes firewalls, modern endpoint protections, intrusion detection tools and alerts, as well as multi-factor authentication to provide a multi-layered approach to protecting our information technology systems from unauthorized access, use, disclosure, disruption, or destruction. Such applications are regularly monitored and reviewed for adequacy and potential enhancements. We obtain System and Organizational Controls (SOC) 1 or SOC 2 reports on an annual basis from vendors that host our significant financial applications to aid in our assessment of information security risk amongst our relationships with the host vendors. We also perform access reviews for any of these systems that are subject to Sarbanes-Oxley oversight. We have developed an incident response plan outlining immediate response actions, including internal and external communication protocols. Under the plan, we have identified a management group comprising our Chief Executive Officer, Chief Financial Officer, and Corporate Controller. The plan provides that any cybersecurity incident will be reviewed by this group to determine whether it is material for securities law purposes and whether public disclosure is required, following consultations with outside counsel and/or the Board of Directors. We currently do not maintain cyber risk insurance coverage that is intended to mitigate the financial impact of cybersecurity and data privacy incidents experienced by the Company. *Governance* The full Board of Directors has the overall responsibility for risk oversight, including cybersecurity matters. At a management level, our cybersecurity program is led by our Information Technology manager, who reports to the Chief Financial Officer. Our Information Technology manager is equipped to help navigate the landscape of cybersecurity risks and challenges and to implement and manage a comprehensive security strategy. While cybersecurity threats have not materially affected our business strategy, results of operations or financial condition, future incidents may interrupt our operations and could materially adversely affect our business, results of operations and financial condition. 17 **ITEM 2. PROPERTIES** **** US Nuclear Corp is headquartered in Canoga Park, CA, and occupies a 6,000-square foot leased facility and 8,000 square foot leased facility in Milford, Ohio. The office is divided among the Companys various disciplines: management, finance, sales, marketing and customer service, with 25% of the available space dedicated to inventory.Each location has a bookkeeper, production manager, assembly supervisor, production workers, and customer service staff. Per the Companys lease agreements, the lease payments are $9,000 for each of the two locations. The Companys executive offices are located in Canoga Park, CA, at 7051 Eton Avenue, Canoga Park, California 91303. Robert I. Goldstein, our President, Chief Executive Officer, and Chairman of the Board of Directors also maintains a position as President of Gold Team Inc., a Delaware company that invests in industrial real estate properties for investment purposes. He holds an 8% interest in Gold Team Inc. The Company leases its current facilities from Gold Team Inc. which owns both the Canoga Park, CA and Milford, Ohio properties. The following table lists the locations of all its current locations. | Location | | Address | | Size | | | Canoga Park, California | | 7051 Eton Avenue | | 6,000 square feet | | | | | Canoga Park, CA 91303 | | | | | | | | | | | | Milford, Ohio | | 1160 U.S. Route 50 | | 8,000 square feet | | | | | Milford, OH 45150 | | | | **ITEM 3. LEGAL PROCEEDINGS.** None. **ITEM 4. MINE SAFETY DISCLOSURES.** Not applicable. 18 **PART II** **ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS** **Market Information** We have already been approved by FINRA for the Over-the-Counter Bulletin Board (OTCBB) trading and additionally have also been approved with the Depository Trust and Clearing Corporation or (DTCC) for DTC eligibility. Our stock ticker symbol is UCLE on the Over-the-Counter Bulletin Board. For information on shareholders who owns 5% or more of our common stock, as well as the ownership of our officers and directors, please see Security Ownership of Certain Beneficial Owners and Management. **Authorized Capital Stock** The authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, par value $0.0001 per share, (the Common Stock) and 5,000,000 shares of Preferred Stock, (the Preferred Stock) par value $0.0001 per share.As of December 31, 2024, we had (i) 52,712,778 shares of common stock outstanding, held of record by 50 shareholders, and (ii) 2,006 shares of Series A preferred stock outstanding, held of record by 3 shareholders. As of May 29, 2025, 59,629,204 shares of common stock are outstanding, held by 52 shareholders; and 2,006 shares of Series A preferred stock, held by 3 shareholders. **** **Description of Capital Stock** The following is a summary of the rights of our capital stock and certain provisions of our articles of organization, as amended, and by-laws. For more detailed information, please see our articles of organization, as amended, and by-laws filed as exhibits to this Current Report on Form 10-K. Each holder of the Companys Common Stock is entitled to one vote for each share held on all matters submitted to a vote of shareholders and do not have cumulative voting rights. An election of directors by our shareholders shall be determined by a plurality of the votes cast by the shareholders entitled to vote on the election. The holders of Common Stock are entitled to receive pro rata dividends, when and as declared by the Board of Directors in its discretion, out of funds legally available therefore, but only if all dividends on the Preferred Stock have been paid in accordance with the terms of such Preferred Stock and there exists no deficiency in any sinking fund for the Preferred Stock. Dividends on the Common Stock are declared by the Board of Directors. The payment of dividends on the Common Stock in the future, if any, will be subordinate to the Preferred Stock and will be determined by the Board of Directors. In addition, the payment of such dividends will depend on the Companys financial condition, results of operations, capital requirements and such other factors as the Board of Directors deems relevant. The Company has heretofore never paid any dividends and the Board has no plans for the payment of future dividends. The Board presently plans for any future surplus income to be reinvested into growing the Company through additional investment. **Preferred Stock** The Board of Directors is authorized to provide for the issuance of shares of preferred stock in series and, by filing a certificate pursuant to the applicable law of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof without any further vote or action by the shareholders. Any shares of preferred stock so issued would have priority over the common stock with respect to dividend or liquidation rights. Any future issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of our Company without further action by the shareholders and may adversely affect the voting and other rights of the holders of common stock. The issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of preferred stock might impede a business combination by including class voting rights that would enable the holder to block such a transaction or facilitate a business combination by including voting rights that would provide a required percentage vote of the stockholders. In addition, under certain circumstances, the issuance of preferred stock could adversely affect the voting power of the holders of the common stock. Although the Board of Directors is required to make any determination to issue such stock based on its judgment as to the best interests of our stockholders, the Board of Directors could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of such stock. The Board of Directors does not at present intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or stock exchange rules. 19 On November 27, 2024, the Company amended its Articles of Incorporation to authorize Series A Convertible Preferred Stock. The number of shares constituting such Series A Preferred Stock shall be10,000shares, par value of $.0001, out of the5,000,000shares, par value of $.0001, of preferred stock authorized by the Corporation in its Certificate of Incorporation. Each share of Series A Preferred Stock shall have a stated value of $1,000(the Stated Value).Each holder of Series A Preferred Stock shall have the right to convert1share of Series A Preferred Stock into10,000shares of common stock in the Corporation, at the election of the holder by the holder delivering written notice of such conversion to the Board of Directors for the Corporation, pursuant to any procedure established by the Board of Directors. Holders of Series A Preferred Stock shall be entitled to receive an annual dividend, payable quarterly (i.e., every three months in a calendar year), within ninety (90) days of the last day of the applicable quarter, and prorated, where and if necessary, of (a)6% of the holders Stated Value, in the aggregate based on the number of Series A Convertible Shares titled to such holder, in cash, and (b)1,200 shares of common stock for each share of Series A Preferred stock titled to such holder. Holders of Series A Preferred Stock are entitled to vote on any and all matters submitted to the vote of the common shareholders of the Corporation with each share of Series A Preferred Stock equaling10,000shares of shares of common stock on a fully converted basis. The description of certain matters relating to the securities of the Company is a summary and is qualified in its entirety by the provisions of the Companys Certificate of Incorporation and By-Laws, copies of which have been filed as exhibits to the Companys Form 10 filed with the Securities Exchange Commission on March 2, 2012, as updated by the Companys Form 8-K filed with the Securities Exchange Commission on October 15, 2013. **Dividends** We have not paid any dividends on our common stock and do not presently intend to pay cash dividends prior to the consummation of a business combination. The payment of cash dividends in the future, if any, will be contingent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to consummation of a business combination, if any. The payment of any dividends subsequent to a business combination, if any, will be within the discretion of our then existing board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, the board of directors does not anticipate paying any cash dividends in the foreseeable future. **Securities Authorized for Issuance under Equity Compensation Plans** The Company does not have any equity compensation plans or any individual compensation arrangements with respect to its common stock or preferred stock. The issuance of any of our common or preferred stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval. **Recent Sales of Unregistered Securities** **Common Stock** During the twelve months ended December 31, 2024, the Company issued: | | 1,000,000shares of common stock to a Director, valued at $94,800; and | | | | | 9,589,000shares of common stock valued at $371,780in satisfaction of convertible debt and interest; and | | | | 1,950,000 shares of common stock to consultants for services rendered valued at $109,216. The fair value was determined based on the Companys stock price on the grant date. | | **Preferred Stock, Series A** As of December 31, 2024, the Company is obligated, but has not yet issued: | | 300shares of Series A preferred stock to a related party for the conversion of $300,000in accrued rent payable; | | | | 375shares of Series A preferred stock to a related party for the conversion of $375,000in accrued compensation; | | | | 1,203shares of Series A preferred stock to a related party for the conversion of $1,203,000in shareholder advances. | | | | 128shares of Series A preferred stock for an aggregate of $128,000 in cash. | | **** **Issuer Purchases of Equity Securities** None. 20 **ITEM 6. [Reserved]** **** As a smaller reporting company as defined by Item 10 of Regulation S-K, the Company is not required to provide this information. **ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS** **** **Overview** **** *The following Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understand US Nuclear Corp, our operations and our present business environment. MD&A is provided as a supplement toand should be read in conjunction withour consolidated financial statements and the accompanying notes thereto contained in Item 8. Financial Statements and Supplementary Data of this report on Form 10-K. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those anticipated in these forward-looking statements.* We were incorporated in Delaware on February 14, 2012, and on March 2, 2012, we filed a registration statement on Form 10 to register with the U.S. Securities and Exchange Commission as a public company. We were originally organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. On April 18, 2012, Richard Chiang, then our sole director and shareholder, entered into a Stock Purchase Agreement whereby Mr. Goldstein of US Nuclear Corp purchased 10,000,000 shares of our common stock from Mr. Chiang, which constituted 100% of our issued and outstanding shares of common stock. Mr. Chiang then resigned from all positions. Subsequently, on May 18, 2012, the Registrant appointed Mr. Chiang to serve as a member of the Board of Directors. He resigned from this position on March 31, 2013. Since our acquisition of Overhoff Technology in 2006, we have had discussions with other companies in our industry for an acquisition. While we targeted Overhoff due to its unique position in the tritium market, we had not commenced an acquisition since our Overhoff Technology acquisition; we believe in part the reason was due to lack of additional capital, our status as a privately-held entity at the time, and focus on developing our own products. We will seek out companies whom our management believes will provide value to our customers and will complement our business. We will focus on diversifying our product line into a larger range so that our customers and vendors may have a more expansive experience in type, choice, options, price and selection. We also believe that with a more diverse product line we will become more competitive as our industry is intensely competitive. Generally, our product concentration places a heavy reliance on our Overhoff Technology division. In 2024, we derived 50.49% of our total revenues from sales made by Overhoff to four customers. We expect to encounter a continuation of this trend unless we are successful in diversifying our client base, executing our acquisition strategy and experience increases in business from our Technical Associates division. Our international revenues were 23.8% of our total revenue in 2024. We expect this to increase over time as we continue to field new orders, inquires, and engage new customers overseas and recover post-pandemic. We believe that South Korea and China will likely be a larger contributor to revenue within the next few years. While we maintain steady growth domestically, the international side of our business may be a larger component as nuclear technology and rapid development for clean energy grows abroad. Additionally, the Company relies on continued growth and orders from CANDU reactors (Canada Deuterium Uranium), and rapid development of the next generation of nuclear reactors called Molten Salt Reactors, (MSR) and Liquid-Fluoride Thorium Reactors (LFTR), all of which purchase tritium detection and monitor products. There can be no assurances as to our growth projections and our risk profile as we depend upon increased foreign customers for business. 21 Robert I. Goldstein, our President, Chief Executive Officer and Chairman of the Board of Directors also maintains a position as President of Gold Team Inc., a Delaware company that invests in industrial real estate properties for investment purposes. He holds an 8% interest in Gold Team Inc. and spends approximately 5 hours per week with affairs related to Gold Team Inc. The Company leases its current facilities from Gold Team Inc. which owns both the Canoga Park, CA and Milford, Ohio properties at an expense of $9,000 for each facility per month. On May 31, 2016, we entered into an Asset Purchase Agreement with Electronic Control Concepts (ECC) whereby the Company purchased certain tangible and intangible assets of ECC.ECC is a small manufacturer of test and maintenance meters forx-ray machines both medical and industrial. Weacquired ECCto give a boost to our currentx-ray related product and hospital/medical product sales.**** **** On March 3, 2023, the Company divested itself of its wholly owned subsidiary, Cali From Above, through a Membership Interest Purchase Agreement with the Companys President and Chief Executive Officer, Robert Goldstein. Consideration received by the Company was 65,000,000 shares of Averox, Inc. (OTC:AVRI), resulting in the Company owning 26% of the issued and outstanding shares of common stock of AVRI. The Company and Cali From Above also signed a Cooperation Agreement whereby the Company holds exclusive sourcing and manufacturing rights for Cali From Above products, thus making Cali From Above a new customer of the Company. **** **Results of Operations** *For the year ended December 31, 2024, compared to the year ended December 31, 2023* | | | Year Ended December 31, | | | Change | | | | | | 2024 | | | 2023 | | | $ | | | % | | | | | | | | | | | | | | | | | | | Sales | | $ | 2,190,398 | | | $ | 2,231,095 | | | $ | (40,697 | ) | | | -1.8 | % | | | Cost of goods sold | | | 1,174,769 | | | | 1,306,789 | | | | (132,020 | ) | | | -10.1 | % | | | Gross profit | | | 1,015,629 | | | | 924,306 | | | | 91,323 | | | | 9.9 | % | | | Selling, general and administrative expenses | | | 2,550,782 | | | | 2,565,950 | | | | (15,168 | ) | | | -0.6 | % | | | Loss from operations | | | (1,535,153 | ) | | | (1,641,644 | ) | | | 106,491 | | | | -6.5 | % | | | | | | | | | | | | | | | | | | | | | | Other expense | | | (204,773 | ) | | | (1,792,160 | ) | | | 1,587,387 | | | | -88.6 | % | | | Loss before provision for income taxes | | | (1,739,926 | ) | | | (3,433,804 | ) | | | 1,693,878 | | | | -49.3 | % | | | | | | | | | | | | | | | | | | | | | | Provision for income taxes | | | - | | | | - | | | | | | | | | | | | Net income (loss) | | $ | (1,739,926 | ) | | $ | (3,433,804 | ) | | $ | 1,696,878 | | | | -49.3 | % | | Revenue for the year ended December 31, 2024, was $2,190,398 compared to $2,231,095 for the year ended December 31, 2023. The decrease of $40,697 or 1.8% is considered by management to be indicative of slowed growth due to political and economic uncertainties. The revenue breakdown for the year ended December 31, 2024, is as follows: North America 76.18% Asia (including Japan) 18.10% Other 5.73% Our gross margin for the year ended December 31, 2024, was 46.37% as compared to 41.43% for the year ended December 31, 2023. The increase in gross margin is due to the mix of products sold during the period and their respective costs. Selling and general and administrative expenses for the year ended December 31, 2024, decreased by $15,168 or 0.6% to $2,550,782; down from $2,565,950 for the year ended December 31, 2023. The decrease is largely attributed to a reduction in payroll benefits. Other expense for the year ended December 31, 2024, was $204,773, a decrease of $1,587,387 from $1,792,160 for 2023. Other expense in 2024 largely consisted of interest and dividend expenses. In 2023, other expenses consisted of amortization of debt discount, equity loss in investment, loss on deconsolidation, loss on an investment deposit, loss on extinguishment of debt, loss on conversion of stock, and gain on debt forgiveness. The decrease in 2024 was largely due to reductions in interest expense and additional debt discounts recorded related to the down-round provisions of our convertible notes payable. The net loss for the year ended December 31, 2024, was $1,739,926, compared to $3,433,804 for the year ended December 31, 2023. 22 **Liquidity and Capital Resources** Our operations have historically been financed by our majority stockholder. As funds were needed for working capital purposes, our majority stockholder would loan us the needed funds. During the year ended December 31, 2024, the Companys majority shareholder loaned $531,100 to the Company and was repaid $155,868. We anticipate meeting our capital needs through the sale of our common and preferred stock and loans from our majority stockholder, if necessary. At December 31, 2024, total assets decreased by $210,029 or 7.35% from $2,856,876 at December 31, 2023, primarily due to decreases in inventory. At December 31, 2024, total liabilities decreased by 27.62% to $3,503,012 from $4,839,495 at December 31, 2023, due to decreases in accrued liabilities, accounts payable, related party accounts payable, accrued compensation paid to officers, and note payable to shareholder. **** **Cash Flow** The following table summarizes our cash flows for the periods indicated below: | | | For the YearEnded | | | For the YearEnded | | | | | | December31, | | | December31, | | | | | | 2024 | | | 2023 | | | | Cash used in operating activities | | | (509,053 | ) | | | (263,444 | ) | | | Cash used in investing activities | | | (30,767 | ) | | | (24,546 | ) | | | Cash provided by financing activities | | | 517,820 | | | | 314,721 | | | *Cash Used in Operating Activities* During the year ended December 31, 2024, and December 31, 2023, cash used in operating activities of $509,053 and $263,444, respectively, primarily reflected our net income for the period, adjusted by non-cash charges such as depreciation, common stock issued for services, debt discounts and financing costs, loss on extinguishment of debt, loss on conversion of stock, as well as changes in accounts receivable, prepaids, deposits, accounts payable, and accrued expenses. *Cash Used by Investing Activities* During the year ended December 31, 2024, and December 31, 2023, cash used in investing activities was $30,767, which consisted of an employee advance and a note receivable. During the year ended December 31, 2023, cash used in investing activities was $24,546, which included purchase of assets, cash paid for an investment, and a note receivable. *Cash Provided by Financing Activities* During the year ended December 31, 2024, cash provided by financing activities was $517,820, which consisted of net borrowings from lines of credit, shareholder debt, and notes payable, offset by repayments on our convertible notes. During the year ended December 31, 2023, cash provided by financing activities was $314,721, which primarily consisted of net borrowings from lines of credit, notes payable, shareholder debt, and convertible notes. **Critical Accounting Policies** Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (US GAAP). US GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expenses amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements. 23 **Income Taxes** The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets willnot be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Under ASC 740, a tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the more likely than not test, no tax benefit is recorded. The adoption had no effect on the Companys consolidated financial statements. **Off-Balance Sheet Arrangements** **** We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. **Contractual Obligations** As a smaller reporting company as defined by Item 10 of Regulation S-K, the Company is not required to provide this information. **ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.** **** As a smaller reporting company as defined by Item 10 of Regulation S-K, the Company is not required to provide this information. **ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.** **** Please see the financial statements beginning on page F-1 located elsewhere in this annual report on Form 10-K and incorporated herein by reference. **ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE** None **ITEM 9A. CONTROLS AND PROCEDURES** **** **Evaluation of Disclosure Controls and Procedures** Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. The disclosure controls and procedures ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the SECs rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, these disclosure controls and procedures were ineffective. 24 **Managements Annual Report on Internal Control over Financial Reporting** Our management is responsible for establishing and maintaining adequate internal controls over financial reporting. Our Officers are responsible to design or supervise a process that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The policies and procedures include: | | | maintenance of records in reasonable detail to accurately and fairly reflect the transactions and dispositions of assets, | | | | | reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors, and | | | | | reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements. | | Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of the end of the period December 31, 2024. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Integrated Framework (2013). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the fiscal year December 31, 2024, our internal controls over financial reporting were not effective due to the following. | | | Lack of proper segregation of duties | | | | | No formal documentation of our internal controls | | | | | Lack of multiple levels of supervision and review | | **Changes in Internal Controls over Financial Reporting** Our management has determined that there were no changes made in the implementation of our internal controls over financial reporting during the fourth quarter of the year ended December 31, 2024. **** **Attestation Report of Independent Public Accounting Firm** This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting because as a smaller reporting company we are not subject to attestation by our independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only managements report in this annual report. **ITEM 9B. OTHER INFORMATION** Not applicable **ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS** Not applicable 25 **PART III** **ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE** In June 2022, the Company appointed its Chief Operating Officer, Richard Landry, to serve as the Chief Financial Officer of the Company effective as of June 30, 2022. On August 12, 2023, Mr. Landrys resigned his position as CFO. Mr. Landrys resignation did not result from any disagreement with the Company. On August 12, 2023, the Board appointed Michael Hastings as Chief Financial Officer. Mr. Hastings remains a member of the Board of Directors. Effective October 6, 2023, Michael Popewas appointed as a director of the Company. The following table contains information concerning our directors and executive officers through the date of filing of this report. | Name | | Age | | Position | | | | | | | | | | Robert I. Goldstein | | 76 | | President, Chief Executive Officer, and Chairman of the Board of Directors | | | | | | | | | | Michael Pope | | 44 | | Member of the Board of Directors | | | | | | | | | | Michael Hastings | | 82 | | Chief Financial Officer, and member of the Board of Directors | | **Officers and Directors** **Robert I. Goldstein President, Chief ExecutiveOfficerand Chairman of the Board of Directors:**Mr. Goldstein entered the radiation detection industry in 1972 as an applications engineer, production manager, and then general manager for Optron Scientific Company, Inc. DBA, Technical Associates.Mr. Goldstein is a physicist and an award- winning specialist in the nuclear radiation detection industry and has more than 30 years of experience in the field. He has authored more than 20 white papers and abstract presentations on industrial research use of radiation measurement equipment and instruments. His work has been approved by US Federal standards set by the EPA (Environmental Protection Agency), FDA (Food and Drug Administration), and NRC (Nuclear Regulatory Commission). Mr. Goldstein has also worked closely with and continues ongoing joint development programs with Los Alamos National Lab and Jefferson National Lab. He was instrumental in the acquisition of Overhoff Technology Corp, at the time, the worlds only tritium detection company, in 2006. His experience in the field of radiation detection ranges from development of instrumentation to design and development for air, water and surface applications. He is also an accomplished inventor having invented miniature radiation detectors for use during surgery. Mr. Goldstein graduated from MIT with a BS in Physics and from Stanford University with an MS in Mechanical Engineering. Mr. Goldstein is affiliated with the following scientific groups: Health Physics Society, American Nuclear Society, DOE (US Department of Energy) Tritium Focus Group, Air Monitoring Users Group and Health Physics Instrument Committee. 26 **Michael Hastings Chief Financial Officer and Member of the Board of Directors:**Mr. Hastings has been a corporate finance officer for over thirty years in the medical device industry with C.R. Bard, Inc. (predecessor to Becton Dickinson), and in the industrial battery industry with EnerSys, Inc. (NYSE: ENS). Mr. Hastings retired from EnerSys in 2011 as its Vice President and Treasurer with company revenue of $2 billion and operations in all parts of the world. His responsibilities included global treasury operations including debt and capital transactions; corporate tax; hedging of currencies, interest rate exposures and the price of raw materials; credit management; pension plan investments; and investor relations. He participated fully in due diligence, valuation and negotiation of numerous acquisitions. Mr. Hastings was also a member of the Board of Directors and Chief Financial Officer of MegaGraphite, Inc. - a private graphite exploration company in Canada between 2011 and when it was sold in 2014. Mr. Hastings was a member of the Board of Directors of Organic Transit, Inc., a private solar electric vehicle company in the United States, from 2018 until the company was sold in 2020. In 2024, Mr. Hastings became a board member and CFO of Environmental Transit, Inc., a private company formed to develop and produce solar and pedal-powered electric vehicles. Mr. Hastings has no prior business relationship with the Company. **Michael Pope Member of the Board of Directors:** Mr. Pope has served as a director of the Company since October 2023. Mr. Pope currently serves as Managing Director ofYalecrestPartners, a private equity and advisory firm, a position he has held since January 2024. From July 2015 to January 2024, Mr. Pope held various executive positions at Boxlight (Nasdaq: BOXL), a global provider of interactive technology solutions, including serving as Chief Executive Officer and Chairman from March 2020 to January 2024. During his tenure at Boxlight, Mr. Pope led the company through its initial public offering on Nasdaq and growth from inception to more than $220 million in revenue and $15 million in EBITDA. From October 2011 to October 2016, Mr. Pope was Managing Director at Vert Capital, a private equity and advisory firm, managing portfolio holdings in the education, consumer products, technology and digital media sectors. From May 2008 to October 2011, he served as Chief Financial Officer and Chief Operating Officer for the Taylor Family in Salt Lake City, where he managed family investment holdings in consumer products, professional services, real estate and education. Mr. Pope also held positions including Senior SEC Reporting at Omniture (formerly listed on Nasdaq and acquired by Adobe in 2009) and Assurance Associate at Grant Thornton. Mr. Pope has served as a director of Boxlight (Nasdaq:BOXL) since September 2014 andwas adirector of Novo Integrated Sciences (OTCQB: NVOS)fromJanuary 2021to May 2025. He holds an active CPA license and earned his undergraduate and graduate degrees in accounting from Brigham Young University. In particular, | | | With respect to Mr. Goldstein, the board considered his perspective and experience with our ongoing strategy and operations that he has obtained through his service to the Company and his ability to evaluate and assist with potential acquisitions and business opportunities. | | | | | With respect to Mr. Hastings, the board considered his extensive managerial and financial expertise, as well as his experience in the medical device industry and his previous experience serving on a board of directors. | | | | | With respect to Mr. Pope, the board considered his extensive managerial and financial expertise, as well as his experience in acquisitions and his previous experience serving on a board of directors. | | **** 27 **The Board of Directors and Committees** As of the date of this Report, we had one independent director. We anticipate appointing additional independent directors as required in the future. **Audit Committee** As of the date of this Report, we did not have a standing Audit Committee. We intend to establish an Audit Committee of the Board of Directors, which will consist of independent directors, of which at least one director will qualify as a qualified financial expert as defined in the regulations of the SEC.The Audit Committees duties would be to recommend to our Board of Directors the engagement of independent auditors to audit our consolidated financial statements and to review our accounting and auditing principles.The Audit Committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors, if any, and independent public accountants, including their recommendations to improve the system of accounting and internal control.The Audit Committee would at all times be composed exclusively of directors who are, in the opinion of our Board of Directors, free from any relationship that would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles. As of the date of this Report, we did not have an audit committee financial expert, in light of our size, although we intend to review this issue as the Company grows, especially as the Company implements a standing Audit Committee. **** **Compensation Committee** As of the date of this Report, we did not have a standing Compensation Committee. We intend to establish a Compensation Committee of the Board of Directors.The Compensation Committee would review and approve our salary and benefits policies, including compensation of executive officers.The Compensation Committee would also administer any stock option plans that we may adopt and recommend and approve grants of stock options under such plans. **Nominating and Corporate Governance Committee**** As of the date of this Report, we did not have a standing Nominating and Corporate Governance Committee. We intend to establish a Nominating and Corporate Governance Committee of the Board of Directors to assist in the selection of director nominees, approve director nominations to be presented for stockholder approval at our annual meeting of stockholders and fill any vacancies on our Board of Directors, consider any nominations of director candidates validly made by stockholders, and review and consider developments in corporate governance practices. **Compliance with Section 16(A) of the Securities Exchange Act Of 1934** Section 16(a) of the Securities Exchange Act of 1934, as amended (Section 16(a)), requires our Directors and executive officers, and persons who beneficially own more than ten percent of a registered class of our equity securities (collectively, Section 16 reporting persons), to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock and other equity securities. Section 16 reporting persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of any such reports furnished to us, none of the Section 16 reporting persons failed to file on a timely basis reports required by Section 16(a) of the Exchange Act with respect to our most recent fiscal year ended December 31, 2024. **Code of Ethics** As of the date of this Report, we had not adopted a formal, written code of conduct (Code of Ethics) within the specific guidelines promulgated by the SEC, although we intend to adopt a Code of Ethics. 28 **ITEM 11. EXECUTIVE COMPENSATION** **Executive Compensation** Our President, CEO and Chairman of the Board of Directors, Robert I. Goldstein is compensated for his services to the Company; no other officer receives compensation from the Company. Until the Company acquires additional capital, it is not anticipated that any other officer will receive compensation from the Company other than reimbursement for out-of-pocket expenses incurred on behalf of the Company. The Company has no stock option, retirement, pension, or profit-sharing programs for the benefit of directors, officers or other employees, but our officers and directors may recommend adoption of one or more such programs in the future. **Employment Agreements and Compensation** Our President, Chief Executive Officer and Chairman of the Board of Directors, Robert I. Goldstein, is compensated under an Employment Agreement that renews annually. The Agreement calls for a salary of $100,000 per year. **** **Summary Compensation Table** The following table provides information regarding the compensation of our named executive officers for the years ended December 31, 2024, and 2023. | NameandPrincipalPosition | | Year | | Salary | | | Stock Awards | | | Option Awards | | | Non-Equity Incentive Plan Compensation | | | Other Compensation | | | Total | | | | Robert I. Goldstein President, | | 2024 | | $ | 100,000 | | | $ | -0- | | | $ | -0- | | | $ | -0- | | | $ | -0- | | | $ | 100,000 | | | | ChiefExecutiveOfficer,and Chairman of the Board of Directors(1) | | 2023 | | $ | 100,000 | | | $ | -0- | | | $ | -0- | | | $ | -0- | | | $ | -0- | | | $ | 100,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Richard Landry, | | 2024 | | $ | -0- | | | $ | -0- | | | $ | -0- | | | $ | -0- | | | $ | -0- | | | $ | -0- | | | | Chief Financial Officer (2) | | 2023 | | $ | 75,000 | | | $ | 32,348 | | | $ | -0- | | | $ | -0- | | | $ | -0- | | | $ | 107,348 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Michael Hastings, | | 2024 | | $ | -0- | | | $ | 94,900 | | | $ | -0- | | | $ | -0- | | | $ | -0- | | | $ | 94,900 | | | | Chief Financial Officer | | 2023 | | $ | -0- | | | $ | -0- | | | $ | -0- | | | $ | -0- | | | $ | -0- | | | $ | -0- | | | | (1) | Mr. Goldstein has accrued unpaid salary.On September 30, 2024, Mr. Goldstein converted $350,000 to a note payable, and $375,000 was converted to Series A Convertible Preferred stock. (See Notes 8, 10, and 15) | | | (2) | Mr. Landry has accrued unpaid salary up to the date of his resignation as CFO in August 2023.On September 30, 2024, Mr. Landry forgave $60,000 owed to him and $150,000 unpaid salary was converted to a note payable. (see Notes 8 and 15) | | 29 **Equity Incentive Plan** As of the date of this Report, the Registrant has not entered into any Equity Incentive Plans. **Option Grants in the Last Fiscal Year** No Stock Appreciation Rights (SARs) or options to purchase our stock were granted to the Named Executive Officers during fiscal year ended December 31, 2024. **Retirement Plan** We do not currently have any retirement plan, but we expect to adopt one in the near term. **Director Compensation** The following table provides information concerning the compensation of the directors of the Company for the past fiscal year: **** | Name | | Fees Earnedor Paid in Cash | | | Stock Awards | | | All Other Compensation | | | Total | | | | Robert I. Goldstein | | $ | -0- | | | $ | -0- | | | $ | -0- | | | $ | -0- | | | | Michael Hastings | | $ | -0- | | | $ | -0- | | | $ | -0- | | | $ | -0- | | | | Michael Pope | | $ | -0- | | | $ | -0- | | | $ | -0- | | | $ | -0- | | | **Audit Committee Financial Expert** **** The Company does not have an audit committee financial expert. 30 **** **ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT** **** As of the date of this Report, there were 59,629,204 shares of common stock issued and outstanding. The following table sets forth certain information regarding the beneficial ownership of the outstanding shares as of the date of this Report, (i) each of our executive officers and directors; and (ii) all of our executive officers and directors as a group. Except as otherwise indicated, each such person has investment and voting power with respect to such shares, subject to community property laws where applicable.The address for all individuals for whom an address is not otherwise indicated is 7051 Eton Avenue, Canoga Park, CA 91303. | Name of Beneficial Owner | | Amount and Natureof Beneficial Ownership | | | Percent(%)of Common Stock (1) | | | | | | | | | | | | | Robert I. Goldstein,President & CEO, Chairman | | | 12,818,031 | | | | 24.32 | % | | | | | | | | | | | | | | Michael Hastings, CFO and Board Member** | | | 2,443,680 | | | | 4.64 | % | | | | | | | | | | | | | | All Directors and Officers as a Group (2 persons) | | | 15,261,711 | | | | 28.96 | % | | | ** | Mr. Hastings was appointed as CFO on August 12, 2023. | | | (1) | Shares of Common Stock beneficially owned and the respective percentages of beneficial ownership of Common Stock includes for each person shares issuable on the exercise of all options and warrants and the conversion of other convertible securities beneficially owned by such person that are currently exercisable. Such shares, however, are not included for the purpose of computing the percentage ownership of any other person. | | **Significant Employees** We are dependent on the experience, knowledge, skill and expertise of our President and CEO Robert I. Goldstein. We are also in large part dependent on our CFO, Michael Hastings, Nikki Truax, Manager of the Overhoff Division, Ivan Mitev, our Chief Engineer at the Overhoff Division, Ian Embry in sales, and Rowena Paredes in accounting. The loss of any of the key personnel listed above could materially and adversely affect our future business efforts. Our success depends in substantial part upon the services, efforts and abilities of Robert I. Goldstein, our Chairman and Chief Executive Officer, due to his experience, history and knowledge of the nuclear radiation industry and his overall insight into our business direction. The loss or failure to retain Mr. Goldstein, or to attract and retain additional qualified personnel, could adversely affect our operations. We do not currently carry key-man life insurance on Mr. Goldstein or any of our officers and have no present plans to obtain this insurance. **Family Relationships** There are no family relationships among directors, executive officers, or persons nominated or chosen by the issuer to become directors or executive officers. **Involvement in Certain Legal Proceedings** There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Registrant during the past five years. **** 31 **Meetings of the Board of Directors** Mr. Goldstein was elected director by the former sole stockholder of the Company in April 18, 2012. On March 28, 2014, Dr. Gerald Entine was elected to serve on the Board of Directors. On May 22, 2018, Gerald Entine died, leaving a vacancy on the Board of Directors for the Company. In order to fill the vacancy resulting from Mr. Entines death, the Board of Directors consented in lieu of a meeting to nominate Dell Williamson for appointment to the Board of Directors following receipt and review from Mr. Williamson, his Confidential Bad Actor Disqualifying Event Statement confirming no disqualifying event, as defined under Rule 506(e) of Regulation D under the 1933 Securities Act and confirmation of receipt of the Companys Insider Trading Policy and related memorandum regarding the same (as disclosed in prior filings). In addition, pursuant to Article IV of the Companys Bylaws, as amended, the Board of Directors nominated Michael G. Hastings to serve as a director on the Board of Directors following receipt and review of the same disclosures and documents produced by Mr. Williamson, as identified herein. By signing the consent resolution, Mr. Williamson and Mr. Hastings accepted appointment as directors on the Board of Directors.On October 6, the Board of Directors nominated Michael Pope to serve as a director on the Board of Directors, following receipt and review of disclosure documents produced by Mr. Pope. The Board establishes policy and provides strategic direction, oversight, and control of the Company. As of the date of this Form 10-K, the Board of Directors had no standing audit, compensation, nominating or other committees, although the Board intends to establish such committees in the future. **Nominating Committee** We have not adopted any procedures by which security holders may recommend nominees to our Board of Directors. **Retirement Plan** We do not currently have any retirement plan, but we expect to adopt one in the near term. **ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS** As stated in our Item 2, Properties disclosure on this Form 10-K, the Companys executive offices are located in Canoga Park, CA, at 7051 Eton Avenue, Canoga Park, California 91303. The lease payment for each facility is $9,000, payable monthly. Robert I. Goldstein, our President, Chief Executive Officer and Chairman of the Board of Directors also maintains a position as President of Gold Team Inc., a Delaware company that invests in industrial real estate properties for investment purposes. Mr. Goldstein holds an 8% interest in Gold Team Inc. The Company leases its current facilities from Gold Team Inc. which owns both the Canoga Park, CA and Milford, Ohio properties. During the year ended December 31, 2024, the Companys majority shareholder loaned the Company a net of $375,233. On September 30, 2024, Mr Goldstein agreed to forgive $300,000 owed to him and converted $1,183,000 to a Series A Convertible Preferred Note Payable. The amounts due to Mr. Goldstein are $92,512 and $1,220,279 as of December 31, 2024, and 2023, respectively. **ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES** **Audit Fees** **** The aggregate fees billed by the Companys current auditor Fruci & Associates II, PLLC, for professional services rendered for the audit of our annual financial statements, review of our quarterly financial statements or services that are normally provided in connection with statutory and regulatory filings were $68,939 and $78,955 for the years ended December 31, 2024, and 2023, respectively. **** **Audit Related Fees** There were no fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements for the year ended December 31, 2024, or 2023. **Tax Fees** The aggregate fees billed for professional services for tax compliance, tax advice, tax planning for the year December 31, 2024, and 2023 was $0 and $0, respectively. **All Other Fees** There were no fees billed for other products and services for the year ended December 31, 2024, or 2023. 32 **PART IV** **** **ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES** 15(a)(1). Financial Statements The following consolidated financial statements, and related notes and Report of Independent Registered Public Accounting Firm are filed as part of this Annual Report: **US Nuclear Corp. and Subsidiaries** **Consolidated Financial Statements** **For The Years Ended December 31, 2024 and 2023** **Contents** | | | Page | | | Reports of Independent Registered Public Accounting Firms (PCAOB ID: 05525) | | F-2 | | | | | | | | Report of Fruci & Associates II, PLLC | | F-2 | | | | | | | | Consolidated Financial Statements: | | | | | | | | | | Consolidated Balance Sheets as of December 31, 2024, and 2023 | | F-4 | | | | | | | | Consolidated Statements of Operations for the years ended December 31, 2024, and 2023 | | F-5 | | | | | | | | Consolidated Statement of Changes in Shareholders Equity for the years ended December 31, 2024, and 2023 | | F-6 | | | | | | | | Consolidated Statements of Cash Flows for the years ended December 31, 2024, and 2023 | | F-7 | | | | | | | | Notes to Consolidated Financial Statements | | F-8 | | F-1 * **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the shareholders and board of directors of US Nuclear Corp. **** **Opinion on the Financial Statements** We have audited the accompanying consolidated balance sheets of US Nuclear Corp. (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in shareholders equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. **** **Going Concern** The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has an accumulated deficit and net losses. These factors, among others, raise substantial doubt about the Companys ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. **** **Basis for Opinion** **** These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. F-2 **Critical Audit Matters** **** The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. **Evaluation of the Classification and Accounting Treatment of Series A Preferred Stock** **** Description of the Critical Audit Matter* ** As described Note 10 of the consolidated financial statements, the Company amended and restated the terms of its Series A Preferred Stock. The amendment raised complex considerations regarding the appropriate classification of the Series A Preferred Stock, specifically whether it should be presented as temporary equity, and whether the issuance should be accounted for as a redeemable financial instrument under the guidance of ASC 480, *Distinguishing Liabilities from Equity*. Given the significance of the transaction, the complexity of the accounting standards involved, and the degree of judgment required by management in determining the appropriate accounting treatment, we identified the evaluation of the amended Series A Preferred Stock as a critical audit matter. *How the Critical Audit Matter was Address in the Audit* Our principal audit procedures to evaluate managements evaluation included, among other procedures, the following: | | Assessing the relevant terms of the amended and restated Series A Preferred Stock agreement; | | | | Evaluating managements accounting analysis under ASC 480, including whether the amended terms result in classification as a liability, temporary equity, or permanent equity; | | | | Substantively testing all preferred stock issuances during the year; | | | | Evaluating the adequacy of the Companys financial statement disclosures for Preferred Stock. | | /s/ Fruci & Associates II, PLLC Fruci & Associates II, PLLC PCAOB ID #05525 We have served as the Companys auditor since 2019. Spokane, Washington June 24, 2025 F-3 **US NUCLEAR CORP. AND SUBSIDIARIES** **CONSOLIDATED BALANCE SHEETS** **AS OF DECEMBER 31, 2024 AND 2023** **** | | | 2024 | | | 2023 | | | | ASSETS | | | | | | | | | CURRENT ASSETS | | | | | | | | | Cash | | $ | 130,840 | | | $ | 152,840 | | | | Accounts receivable, net | | | 351,398 | | | | 342,172 | | | | Note receivable | | | 41,916 | | | | 21,149 | | | | Inventories | | | 1,536,014 | | | | 1,761,783 | | | | Prepaid expenses and other current assets | | | 10,000 | | | | - | | | | TOTAL CURRENT ASSETS | | | 2,070,168 | | | | 2,277,944 | | | | | | | | | | | | | | | Property and equipment, net | | | 1,964 | | | | 4,217 | | | | Investments | | | 4,539 | | | | 4,539 | | | | Goodwill | | | 570,176 | | | | 570,176 | | | | TOTAL ASSETS | | $ | 2,646,847 | | | $ | 2,856,876 | | | | | | | | | | | | | | | LIABILITIES AND SHAREHOLDERS EQUITY | | | | | | | | | | | CURRENT LIABILITIES | | | | | | | | | | | Accounts payable | | $ | 256,276 | | | $ | 207,929 | | | | Accounts payable - related party | | | - | | | | 456,000 | | | | Accrued liabilities | | | 1,025,954 | | | | 1,020,743 | | | | Accrued compensation - officers | | | 13,000 | | | | 860,000 | | | | Customer deposit | | | 423,548 | | | | 6,771 | | | | Deferred revenue | | | - | | | | 51,578 | | | | Notes payable | | | 169,624 | | | | 104,308 | | | | Convertible notes payable, net of debt discount | | | 405,403 | | | | 600,614 | | | | Note payable to shareholder | | | 92,512 | | | | 1,220,279 | | | | Line of credit | | | 311,273 | | | | 311,273 | | | | TOTAL CURRENT LIABILITIES | | | 2,697,590 | | | | 4,839,495 | | | | | | | | | | | | | | | LONG-TERM LIABILITIES | | | | | | | | | | | Notes payable | | | 805,422 | | | | - | | | | TOTAL LONG-TERM LIABILITIES | | | 805,422 | | | | - | | | | | | | | | | | | | | | TOTAL LIABILITIES | | | 3,503,012 | | | | 4,839,495 | | | | | | | | | | | | | | | COMMITMENTS & CONTINGENCIES | | | - | | | | - | | | | | | | | | | | | | | | SHAREHOLDERS EQUITY: | | | | | | | | | | | | | | | | | | | | | | Preferred stock, $0.0001 par value, 5,000,000 shares authorized: | | | | | | | | | | | Preferred stock, Series A, $0.0001 par value, 10,000 shares authorized, no shares issued and outstanding | | | - | | | | - | | | | Preferred shares to be issued (2,006 shares) | | | 2,006,000 | | | | - | | | | Common stock, $0.0001 par value; 100,000,000 shares authorized, 52,712,778 and 40,173,778 shares issued and outstanding | | | 5,271 | | | | 4,017 | | | | Common shares to be issued (572,660 shares) | | | 45,813 | | | | 126,000 | | | | Additional paid-in capital | | | 16,763,076 | | | | 16,454,048 | | | | Accumulated deficit | | | (19,676,325 | ) | | | (18,566,684 | ) | | | TOTAL SHAREHOLDERS EQUITY | | | (856,165 | ) | | | (1,982,619 | ) | | | TOTAL LIABILITIES AND SHAREHOLDERS EQUITY | | $ | 2,646,847 | | | $ | 2,856,876 | | | The accompanying notes are an integral part of these consolidated financial statements. F-4 **US NUCLEAR CORP. AND SUBSIDIARIES** **CONSOLIDATED STATEMENTS OF OPERATIONS** **FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023** **** | | | 2024 | | | 2023 | | | | Sales | | $ | 2,190,398 | | | $ | 2,231,095 | | | | Cost of sales | | | 1,174,769 | | | | 1,306,789 | | | | Gross profit | | | 1,015,629 | | | | 924,306 | | | | | | | | | | | | | | | Operating expenses | | | | | | | | | | | Professional fees | | | 259,566 | | | | 376,056 | | | | Officer compensation | | | 100,000 | | | | 175,000 | | | | Payroll and related expense | | | 528,835 | | | | 637,172 | | | | Selling, general and administrative expenses | | | 1,662,381 | | | | 1,377,722 | | | | Total operating expenses | | | 2,550,782 | | | | 2,565,950 | | | | | | | | | | | | | | | Loss from operations | | | (1,535,153 | ) | | | (1,641,644 | ) | | | | | | | | | | | | | | Other income (expense) | | | | | | | | | | | Interest expense | | | (225,476 | ) | | | (307,136 | ) | | | Loss on deconsolidation | | | - | | | | (2,539 | ) | | | Amortization of debt discount | | | - | | | | (1,347,070 | ) | | | Loss on investment deposit | | | - | | | | (15,000 | ) | | | Loss on extinguishment of debt | | | - | | | | (79,646 | ) | | | Loss on conversion of stock | | | - | | | | (32,710 | ) | | | Equity loss in investment | | | - | | | | (8,059 | ) | | | Other income | | | 20,703 | | | | - | | | | Total other income (expense) | | | (204,773 | ) | | | (1,792,160 | ) | | | | | | | | | | | | | | Loss before provision for income taxes | | | (1,739,926 | ) | | | (3,433,804 | ) | | | | | | | | | | | | | | Provision for income taxes | | | - | | | | - | | | | | | | | | | | | | | | Net loss | | $ | (1,739,926 | ) | | $ | (3,433,804 | ) | | | | | | | | | | | | | | Preferred stock dividends | | | (74,446 | ) | | | - | | | | Deemed dividend for down-round provision in warrants | | | - | | | | (2,013 | ) | | | Net loss attributed to common stockholders | | $ | (1,814,372 | ) | | $ | (3,435,817 | ) | | | | | | | | | | | | | | Weighted average shares outstanding - basic and diluted | | | 46,763,793 | | | | 36,060,208 | | | | Loss per share basic and diluted | | $ | (0.04 | ) | | $ | (0.10 | ) | | The accompanying notes are an integral part of these consolidated financial statements. F-5 **US NUCLEAR CORP. AND SUBSIDIARIES** **CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY** **FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023** **** | | | Common Stock | | | Common Stock | | | Preferred Stock | | | Preferred Stock | | | Additional Paid-in | | | Accumulated | | | Total Shareholders | | | | | | Shares | | | Amount | | | Payable | | | Shares | | | Amount | | | Payable | | | Capital | | | Deficit | | | Equity | | | | Balance, December 31, 2022 | | | 31,621,242 | | | $ | 3,162 | | | $ | 39,000 | | | | - | | | $ | - | | | $ | - | | | $ | 14,740,401 | | | $ | (15,130,867 | ) | | $ | (348,304 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of common stock for services | | | 4,920,300 | | | | 492 | | | | - | | | | - | | | | - | | | | | | | | 453,673 | | | | - | | | | 454,165 | | | | Issuance of common stock for debt and interest | | | 2,083,000 | | | | 208 | | | | - | | | | - | | | | - | | | | | | | | 350,683 | | | | - | | | | 350,891 | | | | Deemed dividend for down-round provision in warrants | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | 2,013 | | | | (2,013 | ) | | | - | | | | Common shares to be issued for services | | | 260,000 | | | | 26 | | | | 87,000 | | | | - | | | | - | | | | | | | | (87,026 | ) | | | - | | | | - | | | | Additional BCF discount for down-round provision on notes | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | 912,248 | | | | - | | | | 912,248 | | | | Cashless exercise of warrants | | | 1,289,236 | | | | 129 | | | | - | | | | - | | | | - | | | | | | | | (129 | ) | | | - | | | | | | | | Investment in Averox | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | 2,539 | | | | - | | | | 2,539 | | | | Debt discount on issuance of warrant | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | 79,646 | | | | - | | | | 79,646 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | - | | | | (3,433,804 | ) | | | (3,433,804 | ) | | | Balance, December 31, 2023 | | | 40,173,778 | | | $ | 4,017 | | | $ | 126,000 | | | | - | | | $ | - | | | $ | | | | $ | 16,454,048 | | | $ | (18,566,684 | ) | | $ | (1,982,619 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of common stock for services | | | 2,950,000 | | | | 295 | | | | - | | | | - | | | | - | | | | | | | | 204,016 | | | | - | | | | 204,311 | | | | Issuance of common stock for debt and interest | | | 7,789,000 | | | | 779 | | | | - | | | | - | | | | - | | | | | | | | 371,001 | | | | - | | | | 371,780 | | | | Common shares to be issued for services | | | 1,800,000 | | | | 180 | | | | (126,000 | ) | | | - | | | | - | | | | | | | | 125,820 | | | | - | | | | - | | | | Preferred stock dividends, payable in common shares | | | - | | | | - | | | | 45,813 | | | | - | | | | - | | | | | | | | - | | | | (45,813 | ) | | | - | | | | Preferred stock dividends, payable in cash | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (28,633 | ) | | | (28,633 | ) | | | Adoption of ASC 2020-06 | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | (751,809 | ) | | | 704,731 | | | | (47,078 | ) | | | Series A Preferred Stock to be issued for conversion of debt | | | - | | | | - | | | | - | | | | - | | | | - | | | | 1,878,000 | | | | - | | | | - | | | | 1,878,000 | | | | Series A Preferred Stock to be issued for cash | | | - | | | | - | | | | - | | | | - | | | | - | | | | 128,000 | | | | - | | | | - | | | | 128,000 | | | | Forgiveness of related party debt | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | 360,000 | | | | - | | | | 360,000 | | | | Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | - | | | | (1,739,926 | ) | | | (1,739,926 | ) | | | Balance, December 31, 2024 | | | 52,712,778 | | | $ | 5,271 | | | $ | 45,813 | | | | - | | | $ | - | | | $ | 2,006,000 | | | $ | 16,763,076 | | | $ | (19,676,325 | ) | | $ | (856,165 | ) | | **** The accompanying notes are an integral part of these consolidated financial statements. F-6 **US NUCLEAR CORP. AND SUBSIDIARIES** **CONSOLIDATED STATEMENTS OF CASH FLOWS** **FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023** | | | 2024 | | | 2023 | | | | | | | | | | | | | OPERATING ACTIVITIES | | | | | | | | | Net loss | | $ | (1,739,926 | ) | | $ | (3,433,804 | ) | | | Adjustment to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | Depreciation and amortization | | | 2,253 | | | | 3,141 | | | | Bad debt expense | | | - | | | | 6,590 | | | | IRS Penalties | | | - | | | | 117,154 | | | | Issuance of common stock for services | | | 204,311 | | | | 454,165 | | | | Amortization of debt discounts | | | - | | | | 1,347,070 | | | | Finance costs | | | 92,500 | | | | 197,643 | | | | Loss on deconsolidation | | | - | | | | 2,539 | | | | Loss on investment deposit | | | - | | | | 15,000 | | | | Loss on extinguishment of debt | | | - | | | | 79,646 | | | | Loss on conversion of stock | | | - | | | | 32,710 | | | | Equity loss in investment | | | - | | | | 8,059 | | | | Changes in operating assets and liabilities: | | | | | | | | | | | Accounts receivable | | | (9,227 | ) | | | (18,904 | ) | | | Inventories | | | 225,768 | | | | 262,881 | | | | Prepaid expenses and other current assets | | | - | | | | 26,370 | | | | Accounts payable | | | 48,347 | | | | 107,531 | | | | Accounts payable - related parties | | | 144,000 | | | | 176,000 | | | | Accrued liabilities | | | 69,720 | | | | 218,110 | | | | Accrued compensation - officers | | | 88,000 | | | | 165,000 | | | | Deferred revenue | | | 76,949 | | | | 51,578 | | | | Customer deposits | | | 288,252 | | | | (81,923 | ) | | | Net cash used in operating activities | | | (509,053 | ) | | | (263,444 | ) | | | | | | | | | | | | | | INVESTING ACTIVITIES | | | | | | | | | | | Purchase of property and equipment | | | - | | | | (858 | ) | | | Employee advance | | | (10,000 | ) | | | - | | | | Note receivable | | | (20,767 | ) | | | (21,149 | ) | | | Cash paid for investment | | | - | | | | (2,539 | ) | | | Net cash used in investing activities | | | (30,767 | ) | | | (24,546 | ) | | | | | | | | | | | | | | FINANCING ACTIVITIES | | | | | | | | | | | Net borrowings (repayments) under lines of credit | | | - | | | | 3,952 | | | | Proceeds from notes payable | | | 249,400 | | | | 122,501 | | | | Repayments on notes payable | | | (178,812 | ) | | | (27,767 | ) | | | Proceeds from convertible notes payable | | | 144,000 | | | | - | | | | Repayments on convertible notes payable | | | (200,000 | ) | | | (129,565 | ) | | | Proceeds from note payable to shareholder | | | 531,100 | | | | 432,200 | | | | Repayments for note payable to shareholder | | | (155,868 | ) | | | (86,600 | ) | | | Proceeds from issuance of preferred stock | | | 128,000 | | | | - | | | | Net cash provided by (used in) financing activities | | | 517,820 | | | | 314,721 | | | | | | | | | | | | | | | NET INCREASE (DECREASE) IN CASH | | | (22,000 | ) | | | 26,731 | | | | | | | | | | | | | | | CASH | | | | | | | | | | | Beginning of period | | $ | 152,840 | | | $ | 126,109 | | | | End of period | | $ | 130,840 | | | $ | 152,840 | | | | | | | | | | | | | | | Supplemental disclosures of cash flow information | | | | | | | | | | | Taxes paid | | $ | - | | | $ | - | | | | Interest paid | | $ | 61,553 | | | $ | 20,435 | | | | | | | | | | | | | | | Non-Cash investing and financing activities | | | | | | | | | | | Beneficial conversion feature on down-round provision | | $ | - | | | $ | 912,248 | | | | Additional principal as consideration of maturity date extension | | $ | 92,500 | | | $ | - | | | | Common shares issued for future services | | $ | - | | | $ | 126,000 | | | | Accrued compensation in exchange for notes payable | | $ | 500,000 | | | $ | - | | | | Deemed dividend on down round provision | | $ | - | | | $ | 2,013 | | | | Common stock issued for conversion of convertible debt and accrued interest | | $ | 371,780 | | | $ | 351,890 | | | | Preferred stock issued for conversion of debt | | $ | 1,878,000 | | | $ | - | | | | Preferred stock dividends payable in common stock | | $ | 45,813 | | | $ | - | | | | Preferred stock dividends payable in cash | | $ | 28,633 | | | $ | - | | | The accompanying notes are an integral part of these consolidated financial statements. F-7 **US NUCLEAR CORP. AND SUBSIDIARIES** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023** **Note 1 Organization and Basis of Presentation** Organization and Line of Business US Nuclear Corp., formerly known as APEX 3, Inc., (the Company or US Nuclear) was incorporated under the laws of the State of Delaware on February 14, 2012. On May 31, 2016, the Company entered into an Asset Purchase Agreement with Electronic Control Concepts (ECC) whereby the Company purchased certain tangible and intangible assets of ECC. The Company is engaged in developing, manufacturing, and selling radiation detection and measuring equipment. The Company markets and sells its products to consumers throughout the world. **** Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. **** Going Concern The accompanying consolidated financial statements have been prepared assuming thatthe Companywill continue as a going concern.The Companyrecorded a net loss of $1,739,926 for the year ended December 31, 2024, and had an accumulated deficit of $19,676,325as of December 31, 2024, which raises substantial doubt about its ability to continue as a going concern. The Companys ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through some private placement offerings of debt and equity securities. These plans, if successful, will mitigate the factors which raise substantial doubt aboutthe Companys ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty. **Note 2 Summary of Significant Accounting Policies** Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Cali From Above, LLC, and Optron and its wholly-owned subsidiary, Overhoff Technology Corporation (Overhoff), and its wholly-owned subsidiary, Electronic Control Concepts (ECC), have been prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. It is possible that accounting estimates and assumptions may be material to the Company due to the levels of subjectivity and judgment involved. F-8 **US NUCLEAR CORP. AND SUBSIDIARIES** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023** Cash and Cash Equivalents Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. There were no cash equivalents as of December 31, 2024 and 2023. Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company places its cash with high quality financial institutions and at times may exceed the FDIC insurance limit. The Company has not and does not anticipate incurring any losses related to this credit risk. Accounts Receivable The Company maintains reserves for potential credit losses for accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded based on the Companys historical collection history in addition to an analysis of future potential credit losses. Management considers the aging of accounts receivable, changes to customer credit ratings, as well as any industry-specific factors and economic growth trends that could impact credit loss estimates. Allowance for doubtful accounts as of December 31, 2024 and 2023 were $5,793 and $6,590, respectively. Inventories Inventories are valued at the lower of cost (determined primarily by the average cost method) or net realizable value. Management compares the cost of inventories with the net realizable value and allowance is made for writing down their inventories to net realizable value, if lower. As of December 31, 2024 and 2023, the Company recorded $37,351 and $37,351, respectively, in allowance for slow moving or obsolete inventory. The Company periodically assessed its inventory for slow moving and/or obsolete items. If any are identified an appropriate allowance for those items is made and/or the items are deemed to be impaired. F-9 **US NUCLEAR CORP. AND SUBSIDIARIES** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023** Property and Equipment Property and Equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of equipment is provided using the straight-line method for substantially all assets with estimated lives as follows: | Furniture and fixtures | 5 years | | | Leasehold improvement | Lesser of lease life or economic life | | | Equipment | 5 years | | | Computers and software | 5 years | | Long-Lived Assets The Company applies the provisions of Accounting Standards Codification (ASC) Topic 360, *Property, Plant, and Equipment*, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review at December 31, 2024 and 2023, the Company believes there was no impairment of its long-lived assets. Goodwill Goodwill represents the excess of the purchase price over the underlying net assets of businesses acquired. The entire goodwill balance in the accompanying financial statements resulted from the Companys acquisition of Overhoff Technology Corporation in 2006. The Company complies with ASC 350, *Goodwill and Other Indefinite Lived Intangible Assets*, requiring that an impairment test be performed at least annually. As of December 31, 2024, and 2023, the Company performed the required impairment analysis, resulting in no impairment adjustments. Significant estimates used in the goodwill impairment analysis may change in the upcoming year if revenues do not rebound and the cost of materials continues to increase. Derivative Financial Instruments The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. During the years ended December 31, 2024, and 2023, there were no derivative liabilities associated with our convertible notes payable. F-10 **US NUCLEAR CORP. AND SUBSIDIARIES** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023** Investments The Company accounts for investments in equity securities without a readily determinable fair value at cost, minus impairment. If the Company identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, the Company measures the equity security at fair value as of the date that the observable transaction occurred (the measurement alternative) in accordance with ASC 321. The Company accounts for investments for which it owns 20% or more, but less than 50% on the equity method in accordance with ASC 323. Fair Value of Financial Instruments For certain of the Companys financial instruments, including cash, accounts receivable, accounts payable, accrued liabilities, customer deposits, and line of credit, the carrying amounts approximate their fair values due to their short maturities. In addition, the Company has a note payable to a shareholder that the carrying amount also approximates fair value. Convertible Preferred Stock The Company has authorized 10,000 shares of Series A Convertible Preferred Stock, each share convertible into 10,000 shares of the Companys common stock. The preferred stock carries a dividend rate of 6% per annum, payable quarterly within 90 days of the applicable quarter, and 1,200 shares of common stock for each share of Series A titled to each holder. At any time after January 31, 2026, the Company has the right, but is not obligated, to call and redeem any outstanding Series A Preferred for $1,000 per share or to convert each share of Series A Preferred into 10,000 common shares.The Series A Convertible Preferred mature on January 31, 2028, at which time the Company shall convert all Series A Preferred into 10,000 common shares per Preferred. The Company relied upon guidance and accounted for the Series A Convertible Preferred in accordance with ASC 480 and ASC 470 and determined that the Series A Preferred shares would be considered equity transactions. Except for the dividends, the only mandatory payments are the conversions at maturity, however since the conversions are settled in the Companys own common stock, the Series A Preferred do not meet the criteria for liability classification. The Company also considered the requirement to classify the Series A Convertible Preferred as temporary equity; however, the Series A shares are not redeemable at the holders discretion. The Call option rests solely with management of the Company and the mandatory redemption does not necessitate cash payment since the Company has the option to settle in common stock. The Company considered it highly unlikely that it would redeem the shares for cash at maturity. In addition, extinguishment of debt transactions with related parties are considered to be a capital transaction. Revenue Recognition Accounting Standards Update (ASU) No. 2014-09,*Revenue from Contracts with Customers*(*Topic 606*), became effective for the Company on January 1, 2018. The Companys revenue recognition disclosure reflects its updated accounting policies that are affected by this new standard. The Company applied the modified retrospective transition method for open contracts for the implementation of*Topic 606.*As**sales are and have been primarily from the sale of products to customers, and the Company has no significant post-delivery obligations, this new standard did not**result in a material recognition of revenue on the Companys accompanying consolidated financial statements for the cumulative impact of applying this new standard. The Company made no adjustments to its previously reported total revenues, as those periods continue to be presented in accordance with its historical accounting practices under*Topic 605, Revenue Recognition*. Revenue from the product sales is recognized under*Topic 606*in a manner that reasonably reflects the delivery of its products to customers in return for expected consideration and includes the following elements: | | | executed contracts with the Companys customers that it believes are legally enforceable; | | | | | identification of performance obligations in the respective contract; | | | | | determination of the transaction price for each performance obligation in the respective contract; | | | | | allocation the transaction price to each performance obligation; and | | | | | recognition of revenue only when the Company satisfies each performance obligation. | | These five elements, as applied to each of the Companys revenue category, is summarized below: | | | Product sales - revenue is recognized when the Company performs its obligations under the contracts it has with its customers to deliver products at an agreed upon price and it is generally when the control of the product has been transferred to the customer. | | ** Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as customer deposits. F-11 **US NUCLEAR CORP. AND SUBSIDIARIES** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023** Sales returns and allowances were $0 and $0 for the years ended December 31, 2024, and 2023, respectively. The Company provides a one-year warranty on all sales. Warranty expense for the years ended December 31, 2024, and 2023 was insignificant. The Company does not provide unconditional right of return, price protection or any other concessions to its customers. See Notes 11 and 12 for disclosures of revenue disaggregated by geographical area and product line. Customer Deposits Customer deposits represent cash paid to the Company by customers before the product has been completed and shipped and are considered fully refundable. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, *Income Taxes*. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets willnot be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Under ASC 740, a tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the more likely than not test, no tax benefit is recorded. The adoption had no effect on the Companys consolidated financial statements. Stock-Based Compensation The Company records stock-based compensation in accordance with FASB ASC Topic 718, *Compensation Stock Compensation*. FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employees requisite service period. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees. F-12 **US NUCLEAR CORP. AND SUBSIDIARIES** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023** Basic and Diluted Earnings Per Share Earnings per share is calculated in accordance with ASC Topic 260, *Earnings Per Share*. Basic earnings per share (EPS) is based on the weighted average number of common shares outstanding. Diluted EPS is based on the assumption that all dilutive convertible shares and stock warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. As of December 31, 2024, and 2023 there were 21,000,000 and 1,000,000 warrants outstanding, respectively, to purchase shares of common stock. Basic and diluted earnings per share are the same during the years ended December 31, 2024, and 2023 due to the net loss incurred. As of December 31, 2024, the number of potentially dilutive shares issuable on our convertible notes and accrued interest, and convertible Series A preferred was 7,332,950. Segment Reporting FASB ASC Topic 280, *Segment Reporting*, requires use of the management approach model for segment reporting. The management approach model is based on the way a companys management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has two reportable segments. See Note 11. Related Parties The Company accounts for related party transactions in accordance with ASC 850, *Related Party Disclosures*. A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. Reclassifications Certain prior period amounts were reclassified to conform to the manner of presentation in the current period. These reclassifications had no effect on the net loss or shareholders equity. Recent Accounting Pronouncements ** In August 2020, the Financial Accounting Standards Board (FASB) issued guidance (ASC 2020-06), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entitys own equity. Among other changes, the guidance removes the liability and equity separation models for convertible instruments. Instead, entities will account for convertible debt instruments wholly as debt unless convertible instruments contain features that require bifurcation as a derivative or that result in substantial premiums accounted for as paid-in capital. The guidance also requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. The guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020, and can be adopted on either a retrospective or modified retrospective basis. We adopted this guidance on January 1, 2024, using the modified retrospective approach whereby amounts previously reported have not been revised. Upon adoption we recognized a decrease to additional paid-in capital of $751,809, an increase to long-term debt of $47,078, and a cumulative-effect adjustment to accumulated deficit of $704,731. F-13 **US NUCLEAR CORP. AND SUBSIDIARIES** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023** In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07). ASU 2023-07 is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. The main provisions of ASU 2023-07 require a public entity to disclose on an annual and interim basis: (i) significant segment expenses provided to the chief operating decision maker, (ii) an amount representing the difference between segment revenue less segment expenses disclosed under the significant segment expense principle and each reported measure of segment profit or loss and a description of its composition, (iii) provide all annual disclosures about a reportable segments profit or loss and assets currently required under Topic 280 in interim periods, (iv) clarify that if the chief operating decision maker uses more than one measure of a segments profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit, (v) the title and position of the chief operating decision maker and an explanation of how the chief operating decision maker uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources, and (vi) all disclosures required by ASU 2023-07 and all existing segment disclosures under Topic 280 for an entity with a single reportable segment. The new guidance is effective for the fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted ASU 2023-07 as of December 31, 2024, and has determined that this ASU does not have a material effect on the Companys consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures. The main provisions of ASU 2023-09 require a public entity to disclose on an annual basis (i) specific prescribed categories in the rate reconciliation, (ii) additional information for reconciling items that meet a quantitative threshold, (iii) the amount of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes, (iv) the amount of income taxes paid, net of refunds received, disaggregated by individual jurisdictions in which income taxes paid is equal to greater than 5 percent of total income taxes paid, (v) income or loss from continuing operations before income tax expense or benefit disaggregated between domestic and foreign, and (vi) income tax expense or benefit from continuing operations disaggregated by federal, state, and foreign. ASU 2023-09 also removes certain disclosure requirements related to unrecognized tax benefits and cumulative unrecognized temporary differences. The new guidance is effective for the fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted ASU 2023-09 as of December 31, 2024, and has determined that this ASU does not have a material effect on the Companys consolidated financial statements and related disclosures. **Note 3 Inventories** Inventory at December 31, 2024 and 2023 consisted of the following: | | | 2024 | | | 2023 | | | | Raw materials | | $ | 867,260 | | | $ | 983,996 | | | | Work in Progress | | | 446,044 | | | | 283,568 | | | | Finished goods | | | 222,710 | | | | 494,219 | | | | Total inventories | | $ | 1,536,014 | | | $ | 1,761,783 | | | At December 31, 2024 and 2023 the inventory reserve was $37,351 and $37,351, respectively. **** **Note 4 Property and Equipment** **** The following are the details of property and equipment at December 31, 2024 and 2023: | | | 2024 | | | 2023 | | | | Furniture and fixtures | | $ | 104,674 | | | $ | 148,033 | | | | Leasehold Improvements | | | 50,091 | | | | 50,091 | | | | Equipment | | | 237,418 | | | | 237,418 | | | | Computers and software | | | 40,340 | | | | 40,339 | | | | | | | 432,523 | | | | 475,881 | | | | Less accumulated depreciation | | | (430,559 | ) | | | (471,664 | ) | | | Property and equipment, net | | $ | 1,964 | | | $ | 4,217 | | | Depreciation expense for the years ended December 31, 2024, and 2023 was $2,253and $3,141, respectively. At December 31, 2024 and 2023, the Company had $425,219 of fully depreciated property and equipment that is still in use. F-14 **US NUCLEAR CORP. AND SUBSIDIARIES** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023** **Note 5 Investments** **** MIFTEC On August 3, 2018, the Company closed an agreement by and among, MIFTEC Laboratories, Inc. (MIFTEC), a licensee of Magneto-Inertial Fusion Technologies, Inc., (MIFTI), and the Company. MIFTEC is a licensee of MIFTI radionuclide technology. MIFTEC will engage the Company to manufacture equipment pursuant to MIFTECs specifications and designs and have the Company as a sales representative for the manufactured equipment. The Company will be the exclusive manufacturer and supplier to MIFTEC of equipment in North America and Asia. In addition, the Company received a 10% ownership interest in MIFTEC. The consideration for the exclusive manufacturing rights and a 10% ownership interest in MIFTEC was $500,000 and 300,000 shares of the Companys common stock valued at $594,000. The fair value was determined based on the Companys stock price on August 3, 2018. The Company recorded the value of the 10% interest in MIFTEC at $10,000 and recorded $1,084,000 as the acquisition of manufacturing and supply rights in the accompanying consolidated statement of operations during the year ended December 31, 2018. The Company evaluated this investment for impairment and determined that an impairment of $9,000 was necessary during the year ended December 31, 2019. The carrying value of this investment at December 31, 2024 and 2023 was $1,000 and $1,000, respectively. MIFTI In April 2019, the Company also entered into a Cooperative Agreement with MIFTI whereby the Company acquired certain exclusive manufacturing and supply rights, including thermonuclear fusion-powered reactor for production of electricity per MIFTI designs in return for $500,000, of which $100,000 is payable upon signing, $200,000 within four months of the agreement and $200,000 within nine months of the agreement. The $500,000 is an option to buy a 10% interest in MIFTI for $2,700,000, if completed with 24 months of the agreement date. If the option expires, MIFTI shall issue the Company 500,000 shares of common stock and rescind all other exclusive rights contained in the agreement. The option was rescinded, and the Company received 500,000 shares of MIFTI common stock which represents an ownership of approximately 0.56% for its $500,000 investment. The Company evaluated this investment for impairment and determined that an impairment of $499,000 was necessary during the year ended December 31, 2019. The carrying value of this investment at December 31, 2024 and 2023 was $1,000 and $1,000, respectively. GRAPHETON On February 5, 2020, the Company entered into a Stock Purchase Agreement (SPA) with Grapheton, Inc., a California corporation (Grapheton). The transaction was closed on March 12, 2020. Grapheton is a start-up company that focuses on building energy storage devices, known as supercapacitors, from a new material system. The technology utilized by Grapheton has been proven to provide a compelling advantage in microelectrode arrays with superior electrical and electrochemical properties. Pursuant to the terms of the SPA, the Corporation will acquire a total of 2,552 shares of Graphetons common stock over a two-year period. At closing, the Company was issued at total of 1,452 shares of Graphetons common stock for $235,000 and 858,896 shares of the Companys common stock valued at $601,227. In connection with the SPA, during the second quarter of 2021 the Company received an additional1,100shares of Graphetons common stock in exchange for the Companys issuing an additional1,121,071shares of common stock valued at $633,405. In addition, Grapheton fulfilled its requirements under the earn out provision and the Company is obligated to make the first earn out payment of $192,500. This amount is recorded as accrued expense in the accompanying consolidated balance sheet. An additional true up issuance of the Companys common stock to Grapheton may be made on the second anniversary of the closing of the SPA, based on the valuation of the Companys common stock on that date by a third-party valuator. The Company currently owns 35.2% of Grapheton and accounts for its investment in Grapheton using the equity method of accounting in accordance with ASC 323. F-15 **US NUCLEAR CORP. AND SUBSIDIARIES** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023** Information regarding Grapheton as of and for the year ended December 31, 2024, is below: | Current assets | | $ | 7,054 | | | | Total assets | | | 11,103 | | | | Current liabilities | | | 1,763,822 | | | | Total liabilities | | | 1,763,822 | | | | Total stockholders equity | | | (1,752,719 | ) | | | | | | | | | | Revenue | | $ | - | | | | Operating expenses | | | (27,651 | ) | | | Other expenses | | | - | | | | Net loss | | | (27,651 | ) | | **** The Company evaluated this investment and recorded a loss attributed to equity investment of $0 during the year ended December 31, 2024. The carrying value of this investment on December 31, 2024 was $0. **** **Note 6 Deconsolidation of Subsidiary** On March 3, 2023, the Company divested itself of its wholly owned subsidiary, Cali From Above, through a Membership Interest Purchase Agreement with the Companys President and Chief Executive Officer, Robert Goldstein. Consideration received by the Company was65,000,000shares of Averox, Inc. (OTC:AVRI), resulting in the Company owning26% of the issued and outstanding shares of common stock of AVRI. The Company considered the guidance under ASC 810-10-40 in determining the accounting treatment for the transaction and it was determined that the fair value of the65,000,000shares received on March 3, 2023, was $2,539, which was the fair value of the assets transferred upon deconsolidation by the Company. Additionally, this method was used due to there being no active trading by Averox on the date of the transaction. Also at closing, the Company and Cali From Above signed a Cooperation Agreement whereby the Company holds exclusive sourcing and manufacturing rights for Cali From Above products, thus making Cali From Above a new customer of the Company. Upon deconsolidation, the Company recorded a loss of $2,539, reflecting the value of $2,539in cash in Cali From Above. **** **Note 7 Notes Payable** In connection with the acquisition of assets from ECC the Company issued a note payable to the owner of ECC. The note accrued interest at 5% per annum, requires quarterly principal and interest payments of $4,518 and is due on April 15, 2021. At December 31, 2024 and 2023, the amount outstanding under this note payable was $5,272and $5,272, respectively. The Company was in default on payment of the note payable as of December 31, 2024. The Company has communicated with the debt holder, and the amount is considered payable on demand as of December 31, 2024. On December 26, 2020, a line of credit held by the company had matured, and based on the terms of the line of credit agreement was converted to a note payable upon demand. The obligation accrues interest at the rate of $10.89per day until the bank receives full payment. As of December 31, 2024, the balance owed by the Company was $1,500. On October 12, 2023, the Company entered into a note payable in the amount of $125,000 and included an origination fee of $2,500, which was deducted from the proceeds. The note bears non-annualized interest of $25,000 and 52 payments of $2,885 are to be paid weekly until paid in full. As of December 31, 2024, the note was paid in full. On September 30, 2024, the Company entered into a Promissory Note with Gold Team Inc., a company owned by the Companys CEO, in the amount of $300,000. The Note bears interest of 7.2% per annum, payable quarterly, and matures on October 1, 2027. As of December 31, 2024, the balance of principal and interest on the Note was $305,400. (See Note 15) On September 30, 2024, the Company entered into a Promissory Note with Robert Goldstein, the Companys CEO, in the amount of $350,000. The Note bears interest of 7.2% per annum, payable quarterly, and matures on October 1, 2027. As of December 31, 2024, the balance of principal and interest on the Note was $356,300. (See Note 15) On September 30, 2024, the Companys previous CFO, Richard Landry, agreed to convert $150,000 in accrued compensation owed to him by the Company into a three-year Promissory Note. The Note bears interest of 7.2% per annum, payable quarterly, and matures on October 1, 2027. As of December 31, 2024, the balance of principal and interest on the Note was $152,700. On October 29, 2024, the Company entered into a note payable in the amount of $110,000. The note bears non-annualized interest of $31,900 and 78 payments of $1,819 are to be paid weekly until paid in full. As of December 31, 2024, the balance of principal and interest on the Note was $127,346. On October 31, 2024, the Company entered into a note payable in the amount of $79,400 and included an origination fee of $2,374. The note bears non-annualized interest of 22,153 and 65 payments of $,1562 are to be paid weekly until paid in full. As of December 31, 2024, the balance of principal and interest on the Note was $68,406. During the twelve months ended December 31, 2024, the Company received $2,500 from Cali From Above, a related party. The note is payable on demand and non-interest bearing. F-16 **US NUCLEAR CORP. AND SUBSIDIARIES** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023** Convertible Notes On May 5, 2022, the Company received a loan in connection with the issuance of stock warrants in the amount of $750,000. The loan has terms of 12 months and accrues interest at 5% per annum. As part of the issuance of the loan, the company identified debt discounts related to the warrants issued, the incentive shares issued as discussed in Note 10, the beneficial conversion feature of the debt, and the expenses paid as part of the issuance. The total debt discounts recorded as of the date of the note was $550,538. On January 1, 2024, and upon adoption of ASC 2020-06, the total remaining unamortized debt discount on this note was adjusted and recorded as part of a cumulative-effect adjustment to accumulated deficit. On October 10, 2022, the Company received a loan in connection with the issuance of stock warrants in the amount of $375,000. The loan has terms of 12 months and accrues interest at5% per annum. As part of the issuance of the loan, the company identified debt discounts related to the warrants issued, the beneficial conversion feature of the debt, and the expenses paid as part of the issuance. The total debt discount recorded as of the date of the note was $200,488. On January 1, 2024, and upon adoption of ASC 2020-06, the total remaining unamortized debt discount on this note was adjusted and recorded as part of a cumulative-effect adjustment to accumulated deficit. Effective January 1, 2024, the Company adopted guidance which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entitys own equity. This guidance was adopted using a modified retrospective approach. The Company used the modified retrospective approach whereby amounts previously reported have not been revised. Upon adoption we recognized a decrease to additional paid-in capital of $751,809, an increase to long-term debt of $47,078, and a cumulative-effect adjustment to accumulated deficit of $704,731. (See Note 2) On April 17, 2024, the Holder of the Companys convertible Notes issued on May 5, 2022, and October 10, 2022, agreed to extend the maturity dates to December 31, 2024, under Amendment #2 of the Notes. In consideration for extending the maturity dates, the principal balance of Note 1 was increased by $50,000 and the principal balance of Note 2 was increased by $20,000. During the twelve months ended December 31, 2024, the Company converted $371,780 in principal and interest in exchange for 7,789,000 shares of common stock. On December 20, 2024, the Company received $72,000 through Digital Trust, LLC (custodian to an IRA owned by Michael Hastings, our CFO), in connection with a convertible note. The loan has terms of 62 months and accrues interest at 6% per annum, payable quarterly. The note is convertible any time after six months from the effective date and is convertible at a rate of 200,000 common shares per $12,000 of all principal and interest then outstanding. On December 20, 2024, the Company received $72,000 from a shareholder, in connection with a convertible note. The loan has terms of 62 months and accrues interest at 6% per annum, payable quarterly. The note is convertible any time after six months from the effective date and is convertible at a rate of 200,000 common shares per $12,000 of all principal and interest then outstanding. The following table summarizes certain details related to our outstanding convertible notes: | | | December 31, 2024 | | | | | | | | | | | | | Maturity Date | | Principal Amount | | | Contractual Interest | | | Stated Interest Rate | | | Default Interest | | | Effective InterestRate | | | | December 31, 2024 | | $ | 261,403 | | | $ | 215 | | | | 5 | % | | | 16 | % | | | 5.084 | % | | | February 20, 2030 | | $ | 72,000 | | | $ | - | | | | 6 | % | | | 12 | % | | | 6.168 | % | | | February 20, 2030 | | $ | 72,000 | | | $ | - | | | | 6 | % | | | 12 | % | | | 6.168 | % | | Demand Note Payable to Shareholder **** Robert Goldstein, the CEO and majority shareholder, has loaned funds to the Company from time to time to cover general operating expenses. These loans are evidenced by unsecured, non-interest-bearing notes, payable upon demand. During the twelve months ended December 31, 2024, the Companys majority shareholder loaned $531,100 to the Company and was repaid $155,867. On September 30,2024, $1,203,000 owed to Mr. Goldstein was converted to 1,203 Series A Convertible Preferred shares of the Company (see Note 10) and $300,000 was forgiven by Mr. Goldstein and was recorded as a credit to additional paid in capital. As of December 31, 2024, and December 31, 2023, the balances due were $92,512 and $1,220,279, respectively. F-17 **US NUCLEAR CORP. AND SUBSIDIARIES** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023** On September 30, 2024, Gold Team Inc., a company owned by the Companys CEO, Robert Goldstein, agreed to convert $300,000 of the balance owed to him for accrued rents payable to a long-term note payable. The Note bears interest of 7.2% per annum, payable quarterly, and matures on October 1, 2027. As of December 31, 2024, the balance of principal and interest on the Note was $305,400. (See Note 15) On September 30, 2024, the Companys CEO, agreed to convert $350,000 of the balance owed to him for accrued compensation to a long-term note payable. The Note bears interest of 7.2% per annum, payable quarterly, and matures on October 1, 2027. As of December 31, 2024, the balance of principal and interest on the Note was $356,300. (See Note 15) Future maturities of all loans and notes payable as of December 31, 2024, are as follows: | Years ended December 31, | | December 31, 2024 | | | December31, 2023 | | | | 2025 | | $ | 537,190 | | | $ | 570,176 | | | | 2026 | | | 30,270 | | | | | | | | 2027 | | | 944,000 | | | | | | | | 2028 | | | | | | | | | | | 2029 | | | - | | | | | | | | Thereafter | | | | | | | | | | | | | $ | 1,511,460 | | | $ | 570,176 | | | **Note 8 Lines of Credit** As of December 31, 2024, the Company had three lines of credit with a maximum borrowing amount of $400,000 with interest ranging from 5.5% to 11.5%. As of December 31, 2024, and 2023, the amounts outstanding under these lines of credit were $311,273 and $311,273, respectively. **** **Note 9 Leases** The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Companys leases do not provide a readily determinable implicit rate. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate which is based on the interest rate of similar debt outstanding. The Company leases its current facilities from Gold Team Inc., a company owned by the Companys CEO, which owns both the Canoga Park, CA and Milford, Ohio locations. The leases expire annually on April 30 and the Company exercised its renewal option for an additional 12 months. The new lease is not more than 12 months; therefore, the Company has elected the short-term lease exclusion under ASC 842. On October 1, 2024, Gold Team agreed to the forbearance of rent on both properties until July 1, 2025. Future minimum lease payments under this agreement for the twelve months ending December 31, 2025, is $108,000. Effective January 1, 2019, the Company adopted the provision of ASC 842 Leases. The lease expense for the twelve months ended December 31, 2024, and 2023 was $162,000 and $168,000, respectively. Cash paid under operating leases during the twelve months ended December 31, 2024, and 2023 was $0 and $0, respectively. On September 30, 2024, the cumulative balance payable on the leases was $618,000, of which $300,000 was converted to 300 Series A Convertible Preferred shares of the Company and the remaining balance of $300,000 was converted to a long-term note payable. (see Notes 7 and 10) As of December 31, 2024, the weighted average remaining lease terms were 0.1 years, and the weighted average discount rate was 8%. F-18 **US NUCLEAR CORP. AND SUBSIDIARIES** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023** **** **Note 10 Shareholders Equity** **** *Common stock* During the twelve months ended December 31, 2024, the Company issued: | | 1,000,000 shares of common stock to its CFO, valued at $94,800; and | | | | 9,589,000 shares of common stock valued at $371,780 in satisfaction of convertible debt and interest; and | | | | 1,950,000 shares of common stock to consultants for services rendered valued at $109,411. The fair value was determined based on the Companys stock price on the grant date; and | | During the twelve months ended December 31, 2023, the Company issued: | | 2,600,000 shares of common stock to its Directors and President, valued at $239,080; and | | | | 2,083,000 shares of common stock valued at $350,891 in satisfaction of convertible debt and interest; and | | | | 2,580,300 shares of common stock to consultants for services rendered valued at $215,085. The fair value was determined based on the Companys stock price on the grant date; and | | | | 771,845 and 517,391 shares of common stock in a cashless exercise of 1,500,000 and 1,000,000 warrants, respectively. | | **Convertible Preferred Stock, Series A** On November 27, 2024, the Company amended its Articles of Incorporation to authorize Series A Convertible Preferred Stock. The number of shares constituting such Series A Preferred Stock shall be10,000shares, par value of $.0001, out of the5,000,000shares, par value of $.0001, of preferred stock authorized by the Corporation in its Certificate of Incorporation. Each share of Series A Preferred Stock shall have a stated value of $1,000(the Stated Value).Each holder of Series A Preferred Stock shall have the right to convert1share of Series A Preferred Stock into10,000shares of common stock in the Corporation, at the election of the holder by the holder delivering written notice of such conversion to the Board of Directors for the Corporation, pursuant to any procedure established by the Board of Directors. Holders of Series A Preferred Stock shall be entitled to receive an annual dividend, payable quarterly (i.e., every three months in a calendar year), within ninety (90) days of the last day of the applicable quarter, and prorated, where and if necessary, of (a)6% of the holders Stated Value, in the aggregate based on the number of Series A Convertible Shares titled to such holder, in cash, and (b)1,200 shares of common stock for each share of Series A Preferred stock titled to such holder. Holders of Series A Preferred Stock are entitled to vote on any and all matters submitted to the vote of the common shareholders of the Corporation with each share of Series A Preferred Stock equaling10,000shares of shares of common stock on a fully converted basis. As of December 31, 2024, the Company is obligated, but has not yet issued: | | 300shares of preferred stock to a related party for the conversion of $300,000in accrued rent payable; | | | | 375shares of preferred stock to a related party for the conversion of $375,000in accrued compensation; | | | | | 1,203shares of preferred stock to a related party for the conversion of $1,203,000in shareholder advances. | | | | | | | | | | 128shares of preferred stock to a related party for $128,000 in cash. | | As of December 31, 2024, the Company accrued $28,633 in cash dividends and 572,660 common stock dividends at a fair value of $45,813. All current holders of our Series A preferred agreed to defer payment of accrued interest and common stock dividends entitled to them until June 30, 2025. **Additional Paid in Capital** During the twelve months ending December 31, 2024, the Company recorded $360,000to additional paid in capital as result of forgiveness of debt by a related party. F-19 **US NUCLEAR CORP. AND SUBSIDIARIES** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023** ** On September 30, 2024, the date of issuance for the converted related party debt to Series A Convertible Preferred, the fair market value was estimated using the Option Pricing Model and the fair value of the underlying shares. Since the estimated fair market value was substantially lower than the liability extinguished and the transaction is not considered an arms length transaction, the Company recorded the aggregate value of the liability extinguished as a capital contribution. ** **Warrants** The following table summarizes the activity related to warrants: | | | | | | | | | Weighted | | | | | | | | | | | | Weighted | | | Average | | | | | | | | | | | | Average | | | Remaining | | | Aggregate | | | | | | Warrants | | | Exercise | | | Contractual | | | Intrinsic | | | | | | Outstanding | | | Price | | | Life | | | Value | | | | Outstanding, December 31, 2022 | | | 2,500,000 | | | $ | 0.11 | | | | 2.32 | | | $ | - | | | | Granted | | | 1,000,000 | | | $ | 0.05 | | | | 5.00 | | | $ | - | | | | Forfeited | | | - | | | | | | | | | | | | - | | | | Exercised | | | 2,500,000 | | | | | | | | | | | | - | | | | Outstanding, December 31, 2023 | | | 1,000,000 | | | $ | 0.05 | | | | 4.86 | | | $ | - | | | | Granted | | | | | | | | | | | | | | | | | | | Forfeited | | | - | | | | | | | | | | | | | | | | Exercised | | | - | | | | | | | | | | | | | | | | Outstanding, December 31, 2024 | | | 1,000,000 | | | $ | 0.04 | | | | 3.78 | | | $ | 39,000 | | | | Exercisable, December 31, 2024 | | | 1,000,000 | | | $ | 0.04 | | | | 3.78 | | | $ | 39,000 | | | The above warrants contain a down-round provision that requires the exercise price to be adjusted if the Company sells shares of common stock below the current exercise price. During the twelve months ending December 31, 2023, the Company issued shares of common stock for $0.052 therefore, the exercise price of these warrants was adjusted from $0.75 to $0.052 pursuant to the down-round provision in the warrant agreement. For the twelve months ending December 31, 2024, and 2023, the change in fair value between the value of the warrants using the new exercise price versus the old exercise price was calculated to be $0 and $2,013, respectively. These amounts are recorded as a deemed dividend in the accompanying consolidated financial statements. The following table summarizes information about outstanding and exercisable warrants as of December 31, 2024 **** | Outstanding and Exercisable | | | | Number of Warrants | | | Exercise Price | | | | | 1,000,000 | | | $ | 0.05 | | | | | 1,000,000 | | | | | | | **Note 11 Segment Reporting** ASC Topic 280, Segment Reporting, requires use of the management approach model for segment reporting. The management approach model is based on the way a companys management organizes segments within the company for making operating decisions and assessing performance. The Company has two reportable segments: Optron and Overhoff. Optron is located in Canoga Park, California and Overhoff is located in Milford, Ohio. The assets and operations of the Companys acquisition of the assets of Electronic Control Concepts are included with Overhoff in the table below. The assets and operations of the Companys subsidiary, Cali From Above are included with Optron in the table below up to the date of deconsolidation on March 3, 2023. (See Note 6) F-20 **US NUCLEAR CORP. AND SUBSIDIARIES** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023** Although the reportable segments use similar production processes for the Companys hardware and software products and services, each one is managed separately to better align with the type of product manufactured. Our Optron facility produces radiation monitors, while the Overhoff facility manufactures tritium monitors. Both facilities offer calibration and repair services to the respective monitor systems or devices. The Company currently evaluates the performance of its reportable segments based on net sales and operating income. The Companys Chief Operating Decision Maker (CODM) does not utilize any additional profit/loss metrics or any detailed asset allocations as part of the overall analysis, as the Company does not currently have these specific details available for review. While efforts are being made to enhance our internal metrics and reporting processes, currently, a complete suite of expense metrics for evaluating the effectiveness of our resource allocation across all segments is not fully operational. We are exploring project management tools and centralized platforms to integrate data from various sources and improve visibility into resource utilization. For each reporting segment, the Manager of Operations reports to the CODM, who is the Companys CEO, Robert Goldstein. The following tables summarize the Companys segment information for the years ended December 31, 2024, and 2023: | | | Years Ended December 31, | | | | | | 2024 | | | 2023 | | | | Sales | | | | | | | | | Optron | | $ | 154,013 | | | $ | 277,511 | | | | Overhoff | | | 2,036,385 | | | | 1,953,584 | | | | Corporate | | | - | | | | - | | | | | | $ | 2,190,398 | | | $ | 2,231,095 | | | | | | | | | | | | | | | Gross profit | | | | | | | | | | | Optron | | $ | (178,630 | ) | | $ | 152,772 | | | | Overhoff | | | 1,194,258 | | | | 771,534 | | | | Corporate | | | - | | | | - | | | | | | $ | 1,015,628 | | | $ | 924,306 | | | | | | | | | | | | | | | Income (loss) from operations | | | | | | | | | | | Optron | | $ | (1,169,160 | ) | | $ | (985,803 | ) | | | Overhoff | | | 169,394 | | | | 12,567 | | | | Corporate | | | (535,387 | ) | | | (668,407 | ) | | | | | $ | (1,535,153 | ) | | $ | (1,641,644 | ) | | | | | | | | | | | | | | Interest Expenses | | | | | | | | | | | Optron | | $ | 9,285 | | | $ | 14,346 | | | | Overhoff | | | 31,752 | | | | 19,391 | | | | Corporate | | | 184,439 | | | | 273,399 | | | | | | $ | 225,476 | | | $ | 307,136 | | | | | | | | | | | | | | | Net income (loss) | | | | | | | | | | | Optron | | $ | (1,178,445 | ) | | $ | (1,007,689 | ) | | | Overhoff | | | 158,345 | | | | (1,824 | ) | | | Corporate | | | (719,826 | ) | | | (2,434,291 | ) | | | | | $ | (1,739,926 | ) | | $ | (3,433,804 | ) | | | | | As of December 31, | | | | | | 2024 | | | 2023 | | | | Total Assets | | | | | | | | | Optron | | $ | 789,416 | | | $ | 830,844 | | | | Overhoff | | | 1,836,834 | | | | 2,007,107 | | | | Corporate | | | 20,597 | | | | 18,925 | | | | | | $ | 2,646,847 | | | $ | 2,856,876 | | | | | | | | | | | | | | | Goodwill | | | | | | | | | | | Optron | | $ | - | | | $ | - | | | | Overhoff | | | 570,176 | | | | 570,176 | | | | Corporate | | | - | | | | - | | | | | | $ | 570,176 | | | $ | 570,176 | | | F-21 **US NUCLEAR CORP. AND SUBSIDIARIES** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023** **Note 12 Geographical Sales** Net geographical sales are based on the location of customers of both reportable segments. Operating income for each geographic segment consists of net sales to third parties. The geographical information provided to the Companys chief operating decision maker for the purpose of making decisions and assessing segment performance excludes asset information. The geographical distribution of the Companys sales for the years ended December 31, 2024, and 2023 is as follows: | | | 2024 | | | 2023 | | | | Geographical sales | | | | | | | | | North America | | $ | 1,668,963 | | | $ | 1,976,172 | | | | Asia | | | 380,352 | | | | 172,308 | | | | South America | | | 19,698 | | | | 12,356 | | | | Other | | | 121,385 | | | | 70,259 | | | | | | $ | 2,190,398 | | | $ | 2,231,095 | | | **Note 13 Income Taxes** At December 31, 2024, and 2023, the significant components of the deferred tax assets are summarized below: | | | 2024 | | | 2023 | | | | | | | | | | | | | Approximate net operating loss carry forwards | | $ | 16,036,000 | | | $ | 15,927,000 | | | | | | | | | | | | | | | Deferred tax assets: | | | | | | | | | | | Federal net operating loss | | $ | 3,367,515 | | | $ | 3,344,643 | | | | State net operating loss | | | 1,116,797 | | | | 1,086,735 | | | | Tax credit | | | 49,740 | | | | 49,740 | | | | Goodwill | | | (148,373 | ) | | | (148,373 | ) | | | Total deferred tax assets | | | 4,385,679 | | | | 4,332,745 | | | | Less valuation allowance | | | (4,385,679 | ) | | | (4,332,745 | ) | | | | | $ | - | | | $ | - | | | The valuation allowance increased by $52,934 in 2024 and increased by $1,553,998 in 2023. The Company generated additional net operating losses for the twelve months ended December 31, 2024, of $109,000. The valuation allowance in 2024 was adjusted to true-up to the tax returns as filed through December 31, 2023. The Companys remaining tax credit carryforwards of $49,740 begin to expire in 2027 and its net operating loss carryforward of approximately $16,036,000 begins to expire in 2027. Income tax expense reflected in the consolidated statements of income consist of the following for 2024 and 2023: | | | 2024 | | | 2023 | | | | Current | | | | | | | | | Federal | | $ | - | | | $ | - | | | | State | | | - | | | | - | | | | | | | - | | | | - | | | | Deferred | | | | | | | | | | | Federal | | | - | | | | - | | | | State | | | - | | | | - | | | | | | | - | | | | - | | | | Income tax expense | | $ | - | | | $ | - | | | F-22 **US NUCLEAR CORP. AND SUBSIDIARIES** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023** The reconciliation of the effective income tax rate to the federal statutory rate for the years ended December 31, 2024, and 2023 is as follows: | | | 2024 | | | 2023 | | | | | | | | | | | | | Federal income tax rate | | | 21.0 | % | | | 21.0 | % | | | State tax, net of federal benefit | | | 6.0 | % | | | 6.0 | % | | | Net operating losses | | | -27.5 | % | | | -27.5 | % | | | Permanent differences | | | -1.0 | % | | | -0.0 | % | | | Amortization of goodwill | | | 0.0 | % | | | 0.3 | % | | | Effective income tax rate | | | 0.0 | % | | | 0.0 | % | | The Company files income tax returns in the U.S. federal jurisdiction, and various state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2019. The Company periodically evaluates the likelihood of the realization of deferred tax assets and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors. Future changes in the unrecognized tax benefit will have no impact on the effective tax rate due to the existence of the valuation allowance. The Company will continue to classify income tax penalties and interest as part of general and administrative expense in its consolidated statements of operations. As of December 31, 2024, and 2023 penalties and interest accrued on unpaid payroll taxes were $72,953 and $117,154, respectively. **Note 14 Concentrations** For the year ended December 31, 2024, one customer accounted for more than 10% of the Company sales at 18.93%. At December 31, 2024, four customers accounted for more than 10% of the accounts receivable balance, 29.1%, 27.6%, 14.4%, and 13.2%, respectively. For the year ended December 31, 2023, three customers accounted for more than 10% of the Company sales,28.38%,11.36%. and11.07%, respectively. At December 31, 2023 two customers accounted for more than 10% of the accounts receivable balance,70.1% and12.2%, respectively. No vendors accounted for more than 10% of the Companys purchases for the years ended December 31, 2024, and 2023. **** **Note 15 Related Party Transactions** The Company leases its current facilities month-to-month from Gold Team Inc., a company principally owned by the Companys CEO, which owns both Canoga Park, CA and Milford, Ohio locations. Rent expense for the twelve months ended December 31, 2024, and 2023 was $162,000and $176,000, respectively. As of December 31, 2024, and December 31, 2023, amounts payable to Gold Team Inc. in connection with the above leases amount to$0and $456,000, respectively (See Notes 7 and 10). As of December 31, 2024, and December 31, 2023, the Company had accrued compensation payable to its CEO of$13,000and $650,000, respectively.On September 30, 2024, the Companys CEO, Robert Goldstein, converted $350,000into a note payable and $375,000into Series A Convertible Preferred stock of the Company (See Notes 7 and 10). F-23 **US NUCLEAR CORP. AND SUBSIDIARIES** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED DECEMBER 31, 2024 and 2023** **** During the year ended December 31, 2024, the Companys prior CFO, Richard Landry, agreed to forgive $60,000of the $210,000owed to him for accrued compensation and converted the balance of $150,000to a note payable. (See Note 8) During the year ended, December 31, 2023, the company issued530,300shares of common stock to Richard Landry for a value of $32,348or $.061per share, the fair value on the grant date. During the year ended December 31, 2024, the Companys CFO, Michael Hastings, invested an aggregate of $200,000 through Digital Trust, LLC (custodian to an IRA owned by Michael Hastings, our CFO), of which $72,000 was a convertible promissory note (See Note 7) and $128,000 was in the form of a subscription agreement that granted Mr. Hastings 128 Preferred, Series A shares of the Company (See Note 10). **Note 16 Subsequent Events** Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were available to be issued and has determined that no material subsequent events exist other than the following: On January 1, 2025, the Company entered into Cashless Warrant Exercise Agreements with two consultants for advisory services. The Agreements entitle the Holders to 2,500,000 shares of common stock at an exercise price of $0.08, with an exercise period of three years. On January 7, 2025, the Company issued 2,580,460 common shares for debt and interest for a value of $154,828, or $0.06 per share. On January 16, 2025, the Company issued 650,000 shares to its CFO as compensation for services for a value of $50,700, or $0.078 per share. On January 16, 2025, the Company issued 200,000 shares to a consultant for services for a value of $14,000, or $0.07 per share. On January 24, 2025, the Company issued 1,786,966 common shares for debt and interest for a value of $107,218, or $0.06 per share, and the note was considered paid in full. On March 6, 2025, the Company issued 1,000,000 common shares for $50,000 cash, or $0.05 per share. On March 19, 2025, the Company issued an additional 834,000 common shares in error, related to March 6, 2025 transaction, and the Company is working with the transfer agent to cancel the shares. On March 26, 2025, the Company received $9,000 from its CFO as a short-term note payable. The Note is on demand and non-interest bearing. On April 2, 2025, the Company received $21,000 from its CFO as a short-term note payable. The Note is on demand and non-interest bearing. On April 2, 2025, the Company repurchased 135,000 shares from a shareholder for $7,425, or $0.06 per share. On April 11, 2025, the Company entered into a two-year Warrant agreement with the operations manager at the Companys Overhoff division. The Agreement allows the Holder to exercise the warrant, in whole or in part, by cash or cashless exercise. The warrant shares will vest, provided the Holder remains continuously employed by the Company through each applicable vesting date: (1) 25% of the warrant shares will best on the first anniversary of the date of this warrant, and (2) the remaining 75% will vest in equal monthly installments over the following twelve months. If the Holder breaches any fiduciary duty, confidentiality obligation, or other duty of loyalty to the Company at any time following the exercise of this warrant, the Company shall have the right to cancel any warrant shares not yet sold or transferred by the Holder, and /or require the Holder to repay to the Company any and all gains realized from the sale, transfer, or other disposition of warrant shares within a period of one year prior to such breach. The Exercise Price will be the average of the high and low trading prices of the common stock on the trading market for the trading day immediately preceding the original date of the issuance of this warrant. A cash exercise requires payment of the exercise price for the number of warrant shares exercised, and a cashless exercise would entitle the Holder to receive that number of warrant shares equal to the quotient obtained by dividing (A-B) x X by (A), where: | (A) | = | the average of the high and low trading prices of the Common stock on the trading market for the trading day immediately preceding the date of such election; | | | (B) | = | the exercise price | | | | (X) | = | the number of warrant shares issuable upon exercise of this warrant in accordance with the terms of this warrant by means of a cash exercise rather than a cashless exercise. | | On April 15, 2025, the Company entered into a promissory note with a third party for $50,000. The Note matures on October 1, 2025, and bears annual interest at 18%, payable monthly. As additional consideration, the lender will receive warrants to purchase common stock of the Company at $0.06 per share with a value of $10,000 (20% of the Note value) for a period of two years. On June 10, 2025, the Company received $25,000 from its CFO as a short-term note payable. The Note is on demand and non-interest bearing. F-24 **15(a)(2). Financial Statement Schedules.** None. **15(a)(3). Exhibits.** **** | | | | | | | Incorporated by reference | | | Exhibit | | Exhibit Description | | Filed herewith | | Form | | Period ending | | Exhibit | | Filing date | | | | | | | | | | | | | | | | | | 3.1 | | Certificate of Incorporation | | | | 10 | | | | 3.1 | | 03/02/2012 | | | 3.2 | | By-Laws | | | | 10 | | | | 3.2 | | 03/02/2012 | | | 3.3 | | Amendment to Certificate of Incorporation | | | | 8-K | | | | 3.3 | | 05/29/2012 | | | 3.4 | | Certificate of Designation of Preferred Shares | | | | 10-Q | | | | 3.4 | | 11/22/2024 | | | 4.1 | | Specimen Stock Certificate | | | | 10 | | | | 4.1 | | 03/02/2012 | | | 4.2 | | Description of Securities | | X | | | | | | | | | | | 10.1 | | Robert I. Goldstein Employment Agreement | | | | 10-Q | | | | 10.1 | | 11/11/2014 | | | 10.2 | | Forgiveness of Debt and Conversion Agreement | | | | 10-Q | | | | 10.2 | | 11/11/2014 | | | 23.2 | | Consent of Independent Auditor | | | | S-1/A | | | | 23.2 | | 7/20/2022 | | | 31.1 | | Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | X | | | | | | | | | | | 31.2 | | Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | X | | | | | | | | | | | 32.1 | | Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | X | | | | | | | | | | | 32.2 | | Certification pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | X | | | | | | | | | | | | | | | | | | | | | | | | | | 101.INS | | Inline XBRL Instance Document | | X | | | | | | | | | | | 101.SCH | | Inline XBRL Taxonomy Extension Schema Document | | X | | | | | | | | | | | 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | X | | | | | | | | | | | 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | X | | | | | | | | | | | 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | | X | | | | | | | | | | | 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | X | | | | | | | | | | | 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | X | | | | | | | | | | **** 33 **** **SIGNATURES** Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | Date: June 24, 2025 | US Nuclear Corp. | | | | | | | | | By: | /s/ Robert I. Goldstein | | | | | Robert I. Goldstein | | | | | President, Chief Executive Officer, Chairman of the Board of Directors | | Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. | Date: June 24, 2025 | US Nuclear Corp | | | | | | | | | By: | /s/ Michael Hastings | | | | | Chief Financial Officer Board of Directors | | 34