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 ~~JUNE~~SEPTEMBER 30, 2024

☐ 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 ~~October~~November 126, 2024, was 4851,~~425~~378,778.

TABLE OF CONTENTS

PART I
Item 1.	Financial Statements (Unaudited)	~~Financial Statements (Unaudited)~~1	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~19	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	~~Quantitative and Qualitative Disclosures About Market Risk~~23	22
Item 4.	Controls and Procedures	~~Controls and Procedures~~23	22
PART II
Item 1.	Legal Proceedings	~~Legal Proceedings~~24	23
Item 1A.	Risk Factors	~~Risk Factors~~24	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	~~Unregistered Sales of Equity Securities and Use of Proceeds~~24	23
Item 3.	Defaults Upon Senior Securities	~~Defaults Upon Senior Securities~~26	23
Item 4.	Mine Safety Disclosures	~~Mine Safety Disclosures~~26	24
Item 5.	Other Information	~~Other Information~~26	24
Item 6.	Exhibits	~~Exhibits~~26	24
	Signatures	~~Signatures~~27	25

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

US NUCLEAR CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	September 30,			December 31,
	2024			2023
	(unaudited)			(audited)
ASSETS
CURRENT ASSETS
Cash	$	~~137~~31,~~849~~778		$	152,840
Accounts receivable, net		~~279~~464,~~928~~434			342,172
Note receivable		2932,~~230~~730			21,149
Inventories		1,~~809~~967,~~267~~100			1,761,783
Prepaid expenses and other current assets		10,000			-
TOTAL CURRENT ASSETS		2,~~266~~506,~~274~~042			2,277,944
Property and equipment, net		32,~~429~~133			4,217
Investments		4,539			4,539
Acquisition deposit		-			-
Goodwill		570,176			570,176
TOTAL ASSETS	$	23,~~844~~082,~~418~~890		$	2,856,876
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	~~215~~272,~~668~~778		$	207,929
Accounts payable - related party		~~552~~18,000			456,000
Accrued liabilities		~~913~~937,~~732~~296			1,020,743
Accrued compensation - officers		~~910,000~~-			860,000
Customer deposit		73100,~~691~~591			6,771
Deferred revenue		-			51,578
Notes payable		~~27,600~~-			104,308
Convertible debt, net of debt discount		~~664~~638,~~015~~466			600,614
Note payable to shareholder		1119,~~483,812~~012			1,220,279
Line of credit		~~316~~326,~~570~~662			311,273
TOTAL CURRENT LIABILITIES		52,~~157~~412,~~088~~805			4,839,495
LONG-TERM LIABILITIES
Notes payable		815,672			-
TOTAL LONG-TERM LIABILITIES		815,672			-
COMMITMENTS & CONTINGENCIES		-			-
TOTAL LIABILITIES		53,~~157~~228,~~088~~477			4,839,495
SHAREHOLDERS’ EQUITY:
Common stock, $0.0001 par value; 100,000,000 shares authorized, 47,425,778 and 40,173,778 shares issued and outstanding		4,~~742~~842			4,017
Common shares to be issued		-			126,000
Additional paid in capital		16,161,945			16,454,048
Preferred stock, Series A, $0.0001 par value, 10,000 shares authorized, 1,878 and -0-, issued and outstanding		-			-
Accumulated deficit		(18,479,357	)		(18,566,684	)
Additional paid in capital		18,439,845			16,454,048
TOTAL SHAREHOLDERS’ EQUITY		(2,312,670	)		(1,982,619	)
Accumulated deficit		(18,590,274	)		(18,566,684	)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	2,844,418		$	2,856,876
TOTAL SHAREHOLDERS’ EQUITY		(145,587	)		(1,982,619	)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	3,082,890		$	2,856,876

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						~~Six~~Nine Months Ended
	June 30,						June 30,
	September 30,						September 30,
	2024			2023			2024			2023
Sales	$	~~502~~610,~~568~~864		$	~~346~~593,~~801~~502		$	1,~~130~~741,~~318~~182		$	~~994~~1,~~507~~588,009
Cost of sales		~~244~~138,~~127~~315			~~312~~127,~~148~~727			~~518~~656,~~108~~423			~~524~~651,~~265~~992
Gross profit		~~258~~472,~~441~~549			34465,~~653~~775			~~612~~1,~~210~~084,759			~~470~~936,~~242~~017
Operating expenses
Selling, general and administrative expenses		~~621~~541,~~641~~731			~~600~~539,~~419~~337			1,~~119~~661,~~839~~569			1,~~136~~875,~~244~~583
Total operating expenses		~~621~~541,~~641~~731			~~600~~539,~~419~~337			1,~~119~~661,~~839~~569			1,~~136~~875,~~244~~583
Loss from operations		(~~363~~69,~~200~~182	)		(~~565~~73,~~766~~562	)		(~~507~~576,~~629~~810	)		(~~866~~939,~~002~~566	)
Other income (expense)
Interest expense		(9241,~~149~~735	)		(2027,~~700~~795	)		(~~129~~171,~~352~~087	)		(4270,~~840~~635	)
Equity loss in investment		-			-			-			(8,059	)
Loss on deconsolidation		-			-			-			(2,539	)
Amortization of debt discount		-			(~~285~~658,~~052~~705	)		-			(~~616~~1,~~611~~275,316	)
Other income		~~(77~~-	)		-			19,577			-
Total other income (expense)		(9241,~~226~~735	)		(~~305~~686,~~752~~500	)		(~~109~~151,~~775~~510	)		(~~670~~1,~~050~~356,549	)
Loss before provision for income taxes		(455,426	)		(871,518	)		(617,404	)		(1,536,052	)
Gain/(Loss) before provision for income taxes		(110,917	)		(760,062	)		(728,320	)		(2,296,114	)
Provision for income taxes		-			-			-			-
Net loss	$	(455,426	)	$	(871,518	)	$	(617,404	)	$	(1,536,052	)
Net gain/(loss)	$	(110,917	)	$	(760,062	)	$	(728,320	)	$	(2,296,114	)
Deemed dividend for down-round provision in warrants		-						-			(2,013	)
Net loss attributed to common stockholders	$	(455,426	)	$	(871,518	)	$	(617,404	)	$	(1,538,065	)
Net gain/(loss) attributed to common stockholders	$	(110,917	)	$	(760,062	)	$	(728,320	)	$	(2,298,127	)
Weighted average shares outstanding - basic and diluted		4547,~~498~~913,~~061~~673			3536,~~669~~237,~~202~~707			4445,~~012~~322,~~115~~222			3435,~~160~~049,~~420~~921
Loss per shares - basic and diluted	$	(0.0100	)	$	(0.02	)	$	(0.0102	)	$	(0.0407	)

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			~~Additional~~Preferred ~~Paid-in~~Stock Series A			~~Accumulated~~			~~Total~~Additional ~~Shareholders’~~Paid-in			Accumulated			Total Shareholders’
	Shares		Amount		Payable			~~Capital~~Shares			~~Deficit~~Amount			~~Equity~~Capital			Deficit			Equity
Balance, December 31, 2023		40,173,778	$	4,017	$	126,000		$	~~16,454,048~~-		$	~~(18,566,684~~-	)	$	(116,~~982~~454,~~619~~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
Issuance of common stock for services		1,250,000		125		-			-			-			50,385			-			50,510
Deemed dividend for down-round provision in warrants		-		-		-			-			-			-
Issuance of common stock for debt and interest		1,168,000		117		-			-			-			69,963			-			70,080
Common shares to be issued for services		1,800,000		180		(126,000	)		125,820			-			-
Deemed dividend for down-round provision in warrants		-		-		-			-			-			-			-			-
Additional BCF discount for down-round provision on notes		-		-		-			146,799			-			146,799
Common shares to be issued for services		1,800,000		180		(126,000	)		-			-			125,820			-			-
Adoption of ASC 2020-06		-		-		-			(751,809	)		704,731			(47,078	)
Additional BCF discount for down-round provision on notes		-		-		-			-			-			146,799			-			146,799
Net loss		-		-		-			-			(161,978	)		(161,978	)
Adoption of ASC 2020-06		-		-		-			-			-			(751,809	)		704,731			(47,078	)
Balance, March 31, 2024		44,391,778	$	4,439	$	-		$	15,948,407		$	(18,023,931	)	$	(2,071,085	)
Net loss		-		-		-			-			-			-			(161,978	)		(161,978	)
Issuance of common stock for services		1,700,000		170		-			153,631			-			153,801
Balance, March 31, 2024		44,391,778	$	4,439	$	-			-		$	-		$	15,948,407		$	(18,023,931	)	$	(2,071,085	)
Issuance of common stock for debt and interest		1,334,000		133		-			59,907			-			60,040
Issuance of common stock for services		1,700,000		170		-			-			-			153,631			-			153,801
Net loss		-		-		-			-			(455,426	)		(455,426	)
Issuance of common stock for debt and interest		1,334,000		133		-			-			-			59,907			-			60,040
Balance, June 30, 2024		47,425,778	$	4,742	$	-		$	16,161,945		$	(18,479,357	)	$	(2,312,670	)
Net loss		-		-		-			-			-			-			(455,426	)		(455,426	)
Balance, June 30, 2024		47,425,778	$	4,742	$	-			-		$	-		$	16,161,945		$	(18,479,357	)	$	(2,312,670	)
Issuance of preferred stock for conversion of debt		-		-		-			1,878			-			1,878,000			-			1,878,000
Issuance of common stock for debt and interest		1,000,000		100		-			-			-			39,900			-			40,000
Forgiveness of related party debt		-		-		-			-			-			360,000			-			360,000
Net loss		-		-		-			-			-			-			(110,917	)		(110,917	)
Balance, September 30, 2024		48,425,778	$	4,842	$	-			1,878		$	-		$	18,439,845		$	(18,590,274	)	$	(145,587	)

	Common Stock				Common Stock			~~Additional~~Preferred ~~Paid-in~~Stock Series A			~~Accumulated~~			~~Total~~Additional ~~Shareholders’~~Paid-in			Accumulated			Total Shareholders’
	Shares		Amount		Payable			~~Capital~~Shares			~~Deficit~~Amount			~~Equity~~Capital			Deficit			Equity
Balance, December 31, 2022		31,621,242	$	3,162	$	39,000		$	~~14,740,401~~-		$	~~(15,130,867~~-	)	$	~~(348~~14,~~304~~740,401	)	$	(15,130,867	)	$	(348,304	)
Issuance of common stock for services		1,875,000		188		-			224,163			-			224,350
												-
Issuance of common stock for debt and interest		800,000		80		-			119,920			-			120,000
Issuance of common stock for services		1,875,000		188		-			-			-			224,163			-			224,350
Deemed dividend for down-round provision in warrants		-		-		-			2,013			(2,013	)		-
Issuance of common stock for debt and interest		800,000		80		-			-			-			119,920			-			120,000
Common shares to be issued for services		260,000		26		(39,000	)		38,974			-			-
Deemed dividend for down-round provision in warrants		-		-		-			-			-			2,013			(2,013	)		-
Additional BCF discount for down-round provision on notes		-		-		-			122,531			-			122,531
Common shares to be issued for services		260,000		26		(39,000	)		-			-			38,974			-			-
Investment in Averox		-		-		-			2,539			-			2,539
Additional BCF discount for down-round provision on notes		-		-		-			-			-			122,531			-			122,531
Net loss		-		-		-			-			(664,534	)		(664,534	)
Investment in Averox		-		-		-			-			-			2,539			-			2,539
Balance, March 31, 2023		34,556,242	$	3,456	$	-		$	15,250,540		$	(15,797,414	)	$	(543,418	)
Net loss		-		-		-			-			-			-			(664,534	)		(664,534	)
Issuance of common stock for services		545,000		55		-			51,986			-			52,040
Balance, March 31, 2023		34,556,242	$	3,456	$	-			-		$	-		$	15,250,540		$	(15,797,414	)	$	(543,418	)
Cashless exercise of warrants		1,289,236		129		-			(129	)		-			-
Issuance of common stock for services		545,000		55		-			-			-			51,986			-			52,040
Additional BCF discount for down-round provision on notes		-		-		-			204,204			-			204,204
Cashless exercise of warrants		1,289,236		129		-			-			-			(129	)		-			-
Net loss		-		-		-			-			(871,518	)		(871,518	)
Additional BCF discount for down-round provision on notes		-		-		-			-			-			204,204			-			204,204
Balance, June 30, 2023		36,390,478	$	3,639	$	-		$	15,506,601		$	(16,668,932	)	$	(1,158,692	)
Net loss		-		-		-			-			-			-			(871,518	)		(871,518	)
Balance, June 30, 2023		36,390,478	$	3,639	$	-			-		$	-		$	15,506,601		$	(16,668,932	)	$	(1,158,692	)
Issuance of common stock for services		1,705,300		171											110,536						110,707
Additional BCF discount for down round provision on notes															538,435						538,435
Net loss																		(760,062	)		(760,062	)
Balance, September 30, 2023		38,095,778	$	3,810	$	-			-			-		$	16,155,572		$	(17,428,994	)	$	(1,269,612	)

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)

	Six Months Ended
	Nine Months Ended
	June 30,
	September 30,
	2024			2023
OPERATING ACTIVITIES
Net loss	$	(~~617~~728,~~404~~320	)	$	(12,~~536~~296,~~052~~114	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		~~788~~2,084			12,~~911~~344
Issuance of common stock for services		204,311			~~286~~387,~~140~~097
Debt discount amortization		-			~~616~~1,~~611~~275,316
Financing costs		7072,~~000~~500			3,500
Loss on deconsolidation		-			2,539
Loss on equity investment		-			8,059
Changes in operating assets and liabilities:
Accounts receivable		62(122,~~244~~262	)		3587,~~515~~504
Inventories		(47205,~~484~~317	)		52(39,~~009~~453	)
Prepaid		-			1626,~~620~~370
Accounts payable		764,~~739~~849			2879,~~040~~355
Accounts payable - related parties		96162,000			84126,000
Accrued liabilities		~~(30~~7,~~567~~444	)		96110,~~364~~997
Accrued compensation - officers		5075,000			~~110~~200,000
Deferred revenue		(51,578	)		-
Customer deposits		6693,~~920~~820			4(75,~~618~~797	)
Net cash used in operating activities		(~~189~~425,~~031~~469	)		(~~190~~102,~~126~~283	)
INVESTING ACTIVITIES
Employee advance		(10,000	)		-
Cash paid upon deconsolidation		-			(2,539	)
Note receivable		(811,~~081~~581	)		(1718,~~000~~250	)
Net cash used in investing activities		(1821,~~081~~581	)		(1920,~~539~~789	)
FINANCING ACTIVITIES
Net borrowings (repayments) under lines of credit		515,~~297~~390			43,~~034~~952
Proceeds from issuance of note payable shareholder		~~383~~401,~~100~~733			~~179~~182,~~616~~016
Repayments of note payable shareholder		(119,568	)		-
Repayments of notes payable		(91,135	)		(4,302	)
Repayments of notes payable		(76,708	)		(4,302	)
Net cash provided by financing activities		325,988			181,666
Net cash provided by financing activities		192,121			179,348
NET INCREASE (DECREASE) IN CASH		(121,062	)		58,594
NET INCREASE (DECREASE) IN CASH		(14,991	)		(30,317	)
CASH
Beginning of period	$	152,840		$	126,109
End of period	$	~~137~~31,~~849~~778		$	95184,~~792~~703
Supplemental disclosures of cash flow information
Taxes paid	$	-		$	-
Interest paid	$	944,~~662~~405		$	27
Non-cash disclosures:
Common stock issued for conversion of debt and interest	$	~~130~~170,120		$	120,000
Deemed dividend on down-round provision on warrants	$	-		$	2,013
Additional BCF on down-round provision on convertible notes payable	$	-		$	~~326~~865,~~735~~170
Preferred stock issued for conversion of debt	$	1,878,000		$	-
Additional principal as consideration of maturity date extension	$	70,000		$	-

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 QUARTER ENDED ~~JUNE~~SEPTEMBER 30, 2024

Note 1 – Organization

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.

Note 2 – Basis Presentation

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, 2023, and notes thereto included in the Company’s annual report on Form 10-K filed on May 10, 2024. The Company follows the same accounting policies in the preparation of interim report. 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 $~~617~~728,~~404~~320 for the ~~six~~nine months ended ~~June~~September 30, 2024, and had an accumulated deficit of $18,~~479~~590,~~357~~274, which raises substantial doubt about its ~~ability~~ 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.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries which include Optron, 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.

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 ~~June~~September 30, 2024, and December 31, 2023.

Concentration of credit risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company places its cash with high quality financial institutions and at times may exceed the FDIC insurance limit. The Company has not and does not anticipate incurring any losses related to this credit risk.

Accounts Receivable

The Company maintains reserves for potential credit losses for accounts receivable. Management reviews the composition of accounts receivable and analyses 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. Allowance for doubtful accounts as of ~~June~~September 30, 2024, and December 31, 2023, 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 ~~June~~September 30, 2024, and December 31, 2023, there was $37,351 and $37,351, respectively, in allowance for slow moving or obsolete inventory. The Company periodically assessed ~~its~~ 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~~ items are deemed to be impaired.

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 ~~June~~September 30, 2024 and December 31, 2023, the Company believes there was no impairment of its long-lived assets.

Goodwill

Goodwill represents the excess of 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 a test for impairment be performed at least annually. As of December 31, 2023, the Company performed the required impairment analysis which resulted 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. As of ~~June~~September 30, 2024, and December 31, 2023, there are no derivative liabilities associated with our convertible notes payable.

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.

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.

Revenues from product sales are 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.

These five elements, as applied to each of the Company’s revenue category, is summarized below:

●

Product sales - revenue is recognized when the Company performs its obligations under the contracts it has with its customers to deliver products at an agreed upon price and it is generally when the control of the product has been transferred to the customer.

Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as customer deposits.

Sales returns and allowances was $0 for the ~~six~~nine months ended ~~June~~September 30, 2024, and 2023. The Company provides a one-year warranty on all sales. Warranty expense for the ~~six~~nine months ~~ended~~ ~~June~~ended September 30, 2024, and 2023 was insignificant. The Company does not provide unconditional right of return, price protection or any other concessions to its customers.

See Notes 12 and 13 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.

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.

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 assumes that all dilutive convertible shares and stock warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. As of ~~June~~September 30, 2024, and December 31, 2023, there were 1,000,000 and 1,000,000 warrants outstanding, respectively, to purchase shares of common stock. The equivalent number of shares to satisfy our convertible debt, warrants, and ~~warrants~~convertible preferred at ~~June~~ September 30, 2024 is 1836,~~136~~030,~~162~~211. Basic and diluted earnings per share are the same during the ~~six~~nine months ended ~~June~~September 30, 2024, and 2023 due to the net loss incurred.

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 12.

Related Parties

The Company accounts for related party transactions in accordance with ASC 850, Related Party Disclosures. A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

Reclassifications

Certain prior period amounts were reclassified to conform to the manner of presentation in the current period. These reclassifications had no effect on the net loss or stockholders’ equity.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 was issued to improve financial reporting by requiring earlier recognition of credit losses on financing receivables and other financial assets in scope. The new standard represents significant changes to accounting for credit losses. Full lifetime expected credit losses will be recognized upon initial recognition of an asset in scope. The current incurred loss impairment model that recognizes losses when a probable threshold is met will be replaced with the expected credit loss impairment method without recognition threshold. The expected credit losses estimate will be based upon historical information, current conditions, and reasonable and supportable forecasts. This ASU as amended by ASU 2019-10, is effective for fiscal years beginning after December 15, 2022. The Company has determined that this ASU does not have a material effect on the Company’s consolidated financial statements and related disclosures.

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes which amends ASC 740 Income Taxes (ASC 740). This update is intended to simplify accounting for income taxes by removing certain exceptions to the general principles in ASC 740 and amending existing guidance to improve consistent application of ASC 740. This update is effective for fiscal years beginning after December 15, 2021. The guidance in this update has various elements, some of which are applied on a prospective basis and others on a retrospective basis with earlier application permitted. The Company is currently evaluating the effect of this ASU on the Company’s consolidated financial statements and related disclosures.

Recently Adopted Accounting Standards

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.

Note 3 – Inventories

Inventories at ~~June~~September 30, 2024 and December 31, 2023 consisted of ~~the~~ the following:

	June 30,		December 31,
	September 30,		December 31,
	2024		2023
Raw materials	$	1,~~100~~174,~~335~~119	$	983,996
Work in Progress		~~222~~187,~~012~~304		283,568
Finished goods		~~486~~605,~~920~~677		494,219
Total inventories	$	1,~~809~~967,~~267~~100	$	1,761,783

At ~~June~~September 30, 2024 and December 31, 2023, the inventory reserve was $37,351.

Note 4 – Property and Equipment

The following are the details of the property and equipment at ~~June~~September 30, 2024 and December 31, 2023:

	June 30,			December 31,
	September 30,			December 31,
	2024			2023
Furniture and fixtures	$	148,033		$	148,033
Leasehold Improvements		50,091			50,091
Equipment		237,418			237,418
Computers and software		40,339			40,339
		475,881			475,881
Less accumulated depreciation		(~~472~~473,~~452~~748	)		(471,664	)
Property and equipment, net	$	32,~~429~~133		$	4,217

Depreciation expense for the ~~six~~nine months ended September ~~June~~ 30, 2024, and 2023 was $~~788~~2,084 and $12,~~911~~344 respectively. At ~~June~~September 30, 2024, the Company has $440,628 of fully depreciated property and equipment that is still in use.

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 ~~June~~September 30, 2024 and December 31, 2023 was $1,000 and $1,000, respectively.

MIFTI

In April 2019, the Company also entered into a Cooperative Agreement with MIFTI whereby the Company acquired certain exclusive manufacturing and supply rights, including thermonuclear fusion-powered reactor for production of electricity per MIFTI designs in return for $500,000, of which $100,000 is payable upon signing, $200,000 within four months of the agreement and $200,000 within nine months of the agreement. The $500,000 is an option to buy a 10% interest in MIFTI for $2,700,000, if completed with 24 months of the agreement date. If the options expire, 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 ~~June~~September 30, 2024 and December 31, 2023 was $1,000 and $1,000, respectively.

Grapheton

On February 5, 2020, the Company entered into a Stock Purchase Agreement (“SPA”) with Grapheton, Inc., a California corporation (“Grapheton”). The transaction was closed on March 12, 2020. Grapheton is a start-up company that focuses on building energy storage devises, 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 a 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. The Company evaluated this investment and recorded a loss attributed to equity investment of $8,059 during the ~~six~~nine months ended ~~June~~September 30, 2023.

Information regarding Grapheton as of and for the ~~six~~nine months ended ~~June~~September 30, 2024, is below:

Current assets	$	75,~~879~~152
Total assets		119,~~778~~200
Current liabilities		1,~~756~~759,~~667~~417
Total liabilities		1,~~756~~759,~~667~~417
Total stockholders’ deficiency	$	(~~960~~966,~~995~~323	)
Revenue	$	-
Operating expenses		1925,~~821~~149
Other expenses		-
Net loss	$	1925,~~821~~149

Averox

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. The Company accounts for its investment in Averox using the equity method of accounting in accordance with ASC 323. See Note 15.

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 ~~June~~September 30, 2024 and December 31, 2023, the amount outstanding under this ~~note~~ note payable was $5,272 and $5,272, respectively. The Company repaid $0 during the ~~six~~nine months ended ~~June~~September 30, 2024.

On December 26, 2020, a line of credit held by the company had matured, and based on the terms of the line of credit agreement was converted to a note payable upon demand. The obligation accrues interest at the rate of $10.89 per day until the bank receives full payment. As of ~~June~~September 30, 2024, the balance owed by the ~~Company~~ 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 ~~June~~September 30, 2024, the balance on the note was $208,~~678~~750.

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. (See Note 9)

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. (See Note 7)

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.

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 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 ~~six~~ nine months ended ~~June~~September 30, 2024, the Company converted $~~121~~159,~~370~~620 in principal and interest and $810,~~750~~500 in fees in exchange for 23,502,000 shares of common stock.

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

	Sept 30, 2024
Maturity Date	Principal Amount		Contractual Interest		Stated Interest Rate			Default Interest			Effective Interest Rate
December 31, 2024	$	~~458~~432,~~007~~458	$	214,~~432~~071		5	%		16	%		5.~~116~~084	%
December 31, 2024	$	206,008	$	97,~~137~~472		5	%		16	%		5.~~116~~084	%

Future maturities of all convertible notes payable as of ~~June~~September 30, 2024, are as follows:

Years ended December 31,	~~June~~September 30, 2024		December 31, 2023
2024	$	~~664~~638,~~015~~466	$	570,176
2025		-
2026		-
2027		-
2028		-
Thereafter		-
	$	~~664~~638,~~015~~466	$	570,176

Note 7 – Note Payable to Shareholder

Robert Goldstein, the CEO and majority shareholder, has loaned funds to the Company from time to time to cover general operating expenses. These loans are evidenced by unsecured, non-interest-bearing notes, payable upon demand. During the ~~six~~nine months ended ~~June~~September 30, 2024, the Company’s majority shareholder loaned $~~383~~522,100 to the Company and was repaid $~~119~~120,~~568~~367. ~~The~~On ~~amounts~~September 30,2024, $1,203,000 of the amount due to Mr. Goldstein ~~are~~was $converted to 1,~~483,812~~203 Series A Convertible Preferred shares of the Company (see Note 11) and $1300,~~220,279~~000 was forgiven by Mr. Goldstein and was recorded as a credit to additional paid in capital. As of ~~June~~September 30, 2024, and December 31, 2023 the balances due are $119,012 and $1,220,279, respectively.

On September 30, 2024, Gold Team Inc., a company owned by the Company’s CEO, Robert Goldstein, agreed to convert $350,000 of the balance owed to him for accrued compensation to a long-term note payable. The Note bears interest of 7.2% per annum, payable quarterly, and matures on October 1, 2027. (See Note 9)

On September 30, 2024, the Company’s CEO, agreed to convert $350,000 of the balance owed to him for accrued compensation to a long-term note payable. The Note bears interest of 7.2% per annum, payable quarterly, and matures on October 1, 2027. (See Note 14)

Note 8 – Line of Credit

As of ~~June~~September 30, 2024, the Company had four ~~lines~~ lines of credit with a maximum borrowing amount of $400,000 with interest ranging from 5.5% to 11.5% and are unsecured. As of ~~June~~ September 30, 2024, and December 31, 2023, the amounts outstanding under these lines of credit were $~~316~~326,~~570~~662 and $311,273, respectively.

Note 9 – Leases

The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the 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~~December ~~30 and the Company exercised its renewal option for an additional 12 months~~31. The ~~new~~ lease is not more than 12 months; therefore, the disclosures under ASC 842 are not required. Future minimum lease payments under this agreement for the twelve months ending December 31, 2024, is $~~192~~54,000. Effective January 1, 2019, the Company adopted the provision of ASC 842 Leases.

The lease expense for the ~~six~~nine months ended ~~June~~September 30, 2024, and 2023 was $96162,000 and $84126,000, respectively. ~~The~~Cash ~~cash~~ paid under operating leases during the ~~six~~nine months ended ~~June~~September 30, 2024, and 2023 was $0 and $0, respectively. AtOn ~~June~~September 30, 2024, the cumulative balance payable on the leases was $618,000, of which $300,000 was converted to 300 Series A Convertible Preferred shares of the Company and the remaining balance of $300,000 was converted to a long-term note payable. (see Notes 7 and 11) As of September 30, 2024, the weighted average remaining lease terms were 0.1 years , and the weighted average discount rate was 8%.

Note 10 – Commitments and Contingencies

From time to time the Company may be a party to litigation matters involving claims against the Company. Management believes that there are no known or potential matters that would have a material effect on the Company’s financial position or results of operations.

Note 11 – Shareholders’ Equity

Common Stock

During the ~~six~~nine months ended ~~June~~September 30, 2024, ~~the~~ the Company issued:

● 23,502,000 shares of common stock valued at $~~130~~170,120 in satisfaction of convertible debt, interest, and fees;

● 2,950,000 shares of common stock to consultants for services rendered valued at $~~153~~204,~~801~~311. The fair value was determined based on the Company’s stock price on the grant date; and

During the ~~six~~nine months ended ~~June~~September 30, 2023, ~~the~~ the Company issued:

● 12,~~500~~600,000 shares of common stock to its Directors and President, valued at $~~175~~239,~~500~~080; and

●

800,000 shares of common stock valued at $120,000 in satisfaction of convertible debt and interest, and fees;

	●	1,~~180~~785,~~000~~300 shares of common stock to consultants for services rendered valued at $~~139~~176,~~980~~813. The fair value was determined based on the Company’s stock price on the grand date; and
	●	771,845 and 517,391 shares of common stock in a cashless exercise of 1,500,000 and 1,000,000 warrants.

Warrants

The following table summarizes the activity related to warrants:

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Warrants		Exercise		Contractual		Intrinsic
	Outstanding		Price		Life		Value
Outstanding, December 31, 2023		1,000,000	$	0.05		4.86	$	-
Granted		-		-		-
Forfeited		-
Exercised		-
Outstanding, June 30, 2024		1,000,000	$	0.04		4.36	$	-
Outstanding, September 30, 2024		1,000,000	$	0.04		4.36	$	-
Exercisable, June 30, 2024		1,000,000	$	0.04		4.36	$	-
Exercisable, September 30, 2024		1,000,000	$	0.04		4.36	$	-

The above warrants contain a down-round provision that requires the exercise price to be adjusted if the Company sells shares of common stock below the current exercise price. During the ~~six~~nine months ended ~~June~~September 30, 2024, the Company ~~issued~~ issued shares of common stock for $0.04 therefore, the exercise price of these warrants was adjusted from $0.052 to $0.04. The change in fair value between the value of the warrants using the new exercise price versus the old exercise price as of ~~June~~September 30, 2024, and December 31, 2023, was calculated to be $0 and $2,013, respectively, and is recorded as a deemed dividend in the accompanying ~~consolidated~~ consolidated financial statements.

14Preferred Stock, Series A

On September 30, 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 either (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, or (b) 12% of the holder’s Stated Value, in the aggregate based on the number of Series A Convertible Shares titled to such holder, in shares of common stock valued as of the date of the last day of the applicable quarter, based on the listing of the Corporation’s common stock on the OTC Market, or if such shares of common stock are not listed on the OTC Market as of the last day of the applicable quarter, the fair market value of the common stock, as valuated by the Board of Directors exercising its sole discretion. 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.

During the nine months ended September 30, 2024, the Company 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.

On September 30, 2024, the date of issuance, 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.

Additional Paid in Capital

During the nine months ending September 30, 2024, the Company recorded $360,000 to additional paid in capital as result of forgiveness of debt by a related party.

Note 12 – 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 recent acquisition of the assets of Electronic Control Concepts are included with Overhoff in the table below. The assets and operations of the Company’s subsidiary, Cali From Above, are through March 3, 2023, which is the date the Company divested its interest in Cali and are included with Optron in the table below.

The following tables summarize the Company’s segment information for the three and ~~six~~nine months ended ~~June~~September 30, 2024, and 2023:

	Three Months Ended						~~Six~~Nine Months Ended
	June 30,						June 30,
	September 30,						September 30,
	2024			2023			2024			2023
Sales
Optron	$	~~201~~77,~~319~~173		$	~~(135~~183,~~587~~048	)	$	~~259~~336,~~056~~229		$	95278,~~764~~812
Overhoff		~~301~~533,~~249~~691			~~480~~410,~~387~~454			~~871~~1,~~262~~404,953			~~898~~1,~~743~~309,197
Corporate		-			-			-			-
	$	~~502~~610,~~568~~864		$	~~346~~593,~~801~~502		$	1,~~130~~741,~~318~~182		$	~~994~~1,~~507~~588,009
Gross profit
Optron	$	~~111,093~~(134	)	$	~~(198~~96,~~201~~005	)	$	125,~~204~~069		$	~~(39~~56,~~681~~324	)
Overhoff		~~147~~472,~~348~~683			~~232~~369,~~854~~770			~~487~~959,~~006~~690			~~509~~879,~~923~~693
Corporate		-			-			-			-
	$	~~258~~472,~~441~~549		$	34465,~~653~~775		$	~~612~~1,~~210~~084,759		$	~~470~~936,~~242~~017
Income (loss) from operations
Optron	$	~~368~~(794,~~111~~281	)	$	(~~417~~288,~~837~~098	)	$	~~137~~(656,~~991~~289	)	$	(~~471~~655,~~810~~738	)
Overhoff		~~(551~~743,~~031~~253	)		(8317,~~445~~183	)		~~(389~~372,~~830~~719	)		28350,~~542~~726
Corporate		(~~180~~18,~~280~~155	)		(~~139~~102,~~484~~647	)		(~~255~~273,~~790~~945	)		(~~422~~634,~~734~~553	)
	$	(~~363~~69,~~200~~182	)	$	(~~565~~73,~~766~~562	)	$	(~~507~~557,~~629~~515	)	$	(~~866~~939,~~002~~565	)
Interest Expenses
Optron	$	~~449~~-		$	~~4,618~~918		$	1,219		$	910,~~890~~808
Overhoff		6,~~297~~534			45,~~935~~697			1218,~~354~~888			814,~~591~~288
Corporate		8535,~~403~~201			1121,~~147~~180			~~115~~148,~~779~~886			2445,~~359~~539
	$	9241,~~149~~735		$	2027,~~700~~795		$	~~129~~168,~~352~~993		$	4270,~~840~~635
Net income (loss)
Optron	$	(~~171~~255,~~561~~058	)	$	(~~422~~185,~~455~~206	)	$	(~~402~~657,~~450~~507	)	$	(~~489~~674,~~240~~086	)
Overhoff		~~(18~~197,~~182~~497	)		~~(13~~316,~~380~~847	)		~~156~~354,~~615~~112			24341,~~951~~438
Corporate		(~~265~~53,~~683~~356	)		(~~435~~891,~~683~~703	)		(~~371~~424,~~569~~924	)		(1,~~071~~963,~~763~~466	)
	$	(~~455~~110,~~426~~917	)	$	(~~871~~760,~~518~~062	)	$	(~~617~~728,~~404~~320	)	$	(12,~~536~~296,~~052~~114	)

1516

	As of June 30, 2024		As of December 31, 2023
	As of September 30, 2024		As of December 31, 2023
Total Assets
Optron	$	855,231	$	830,844
Overhoff		1,~~970~~969,~~847~~551		2,007,107
Corporate		18,340		18,925
	$	2,~~844~~843,~~418~~122	$	2,856,876
Goodwill
Optron	$	-	$	-
Overhoff		570,176		570,176
Corporate		-		-
	$	570,176	$	570,176

Note 13 – Geographical Sales

The geographical distribution of the Company’s sales for the three and ~~six~~nine months ended ~~June~~September 30, 2024, and 2023 is as follows:

	Three Months Ended June 30,
	Three Months Ended September 30,
	2024		2023
Geographical sales
North America	$	~~218~~473,~~633~~691	$	~~280~~570,~~859~~420
Asia		9599,~~014~~079		5111,~~048~~034
Other		~~188~~38,~~921~~094		1412,~~894~~048
	$	~~502~~610,~~568~~864	$	~~346~~593,~~801~~502

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2024		2023
Geographical sales
North America	$	~~707~~1,~~886~~181,577	$	~~819~~1,~~167~~389,587
Asia		~~192~~291,~~058~~137		~~125~~136,~~221~~254
Other		~~230~~268,~~374~~468		5062,~~119~~168
	$	1,~~130~~741,~~318~~182	$	~~994~~1,~~507~~588,009

Note 14 – 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 ~~the~~ Canoga Park, CA and Milford, Ohio locations. Rent expense for the ~~six~~nine months ended ~~June~~September 30, 2024, and 2023 was $96144,000 and $84126,000, respectively. As of ~~June~~ September 30, 2024, and December 31, 2023, amounts payable to Gold Team Inc. in connection with the above leases amount to $~~552,000~~0 and $456,000, respectively (See Note 9).

As of ~~June~~September 30, 2024, and December 31, 2023, the Company had accrued compensation payable to its ~~majority~~CEO ~~shareholder~~ of $~~700,000~~0 and $650,000, respectively, and to its prior CFO, Richard Landry, of $~~210,000~~0 and $210,000, 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 Notes 7 and 11)

~~During~~Also on September 30, 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, 2023, the company issued 530,300 shares of common stock to Richard Landry for a value of $32,348 or $.061 per share, the fair value on date of grant.

~~Also see Note 7.~~17

Note 15 – Deconsolidation of Subsidiary

On March 3, 2023, the Company divested itself of its wholly owned subsidiary, Cali From Above, through a Membership Interest Purchase Agreement with the 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 considered the guidance under ASC 810-10-40 in determining the accounting treatment for the transaction and it was determined that the fair value of the 65,000,000 shares received on March 3, 2023 was $2,539, which was the fair value of the assets transferred upon deconsolidation by the Company. Additionally, this method was used due to there being no active trading by Averox on the date of the transaction. Also at closing, the Company and Cali From Above signed a Cooperation Agreement whereby the Company holds exclusive sourcing and manufacturing rights for Cali From Above products, thus making Cali From Above a new customer of the Company.

Upon deconsolidation, the Company recorded a loss of $2,539, reflecting the value of $2,539 in cash in Cali From Above.

Note 16 – Concentrations

Three customers accounted for 1712%, 1511%, and 1411% of the Company’s sales for the ~~six~~nine months ended ~~June~~September 30, 2024, and ~~two~~three customers accounted for 29% and 1825%, and 16% of the Company’s sales for the ~~six~~nine months ended ~~June~~September 30, 2023.

~~Seven~~Three customers accounted for more than 10% of the Company’s accounts receivable, ~~with~~at ~~two~~27%, ~~customers accounting for 45~~24% and 3920% as of ~~June~~September 30, 2024.

No vendors accounted for more than 10% of the Company’s purchases for the ~~six~~nine months ended ~~June~~September 30, 2024, and 2023.

Note 17 – 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 ~~August~~October 57, 2024, the Company issued 1,000,000 shares of common stock in satisfaction of principle, interest, and fees on a Convertible Note held by a third party.

On ~~September~~October 3018, 2024, the Company ~~amended~~issued 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~~953,000 shares of common stock in ~~the~~satisfaction ~~Corporation, at the election~~ of ~~the holder by the holder delivering written notice of such conversion to the Board of Directors for the Corporation~~principle, ~~pursuant to any procedure established by the Board of Directors. Holders of Series A Preferred Stock shall be entitled to receive an annual dividend~~interest, ~~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,~~fees ~~where~~on ~~and if necessary, of either (~~a) ~~6% of the holder’s Stated Value, in the aggregate based on the number of Series A~~ Convertible ~~Shares~~Note ~~titled~~held to such holder, in cash, or (b) 12% of the holder’s Stated Value, in the aggregate based on the number of Series A Convertible Shares titled to such holder, in shares of common stock valued as of the date of the last day of the applicable quarter, based on the listing of the Corporation’s common stock on the OTC Market, or if such shares of common stock are not listed on the OTC Market as of the last day of the applicable quarter, the fair market value of the common stock, as valuated by the Board of Directors exercising its sole discretion. 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~~third party.

On ~~September~~October 3027, 2024, the Company’s ~~CEO~~entered ~~agreed~~into toa ~~forgive~~third-party note payable for the principal amount of $60110,000. inThe ~~accrued~~cost ~~compensation~~of ~~owed~~funds tois ~~him~~a bystated amount of $31,900 and the ~~Company~~loan will be repaid in 78 equal payments of $1,819.23.

On ~~September~~October 3031, 2024, the Company’s ~~CEO~~entered ~~converted~~into a third-party note payable for the principal amount of $~~350~~79,~~000~~400. ofThe ~~his~~cost ~~accrued~~of ~~compensation~~funds tois a ~~long-term~~stated ~~note~~amount ~~payable~~of $22,152 and the Company paid 2.99% of the principal amount as an Origination Fee. The loan will be repaid in 65 equal payments of $1,562.35.

On ~~September~~November 3020, 2024, the ~~Company’s~~Board ~~CEO~~of ~~converted~~Directors ~~$375,000~~approved ofan ~~his~~amendment ~~accrued~~to ~~compensation~~restate tothe ~~375~~Certificate of Designation of its Series A ~~Convertible~~ Preferred Stock. The Certificate supersedes, amends, and restates the Certificate filed on September 27, 2024, as follows:

On2. ~~September~~Stated 30Value and Maturity. Subject to Section 8, ~~2024~~below, ~~the~~ ~~Company’s~~each ~~CEO~~share ~~agreed~~of toSeries ~~forgive~~A Preferred Stock shall have a stated value of $~~300~~1,000 (the “Stated Value”), and a maturity date of ~~shareholder~~January ~~loans~~31, ~~owed~~2028 to(“Maturity ~~him~~Date). If not otherwise converted as set forth herein, on the Maturity Date, the Board of Directors shall convert each outstanding share of the Series A Preferred Stock, irrespective of the holder thereof, and without notice or further action by any holder (other than notice by the ~~Company~~transfer agent for the corporation), into 10,000 shares of common stock in the Corporation.

On4. ~~September~~Dividends. 30Holders 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 ~~2024~~ninety (90) days of the last day of the applicable quarter, and prorated, where and if necessary, of (a) 6% of the ~~Company~~holder’s ~~CEO~~Stated Value, ~~converted~~per $1share of Series A Preferred Stock titled to such holder,~~203~~ in cash,~~000~~ and (b) 1,200 shares of ~~shareholder~~common ~~loans~~stock ~~owed~~in the Corporation for each share of Series A Preferred Stock titled to ~~him~~such byholder. The common stock issued under subsection (b) shall be issued in book entry form unless such holder requests from the ~~Company~~Secretary for the Corporation that such shares be issued on paper certificate, in which case, the holder agrees that such issuance will initially be made in book entry, and then converted to 1a paper certificate upon the earlier of (x) no later than six (6) months from the date of such request,~~203~~ (y) conversion of the Series A ~~Convertible~~ Preferred Stock to common stock herein, or (z) at the discretion of the Board of Directors. The issuance of such shares under subsection 4(b) herein shall be made in reliance on any available exemption from registration under federal or state law, including but not limited to, Section 4(a)(2) of the Securities Act of 1933, as amended (“Act”), and/or Rule 506(b) of Regulation D promulgated under the Act. Any unpaid dividend under subsection (a), above, shall accrue interest at six percent (6%), per annum, non-compounding until the earlier of payment by the Corporation, or conversion, as set forth herein.

On8. ~~September~~Call 30Provisions. At any time after January 31, ~~2024~~2026, the Board of Directors, exercising its sole discretion, has the right but not the obligation to call and redeem any outstanding shares of the ~~Company’s~~Series ~~prior~~A ~~CFO~~Preferred Stock, ~~Richard~~irrespective ~~Landry~~of the holder thereof, ~~agreed~~for either (a) the amount of the Stated Value per share of Series A Preferred Stock titled to ~~forgive~~such ~~$60~~holder, or (b) conversion of each share of Series A Preferred Stock titled to such holder thereof into 10,000 shares of common stock in ~~accrued~~the ~~compensation~~Corporation ~~owed~~(the to“Call”). ~~him~~The Call can be exercised by the ~~Company~~Board ~~and~~of ~~converted~~Directors by delivering thirty (30) days’ advanced written notice to such holder subject to the ~~remainder~~Call. Upon delivery of ~~$150~~the Call,~~000~~ inthe ~~accrued~~Corporation shall ~~compensation~~close toon athe ~~long~~Call and redemption within sixty (60) calendar days of expiration of the thirty-~~term~~day ~~note~~Call ~~payable~~notice period set forth above. If the Corporation fails to timely exercise and close the Call, the Call shall be deemed withdrawn and void ab initio.

On ~~September~~November 3020, ~~2024,~~ ~~Gold~~the ~~Team~~Board ~~Inc.,~~of aDirectors ~~company~~approved ~~principally~~an ~~owned~~amendment byto ~~the~~its Certificate ~~Company’s~~of ~~CEO,~~Incorporation ~~agreed~~ to ~~convert~~increase ~~$300,000~~the innumber ~~rent~~of ~~owed~~shares byof ~~the~~authorized ~~Company to~~common astock ~~long-term~~to ~~note payable~~500,000,000. ~~(See Note 14)~~

On September 30, 2024, Gold Team Inc., a company principally owned by the Company’s CEO, agreed to convert $300,000 in rent owed by the Company to 300 Series A Convertible Preferred Stock. (See Note 14)18

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, 2023, filed with the Securities Exchange Commission on Form 10-K on May 10, 2024, 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 ~~six~~nine months ending ~~June~~September 30, 2024, we we derived 7781% of our total revenues from sales made by Overhoff to three customers. We have experienced a ~~171~~21% increase in business from our Technical Associates division compared to the ~~six~~nine months ended ~~June~~September 30, 2023, which is largely due to expansion of our international customer base.

Our international revenues were 3732.41% of our total revenue during the ~~six~~nine months ended ~~June~~September 30, 2024. 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 $79,000 and $9,000, respectively, for each facility per month.

1819

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.

Results of Operations

For the three months ended ~~June~~September 30, 2024, compared to the three months ended ~~June~~September 30, 2023:

	Three Months Ended June 30,						Change
	Three Months Ended September 30,						Change
	2024			2023			$			%
Sales	$	~~502~~610,~~568~~864		$	~~346~~593,~~801~~502		$	~~155~~17,~~767~~362			442.9	%
Cost of goods sold		~~244~~138,~~127~~315			~~312~~127,~~148~~727			~~(68~~10,~~021~~588	)		~~-21.~~8.3	%
Gross profit		~~258~~472,~~441~~549			34465,~~653~~775			~~223~~6,~~788~~774			~~645~~1.85	%
Selling, general and administrative expenses		~~621~~541,~~641~~731			~~600~~539,~~419~~337			212,~~222~~394			30.54	%
Loss from operations		(~~363~~69,~~200~~182	)		(~~565~~73,~~766~~562	)		~~202~~4,~~566~~380			-356.80	%
Other income (expense)		(9241,~~226~~735	)		(~~305~~686,~~752~~500	)		~~213~~644,~~526~~765			-6993.89	%
Loss before provision for income taxes		(455,426	)		(871,518	)		416,092			-47.7	%
Gain/(Loss) before provision for income taxes		(110,917	)		(760,062	)		649,145			-85.4	%
Provision for income taxes		-			-			-
Net loss	$	(~~455~~110,~~426~~917	)	$	(~~871~~760,~~518~~062	)	$	~~416~~649,~~092~~145			-4785.74	%

Sales for the three months ended ~~June~~September 30, 2024, were $~~502~~610,~~568~~864 compared to $~~346~~593,~~801~~502 for the same period in 2023. The increase of $~~155~~17,~~767~~362 or 442.9% is a result of an ~~increase~~decrease in sales from our Optron subsidiary of $~~336~~105,~~906~~875 offset by aan ~~decrease~~increase in sales from our Overhoff subsidiary of $~~179~~123,~~139~~237. The overall increase in sales is principally due to the mix of products and services sold during the period combined with an increase in our international customer base at Optron. The sales breakdown for the three months ended ~~June~~September 30, 2024, is as follows:

North America 4377.5054%

Asia (Including Japan) 1816.922%

Other ~~37.~~6.24%

Our gross margins for the three months ended ~~June~~September 30, 2024, were 5177.436% as compared to 1078.48% for the same period in 2023. Gross margins ~~increased~~decreased for the three months ended ~~June~~ September 30, 2024, due to fluctuations in the cost of materials used in manufacturing our products, in addition to uncommon costs incurred during the period ending ~~June~~September 30, 2023 for products not meeting specifications or standards upon completion of the manufacturing process.

Selling, general and administrative expenses for the three months ended ~~June~~September 30, 2024, were $~~621~~541,~~641~~731 compared to $~~600~~539,~~419~~337 for the same period in 2023. The increase of $212,~~222~~394 or 30.54% was principally due to increases in professional fees and payroll and employee benefits~~, and stock-based compensation~~. During the three months ended ~~June~~September 30, 2024, there was no stock-based compensation ~~was $153,801~~ compared to $52396,~~040~~847 during the same period in 2023. Stock based compensation is issued as an incentive to consultants to increase revenues through the acquisition of new customers.

Other income/(expense) for the three months ended ~~June~~ September 30, 2024, was $92(41,~~226~~735), acompared ~~decrease~~to of ($~~213~~686,~~526~~500) ~~from other expense of $305,752~~ for the same period in 2023. The ~~decrease~~change was primarily due to a decrease in the amortization of debt discounts associated with convertible debentures of $~~285~~658,~~052 offset by an increase in interest expense~~705.

1920

For the ~~six~~nine months ended ~~June~~September 30, 2024, compared to the ~~six~~nine months ended ~~June~~September 30, 2023:

	Six Months Ended June 30,						Change
	Nine Months Ended September 30,						Change
	2024			2023			$			%
Sales	$	1,~~130~~741,~~318~~182		$	~~994~~1,~~507~~588,009		$	~~135~~153,~~811~~173			139.76	%
Cost of goods sold		~~518~~656,~~108~~423			~~524~~651,~~265~~992			(64,~~157~~431	)		-10.27	%
Gross profit		~~612~~1,~~210~~084,759			~~470~~936,~~242~~017			~~141~~148,~~968~~742			3015.29	%
Selling, general and administrative expenses		1,~~119~~661,~~839~~569			1,~~336~~875,~~244~~583			(~~216~~214,~~405~~014	)		-1611.24	%
Loss from operations		(~~507~~576,~~629~~810	)		(~~866~~939,~~002~~566	)		~~358~~362,~~373~~756			-4138.46	%
Other income (expense)		(~~109~~151,~~775~~510	)		(~~670~~1,~~050~~356,549	)		~~560~~1,~~275~~205,039			-8388.68	%
Loss before provision for income taxes		(~~617~~728,~~404~~320	)		(12,~~536~~296,~~052~~114	)		~~918~~1,~~648~~567,795			-5968.83	%
Provision for income taxes		-			-			-
Net loss	$	(~~617~~728,~~404~~320	)	$	(12,~~536~~296,~~052~~114	)	$	~~918~~1,~~648~~569,808			-5968.83	%

Sales for the ~~six~~nine months ended ~~June~~September 30, 2024, were $1,~~130~~741,~~318~~182 compared to $~~994~~1,~~507~~588,009 for the same period in 2023. The increase of $~~135~~153,~~811~~173 or 139.76% is a result of an increase in sales from our Optron subsidiary of $~~163~~57,~~292~~417 ~~offset~~and byan aincrease ~~decrease~~ in sales from our Overhoff subsidiary of $2795,~~481~~756. The overall increase in in sales is principally due to the mix of products and services sold during the period combined with an increase in our international ~~customer~~ customer base at Optron. The sales breakdown for the ~~six~~nine months ended ~~June~~September 30, 2024, is as follows:

North America 6267.686%

Asia (Including Japan) 1716.072%

Other 2015.442%

Our gross margins for the ~~six~~nine months ended ~~June~~September 30, 2024, were 5462.23% as compared to 4758.2894% for the same period in 2023. Gross margins increased for the ~~six~~nine months ended ~~June~~September 30, 2024, due to fluctuations in the cost of materials used in manufacturing our products, in addition to uncommon costs incurred during the period ending ~~June~~September 30, 2023, for products not meeting specifications or standards upon completion of the manufacturing process.

Selling, general and administrative expenses for the ~~six~~nine months ended ~~June~~September 30, 2024, were $1,~~119~~661,~~839~~569 compared to $1,~~336~~875,~~244~~583 for the same period in 2023. The decrease of $~~216~~214,~~405~~ 014 or 1611.24% was principally due to increases in professional fees and payroll and employee benefits, offset by decreases in stock-based compensation. During the ~~six~~nine months ended ~~June~~September 30, 2024, stock-based compensation was $204,311 compared to $~~276~~396,~~390~~847 during the same period in 2023. Stock based compensation is issued as an incentive to consultants to increase revenues through the acquisition of new customers.

Other income/(expense) for the ~~six~~nine months ended September ~~June~~ 30, 2024, was ($~~109~~151,~~775,~~510) acompared ~~decrease~~to of ($~~560~~1,~~275 from other expense of $670~~356,~~050~~549) for the same period in 2023. The ~~decrease~~change was primarily due to a decrease in the amortization of debt discounts associated with convertible debentures of $~~616~~1,~~611~~275,316, offset by an increase in interest expense in the current period.

Net loss for the ~~six~~nine months ended ~~June~~September 30, 2024, was $~~617~~728,~~404~~320 compared to $12,~~536~~296,~~052~~114 for the same period in 2023. The change was principally attributed to the factors described above.

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.

2021

At ~~June~~September 30, 2024, total assets ~~decreased~~ increased to $23,~~844~~082,~~418~~ 890 from $2,856,876 at December 31, 2023. The ~~decrease~~increase primarily reflects increases in accounts receivable and inventory, offset by ~~decreases~~a decrease in ~~accounts receivable and~~ cash.

At ~~June~~September 30, 2024, total liabilities ~~increased~~decreased to $53,~~157~~228,~~088~~477 from $4,839,495 at December 31, 2023. The ~~increase~~decrease is primarily the net of increases in accounts payable, ~~accrued~~and ~~expenses,~~ customer deposits, ~~and shareholder loans,~~ 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 the current period.

Net cash used in operating activities for the ~~six~~nine months ended ~~June~~September 30, 2024 was $~~189~~425,~~031~~469 compared to $~~190~~102,~~126~~283 for the same period in 2023. The change in cash from operations was principally due to changes in inventory, accounts receivable, and customer deposit working capital accounts.

Net cash used in investing activities for the ~~six~~nine months ended ~~June~~September 30, 2024, was $1821,~~081~~581 compared to $1920,~~539~~789 for the same period in 2023. The ~~decrease~~increase in cash used in investing ~~activities~~ activities was primarily due to the decrease of a note receivable by $86,~~919~~669 and cash of $2,539 surrendered in the deconsolidation of Cali From Above during the prior period offset by an increase in employee advances of $10,000.

Net cash provided by financing activities for the ~~six~~nine months ended ~~June~~September 30, 2024, was $~~192~~325,~~121~~988 compared to $~~179~~181,~~348~~666 for the same period in 2023. The change in cash from financing ~~activities~~ activities was primarily due to repayments of notes payable offset by increases in proceeds from lines of credit and shareholder loans.

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 ~~the~~use ~~following~~of isestimates ~~among~~and ~~the~~underlying ~~most critical~~ accounting ~~policies~~assumptions ~~that~~adhere ~~impact~~to ~~our~~GAAP ~~consolidated~~and ~~financial~~are ~~statements~~consistently applied. WeOur ~~suggest that our~~ significant accounting policies, asare ~~described in~~summarized ~~our financial statements~~ in ~~the~~Note ~~Summary~~2 ofto ~~Significant~~our ~~Accounting~~consolidated ~~Policies,~~financial ~~be read in conjunction with this Management’s Discussion and Analysis of Financial Condition and Results of Operations~~statements.

2122

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 ~~June~~September 30, 2024.

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 ~~six~~nine-month period ended ~~June~~September 30, 2024. 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 ~~six~~nine months ended ~~June~~September 30, 2024, that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

2223

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 May 10, 2024, for Risk Factors.

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

On January 9, 2023, the Company issued 100,000 shares of common stock inrelated ~~connection~~to ~~with~~ a consulting services agreement entered into with Prashant Mehta.

On January 19, 2023, the Company issued 400,000 shares of common stock in satisfaction of principle, interest, and fees on a Convertible Note held by a third party.

On January 23, 2023, the Company issued 50,000 shares of common stock to Richard Cavalli in connection with investor relations services provided by athe consultant.

On January 23, 2023, the Company issued 210,000 shares of common stock to Howard Isaacs in connection with investor relations services provided by athe consultant.

On February 23, 2023, the Company issued 400,000 shares of common stock in satisfaction of principle, interest, and fees on a Convertible Note held by a third party.

On February 24, 2023, the Company issued 200,000 shares of common stock inrelated ~~connection~~to ~~with~~ a consulting services agreement entered into with Prashant Mehta.

On March 14, 2023, the Company issued an aggregate of 1,500,000 shares to two Directors and its Chief Executive Officer as compensation for services provided to the Company.

On March 1431, 2023, the Company issued 75,000 shares of common stock inrelated ~~connection~~to ~~with~~ a consulting services agreement entered into with Prashant Mehta.

On April 11, 2023, the Company issued 771,845 common shares for a cashless exercise of warrants outstanding.

On April 26, 2023, the Company issued 420,000 shares of common stock to Howard Isaacs in connection with investor relations services provided by the consultant.

On April 26, 2023, the Company issued 50,000 shares of common stock to Richard Cavalli in connection with investor relations services provided by the consultant.

On May 25, 2023, the Company issued 517,391 common shares for a cashless exercise of warrants outstanding.

On June 12, 2023, the Company issued 75,000 shares of common stock related to a consulting services agreement entered into with Prashant Mehta.

On August 22, 2023, the Company issued 75,000 shares of common stock related to a consulting services agreement entered into with Prashant Mehta.

On August 22, 2023, the Company issued 530,300 shares of common stock related to Richard Landry, our former Chief Financial Officer, for services provided to the Company.

On August 25, 2023, the Company issued an aggregate of 1,100,000 shares to two Directors and its Chief Executive Officer as compensation for services provided to the Company.

On October 25, 2023, the Company issued 50,000 shares of common stock to Richard Cavalli in connection with investor relations services provided by the consultant.

On October 25, 2023, the Company issued 210,000 shares of common stock to Howard Isaacs in connection with investor relations services provided by the consultant.

On October 26, 2023, the Company issued 50,000 shares of common stock to Richard Cavalli in connection with investor relations services provided by the consultant.

On October 26, 2023, the Company issued 210,000 shares of common stock to Howard Isaacs in connection with investor relations services provided by the consultant.

On October 27, 2023, the Company issued 450,000 shares of common stock in satisfaction of principle, interest, and fees on a Convertible Note held by a third party.

On November 30, 2023, the Company issued 833,000 shares of common stock in satisfaction of principle, interest, and fees on a Convertible Note held by a third party.

On December 4, 2023, the Company issued 200,000 shares of common stock related to a consulting services agreement entered into with Prashant Mehta.

On December 19, 2023, the Company issued 75,000 shares of common stock related to a consulting services agreement entered into with Prashant Mehta.

On January 2, 2024, the Company issued 1,800,000 shares of common stock in satisfaction of principle, interest, and fees on a Convertible Note held by a third party.

On February 7, 2024, the Company issued 300,000 shares of common stock in connection with a consulting services agreement.

On February 13, 2024, the Company issued 500,000 shares of common stock in satisfaction of principle, interest, and fees on a Convertible Note held by a third party.

On March 6, 2024, the Company issued 334,000 shares of common stock in satisfaction of principle, interest, and fees on a Convertible Note held by a third party.

On March 11, 2024, the Company issued an aggregate of 950,000 shares of common stock in connection with consulting services agreements.

On March 16, 2024, the Company issued 334,000 shares of common stock in satisfaction of principle, interest, and fees on a Convertible Note held by a third party.

On May 9, 2024, the Company issued 334,000 shares of common stock in satisfaction of principle, interest, and fees on a Convertible Note held by a third party.

On May 13, 2024, the Company issued 200,000 shares of common stock to a consultant for services.

On May 17, 2024, the Company issued 1,000,000 shares of common stock to its CFO as compensation for services.

On June 4, 2024, the Company issued 1,000,000 shares of common stock in satisfaction of principle, interest, and fees on a Convertible Note held by a third party.

On June 13, 2024, the Company issued 300,000 shares of common stock to a consultant for services.

On August 5, 2024, the Company issued 1,000,000 shares of common stock in satisfaction of principle, interest, and fees on a Convertible Note held by a third party.

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

3.4

11/22/2024

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)

2426

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: ~~October~~November 426, 2024

2527

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