U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended MARCH 31, 2025

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-54617

(Exact name of registrant as specified in its charter)

Delaware		45-4535739
State or other jurisdiction of		(I.R.S. Employer
Incorporation or organization		Identification No.)

7051 Eton Avenue

Canoga Park, CA 91303

(Address of principal executive offices)

(818) 883-7043

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common		UCLE		OTC:Expert

The number of shares of the Registrant’s common stock outstanding as of August 18, 2025, was 58,930,204.

TABLE OF CONTENTS

PART I
Item 1.	Financial Statements (Unaudited)	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24

PART II
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	26
	Signatures	27

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

US NUCLEAR CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2025			2024
		(unaudited)			(audited)
ASSETS
CURRENT ASSETS
Cash	$	68,489		$	130,840
Accounts receivable, net		60,985			351,398
Note receivable		41,916			41,916
Inventories		1,750,121			1,536,014
Prepaid expenses and other current assets		-			10,000
TOTAL CURRENT ASSETS		1,921,511			2,070,168

Property and equipment, net		1,604			1,964
Investments		4,539			4539
Goodwill		570,176			570,176
TOTAL ASSETS	$	2,497,830		$	2,646,847

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	$	252,645		$	256,276
Accounts payable - related party		-			-
Accrued liabilities		1,111,480			1,025,954
Accrued compensation - officers		13,000			13,000
Customer deposit		302,607			423,548
Notes payable		135,411			169,624
Convertible notes payable, net of debt discount		144,000			405,403
Note payable to shareholder		104,512			92512
Line of credit		311,273			311,273
TOTAL CURRENT LIABILITIES		2,374,928			2,697,590

LONG-TERM LIABILITIES
Notes payable		805,422			805,422
TOTAL LONG-TERM LIABILITIES		805,422			805,422

COMMITMENTS & CONTINGENCIES		-			-

TOTAL LIABILITIES		3,180,350			3,503,012

SHAREHOLDERS’ EQUITY:
Common stock, $0.0001 par value; 100,000,000 shares authorized, 58,930,204 and 52,712,778 shares issued and outstanding		5,893			5,271
Common shares to be issued (593,556 shares)		87,362			45,813
Preferred stock, Series A, $0.0001 par value, 10,000 shares authorized, 2,006 and 2,006, issued and outstanding		2,006,000			2,006,000
Additional paid in capital		17,526,009			16,763,076
Accumulated deficit		(20,307,784	)		(19,676,325	)
TOTAL SHAREHOLDERS’ EQUITY		(682,520	)		(856,165	)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	2,497,830		$	2,646,847

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

US NUCLEAR CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended
	March 31,
	2025			2024

Sales	$	476,705		$	627,750
Cost of sales		127,788			273,981
Gross profit		348,917			353,769

Operating expenses
Selling, general and administrative expenses		872,797			498,198
Total operating expenses		872,797			498,198

Loss from operations		(523,880	)		(144,429	)

Other income (expense)
Interest expense		(36,352	)		(37,202	)
Other income		-			19,653
Total other income (expense)		(36,352	)		(17,549	)

Loss before provision for income taxes		(560,232	)		(161,978	)

Provision for income taxes		-			-

Net loss	$	(560,232	)	$	(161,978	)
Preferred stock dividends		(71,227	)		-
Deemed dividend for down-round provision in warrants		-			-

Net loss attributed to common stockholders	$	(631,459	)	$	(161,978	)

Weighted average shares outstanding - basic and diluted		57,309,903			42,526,088

Loss per shares - basic and diluted	$	(0.01	)	$	(0.00	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

US NUCLEAR CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Common Stock				Common Stock		Preferred Stock Series A				Preferred Stock			Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Payable		Shares		Amount		Payable			Capital		Deficit			Equity
Balance, December 31, 2024		52,712,778	$	5,271	$	45,813		-	$	-	$	2,006,000		$	16,763,076	$	(19,676,325	)	$	(856,165	)
Issuance of common stock for cash		1,000,000		100				-		-		-			49,900					50,000
Issuance of common stock for services		850,000		85		-		-		-		-			56,015		-			56,100
Issuance of common stock for debt and interest		4,367,426		437		-		-		-		-			262,019		-			262,456
Warrants issued for services		-		-		-		-		-		-			394,999		-			394,999
Preferred stock issued		-		-		-		2,006		201		(2,006,000	)		2,005,799		-			-
Preferred stock dividends, payable in common shares		-		-		41,549		-		-		-			-		(41,549	)		-
Preferred stock dividends, payable in cash		-		-		-		-		-		-			-		(29,678	)		(29,678	)
Net loss		-		-		-		-		-		-			-		(560,232	)		(560,232	)

Balance, March 31, 2025		58,930,204	$	5,893	$	87,362		2,006	$	201	$	-		$	19,531,808	$	(20,307,784	)	$	(682,520	)

	Common Stock				Common Stock			Preferred Stock Series A				Preferred Stock		Additional Paid-in			Accumulated			Total Shareholders’
	Shares		Amount		Payable			Shares		Amount		Payable		Capital			Deficit			Equity
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		1,250,000		125		-			-		-		-		50,385			-			50,510
Issuance of common stock for debt and interest		1,168,000		117		-			-		-		-		69,963			-			70,080
Deemed dividend for down-round provision in warrants		-		-		-			-		-		-		-			-			-
Common shares to be issued for services		1,800,000		180		(126,000	)		-		-		-		-			-			-
Adoption of ASC 2020-06		-		-		-			-		-		-		(751,809	)		704,731			146,799
Net loss		-		-		-			-		-		-		-			(161,978	)		(161,978	)

Balance, March 31, 2024		44,391,778	$	4,439	$	-			-	$	-		-	$	15,948,407		$	(18,023,931	)	$	(2,071,085	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

US NUCLEAR CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Three Months Ended
	March 31,
	2025			2024

OPERATING ACTIVITIES
Net loss	$	(560,232	)	$	(161,978	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		360			788
Issuance of common stock for services		56,100			50,510
Issuance of warrants for services		394,999			-
Debt discount amortization		-			-

Changes in operating assets and liabilities:
Accounts receivable		290,413			(46,907	)
Inventories		(214,107	)		(22,189	)
Prepaid		10,000			-
Accounts payable		(3,630	)		2,153
Accounts payable - related parties		-			48,000
Accrued liabilities		54,553			30,165
Accrued compensation - officers		-			25,000
Deferred revenue		-			(13,341	)
Customer deposits		(120,942	)		(771	)
Net cash used in operating activities		(92,486	)		(88,570	)

INVESTING ACTIVITIES
Note receivable		-			(3,950	)
Net cash used in investing activities		-			(3,950	)

FINANCING ACTIVITIES
Net borrowings (repayments) under lines of credit		-			(1,500	)
Proceeds from issuance of note payable shareholder		12,000			181,400
Repayments of note payable shareholder		-			(69,524	)
Repayments of notes payable		(31,865	)		(38,505	)
Proceeds from issuance of common stock		50,000			-
Net cash provided by financing activities		30,135			71,871

NET INCREASE (DECREASE) IN CASH		(62,351	)		(20,649	)

CASH
Beginning of period	$	130,840		$	152,840
End of period	$	68,489		$	132,191

Supplemental disclosures of cash flow information
Taxes paid	$	-		$	-
Interest paid	$	10,398		$	9,662

Non-cash disclosures:
Common stock issued for conversion of debt and interest	$	262,046		$	70,080
Preferred stock dividends payable	$	41,549		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

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.

Interim financial statements

The unaudited interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosure is adequate to make the information presented not misleading.

These statements reflect all adjustment, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2024, and notes thereto included in the Company’s annual report on Form 10-K filed on June 25, 2025. The Company follows the same accounting policies in the preparation of interim reports. Results of operations for the interim period are not indicative of annual results.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company recorded a net loss of $560,232 for the three months ended March 31, 2025, and had an accumulated deficit of $20,307,784 as of March 31, 2025, which raises substantial doubt about its ability to continue as a going concern.

The Company’s 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 about the Company’s 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, Optron Scientific Company, 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.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024

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 March 31, 2025, and December 31, 2024.

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 Company’s 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 March 31, 2025, and December 31, 2024 were $6,590 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 March 31, 2025, and December 31, 2024, 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.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024

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 March 31, 2025, and December 31, 2024, 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 Company’s 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 March 31, 2025, and December 31, 2024, 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 three months ended March 31, 2025, and December 31, 2024, there were no derivative liabilities associated with our convertible notes payable.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024

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 Company’s 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 Company’s 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 Company’s 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 holder’s 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 capital transactions.

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 Company’s 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 Company’s 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 Company’s 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.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024

These five elements, as applied to each of the Company’s revenue categories, are 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.

Sales returns and allowances were $0 and $0 for the three months ended March 31, 2025, and 2024, respectively. The Company provides a one-year warranty on all sales. Warranty expense for the three months ended March 31, 2025, and 2024 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 will not 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 Company’s 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 employee’s 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.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024

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. For periods in which the Company has reported net loss, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

	Three Months Ended March 31,
	2025			2024
	Common Stock			Common Stock
Numerator:
Net income (loss)	$	(560,232	)	$	(161,978	)
Preferred stock dividends		(71,227	)		-
Net income (loss) attributable to common stockholders	$	(631,459	)	$	(161,978	)
Denominator:
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—basic		57,309,903			42,526,088
Effect of dilutive securities		-			-
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders—diluted		57,309,903			42,526,088

Net income (loss) per share attributable to common stockholders—basic	$	(0.01	)	$	(0.00	)
Net income (loss) per share attributable to common stockholders—diluted	$	(0.01	)	$	(0.00	)

The following have been excluded from the computation of diluted net income (loss) per share attributable to common stockholders as their effect would have been antidilutive:

	Three Months Ended March 31,
	2025		2024
	Common Stock		Common Stock
Convertible notes and interest		2,072,571		4,367,514
Convertible preferred stock		20,060,000		-
Warrants		1,000,000		1,000,000
Total anti-dilutive securities		23,132,571		5,367,514

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 company’s 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.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024

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 entity’s 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 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 Company’s consolidated financial statements and related disclosures.

Note 3 – Inventories

Inventory as of March 31, 2025, and December 31, 2024 consisted of the following:

	2025		2024
Raw materials	$	966,164	$	867,200
Work in Progress		350,928		446,044
Finished goods		433,029		222,710
Total inventories	$	1,750,121	$	1,536,014

As of March 31, 2025, and December 31, 2024 the inventory reserve was $37,351 and $37,351, respectively.

Note 4 – Property and Equipment

The following are the details of property and equipment as of March 31, 2025, and December 31, 2024:

	2025			2024
Furniture and fixtures	$	104,675		$	104,674
Leasehold improvements		50,091			50,091
Equipment		237,418			237,418
Computers and software		40,339			40,340
		432,523			432,523
Less accumulated depreciation		(430,919	)		(430,559	)
Property and equipment, net	$	1,604		$	1,964

Depreciation expense for the three months ended March 31, 2025, and 2024 was $360 and $788, respectively. At March 31, 2025, and December 31, 2024, the Company had $425,219 of fully depreciated property and equipment that is still in use.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024

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 MIFTEC’s 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 Company’s common stock valued at $594,000. The fair value was determined based on the Company’s 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 March 31, 2025 and 2024 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 March 31, 2025 and 2024 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 Grapheton’s common stock over a two-year period. At closing, the Company was issued at total of 1,452 shares of Grapheton’s common stock for $235,000 and 858,896 shares of the Company’s common stock valued at $601,227.

In connection with the SPA, during the second quarter of 2021 the Company received an additional 1,100 shares of Grapheton’s common stock in exchange for the Company’s issuing an additional 1,121,071 shares 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 Company’s common stock to Grapheton may be made on the second anniversary of the closing of the SPA, based on the valuation of the Company’s 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.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024

Information regarding Grapheton for the three months ended March 31, 2025, is below:

Current assets	$	790
Total assets		4,839
Current liabilities		1,763,822
Total liabilities		1,763,822
Total stockholders’ equity		(1,758,983	)

Revenue	$	-
Operating expenses		(6,264	)
Other expenses		-
Net loss		(6,264	)

The Company evaluated this investment and recorded a loss attributed to equity investment of $0 during the three months ended March 31, 2025. The carrying value of this investment on March 31, 2025 was $0.

Note 6 – 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 March 31, 2025, and 2024, the amount outstanding under this note payable was $5,272 and $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 March 31, 2025.

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 $10.89 per day until the bank receives full payment. As of March 31, 2025, 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 Company’s 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 March 31, 2025, the balance of principal and interest on the Note was $310,800. (See Note 13)

On September 30, 2024, the Company entered into a Promissory Note with Robert Goldstein, the Company’s 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 March 31, 2025, the balance of principal and interest on the Note was $362,600. (See Note 13)

On September 30, 2024, the Company’s 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 March 31, 2025, the balance of principal and interest on the Note was $155,400.

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 March 31, 2025, the balance of principal and interest on the Note was $80,385.

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 March 31, 2025, the balance of principal and interest on the Note was $52,526.

During the twelve months ended December 31, 2024, the Company received $150 from Averox, a related party. The note is payable on demand and non-interest bearing.

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.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024

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 at 5% 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 entity’s 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 Company’s 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 three months ended March 31, 2025, the Company converted $262,456 in principal and interest in exchange for 4,367,426 shares of common stock and both Notes are paid in full.

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. As of March 31, 2025, the balance of principal and interest was $73,080.

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. As of March 31, 2025, the balance of principal and interest was $72,000.

The following table summarizes certain details related to our outstanding convertible notes:

	March 31, 2025
Maturity Date	Principal Amount		Contractual Interest		Stated Interest Rate			Default Interest			Effective Interest Rate
February 20, 2030	$	72,000	$	1,080		6	%		12	%		6.168	%
February 20, 2030	$	72,000	$	-		6	%		12	%		6.168	%

Demand Notes Payable to Shareholders

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 Company’s 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 9) and $300,000 was forgiven by Mr. Goldstein and was recorded as a credit to additional paid in capital. As of March 31, 2025, and March 31, 2024, the balance owed was $95,512 and $1,332,155, respectively.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024

On March 25, 2025, the Company’s CFO loaned funds to the Company to cover general operating expenses. The loan is unsecured, non-interest bearing, and is payable upon demand. As of March 31, 2025, the balance owed was $9,000. (see Note 9)

Future maturities of all loans and notes payable as of March 31, 2025, are as follows:

Years ended December 31,	March 31, 2025		December 31, 2024
2025	$	216,574	$	537,190
2026		30,270		30,270
2027		800,000		944,000
2028		-		-
2029		144,000		-
Thereafter		-		-
	$	1,190,844	$	1,511,460

Note 7 – Lines of Credit

As of March 31, 2025, 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 March 31, 2025, and December 31, 2024, the amounts outstanding under these lines of credit were $309,773 and $309,773, respectively.

Note 8 – 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 Company’s 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 Company’s 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 three months ended March 31, 2025, and 2024 was $0 and $0, respectively. Cash paid under operating leases during the twelve months ended March 31, 2025, and 2024 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 6 and 13) As of March 31, 2025, the weighted average remaining lease terms were 0.1 years, and the weighted average discount rate was 8%.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024

Note 9 – Shareholders’ Equity

Common stock

During the three months ended March 31, 2025, the Company issued:

●

650,000 shares of common stock to its CFO, valued at $42,900; and

●

4,367,426 shares of common stock valued at $262,456 in satisfaction of convertible debt and interest; and

●

200,000 shares of common stock to a consultant for services rendered, valued at $13,200. The fair value was determined based on the Company’s stock price on the grant date; and

●

1,000,000 shares of common stock for cash, valued at $50,000. The fair value was determined based on the Company’s stock price on the grant date; and

During the three months ended March 31, 2024, the Company issued:

●

1,168,000 shares of common stock valued at $70,080 in satisfaction of convertible debt and interest; and

●

1,250,000 shares of common stock to consultants for services rendered valued at $50,510. The fair value was determined based on the Company’s stock price on the grant date

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 be 10,000 shares, par value of $.0001, out of the 5,000,000 shares, 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 convert 1 share of Series A Preferred Stock into 10,000 shares 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 holder’s 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 equaling 10,000 shares of shares of common stock on a fully converted basis.

As of March 31, 2025, the Company is obligated, but has not yet issued:

●

300 shares of preferred stock to a related party for the conversion of $300,000 in accrued rent payable;

●

375 shares of preferred stock to a related party for the conversion of $375,000 in accrued compensation;

●

1,203 shares of preferred stock to a related party for the conversion of $1,203,000 in shareholder advances.

●

128 shares of preferred stock to a related party for $128,000 in cash.

As of March 31, 2025, the Company has accrued an aggregate of $58,311 in cash dividends and 1,166,216 common stock dividends at a fair value of $87,362. All current holders of our Series A preferred have agreed to defer payment of accrued interest and common stock dividends entitled to them until June 30, 2025.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024

Additional Paid in Capital

During the three months ending March 31, 2025, the Company recorded $394,999 to additional paid in capital in recognition of the fair value of warrants issued for services.

During the twelve months ending December 31, 2024, the Company recorded $360,000 to additional paid in capital as result of forgiveness of debt by a related party. On September 30, 2024, the transaction date 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 arm’s length transaction, the Company recorded the aggregate value of the liability extinguished as a capital contribution.

Warrants

On January 1, 2025, the Company issued two identical cashless warrant agreements for advisory services, entitling each holder to acquire up to 2,500,000 common shares at an exercise price of $0.08 for a three-year term. On the date of issuance, the exercise price was above the fair market value of the underlying shares on the grant date, resulting in no intrinsic value. The fair value at issuance was $394,999. These warrants are equity classified and the fair value at issuance was calculated using the Black Scholes pricing model. No significant unobservable inputs were used in the valuation, and no material adjustments were required. As such, the Company believes the fair value measurement falls within Level 2 of the ASC 820 hierarchy. The specific number of warrants outstanding has not yet been determined but is not expected to exceed the number of shares available for issuance. Should these warrants be fully exercised, common shareholders would experience dilution of up to 5,000,000 common shares.

The following table summarizes the activity related to warrants outstanding:

							Weighted
				Weighted			Average
				Average			Remaining			Aggregate
	Warrants			Exercise			Contractual			Intrinsic
	Outstanding			Price			Life			Value
Outstanding, December 31, 2023		1,000,000		$	0.11			2.32		$	-
Granted		-		$	0.05			5.00		$	-
Forfeited		-									-
Exercised		-									-
Outstanding, December 31, 2024		1,000,000		$	0.05			4.86		$	-
Granted		5,000,000
Forfeited		-
Exercised		-
Outstanding, March 31, 2025		6,000,000	**	$	0.07	*		2.92	*	$	30,000
Exercisable, March 31, 2025		6,000,000	**	$	0.07	*		2.92	*	$	30,000

Of the warrants outstanding as of March 31, 2025, 1,000,000 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. As of March 31, 2025, the Company issued shares of common stock at $0.04; therefore, according to the down-round provision in the warrant agreement, the exercise price for these warrants was adjusted from $0.052 to $0.04. During the twelve months ending December 31, 2024, 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.

The following table summarizes information about outstanding and exercisable warrants as of March 31, 2025.

Outstanding and Exercisable
Number of Warrants			Exercise Price
	1,000,000		$	0.04
	5,000,000	**	$	0.08
	6,000,000	**

*	The weighted average exercise price and remaining contractual life include the two cashless exercise warrant agreements entered into on January 1, 2025.

The specific number of warrants outstanding has not yet been determined for the two cashless exercises warrant agreements entered into on January 1, 2025, but is not expected to exceed the number of shares available for issuance. Should these warrants be exercised, common shareholders would experience dilution of up to 5,000,000 shares.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024

Note 10 – 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 company’s 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 Company’s acquisition of the assets of Electronic Control Concepts are included with Overhoff in the table below.

Although the reportable segments use similar production processes for the Company’s 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 Company’s 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 Company’s CEO, Robert Goldstein.

The following tables summarize the Company’s segment information for the years ended March 31, 2025, and 2024:

	March 31,
	2025			2024
Sales
Optron	$	86,217		$	57,738
Overhoff		390,488			570,012
Corporate		-			-
	$	476,705		$	627,750

Gross profit
Optron	$	46,931		$	14,111
Overhoff		301,986			339,658
Corporate		-			-
	$	348,917		$	353,769

Income (loss) from operations
Optron	$	(83,329	)	$	(230,120	)
Overhoff		56,148			16,201
Corporate		(496,699	)		(75,510	)
	$	(523,880	)	$	(144,429	)

Interest Expenses
Optron	$	2,046		$	770
Overhoff		20,151			6,057
Corporate		14,155			30,375
	$	36,352		$	37,202

Net income (loss)
Optron	$	(85,375	)	$	(230,889	)
Overhoff		35,997			174,797
Corporate		(510,854	)		(105,886	)
	$	(560,232	)	$	(161,978	)

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024

	As of March 31,
	2025		2024
Total Assets
Optron	$	912,495	$	869,533
Overhoff		1,566,818		2,023,432
Corporate		18,517		15,520
	$	2,497,830	$	2,908,485

Goodwill
Optron	$	-	$	-
Overhoff		570,176		570,176
Corporate		-		-
	$	570,176	$	570,176

Note 11 – 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 Company’s chief operating decision maker for the purpose of making decisions and assessing segment performance excludes asset information.

The geographical distribution of the Company’s sales for the three months ended March 31, 2025, and 2024 is as follows:

	2025		2024
Geographical sales
North America	$	446,377	$	489,254
Asia		24,954		97,044
South America		-		-
Other		5,374		41,452
	$	476,705	$	627,750

Note 12 – Concentrations

For the three months ended March 31, 2025, two customers accounted for 29% and 35% of the Company’s sales. At March 31, 2025, three customers accounted for more than 10% of the accounts receivable balance, 10%, 10%, and 24%, respectively.

For the three months ended March 31, 2024, two customers accounted for 20% and 29% of the Company’s sales.

No vendors accounted for more than 10% of the Company’s purchases for the three months ended March 31, 2025, and 2024.

Note 13 – Related Party Transactions

The Company leases its current facilities month-to-month from Gold Team Inc., a company principally owned by the Company’s CEO, which owns both Canoga Park, CA and Milford, Ohio locations. Rent expense for the three months ended March 31, 2025, and 2024 was $0 and $48,000, respectively. As of March 31, 2025, and March 31, 2024, amounts payable to Gold Team Inc. in connection with the above leases amount to $0 and $504,000, respectively (See Note 6).

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.

As of March 31, 2025, and March 31, 2024, the Company had accrued compensation payable to its CEO of $13,000 and $885,000, respectively. On September 30, 2024, the Company’s CEO, Robert Goldstein, converted $350,000 into a note payable and $375,000 into Series A Convertible Preferred stock of the Company (See Note 6 and 9).

During the year ended December 31, 2024, the Company’s prior CFO, Richard Landry, agreed to forgive $60,000 of the $210,000 owed to him for accrued compensation and converted the balance of $150,000 to a note payable. (See Note 6)

During the year ended December 31, 2024, the Company’s 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 6) 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 9).

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024

Note 14 – 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 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 Company’s 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 6, 2025, the Company issued 1,147,059 common shares to a third party in a cashless exercise of 1,000,000 warrants.

On June 6, 2025, the Company received $5,000 from its CFO as a short-term note payable. The Note is payable on demand and non-interest bearing.

On June 10, 2025, the Company received $25,000 from its CFO as a short-term note payable. The Note is payable on demand and non-interest bearing.

On June 16, 2025, the Company repaid $30,000 to its CFO, which was applied against his on-demand note payable

On June 18, 2025, the Company agreed to amend two convertible promissory notes, made effective on December 20, 2025. The conversion rights were amended as follows:

(a)

Preferred Conversion Option (Through June 30, 2025). If the Lender delivers written notice of conversion on or before June 30, 2025, the Lender shall be entitled to convert the outstanding balance of this Note—comprising (i) Principal, (ii) accrued but unpaid Interest as defined in Section 2, and (iii) any other costs due to Lender hereunder—into common stock of Borrower at a rate of 0.05 divided by the amount in (i) through (iii), so for example, conversion of $100 of the amount in (i) through (iii) equals 2,000 shares of common stock ($100 divided by 0.05).

(b)

Default Conversion Method (After June 30, 2025). If no written notice of conversion is delivered by June 30, 2025, the Note shall remain convertible at the existing conversion rate of 200,000 shares per $12,000 of the total amount described in (i)–(iii) above (the ‘Conversion Rate’).

On June 23, 2025, the Company issued 1,440,000 common shares to its CFO in satisfaction of $72,000 principal on a convertible note payable entered into by the Company on December 20, 2024 and amended on June 18, 2025. Upon conversion, the note was considered paid in full.

On June 23, 2025, the Company issued 1,440,000 common shares in satisfaction of $72,000 principal on a convertible note payable entered into by the Company on December 20, 2024 and amended on June 18, 2025. Upon conversion, the note was considered paid in full.

On July 17, 2025, the Company and Magneto-Inertial Fusion Technologies, Inc. (“MIFTI”) agreed to terminate the Cooperative Agreement entered into on Aprill 22, 2019 in full. As part of the settlement, and in exchange for the extinguishment of the rights and obligations associated with the MIFTI agreement, the Company was issued 622,710 dilutable shares of MIFTI common stock. In addition, and as consideration for the cancellation of the 500,000 non-dilutable shares of MIFTI stock owned by the Company, the Company received $250,000. (See Note 5)

On July 28, 2025, the Company’s Board of Directors approved five Cashless Warrant Agreements to our CEO, CFO, Michael Pope, a board member, and two consultants for services. The Agreements entitle each of the Holders to an aggregate of 5,500,000 shares of common stock at an exercise price of $0.06, with an exercise period of three years.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s 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 to—and should be read in conjunction with—our consolidated financial statements and the accompanying notes included in this Quarterly Report on Form 10-Q. The audited financial statements for our fiscal year ended December 31, 2024, filed with the Securities Exchange Commission on Form 10-K on June 25, 2025, should be read in conjunction with the discussion below. 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. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in these unaudited financial 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.

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. During the three months ending March 31, 2025, we derived 64% of our total revenues from sales made by Overhoff to two customers. We have experienced a 49% increase in business from our Technical Associates division compared to the three months ended March 31, 2024, which is largely due to expansion of our international customer base.

Our international revenues were 6.4% of our total revenue during the three months ended March 31, 2025. We expect this to increase over time as we continue to field new order inquiries and engage new customers overseas. 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.

For the next twelve months, we anticipate we will need approximately $5,000,000 in additional capital to fund our business plans. If we do not raise the required capital, we may not meet our expenses and there can be no assurance that we will be able to do so and if we do, we may find the cost of such financing to be burdensome on the Company. Additionally, we may not be able to execute on our business plans due to unforeseen market forces such as lower natural gas prices, difficulty attracting qualified executive staff, general downturn in our sector or by competition as we operate in an extremely competitive market for all of our product offerings.

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 on 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 and $9,000, respectively, 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 for x-ray machines both medical and industrial. We acquired ECC to give a boost to our current x-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 Company’s 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 three months ended March 31, 2025, compared to the three months ended March 31, 2024:

	Three Months Ended March 31,						Change
	2025			2024			$			%

Sales	$	476,705		$	627,750		$	(151,045	)		-24.1	%
Cost of goods sold		127,788			273,981			(146,193	)		-53.4	%
Gross profit		348,917			353,769			(4,852	)		-1.4	%
Selling, general and administrative expenses		872,797			498,198			374,599			75.2	%
Loss from operations		(523,880	)		(144,429	)		379,451			262.7	%
Other expense		(36,352	)		(17,549	)		(18,803	)		107.1	%
Loss before provision for income taxes		(560,232	)		(161,978	)		(398,254	)		245.9	%
Provision for income taxes		-			-			-
Net loss	$	(560,232	)	$	(161,978	)	$	(398,254	)		245.9	%

Sales for the three months ended March 31, 2025, were $476,705 compared to $627,750 for the same period in 2024. The decrease of $151,045 or 24.1% is a result of an increase in sales from our Optron subsidiary of $28,479 and a decrease in sales from our Overhoff subsidiary of $179,524. The overall decrease in sales is principally due to the mix of products and services sold during the period. The sales breakdown for the three months ended March 31, 2025, is as follows:

North America 93.64%

Asia (Including Japan) 5.23%

Other 1.13%

Our gross margins for the three months ended March 31, 2025, were 73.19% as compared to 56.36% for the same period in 2024. Gross margins increased for the three months ended March 31, 2025, due to the mix of products sold versus services provided as well as fluctuations in the cost of materials used in manufacturing our products.

Selling, general and administrative expenses for the three months ended March 31, 2025, were $872,797 compared to $498,198 for the same period in 2024. The increase of $374,599 or 75.2% was principally due to $451,099 in stock-based compensation offset by decreases in professional fees and payroll and employee benefits. Stock based compensation is issued for advisory services and as an incentive to consultants to increase revenues through the acquisition of new customers.

Other expense for the three months ended March 31, 2025, was $36,352 compared to $17,549 for the same period in 2024. The change was primarily due to an increase in the amortization of debt discounts associated with convertible debentures of $658,705.

Liquidity and Capital Resources

Our operations have historically been financed by our majority shareholder and more recently from proceeds from the sale of our common stock. As funds were needed for working capital purposes, our majority shareholder would loan us the needed funds. We anticipate funding the growth of our business through the sales of additional shares of our common stock and loans from our majority stockholder if necessary.

At March 31, 2025, total assets decreased to $2,497,830 from $2,646,847 at December 31, 2024. The decrease primarily reflects decreases in accounts receivable and note receivable, offset by an increase in inventories.

At March 31, 2025, total liabilities decreased to $3,180,350 from $3,503,012 at December 31, 2024. The decrease is primarily the net of increases in accounts payable and customer deposits, offset by decreases in deferred revenue, accrued expenses, notes payable, and amortization of debt discounts. Notes payable and accrued expenses decreased $2,238,000 due to the forgiveness of $360,000 in debt and the conversion of $1,878,000 to Series A convertible preferred stock designated by the Company in 2024.

Net cash used in operating activities for the three months ended March 31, 2025, was $92,486 compared to $88,570 for the same period in 2024. The change in cash used in operations was principally due to changes in inventory, accounts receivable, and customer deposit working capital accounts.

Net cash used in investing activities for the three months ended March 31, 2025, was $0 compared to $3,950 for the same period in 2024. The decrease in cash used in investing activities was due to the decrease of a note receivable by $3,950.

Net cash provided by financing activities for the three months ended March 31, 2025, was $30,135 compared to $71,871 for the same period in 2024. The decrease in cash from financing activities was primarily due to a reduction of proceeds from shareholder notes payable.

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.

We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently applied. Our significant accounting policies are summarized in Note 2 to our consolidated financial statements.

Income Taxes

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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

None

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal quarter covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of March 31, 2025.

Changes in internal controls

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, performed an evaluation to determine whether any change in our internal controls over financial reporting occurred during the three-month period ended March 31, 2025. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company’s internal controls over financial reporting during the three months ended March 31, 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

There are not presently any material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

Item 1A. Risk Factors

See our Form 10K filed on June 25, 2025, for Risk Factors.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

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 the March 6, 2025 transaction, and the Company is working with the transfer agent to cancel the shares.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Incorporated by reference

Exhibit

Exhibit Description

Filed
herewith

Form

Period
ending

Exhibit

Filing date

3.1

Certificate of Incorporation

3.1

03/02/2012

3.2

By-Laws

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

11/27/2024

3.4.1

Amended Certificate of Designation of Preferred Shares

3.4.1

4.1

Specimen Stock Certificate

4.1

03/02/2012

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

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

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

32.1

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

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

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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.

		US Nuclear Corp

		By:	/s/ Robert Goldstein
			President, Chief Executive Officer, Chairman of the Board of Directors

		By:	/s/ Michael Hastings
			Chief Financial Officer and Director

Date:	August 22, 2025

NONE http://fasb.org/us-gaap/2025#UsefulLifeTermOfLeaseMember 0001543623 false Q1 --12-31 US NUCLEAR CORP. 0001543623 2025-01-01 2025-03-31 0001543623 2025-08-18 0001543623 2025-03-31 0001543623 2024-12-31 0001543623 2024-01-01 2024-03-31 0001543623 us-gaap:CommonStockMember 2024-12-31 0001543623 ucle:CommonStockPayableMember 2024-12-31 0001543623 us-gaap:PreferredStockMember 2024-12-31 0001543623 ucle:PreferredStockPayableMember 2024-12-31 0001543623 us-gaap:AdditionalPaidInCapitalMember 2024-12-31 0001543623 us-gaap:RetainedEarningsMember 2024-12-31 0001543623 us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001543623 us-gaap:PreferredStockMember 2025-01-01 2025-03-31 0001543623 ucle:PreferredStockPayableMember 2025-01-01 2025-03-31 0001543623 us-gaap:AdditionalPaidInCapitalMember 2025-01-01 2025-03-31 0001543623 ucle:CommonStockPayableMember 2025-01-01 2025-03-31 0001543623 us-gaap:RetainedEarningsMember 2025-01-01 2025-03-31 0001543623 us-gaap:CommonStockMember 2025-03-31 0001543623 ucle:CommonStockPayableMember 2025-03-31 0001543623 us-gaap:PreferredStockMember 2025-03-31 0001543623 ucle:PreferredStockPayableMember 2025-03-31 0001543623 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0001543623 us-gaap:RetainedEarningsMember 2025-03-31 0001543623 us-gaap:CommonStockMember 2023-12-31 0001543623 ucle:CommonStockPayableMember 2023-12-31 0001543623 us-gaap:PreferredStockMember 2023-12-31 0001543623 ucle:PreferredStockPayableMember 2023-12-31 0001543623 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001543623 us-gaap:RetainedEarningsMember 2023-12-31 0001543623 2023-12-31 0001543623 us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001543623 ucle:CommonStockPayableMember 2024-01-01 2024-03-31 0001543623 us-gaap:PreferredStockMember 2024-01-01 2024-03-31 0001543623 ucle:PreferredStockPayableMember 2024-01-01 2024-03-31 0001543623 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-03-31 0001543623 us-gaap:RetainedEarningsMember 2024-01-01 2024-03-31 0001543623 us-gaap:CommonStockMember 2024-03-31 0001543623 ucle:CommonStockPayableMember 2024-03-31 0001543623 us-gaap:PreferredStockMember 2024-03-31 0001543623 ucle:PreferredStockPayableMember 2024-03-31 0001543623 us-gaap:AdditionalPaidInCapitalMember 2024-03-31 0001543623 us-gaap:RetainedEarningsMember 2024-03-31 0001543623 2024-03-31 0001543623 2024-01-01 2024-12-31 0001543623 srt:MinimumMember ucle:MeasurementAlternativeMember 2025-03-31 0001543623 srt:MaximumMember ucle:MeasurementAlternativeMember 2025-03-31 0001543623 ucle:SeriesAConvertiblePreferredStockMember 2025-03-31 0001543623 us-gaap:ConvertiblePreferredStockMember 2025-03-31 0001543623 us-gaap:AccountingStandardsUpdate202006CumulativeEffectPeriodOfAdoptionMember 2025-01-01 2025-03-31 0001543623 us-gaap:FurnitureAndFixturesMember 2025-03-31 0001543623 us-gaap:LeaseholdImprovementsMember 2025-03-31 0001543623 us-gaap:EquipmentMember 2025-03-31 0001543623 us-gaap:ComputerEquipmentMember 2025-03-31 0001543623 ucle:ConvertibleNotesAndInterestMember 2025-01-01 2025-03-31 0001543623 ucle:ConvertibleNotesAndInterestMember 2024-01-01 2024-03-31 0001543623 us-gaap:ConvertiblePreferredStockMember 2025-01-01 2025-03-31 0001543623 us-gaap:ConvertiblePreferredStockMember 2024-01-01 2024-03-31 0001543623 us-gaap:WarrantMember 2025-01-01 2025-03-31 0001543623 us-gaap:WarrantMember 2024-01-01 2024-03-31 0001543623 us-gaap:FurnitureAndFixturesMember 2024-12-31 0001543623 us-gaap:LeaseholdImprovementsMember 2024-12-31 0001543623 us-gaap:EquipmentMember 2024-12-31 0001543623 us-gaap:ComputerEquipmentMember 2024-12-31 0001543623 ucle:MIFTECLaboratoriesIncMember 2018-08-03 0001543623 ucle:MIFTECLaboratoriesIncMember us-gaap:CommonStockMember 2018-08-03 0001543623 ucle:MIFTECLaboratoriesIncMember 2018-08-03 2018-08-03 0001543623 ucle:MIFTECLaboratoriesIncMember 2018-12-31 0001543623 ucle:MIFTECLaboratoriesIncMember 2018-12-31 2018-12-31 0001543623 ucle:MIFTECLaboratoriesIncMember 2019-12-31 2019-12-31 0001543623 ucle:MagnetoInertialFusionTechnologiesIncMember 2025-01-01 2025-03-31 0001543623 ucle:MagnetoInertialFusionTechnologiesIncMember 2019-04-30 2019-04-30 0001543623 ucle:MagnetoInertialFusionTechnologiesIncMember 2019-04-30 0001543623 ucle:MagnetoInertialFusionTechnologiesIncMember 2019-12-31 2019-12-31 0001543623 ucle:MagnetoInertialFusionTechnologiesIncMember 2025-03-31 0001543623 ucle:MagnetoInertialFusionTechnologiesIncMember 2024-03-31 0001543623 ucle:GraphetonMember 2025-01-01 2025-03-31 0001543623 ucle:GraphetonMember us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001543623 us-gaap:CommonStockMember ucle:StockPurchaseAgreementMember 2025-01-01 2025-03-31 0001543623 ucle:GraphetonMember ucle:StockPurchaseAgreementMember 2021-06-30 0001543623 ucle:GraphetonMember 2021-06-30 0001543623 ucle:GraphetonMember ucle:StockPurchaseAgreementMember 2021-06-30 2021-06-30 0001543623 ucle:GraphetonMember 2025-03-31 0001543623 ucle:GraphetonMember 2025-03-31 0001543623 ucle:GraphetonMember 2025-01-01 2025-03-31 0001543623 ucle:NotesPayableMember 2025-01-01 2025-03-31 0001543623 ucle:NotesPayableMember 2025-03-31 0001543623 ucle:NotesPayableMember 2024-03-31 0001543623 2020-12-26 0001543623 2023-10-12 0001543623 2023-10-12 2023-10-12 0001543623 ucle:NotesPayableMember 2023-10-12 0001543623 ucle:NotesPayableMember 2023-10-12 2023-10-12 0001543623 srt:ChiefExecutiveOfficerMember ucle:GoldTeamIncMember 2024-09-30 2024-09-30 0001543623 ucle:NoteMember ucle:GoldTeamIncMember 2024-09-30 2024-09-30 0001543623 ucle:PromissoryNoteMember 2024-09-30 2024-09-30 0001543623 ucle:GoldTeamIncMember 2025-01-01 2025-03-31 0001543623 ucle:RobertGoldsteinMember ucle:PromissoryNoteMember 2024-09-30 2024-09-30 0001543623 ucle:RobertGoldsteinMember ucle:PromissoryNoteMember 2025-01-01 2025-03-31 0001543623 ucle:RichardLandryMember 2024-01-01 2024-09-30 0001543623 ucle:RichardLandryMember 2025-01-01 2025-03-31 0001543623 2024-10-29 0001543623 2024-10-29 2024-10-29 0001543623 ucle:NotesPayableMember 2024-10-29 2024-10-29 0001543623 2024-10-31 0001543623 2024-10-31 2024-10-31 0001543623 ucle:NotesPayableMember 2024-10-31 2024-10-31 0001543623 ucle:NotesPayableMember 2024-10-31 0001543623 ucle:AveroxMember 2024-01-01 2024-12-31 0001543623 2022-05-05 2022-05-05 0001543623 ucle:LoanMember 2022-05-05 2022-05-05 0001543623 ucle:convertibleNotesMember 2022-05-05 0001543623 2022-10-10 2022-10-10 0001543623 ucle:convertibleNotesMember 2022-10-10 2022-10-10 0001543623 ucle:convertibleNotesMember 2022-10-10 0001543623 ucle:NoteOneMember 2024-04-17 2024-04-17 0001543623 ucle:NoteTwoMember 2024-04-17 2024-04-17 0001543623 srt:ChiefFinancialOfficerMember 2024-12-20 2024-12-20 0001543623 ucle:NotesPayableMember 2024-12-20 2024-12-20 0001543623 ucle:DigitalTrustLLCMember 2025-01-01 2025-03-31 0001543623 ucle:convertibleNotesMember 2024-12-20 2024-12-20 0001543623 ucle:convertibleNotesMember 2025-01-01 2025-03-31 0001543623 us-gaap:MajorityShareholderMember 2024-01-01 2024-12-31 0001543623 ucle:DemandNotePayableShareholderMember ucle:GoldTeamIncMember 2024-09-30 0001543623 ucle:DemandNotePayableShareholderMember ucle:MrGoldsteinMember us-gaap:SeriesAPreferredStockMember 2024-01-01 2024-09-30 0001543623 ucle:DemandNotePayableShareholderMember 2024-09-30 0001543623 ucle:DemandNotePayableShareholderMember 2025-03-31 0001543623 ucle:DemandNotePayableShareholderMember 2024-03-31 0001543623 ucle:DemandNotePayableShareholderMember 2025-01-01 2025-03-31 0001543623 ucle:February202030OneMember 2025-03-31 0001543623 ucle:February202030OneMember 2025-01-01 2025-03-31 0001543623 ucle:February202030Member 2025-03-31 0001543623 ucle:February202030Member 2025-01-01 2025-03-31 0001543623 us-gaap:LineOfCreditMember 2025-03-31 0001543623 srt:MinimumMember us-gaap:LineOfCreditMember 2025-03-31 0001543623 srt:MaximumMember us-gaap:LineOfCreditMember 2025-03-31 0001543623 us-gaap:LineOfCreditMember 2024-12-31 0001543623 srt:ScenarioForecastMember 2025-12-31 0001543623 2024-09-30 2024-09-30 0001543623 ucle:SeriesAConvertiblePreferredSharesMember 2024-09-30 2024-09-30 0001543623 ucle:SeriesAConvertiblePreferredSharesMember 2024-09-30 0001543623 2024-09-30 0001543623 srt:ChiefFinancialOfficerMember 2025-01-01 2025-03-31 0001543623 us-gaap:ConvertibleDebtMember us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001543623 ucle:ConsultantsMember 2025-01-01 2025-03-31 0001543623 srt:PresidentMember us-gaap:CommonStockMember 2025-01-01 2025-03-31 0001543623 us-gaap:ConvertibleDebtMember us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001543623 ucle:ConsultantsMember 2024-01-01 2024-03-31 0001543623 us-gaap:SeriesAPreferredStockMember 2024-11-27 0001543623 us-gaap:SeriesAPreferredStockMember us-gaap:PreferredStockMember 2024-11-27 0001543623 us-gaap:PreferredClassAMember 2024-11-27 0001543623 us-gaap:CommonStockMember 2024-11-27 0001543623 ucle:SeriesAConvertiblePreferredSharesMember 2024-11-27 0001543623 us-gaap:SeriesAPreferredStockMember 2024-11-27 2024-11-27 0001543623 us-gaap:RelatedPartyMember 2024-03-31 0001543623 us-gaap:ConvertiblePreferredStockMember 2024-03-31 0001543623 us-gaap:RelatedPartyMember 2025-01-01 2025-03-31 0001543623 us-gaap:RelatedPartyMember 2024-01-01 2024-12-31 0001543623 us-gaap:WarrantMember us-gaap:CommonStockMember 2025-01-01 0001543623 us-gaap:WarrantMember 2025-01-01 0001543623 2025-01-01 2025-01-01 0001543623 us-gaap:CommonStockMember 2025-01-01 0001543623 srt:MaximumMember 2025-01-01 2025-03-31 0001543623 srt:MinimumMember 2025-01-01 2025-03-31 0001543623 srt:MaximumMember us-gaap:WarrantMember 2024-01-01 2024-12-31 0001543623 srt:MinimumMember us-gaap:WarrantMember 2024-01-01 2024-12-31 0001543623 us-gaap:WarrantMember 2025-01-31 0001543623 us-gaap:WarrantMember 2023-12-31 0001543623 us-gaap:WarrantMember 2023-12-31 2023-12-31 0001543623 us-gaap:WarrantMember 2024-01-01 2024-12-31 0001543623 us-gaap:WarrantMember 2024-12-31 0001543623 us-gaap:WarrantMember 2025-01-01 2025-03-31 0001543623 us-gaap:WarrantMember 2025-03-31 0001543623 ucle:WarrantsTwoMember 2025-03-31 0001543623 ucle:WarrantsOneMember 2025-03-31 0001543623 us-gaap:OperatingSegmentsMember ucle:OptronMember 2025-01-01 2025-03-31 0001543623 us-gaap:OperatingSegmentsMember ucle:OptronMember 2024-01-01 2024-03-31 0001543623 us-gaap:OperatingSegmentsMember ucle:OverhoffMember 2025-01-01 2025-03-31 0001543623 us-gaap:OperatingSegmentsMember ucle:OverhoffMember 2024-01-01 2024-03-31 0001543623 us-gaap:OperatingSegmentsMember us-gaap:CorporateMember 2025-01-01 2025-03-31 0001543623 us-gaap:OperatingSegmentsMember us-gaap:CorporateMember 2024-01-01 2024-03-31 0001543623 us-gaap:OperatingSegmentsMember 2025-01-01 2025-03-31 0001543623 us-gaap:OperatingSegmentsMember 2024-01-01 2024-03-31 0001543623 us-gaap:OperatingSegmentsMember ucle:OptronMember 2025-03-31 0001543623 us-gaap:OperatingSegmentsMember ucle:OptronMember 2024-03-31 0001543623 us-gaap:OperatingSegmentsMember ucle:OverhoffMember 2025-03-31 0001543623 us-gaap:OperatingSegmentsMember ucle:OverhoffMember 2024-03-31 0001543623 us-gaap:OperatingSegmentsMember us-gaap:CorporateMember 2025-03-31 0001543623 us-gaap:OperatingSegmentsMember us-gaap:CorporateMember 2024-03-31 0001543623 us-gaap:OperatingSegmentsMember 2025-03-31 0001543623 us-gaap:OperatingSegmentsMember 2024-03-31 0001543623 srt:NorthAmericaMember 2025-01-01 2025-03-31 0001543623 srt:NorthAmericaMember 2024-01-01 2024-03-31 0001543623 srt:AsiaMember 2025-01-01 2025-03-31 0001543623 srt:AsiaMember 2024-01-01 2024-03-31 0001543623 srt:SouthAmericaMember 2025-01-01 2025-03-31 0001543623 srt:SouthAmericaMember 2024-01-01 2024-03-31 0001543623 ucle:OtherMember 2025-01-01 2025-03-31 0001543623 ucle:OtherMember 2024-01-01 2024-03-31 0001543623 ucle:CustomerOneMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2025-01-01 2025-03-31 0001543623 ucle:CustomersTwoMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2025-01-01 2025-03-31 0001543623 ucle:CustomerOneMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2025-01-01 2025-03-31 0001543623 ucle:CustomersTwoMember us-gaap:AccountsReceivableMember us-gaap:CustomerConcentrationRiskMember 2025-01-01 2025-03-31 0001543623 ucle:CustomerThreeMember us-gaap:AccountsReceivableMember us-gaap:CreditConcentrationRiskMember 2025-01-01 2025-03-31 0001543623 ucle:CustomerOneMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2024-01-01 2024-03-31 0001543623 ucle:CustomersTwoMember us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2024-01-01 2024-03-31 0001543623 ucle:GoldTeamIncMember 2025-03-31 0001543623 ucle:GoldTeamIncMember 2024-03-31 0001543623 2025-03-26 0001543623 us-gaap:MajorityShareholderMember 2025-03-31 0001543623 us-gaap:MajorityShareholderMember 2024-03-31 0001543623 srt:ChiefExecutiveOfficerMember 2024-09-30 2024-09-30 0001543623 ucle:SeriesAConvertiblePreferredStockMember 2024-09-30 0001543623 ucle:RichardLandryMember 2024-01-01 2024-12-31 0001543623 ucle:RichardLandryMember 2024-12-31 0001543623 srt:ChiefFinancialOfficerMember 2024-01-01 2024-12-31 0001543623 ucle:MrHastingsMember us-gaap:SeriesAPreferredStockMember 2024-12-31 0001543623 ucle:CFOMember us-gaap:SubsequentEventMember 2025-04-02 0001543623 us-gaap:SubsequentEventMember 2025-04-02 2025-04-02 0001543623 us-gaap:SubsequentEventMember 2025-04-02 0001543623 us-gaap:SubsequentEventMember 2025-04-11 2025-04-11 0001543623 ucle:PromissoryNoteMember us-gaap:SubsequentEventMember 2025-04-15 0001543623 srt:ScenarioForecastMember ucle:PromissoryNoteMember 2025-10-01 0001543623 srt:ScenarioForecastMember ucle:PromissoryNoteMember 2025-10-01 2025-10-01 0001543623 srt:ScenarioForecastMember 2025-06-06 2025-06-06 0001543623 srt:ScenarioForecastMember 2025-06-06 0001543623 srt:ScenarioForecastMember 2025-06-10 0001543623 srt:ScenarioForecastMember 2025-06-16 2025-06-16 0001543623 srt:ScenarioForecastMember ucle:PreferredConversionOptionMember 2025-06-30 2025-06-30 0001543623 srt:ScenarioForecastMember ucle:DefaultConversionMethodMember 2025-06-30 2025-06-30 0001543623 srt:ScenarioForecastMember ucle:DefaultConversionMethodMember 2025-06-30 0001543623 srt:ScenarioForecastMember ucle:CFOMember 2025-06-23 2025-06-23 0001543623 srt:ScenarioForecastMember 2025-06-23 2025-06-23 0001543623 srt:ScenarioForecastMember 2025-06-23 0001543623 srt:ScenarioForecastMember 2025-07-17 2025-07-17 0001543623 srt:ScenarioForecastMember 2025-07-28 2025-07-28 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure ucle:segments

US NUCLEAR CORP. 10-Q