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 ~~SEPTEMBER~~MARCH 3031, ~~2024~~2025

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

Commission file number: 000-54617

(Exact name of registrant as specified in its charter)

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

7051 Eton Avenue

Canoga Park, CA 91303

(Address of principal executive offices)

(818) 883-7043

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒☐ No ☐☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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

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

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

The number of shares of the Registrant’s common stock outstanding as of ~~November~~August 2618, ~~2024~~2025, was 5158,~~378~~930,~~778~~204.

TABLE OF CONTENTS

PART I
Item 1.	Financial Statements (Unaudited)	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1921
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2324
Item 4.	Controls and Procedures	2324
PART II
Item 1.	Legal Proceedings	2425
Item 1A.	Risk Factors	2425
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2425
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	26
	Signatures	27

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

US NUCLEAR CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	March 31,			December 31,
	2024			2023
	2025			2024
	~~(unaudited)~~	(unaudited)		~~(audited)~~	(audited)
ASSETS
CURRENT ASSETS
Cash	$	3168,~~778~~489		$	~~152~~130,840
Accounts receivable, net		~~464~~60,~~434~~985			~~342~~351,~~172~~398
Note receivable		3241,~~730~~916			2141,~~149~~916
Inventories		1,~~967~~750,~~100~~121			1,~~761~~536,~~783~~014
Prepaid expenses and other current assets		~~10,000~~-			-10,000
TOTAL CURRENT ASSETS		21,~~506~~921,~~042~~511			2,~~277~~070,~~944~~168
Property and equipment, net		21,~~133~~604			41,~~217~~964
Investments		4,539			~~4,539~~4539
Goodwill		570,176			570,176
TOTAL ASSETS	$	32,~~082~~497,~~890~~830		$	2,~~856~~646,~~876~~847
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	~~272~~252,~~778~~645		$	~~207~~256,~~929~~276
Accounts payable - related party		~~18,000~~-			~~456,000~~-
Accrued liabilities		~~937~~1,~~296~~111,480			1,~~020~~025,~~743~~954
Accrued compensation - officers		-13,000			~~860~~13,000
Customer deposit		~~100~~302,~~591~~607			6423,~~771~~548
Deferred revenue		-			51,578
Notes payable		135,411			169,624
Notes payable		-			104,308
Convertible notes payable, net of debt discount		144,000			405,403
Convertible debt, net of debt discount		638,466			600,614
Note payable to shareholder		104,512			92512
Note payable to shareholder		119,012			1,220,279
Line of credit		311,273			311,273
Line of credit		326,662			311,273
TOTAL CURRENT LIABILITIES		2,374,928			2,697,590
TOTAL CURRENT LIABILITIES		2,412,805			4,839,495
LONG-TERM LIABILITIES
Notes payable		~~815~~805,~~672~~422			-805,422
TOTAL LONG-TERM LIABILITIES		~~815~~805,~~672~~422			-805,422
COMMITMENTS & CONTINGENCIES		-			-
TOTAL LIABILITIES		3,~~228~~180,~~477~~350			43,~~839~~503,~~495~~012
SHAREHOLDERS’ EQUITY:
Common stock, $0.0001 par value; 100,000,000 shares authorized, 47,425,778 and 40,173,778 shares issued and outstanding		4,842			4,017
Common stock, $0.0001 par value; 100,000,000 shares authorized, 58,930,204 and 52,712,778 shares issued and outstanding		5,893			5,271
Common shares to be issued		-			126,000
Common shares to be issued (593,556 shares)		87,362			45,813
Preferred stock, Series A, $0.0001 par value, 10,000 shares authorized, 1,878 and -0-, issued and outstanding		-			-
Preferred stock, Series A, $0.0001 par value, 10,000 shares authorized, 2,006 and 2,006, issued and outstanding		2,006,000			2,006,000
Additional paid in capital		1817,~~439~~526,~~845~~009			16,~~454~~763,~~048~~076
Accumulated deficit		(1820,~~590~~307,~~274~~784	)		(1819,~~566~~676,~~684~~325	)
TOTAL SHAREHOLDERS’ EQUITY		(~~145~~682,~~587~~520	)		(1856,~~982,619~~165	)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	32,~~082~~497,~~890~~830		$	2,~~856~~646,~~876~~847

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

US NUCLEAR CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2024			2023			2024			2023
	2025			2024
Sales	$	~~610~~476,~~864~~705		$	~~593~~627,~~502~~750		$	~~1,741,182~~		$	~~1,588,009~~
Cost of sales		~~138~~127,~~315~~788			~~127~~273,~~727~~981			~~656,423~~			~~651,992~~
Gross profit		~~472~~348,~~549~~917			~~465~~353,~~775~~769			~~1,084,759~~			~~936,017~~
Operating expenses
Selling, general and administrative expenses		~~541~~872,~~731~~797			~~539~~498,~~337~~198			~~1,661,569~~			~~1,875,583~~
Total operating expenses		~~541~~872,~~731~~797			~~539~~498,~~337~~198			~~1,661,569~~			~~1,875,583~~
Loss from operations		(69523,~~182~~880	)		(73144,~~562~~429	)		~~(576,810~~	)		~~(939,566~~	)
Other income (expense)
Interest expense		(4136,~~735~~352	)		(2737,~~795~~202	)		~~(171,087~~	)		~~(70,635~~	)
Equity loss in investment		-			-			-			(8,059	)
Other income		-			19,653
Loss on deconsolidation		-			-			-			(2,539	)
Total other income (expense)		(36,352	)		(17,549	)
Amortization of debt discount		-			(658,705	)		-			(1,275,316	)
Loss before provision for income taxes		(560,232	)		(161,978	)
Other income		-			-			19,577			-
Provision for income taxes		-			-
Total other income (expense)		(41,735	)		(686,500	)		(151,510	)		(1,356,549	)
Net loss	$	(560,232	)	$	(161,978	)
Gain/(Loss) before provision for income taxes		(110,917	)		(760,062	)		(728,320	)		(2,296,114	)
Preferred stock dividends		(71,227	)		-
Provision for income taxes		-			-			-			-
Deemed dividend for down-round provision in warrants		-			-
Net gain/(loss)	$	(110,917	)	$	(760,062	)	$	(728,320	)	$	(2,296,114	)
Net loss attributed to common stockholders	$	(631,459	)	$	(161,978	)
Deemed dividend for down-round provision in warrants		-						-			(2,013	)
Weighted average shares outstanding - basic and diluted		57,309,903			42,526,088
Net gain/(loss) attributed to common stockholders	$	(110,917	)	$	(760,062	)	$	(728,320	)	$	(2,298,127	)
Loss per shares - basic and diluted	$	(0.01	)	$	(0.00	)
Weighted average shares outstanding - basic and diluted		47,913,673			36,237,707			45,322,222			35,049,921
Loss per shares - basic and diluted	$	(0.00	)	$	(0.02	)	$	(0.02	)	$	(0.07	)

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

US NUCLEAR CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

	Common Stock				Common Stock			Preferred Stock Series A				~~Additional~~Preferred ~~Paid-in~~Stock			~~Accumulated~~Additional Paid-in			~~Total Shareholders’~~Accumulated			Total Shareholders’
	Shares		Amount		Payable			Shares		Amount		~~Capital~~Payable			~~Deficit~~Capital			~~Equity~~Deficit			Equity
Balance, December 31, 2023		40,173,778	$	4,017	$	126,000			-	$	-	$	16,454,048		$	(18,566,684	)	$	(1,982,619	)
Balance, December 31, 2024		52,712,778	$	5,271	$	45,813			-	$	-	$	2,006,000		$	16,763,076		$	(19,676,325	)	$	(856,165	)
									-		-
Issuance of common stock for cash		1,000,000		100					-		-		-			49,900						50,000
Issuance of common stock for services		1850,~~250,~~000		~~125~~85		-			-		-		~~50,385~~-			-56,015			~~50,510~~-			56,100
Issuance of common stock for debt and interest		14,~~168~~367,~~000~~426		~~117~~437		-			-		-		~~69,963~~-			-262,019			~~70,080~~-			262,456
Deemed dividend for down-round provision in warrants		-		-		-			-		-		-			-			-
Warrants issued for services		-		-		-			-		-		-			394,999			-			394,999
Common shares to be issued for services		1,800,000		180		(126,000	)		-		-		125,820			-			-
Preferred stock issued		-		-		-			2,006		201		(2,006,000	)		2,005,799			-			-
Additional BCF discount for down-round provision on notes		-		-		-			-		-		146,799			-			146,799
Preferred stock dividends, payable in common shares		-		-		41,549			-		-		-			-			(41,549	)		-
Adoption of ASC 2020-06		-		-		-			-		-		(751,809	)		704,731			(47,078	)
Preferred stock dividends, payable in cash		-		-		-			-		-		-			-			(29,678	)		(29,678	)
Net loss		-		-		-			-		-		-			~~(161,978~~-	)		(~~161~~560,~~978~~232	)		(560,232	)
Balance, March 31, 2024		44,391,778	$	4,439	$	-			-	$	-	$	15,948,407		$	(18,023,931	)	$	(2,071,085	)
Balance, March 31, 2025		58,930,204	$	5,893	$	87,362			2,006	$	201	$	-		$	19,531,808		$	(20,307,784	)	$	(682,520	)
Issuance of common stock for services		1,700,000		170		-			-		-		153,631			-			153,801
Issuance of common stock for debt and interest		1,334,000		133		-			-		-		59,907			-			60,040
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			Preferred Stock Series A				~~Additional~~Preferred ~~Paid-in~~Stock			~~Accumulated~~Additional Paid-in			~~Total Shareholders’~~Accumulated			Total Shareholders’
	Shares		Amount		Payable			Shares		Amount		~~Capital~~Payable			~~Deficit~~Capital			~~Equity~~Deficit			Equity
Balance, December 31, 2022		31,621,242	$	3,162	$	39,000			-	$	-	$	14,740,401		$	(15,130,867	)	$	(348,304	)
Balance, December 31, 2023		40,173,778	$	4,017	$	126,000			-	$	-	$	-		$	16,454,048		$	(18,566,684	)	$	(1,982,619	)
											-		-
Issuance of common stock for services		1,~~875~~250,000		~~188~~125		-			-		-		~~224,163~~-			-50,385			~~224,350~~-			50,510
Issuance of common stock for debt and interest		~~800~~1,168,000		80117		-			-		-		~~119,920~~-			-69,963			~~120,000~~-			70,080
Deemed dividend for down-round provision in warrants		-		-		-			-		-		~~2,013~~-			~~(2,013~~-	)		-			-
Common shares to be issued for services		~~260~~1,800,000		26180		(39126,000	)		-		-		~~38,974~~-			-			-			-
Additional BCF discount for down-round provision on notes		-		-		-			-		-		122,531			-			122,531
Adoption of ASC 2020-06		-		-		-			-		-		-			(751,809	)		704,731			146,799
Investment in Averox		-		-		-			-		-		2,539			-			2,539
Net loss		-		-		-			-		-		-			-			(161,978	)		(161,978	)
Net loss		-		-		-			-		-		-			(664,534	)		(664,534	)
Balance, March 31, 2024		44,391,778	$	4,439	$	-			-	$	-		-		$	15,948,407		$	(18,023,931	)	$	(2,071,085	)
Balance, March 31, 2023		34,556,242	$	3,456	$	-			-	$	-	$	15,250,540		$	(15,797,414	)	$	(543,418	)
Issuance of common stock for services		545,000		55		-			-		-		51,986			-			52,040
Cashless exercise of warrants		1,289,236		129		-			-		-		(129	)		-			-
Additional BCF discount for down-round provision on notes		-		-		-			-		-		204,204			-			204,204
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)

	Nine Months Ended
	Three Months Ended
	September 30,
	March 31,
	2024			2023
	2025			2024
OPERATING ACTIVITIES
Net loss	$	(~~728~~560,~~320~~232	)	$	(2161,~~296,114~~978	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		~~2,084~~360			~~2,344~~788
Issuance of common stock for services		~~204~~56,~~311~~100			~~387~~50,~~097~~510
Debt discount amortization		-			1,275,316
Issuance of warrants for services		394,999			-
Financing costs		72,500			3,500
Debt discount amortization		-			-
Loss on deconsolidation		-			2,539
Loss on equity investment		-			8,059
Changes in operating assets and liabilities:
Accounts receivable		~~(122~~290,~~262~~413	)		87(46,~~504~~907	)
Inventories		(~~205~~214,~~317~~107	)		(3922,~~453~~189	)
Prepaid		-10,000			~~26,370~~-
Accounts payable		64(3,~~849~~630	)		792,~~355~~153
Accounts payable - related parties		~~162,000~~-			~~126~~48,000
Accrued liabilities		754,~~444~~553			~~110~~30,~~997~~165
Accrued compensation - officers		~~75,000~~-			~~200~~25,000
Deferred revenue		~~(51,578~~-	)		-(13,341	)
Customer deposits		93(120,~~820~~942	)		(~~75,797~~771	)
Net cash used in operating activities		(~~425~~92,~~469~~486	)		(~~102~~88,~~283~~570	)
INVESTING ACTIVITIES
Employee advance		(10,000	)		-
Note receivable		-			(3,950	)
Cash paid upon deconsolidation		-			(2,539	)
Net cash used in investing activities		-			(3,950	)
Note receivable		(11,581	)		(18,250	)
Net cash used in investing activities		(21,581	)		(20,789	)
FINANCING ACTIVITIES
Net borrowings (repayments) under lines of credit		~~15,390~~-			3(1,~~952~~500	)
Proceeds from issuance of note payable shareholder		~~401~~12,~~733~~000			~~182~~181,~~016~~400
Repayments of notes payable		(91,135	)		(4,302	)
Repayments of note payable shareholder		-			(69,524	)
Net cash provided by financing activities		325,988			181,666
Repayments of notes payable		(31,865	)		(38,505	)
NET INCREASE (DECREASE) IN CASH		(121,062	)		58,594
Proceeds from issuance of common stock		50,000			-
Net cash provided by financing activities		30,135			71,871
NET INCREASE (DECREASE) IN CASH		(62,351	)		(20,649	)
CASH
Beginning of period	$	~~152~~130,840		$	~~126~~152,~~109~~840
End of period	$	3168,~~778~~489		$	~~184~~132,~~703~~191
Supplemental disclosures of cash flow information
Taxes paid	$	-		$	-
Interest paid	$	4410,~~405~~398		$	279,662
Non-cash disclosures:
Common stock issued for conversion of debt and interest	$	~~170~~262,~~120~~046		$	~~120~~70,~~000~~080
Deemed dividend on down-round provision on warrants	$	-		$	2,013
Preferred stock dividends payable	$	41,549		$	-
Additional BCF on down-round provision on convertible notes payable	$	-		$	865,170
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~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024~~2025

Note 1 – Organization and Basis of Presentation

Organization and Line of Business

US Nuclear Corp., formerly known as APEX 3, Inc., (the “Company” or “US Nuclear”) was incorporated under the laws of the State of Delaware on February 14, 2012.

On May 31, 2016, the Company entered into an Asset Purchase Agreement with Electronic Control Concepts (“ECC”) whereby the Company purchased certain tangible and intangible assets of ECC.

The Company is engaged in developing, manufacturing, and selling radiation detection and measuring equipment. The Company markets and sells its products to consumers throughout the world.

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~~2024, and notes thereto included in the Company’s annual report on Form 10-K filed on ~~May~~June 1025, ~~2024~~2025. The Company follows the same accounting policies in the preparation of interim ~~report~~reports. Results of operations for the interim period are not indicative of annual results.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company recorded a net loss of $~~728~~560,~~320~~ 232 for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, and had an accumulated deficit of $1820,~~590~~307,~~274~~784 as of March 31, 2025, which raises substantial doubt about its ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through some private placement offerings of debt and equity securities. These plans, if successful, will mitigate the factors which raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.

Note 2 – Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, ~~which~~Optron ~~include~~Scientific ~~Optron~~Company, Overhoff Technology Corporation (“Overhoff”), and its wholly-owned subsidiary, Electronic Control Concepts (“ECC”), have been prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. It is possible that accounting estimates and assumptions may be material to the Company due to the levels of subjectivity and judgment involved.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. There were no cash equivalents as of ~~September~~March 3031, ~~2024~~2025, and December 31, ~~2023~~2024.

Concentration of ~~credit~~Credit ~~risk~~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~~analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded based on the Company’s historical collection history in addition to an analysis of future potential credit losses. Management considers the aging of accounts receivable, changes to customer credit ratings, as well as any industry-specific factors and economic growth trends that could impact credit loss estimates. Allowance for doubtful accounts as of ~~September~~March 3031, ~~2024~~2025, and December 31, ~~2023,~~2024 were $6,590 and $6,590, respectively.

Inventories

Inventories are valued at the lower of cost (determined primarily by the average cost method) or net realizable value. Management compares the cost of inventories with the net realizable value and allowance is made for writing down their inventories to net realizable value, if lower. As of ~~September~~March 3031, ~~2024~~2025, and December 31, ~~2023~~ 2024, the ~~there~~Company ~~was~~recorded $37,351 and $37,351, respectively, in allowance for slow moving or obsolete inventory. The Company periodically assessed its inventory for slow moving and/or obsolete items. If any are identified an appropriate allowance for those items is made and/or the items are deemed to be impaired.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024

Property and Equipment

Property and Equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of equipment is provided using the straight-line method for substantially all assets with estimated lives as follows:

Furniture and fixtures		5 years
Leasehold improvement		Lesser of lease life or economic life
Equipment		5 years
Computers and software		5 years

Long-Lived Assets

The Company applies the provisions of Accounting Standards Codification (“ASC”) Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review at ~~September~~March 3031, ~~2024~~2025, and December 31, ~~2023~~2024, the Company believes there was no impairment of its long-lived assets.

Goodwill

Goodwill represents the excess of ~~purchase~~the ~~price~~purchase price over the underlying net assets of businesses acquired. The entire goodwill balance in the accompanying financial statements resulted ~~from~~ from the Company’s acquisition of Overhoff Technology Corporation in 2006. The Company complies with ASC 350, Goodwill and Other ~~Indefinite~~ Indefinite Lived Intangible Assets, requiring that aan ~~test for~~ impairment test be performed at least annually. As of ~~December~~March 31, ~~2023~~2025, and December 31, 2024, the Company performed the required impairment analysis, ~~which~~resulting ~~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. AsDuring ofthe ~~September~~three 30months ended March 31, ~~2024~~2025, and December 31, ~~2023~~2024, there ~~are~~were no derivative liabilities associated with our convertible notes payable.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024

Investments

The Company accounts for investments in equity securities without a readily determinable fair value at cost, minus impairment. If the Company identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, the Company measures the equity security at fair value as of the date that the observable transaction occurred (“the measurement alternative”) in accordance with ASC 321. The Company accounts for investments for which it owns 20% or more, but less than 50% on the equity method in accordance with ASC 323.

Fair Value of Financial Instruments

For certain of the Company’s financial instruments, including cash, accounts receivable, accounts payable, accrued liabilities, customer deposits, and line of credit, the carrying amounts approximate their fair values due to their short maturities. In addition, the Company has a note payable to a shareholder that the carrying amount also approximates fair value.

Convertible Preferred Stock

The Company has authorized 10,000 shares of Series A Convertible Preferred Stock, each share convertible into 10,000 shares of the Company’s common stock. The preferred stock carries a dividend rate of 6% per annum, payable quarterly within 90 days of the applicable quarter, and 1,200 shares of common stock for each share of Series A titled to each holder. At any time after January 31, 2026, the Company has the right, but is not obligated, to call and redeem any outstanding Series A Preferred for $1,000 per share or to convert each share of Series A Preferred into 10,000 common shares. The Series A Convertible Preferred mature on January 31, 2028, at which time the Company shall convert all Series A Preferred into 10,000 common shares per Preferred.

The Company relied upon guidance and accounted for the Series A Convertible Preferred in accordance with ASC 480 and ASC 470 and determined that the Series A Preferred shares would be considered equity transactions. Except for the dividends, the only mandatory payments are the conversions at maturity, however since the conversions are settled in the Company’s own common stock, the Series A Preferred do not meet the criteria for liability classification. The Company also considered the requirement to classify the Series A Convertible Preferred as temporary equity; however, the Series A shares are not redeemable at the holder’s discretion. The Call option rests solely with management of the Company and the mandatory redemption does not necessitate cash payment since the Company has the option to settle in common stock. The Company considered it highly unlikely that it would redeem the shares for cash at maturity. In addition, extinguishment of debt transactions with related parties are considered to be capital transactions.

Revenue Recognition

Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), became effective for the Company on January 1, 2018. The Company’s revenue recognition disclosure reflects its updated accounting policies that are affected by this new standard. The Company applied the “modified retrospective” transition method for open contracts for the implementation of Topic 606. As sales are and have been primarily from the sale of products to customers, and the Company has no significant post-delivery obligations, this new standard did not result in a material recognition of revenue on the Company’s accompanying consolidated financial statements for the cumulative impact of applying this new standard. The Company made no adjustments to its previously reported total revenues, as those periods continue to be presented in accordance with its historical accounting practices under Topic 605, Revenue Recognition.

~~Revenues~~Revenue from the product sales ~~are~~is recognized under Topic 606 in a manner that reasonably reflects the delivery of its products to customers in return for expected consideration and includes the following elements:

●

executed contracts with the Company’s customers that it believes are legally enforceable;

●

identification of performance obligations in the respective contract;

●

determination of the transaction price for each performance obligation in the respective contract;

●

allocation the transaction price to each performance obligation; and

●

recognition of revenue only when the Company satisfies each performance obligation.

~~These~~US ~~five~~NUCLEAR ~~elements,~~CORP. asAND ~~applied to each of the Company’s revenue category, is summarized below:~~SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024

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

●

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

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

Sales returns and allowances ~~was~~were $0 ~~for~~and ~~the~~$0 ~~nine~~for the three months ended ~~September~~March 3031, ~~2024~~2025, and ~~2023~~2024, respectively. The Company provides a one-year warranty on all sales. Warranty expense for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, and ~~2023~~2024 was insignificant. The Company does not provide unconditional right of return, price protection or any other concessions to its customers.

See Notes 1211 and 1312 for disclosures of revenue disaggregated by geographical area and product line.

Customer Deposits

Customer deposits represent cash paid to the Company by customers before the product has been completed and shipped and are considered fully refundable.

Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements.

Stock-Based Compensation

The Company records stock-based compensation in accordance with FASB ASC Topic 718,” “Compensation – Stock Compensation.” FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024

Basic and Diluted Earnings Per Share

Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share. Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding. Diluted EPS 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 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 convertible preferred at September 30, 2024 is 36,030,211. Basic and diluted earnings per share are the same during the nine months ended September 30, 2024, and 2023 due to the net loss incurred.

Diluted EPS is based on the assumption that all dilutive convertible shares and stock warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. For periods in which the Company has reported net loss, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

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

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

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

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

Segment Reporting

FASB ASC Topic 280, Segment Reporting, requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has two reportable segments. See Note 1211.

Related Parties

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

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024

Reclassifications

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

9In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures. The main provisions of ASU 2023-09 require a public entity to disclose on an annual basis (i) specific prescribed categories in the rate reconciliation, (ii) additional information for reconciling items that meet a quantitative threshold, (iii) the amount of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes, (iv) the amount of income taxes paid, net of refunds received, disaggregated by individual jurisdictions in which income taxes paid is equal to greater than 5 percent of total income taxes paid, (v) income or loss from continuing operations before income tax expense or benefit disaggregated between domestic and foreign, and (vi) income tax expense or benefit from continuing operations disaggregated by federal, state, and foreign. ASU 2023-09 also removes certain disclosure requirements related to unrecognized tax benefits and cumulative unrecognized temporary differences. The new guidance is effective for the fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted ASU 2023-09 as of December 31, 2024, and has determined that this ASU does not have a material effect on the Company’s consolidated financial statements and related disclosures.

Note 3 – Inventories

~~Inventories~~Inventory atas ~~September~~of 30March 31, ~~2024~~2025, and December 31, ~~2023~~2024 consisted of of the following:

	September 30,		December 31,
	2025		2024
	2024		2023
Raw materials	$	966,164	$	867,200
Raw materials	$	1,174,119	$	983,996
Work in Progress		350,928		446,044
Work in Progress		187,304		283,568
Finished goods		433,029		222,710
Finished goods		605,677		494,219
Total inventories	$	1,750,121	$	1,536,014
Total inventories	$	1,967,100	$	1,761,783

AtAs ~~September~~of 30March 31, ~~2024~~2025, and December 31, ~~2023,~~2024 the inventory reserve was $37,351 and $37,351, respectively.

Note 4 – Property and Equipment

The following are the details of ~~the~~ property and equipment atas ~~September~~of 30March 31, ~~2024~~2025, and December 31, ~~2023~~2024:

	September 30,			December 31,
	2025			2024
	2024			2023
Furniture and fixtures	$	104,675		$	104,674
Furniture and fixtures	$	148,033		$	148,033
Leasehold improvements		50,091			50,091
Leasehold Improvements		50,091			50,091
Equipment		237,418			237,418
Computers and software		40,339			40,~~339~~340
		475,881			475,881
		432,523			432,523
Less accumulated depreciation		(~~473~~430,~~748~~919	)		(~~471~~430,~~664~~559	)
Property and equipment, net	$	21,~~133~~604		$	41,~~217~~964

Depreciation expense for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, and ~~2023~~2024 was $~~2,084~~ 360 and $2788,~~344~~ respectively. At ~~September~~March 3031, 2025, and December 31, 2024, the Company ~~has~~had $~~440~~425,~~628~~219 of fully ~~depreciated~~ depreciated property and equipment that is still in use.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024

Note 5 – Investments

MIFTEC

On August 3, 2018, the Company closed an agreement by and among, MIFTEC Laboratories, Inc. (“MIFTEC”), a licensee of Magneto-Inertial Fusion Technologies, Inc., (“MIFTI”), and the Company. MIFTEC is a licensee of MIFTI radionuclide technology. MIFTEC will engage the Company to manufacture equipment pursuant to MIFTEC’s specifications and designs and have the Company as a sales representative for the manufactured equipment. The Company will be the exclusive manufacturer and supplier to MIFTEC of equipment in North America and Asia. In addition, the Company received a 10% ownership interest in MIFTEC. The consideration for the exclusive manufacturing rights and a 10% ownership interest in MIFTEC was $500,000 and 300,000 shares of the Company’s common stock valued at $594,000. The fair value was determined based on the Company’s stock price on August 3, 2018. The Company recorded the value of the 10% interest in MIFTEC at $10,000 and recorded $1,084,000 as the acquisition of manufacturing and supply rights in the accompanying consolidated statement of operations during the year ended December 31, 2018. The Company evaluated this investment for impairment and determined that an impairment of $9,000 was necessary during the year ended December 31, 2019. The carrying value of this investment at ~~September~~March 3031, ~~2024~~2025 and ~~December~~2024 ~~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~~option ~~expire~~expires, MIFTI shall issue the Company 500,000 shares of common stock and rescind all other exclusive rights contained in the agreement. The option was rescinded, and the Company received 500,000 shares of MIFTI common stock which represents an ownership of approximately 0.56% for its $500,000 investment. The Company evaluated this investment for impairment and determined that an impairment of $499,000 was necessary during the year ended December 31, 2019. The carrying value of this investment at ~~September~~March 3031, ~~2024~~2025 and ~~December~~2024 ~~31, 2023~~ was $1,000 and $1,000, respectively.

~~Grapheton~~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~~devices, known as supercapacitors, from a new material system. The technology utilized by Grapheton has been proven to provide a compelling advantage in microelectrode arrays with superior electrical and electrochemical properties.

Pursuant to the terms of the SPA, the Corporation will acquire a total of 2,552 shares of Grapheton’s common stock over a two-year period. At closing, the Company was issued aat 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~~ 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 nine months ended September 30, 2023.~~

~~Information regarding Grapheton as of and for the nine months ended September 30, 2024, is below:~~12

Current assets	$	5,152
Total assets		9,200
Current liabilities		1,759,417
Total liabilities		1,759,417
Total stockholders’ deficiency	$	(966,323	)
Revenue	$	-
Operating expenses		25,149
Other expenses		-
Net loss	$	25,149

US NUCLEAR CORP. AND SUBSIDIARIES

11NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~Averox~~FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024

OnInformation ~~March~~regarding 3,Grapheton ~~2023,~~for the ~~Company divested itself~~three ofmonths ~~its~~ended ~~wholly~~March ~~owned subsidiary~~31, ~~Cali From Above~~2025, ~~through~~is ~~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~~below: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.

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

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

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

Note 6 – Notes Payable

In connection with the acquisition of assets from ECC, the Company issued a note payable to the owner of ECC. The note accrued interest at 5% per annum, requires quarterly principal and interest payments of $4,518 and is due on April 15, 2021. At ~~September~~March 3031, ~~2024~~2025, and ~~December 31~~2024, ~~2023,~~ the amount outstanding under this note payable was $5,272 and $5,272, respectively. The Company ~~repaid~~was $0in ~~during~~default on payment of the ~~nine~~note ~~months~~payable ~~ended~~as ~~September~~of 30December 31, 2024. The Company has communicated with the debt holder, and the amount is considered payable on demand as of March 31, 2025.

On December 26, 2020, a line of credit held by the company had matured, and based on the terms of the line of credit agreement was converted to a note payable upon demand. The obligation accrues interest at the rate of $10.89 per day until the bank receives full payment. As of ~~September~~March 3031, ~~2024~~2025, the balance owed by the Company was $1,500.

On October 12, 2023, the Company entered into a note payable in the amount of $125,000 and included an origination fee of $2,500, which was deducted from the proceeds. The note bears non-annualized interest of $25,000 and 52 payments of $2,885 are to be paid weekly until paid in full. As of ~~September~~December 3031, 2024, the ~~balance on the~~ note was ~~$8,750~~paid in full.

On September 30, 2024, the Company entered into a Promissory Note with Gold Team Inc., a company owned by the Company’s CEO, in the amount of $300,000. The Note bears interest of 7.2% per annum, payable quarterly, and matures on October 1, 2027. As of March 31, 2025, the balance of principal and interest on the Note was $310,800. (See Note 913)

On September 30, 2024, the Company entered into a Promissory Note with Robert Goldstein, the Company’s CEO, in the amount of $350,000. The Note bears interest of 7.2% per annum, payable quarterly, and matures on October 1, 2027. As of March 31, 2025, the balance of principal and interest on the Note was $362,600. (See Note 713)

On September 30, 2024, the Company’s previous CFO, Richard Landry, agreed to convert $150,000 in accrued compensation owed to him by the Company into a three-year Promissory Note. The Note bears interest of 7.2% per annum, payable quarterly, and matures on October 1, 2027. As of March 31, 2025, the balance of principal and interest on the Note was $155,400.

On October 29, 2024, the Company entered into a note payable in the amount of $110,000. The note bears non-annualized interest of $31,900 and 78 payments of $1,819 are to be paid weekly until paid in full. As of March 31, 2025, the balance of principal and interest on the Note was $80,385.

On October 31, 2024, the Company entered into a note payable in the amount of $79,400 and included an origination fee of $2,374. The note bears non-annualized interest of 22,153 and 65 payments of $,1562 are to be paid weekly until paid in full. As of March 31, 2025, the balance of principal and interest on the Note was $52,526.

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

During the twelve months ended December 31, 2024, the Company received $2,500 from Cali From Above, a related party. The note is payable on demand and non-interest bearing.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024

Convertible Notes

On May 5, 2022, the Company received a loan in connection with the issuance of stock warrants in the amount of $750,000. The loan has terms of 12 months and accrues interest at 5% per annum. As part of the issuance of the loan, the company identified debt discounts related to the warrants issued, the incentive shares issued as discussed in Note 10, the beneficial conversion feature of the debt, and the expenses paid as part of the issuance. The total debt discounts recorded as of the date of the note was $550,538. On January 1, 2024, and upon adoption of ASC 2020-06, the total remaining unamortized debt discount on this note was adjusted and recorded as part of a cumulative-effect adjustment to accumulated deficit.

On October 10, 2022, the Company received a loan in connection with the issuance of stock warrants in the amount of $375,000. The loan has terms of 12 months and accrues interest at 5% per annum. As part of the issuance of the loan, the company identified debt discounts related to the warrants issued, the beneficial conversion feature of the debt, and the expenses paid as part of the issuance. The total debt discount recorded as of the date of the note was $200,488. On January 1, 2024, and upon adoption of ASC 2020-06, the total remaining unamortized debt discount on this note was adjusted and recorded as part of a cumulative-effect adjustment to accumulated deficit.

Effective January 1, 2024, the Company adopted guidance which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. This guidance was adopted using a modified retrospective approach. The Company used the modified retrospective approach whereby amounts previously reported have not been revised. Upon adoption we recognized a decrease to additional paid-in capital of $751,809, an increase to long-term debt of $47,078, and a cumulative-effect adjustment to accumulated deficit of $704,731. (See Note 2)

12On April 17, 2024, the Holder of the Company’s convertible Notes issued on May 5, 2022, and October 10, 2022, agreed to extend the maturity dates to December 31, 2024, under Amendment #2 of the Notes. In consideration for extending the maturity dates, the principal balance of Note 1 was increased by $50,000 and the principal balance of Note 2 was increased by $20,000. During the three months ended March 31, 2025, the Company converted $262,456 in principal and interest in exchange for 4,367,426 shares of common stock and both Notes are paid in full.

On ~~April~~December 1720, 2024, the ~~Holder~~Company ofreceived ~~the Company’s~~$72,000 ~~convertible~~through ~~Notes~~Digital ~~agreed~~Trust, toLLC ~~extend~~(custodian ~~the~~to ~~maturity~~an ~~dates~~IRA toowned ~~December~~by 31Michael Hastings, ~~2024~~our CFO), ~~under~~in ~~Amendment~~connection #2with ofa ~~the~~convertible ~~Notes~~note. InThe ~~consideration~~loan ~~for extending~~has ~~the~~terms ~~maturity~~of ~~dates,~~62 ~~the~~months ~~principal~~and ~~balance~~accrues ofinterest ~~Note~~at 16% ~~was~~per ~~increased~~annum, bypayable ~~$50,000~~quarterly. ~~and~~The ~~the~~note ~~principal~~is ~~balance~~convertible ofany ~~Note~~time 2after ~~was~~six ~~increased~~months byfrom ~~$20,000.~~the ~~During~~effective ~~the~~date ~~nine~~and ~~months~~is ~~ended~~convertible ~~September~~at ~~30,~~a ~~2024~~rate of 200,000 ~~the~~common ~~Company~~shares ~~converted~~per $~~159~~12,~~620~~000 inof all principal and interest ~~and~~then ~~$10,500~~outstanding. inAs ~~fees in exchange~~of ~~for~~March 331,~~502~~ 2025,~~000~~ ~~shares~~the balance of ~~common~~principal ~~stock~~and interest was $73,080.

On December 20, 2024, the Company received $72,000 from a shareholder, in connection with a convertible note. The loan has terms of 62 months and accrues interest at 6% per annum, payable quarterly. The note is convertible any time after six months from the effective date and is convertible at a rate of 200,000 common shares per $12,000 of all principal and interest then outstanding. As of March 31, 2025, the balance of principal and interest was $72,000.

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

	Sept 30, 2024
	March 31, 2025
Maturity Date	Principal Amount		Contractual Interest		Stated Interest Rate			Default Interest			Effective Interest Rate
December 31, 2024	$	432,458	$	4,071		5	%		16	%		5.084	%
February 20, 2030	$	72,000	$	1,080		6	%		12	%		6.168	%
December 31, 2024	$	206,008	$	7,472		5	%		16	%		5.084	%
February 20, 2030	$	72,000	$	-		6	%		12	%		6.168	%

~~Future~~Demand ~~maturities~~Notes ofPayable ~~all~~to ~~convertible notes payable as of September 30, 2024, are as follows:~~Shareholders

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

Robert Goldstein, the CEO and majority shareholder, has loaned funds to the Company from time to time to cover general operating expenses. These loans are evidenced by unsecured, non-interest-bearing notes, payable upon demand. During the twelve months ended December 31, 2024, the Company’s majority shareholder loaned $531,100 to the Company and was repaid $155,867. On September 30,2024, $1,203,000 owed to Mr. Goldstein was converted to 1,203 Series A Convertible Preferred shares of the Company (see Note 9) and $300,000 was forgiven by Mr. Goldstein and was recorded as a credit to additional paid in capital. As of March 31, 2025, and March 31, 2024, the balance owed was $95,512 and $1,332,155, respectively.

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 nine months ended September 30, 2024, the Company’s majority shareholder loaned $522,100 to the Company and was repaid $120,367. On September 30,2024, $1,203,000 of the amount due to Mr. Goldstein was converted to 1,203 Series A Convertible Preferred shares of the Company (see Note 11) and $300,000 was forgiven by Mr. Goldstein and was recorded as a credit to additional paid in capital. As of 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 September 30, 2024, the Company had four 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 September 30, 2024, and December 31, 2023, the amounts outstanding under these lines of credit were $326,662 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 on December 31. The 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 $54,000. Effective January 1, 2019, the Company adopted the provision of ASC 842 Leases.

The lease expense for the nine months ended September 30, 2024, and 2023 was $162,000 and $126,000, respectively. Cash paid under operating leases during the nine months ended September 30, 2024, and 2023 was $0 and $0, respectively. On September 30, 2024, the cumulative balance payable on the leases was $618,000, of which $300,000 was converted to 300 Series A Convertible Preferred shares of the Company and the remaining balance of $300,000 was converted to a long-term note payable. (see Notes 7 and 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~~US 11NUCLEAR ~~– Shareholders’~~CORP. ~~Equity~~AND SUBSIDIARIES

~~Common~~NOTES ~~Stock~~TO CONSOLIDATED FINANCIAL STATEMENTS

~~During~~FOR ~~the~~THE ~~nine~~THREE ~~months~~MONTHS ~~ended~~ENDED ~~September~~MARCH 3031, ~~2024, the~~2025 ~~Company issued:~~and 2024

●On 3March 25,~~502~~ 2025,~~000~~ ~~shares~~the ofCompany’s ~~common~~CFO ~~stock~~loaned funds ~~valued~~to atthe ~~$170,120~~Company into ~~satisfaction~~cover ofgeneral ~~convertible~~operating ~~debt~~expenses. The loan is unsecured, non-interest bearing, and ~~fees;~~is payable upon demand. As of March 31, 2025, the balance owed was $9,000. (see Note 9)

●Future ~~2,950,000~~maturities ~~shares~~ of ~~common~~all ~~stock~~loans toand ~~consultants~~notes ~~for~~payable as ~~services~~of ~~rendered~~March ~~valued~~31, ~~at $204~~2025,~~311.~~ ~~The~~are ~~fair~~as ~~value was determined based on the Company’s stock price on the grant date; and~~follows:

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

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

●Note ~~2,600,000~~7 ~~shares~~– Lines of ~~common stock to its Directors and President, valued at $239,080; and~~Credit

●As ~~800~~of March 31,~~000~~ ~~shares~~2025, the Company had three lines of ~~common~~credit ~~stock~~with ~~valued~~a atmaximum borrowing amount of $~~120~~400,000 inwith ~~satisfaction~~interest ranging from 5.5% to 11.5%. As of ~~convertible~~March ~~debt~~31, 2025, and ~~interest~~December 31, 2024, the amounts outstanding under these lines of credit were $309,773 and ~~fees;~~$309,773, respectively.

	●	1,785,300 shares of common stock to consultants for services rendered valued at $176,813. 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.

Note 8 – Leases

~~Warrants~~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 ~~following~~Company ~~table~~leases ~~summarizes~~its current facilities from Gold Team Inc., a company owned by the ~~activity~~Company’s ~~related~~CEO, which owns both the Canoga Park, CA and Milford, Ohio locations. The leases expire annually on April 30, and the Company exercised its renewal option for an additional 12 months. The new lease is not more than 12 months; therefore, the Company has elected the short-term lease exclusion under ASC 842. On October 1, 2024, Gold Team agreed to ~~warrants:~~the forbearance of rent on both properties until July 1, 2025. Future minimum lease payments under this agreement for the twelve months ending December 31, 2025, is $108,000. Effective January 1, 2019, the Company adopted the provision of ASC 842 Leases.

					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, September 30, 2024		1,000,000	$	0.04		4.36	$	-
Exercisable, September 30, 2024		1,000,000	$	0.04		4.36	$	-

The lease expense for the three months ended March 31, 2025, and 2024 was $0 and $0, respectively. Cash paid under operating leases during the twelve months ended March 31, 2025, and 2024 was $0 and $0, respectively. On September 30, 2024, the cumulative balance payable on the leases was $618,000, of which $300,000 was converted to 300 Series A Convertible Preferred shares of the Company and the remaining balance of $300,000 was converted to a long-term note payable. (see Notes 6 and 13) As of March 31, 2025, the weighted average remaining lease terms were 0.1 years, and the weighted average discount rate was 8%.

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 nine months ended September 30, 2024, the Company 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 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 financial statements.

Preferred 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~~US ~~nine~~NUCLEAR ~~months~~CORP. ~~ended~~AND ~~September 30, 2024, the Company issued:~~SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024

Note 9 – Shareholders’ Equity

Common stock

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

●

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

●

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

●

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

●

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

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

●

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

●

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

Convertible Preferred Stock, Series A

On November 27, 2024, the Company amended its Articles of Incorporation to authorize Series A Convertible Preferred Stock. The number of shares constituting such Series A Preferred Stock shall be 10,000 shares, par value of $.0001, out of the 5,000,000 shares, par value of $.0001, of preferred stock authorized by the Corporation in its Certificate of Incorporation. Each share of Series A Preferred Stock shall have a stated value of $1,000 (the “Stated Value”). Each holder of Series A Preferred Stock shall have the right to convert 1 share of Series A Preferred Stock into 10,000 shares of common stock in the Corporation, at the election of the holder by the holder delivering written notice of such conversion to the Board of Directors for the Corporation, pursuant to any procedure established by the Board of Directors. Holders of Series A Preferred Stock shall be entitled to receive an annual dividend, payable quarterly (i.e., every three months in a calendar year), within ninety (90) days of the last day of the applicable quarter, and prorated, where and if necessary, of (a) 6% of the holder’s Stated Value, in the aggregate based on the number of Series A Convertible Shares titled to such holder, in cash, and (b) 1,200 shares of common stock for each share of Series A Preferred stock titled to such holder. Holders of Series A Preferred Stock are entitled to vote on any and all matters submitted to the vote of the common shareholders of the Corporation with each share of Series A Preferred Stock equaling 10,000 shares of shares of common stock on a fully converted basis.

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

●

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

●

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

●

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

On● ~~September~~128 ~~30,~~shares ~~2024, the date~~ of ~~issuance, the~~preferred ~~fair~~stock ~~market~~to ~~value~~a ~~was~~related ~~estimated~~party ~~using~~for 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$128, ~~the~~000 ~~Company~~in ~~recorded the aggregate value of the liability extinguished as a capital contribution~~cash.

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

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 nine months ended September 30, 2024, and 2023:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
Sales
Optron	$	77,173		$	183,048		$	336,229		$	278,812
Overhoff		533,691			410,454			1,404,953			1,309,197
Corporate		-			-			-			-
	$	610,864		$	593,502		$	1,741,182		$	1,588,009
Gross profit
Optron	$	(134	)	$	96,005		$	125,069		$	56,324
Overhoff		472,683			369,770			959,690			879,693
Corporate		-			-			-			-
	$	472,549		$	465,775		$	1,084,759		$	936,017
Income (loss) from operations
Optron	$	(794,281	)	$	(288,098	)	$	(656,289	)	$	(655,738	)
Overhoff		743,253			317,183			372,719			350,726
Corporate		(18,155	)		(102,647	)		(273,945	)		(634,553	)
	$	(69,182	)	$	(73,562	)	$	(557,515	)	$	(939,565	)
Interest Expenses
Optron	$	-		$	918		$	1,219		$	10,808
Overhoff		6,534			5,697			18,888			14,288
Corporate		35,201			21,180			148,886			45,539
	$	41,735		$	27,795		$	168,993		$	70,635
Net income (loss)
Optron	$	(255,058	)	$	(185,206	)	$	(657,507	)	$	(674,086	)
Overhoff		197,497			316,847			354,112			341,438
Corporate		(53,356	)		(891,703	)		(424,924	)		(1,963,466	)
	$	(110,917	)	$	(760,062	)	$	(728,320	)	$	(2,296,114	)

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

US NUCLEAR CORP. AND SUBSIDIARIES

~~Note~~NOTES 13TO –CONSOLIDATED ~~Geographical~~FINANCIAL ~~Sales~~ STATEMENTS

~~The~~FOR ~~geographical~~THE ~~distribution~~THREE ofMONTHS ~~the~~ENDED ~~Company’s sales~~MARCH ~~for the three and nine months ended September 30~~31, ~~2024,~~2025 and ~~2023 is as follows:~~ 2024

	Three Months Ended September 30,
	2024		2023
Geographical sales
North America	$	473,691	$	570,420
Asia		99,079		11,034
Other		38,094		12,048
	$	610,864	$	593,502

Additional Paid in Capital

	Nine Months Ended September 30,
	2024		2023
Geographical sales
North America	$	1,181,577	$	1,389,587
Asia		291,137		136,254
Other		268,468		62,168
	$	1,741,182	$	1,588,009

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

~~Note~~During 14the twelve –months ~~Related~~ending ~~Party~~December ~~Transactions~~31, 2024, the Company recorded $360,000 to additional paid in capital as result of forgiveness of debt by a related party. On September 30, 2024, the transaction date for the converted related party debt to Series A Convertible Preferred, the fair market value was estimated using the Option Pricing Model and the fair value of the underlying shares. Since the estimated fair market value was substantially lower than the liability extinguished and the transaction is not considered an arm’s length transaction, the Company recorded the aggregate value of the liability extinguished as a capital contribution.

The Company leases its current facilities month-to-month from Gold Team Inc., a company principally owned by the Company’s CEO, which owns both Canoga Park, CA and Milford, Ohio locations. Rent expense for the nine months ended September 30, 2024, and 2023 was $144,000 and $126,000, respectively. As of September 30, 2024, and December 31, 2023, amounts payable to Gold Team Inc. in connection with the above leases amount to $0 and $456,000, respectively (See Note 9).Warrants

AsOn ofJanuary ~~September 30~~1, ~~2024~~2025, ~~and~~the ~~December~~Company ~~31,~~issued ~~2023~~two identical cashless warrant agreements for advisory services, ~~the~~entitling ~~Company~~each ~~had~~holder ~~accrued compensation~~to ~~payable~~acquire up to ~~its~~2,500,000 ~~CEO~~common shares at an exercise price of $0.08 ~~and~~for ~~$650,000,~~a ~~respectively,~~three-year ~~and~~term. toOn ~~its~~the ~~prior~~date ~~CFO~~of issuance, ~~Richard~~the ~~Landry,~~exercise price was above the fair market value of $0the ~~and~~underlying ~~$210,000,~~shares ~~respectively. On~~on ~~September~~the ~~30,~~grant ~~2024~~date, ~~the~~resulting ~~Company’s~~in ~~CEO,~~no ~~Robert~~intrinsic ~~Goldstein,~~value. ~~converted~~The fair value at issuance was $~~350~~394,~~000~~999. ~~into~~These awarrants ~~note~~are ~~payable~~equity classified and ~~$375~~the fair value at issuance was calculated using the Black Scholes pricing model. No significant unobservable inputs were used in the valuation,~~000~~ and ~~into~~no ~~Series~~material Aadjustments ~~Convertible~~were required. As such, the Company believes the fair value measurement falls within Level 2 of the ASC 820 ~~Preferred~~hierarchy. ~~stock~~The specific number of warrants outstanding has not yet been determined but is not expected to exceed the ~~Company~~number of shares available for issuance. ~~(See~~Should ~~Notes~~these 7warrants ~~and~~be ~~11)~~fully exercised, common shareholders would experience dilution of up to 5,000,000 common shares.

~~Also~~The onfollowing ~~September~~table ~~30,~~summarizes ~~2024,~~ the ~~Company’s~~ ~~prior~~activity ~~CFO, Richard Landry, agreed to forgive $60,000 of the $210,000 owed to him for accrued compensation and converted~~related ~~the balance of $150,000~~ to awarrants 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.outstanding:

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

Of the warrants outstanding as of March 31, 2025, 1,000,000 contain a down-round provision that requires the exercise price to be adjusted if the Company sells shares of common stock below the current exercise price. As of March 31, 2025, the Company issued shares of common stock at $0.04; therefore, according to the down-round provision in the warrant agreement, the exercise price for these warrants was adjusted from $0.052 to $0.04. During the twelve months ending December 31, 2024, the Company issued shares of common stock for $0.052; therefore, the exercise price of these warrants was adjusted from $0.75 to $0.052.

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

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

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

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

~~Note~~US 15NUCLEAR –CORP. ~~Deconsolidation~~AND ~~of Subsidiary~~SUBSIDIARIES

OnNOTES ~~March~~TO 3,CONSOLIDATED ~~2023,~~FINANCIAL 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.STATEMENTS

~~Upon~~FOR ~~deconsolidation,~~THE ~~the~~THREE ~~Company~~MONTHS ~~recorded~~ENDED aMARCH ~~loss of $2~~31,~~539,~~ ~~reflecting~~2025 ~~the value of $2,539 in cash in Cali From Above.~~and 2024

Note 1610 – ~~Concentrations~~Segment Reporting

~~Three~~ASC ~~customers~~Topic ~~accounted~~280, ~~for~~“Segment ~~12%~~Reporting,” requires ~~11%,~~use ~~and 11%~~ of the ~~Company~~“management approach” model for segment reporting. The management approach model is based on the way a company’s ~~sales~~management ~~for~~organizes segments within the ~~nine~~company ~~months~~for ~~ended~~making ~~September~~operating ~~30,~~decisions ~~2024,~~and assessing performance. The Company has two reportable segments: Optron and ~~three~~Overhoff. ~~customers~~Optron ~~accounted~~is ~~for~~located ~~29%~~in Canoga Park, California and ~~25%~~Overhoff is located in Milford, Ohio. The assets and ~~16%~~operations of the Company’s ~~sales~~acquisition ~~for~~of the ~~nine~~assets ~~months~~of ~~ended~~Electronic ~~September~~Control ~~30,~~Concepts ~~2023~~are included with Overhoff in the table below.

~~Three~~Although the ~~customers~~reportable ~~accounted~~segments use similar production processes for ~~more~~the ~~than~~Company’s ~~10%~~hardware and software products and services, each one is managed separately to better align with the type of product manufactured. Our Optron facility produces radiation monitors, while the Overhoff facility manufactures tritium monitors. Both facilities offer calibration and repair services to the respective monitor systems or devices. The Company currently evaluates the performance of its reportable segments based on net sales and operating income. The Company’s Chief ~~accounts~~Operating ~~receivable~~Decision atMaker ~~27%~~(CODM) does not utilize any additional profit/loss metrics or any detailed asset allocations as part of the overall analysis, ~~24%~~as the Company does not currently have these specific details available for review. While efforts are being made to enhance our internal metrics and ~~20%~~reporting asprocesses, currently, a complete suite of ~~September~~expense 30metrics for evaluating the effectiveness of our resource allocation across all segments is not fully operational. We are exploring project management tools and centralized platforms to integrate data from various sources and improve visibility into resource utilization. For each reporting segment, ~~2024~~the Manager of Operations reports to the CODM, who is the Company’s CEO, Robert Goldstein.

NoThe ~~vendors~~following ~~accounted~~tables ~~for~~summarize ~~more than 10% of~~ the Company’s segment ~~purchases~~information for the ~~nine~~years ~~months~~ ended ~~September~~March 3031, ~~2024~~2025, and ~~2023.~~2024:

Note 17 – Subsequent Events

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

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

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

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

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

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 October 7, 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 October 18, 2024, the Company issued 1,953,000 shares of common stock in satisfaction of principle, interest, and fees on a Convertible Note held by a third party.

On October 27, 2024, the Company entered into a third-party note payable for the principal amount of $110,000. The cost of funds is a stated amount of $31,900 and the loan will be repaid in 78 equal payments of $1,819.23.

On October 31, 2024, the Company entered into a third-party note payable for the principal amount of $79,400. The cost of funds is a stated amount 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 November 20, 2024, the Board of Directors approved an amendment to restate the Certificate of Designation of its Series A Preferred Stock. The Certificate supersedes, amends, and restates the Certificate filed on September 27, 2024, as follows:

2. Stated Value and Maturity. Subject to Section 8, below, each share of Series A Preferred Stock shall have a stated value of $1,000 (the “Stated Value”), and a maturity date of January 31, 2028 (“Maturity 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 transfer agent for the corporation), into 10,000 shares of common stock in the Corporation.

4. Dividends. Holders of Series A Preferred Stock shall be entitled to receive an annual dividend, payable quarterly (i.e., every three months in a calendar year), within ninety (90) days of the last day of the applicable quarter, and prorated, where and if necessary, of (a) 6% of the holder’s Stated Value, per share of Series A Preferred Stock titled to such holder, in cash, and (b) 1,200 shares of common stock in the Corporation for each share of Series A Preferred Stock titled to such holder. The common stock issued under subsection (b) shall be issued in book entry form unless such holder requests from the 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 a paper certificate upon the earlier of (x) no later than six (6) months from the date of such request, (y) conversion of the Series A 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.

8. Call Provisions. At any time after January 31, 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 Series A Preferred Stock, irrespective of the holder thereof, for either (a) the amount of the Stated Value per share of Series A Preferred Stock titled to such 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 the Corporation (the “Call”). The Call can be exercised by the Board of Directors by delivering thirty (30) days’ advanced written notice to such holder subject to the Call. Upon delivery of the Call, the Corporation shall close on the Call and redemption within sixty (60) calendar days of expiration of the thirty-day Call 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 November 20, the Board of Directors approved an amendment to its Certificate of Incorporation to increase the number of shares of authorized common stock to 500,000,000.

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024

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

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

Note 11 – Geographical Sales

Net geographical sales are based on the location of customers of both reportable segments. Operating income for each geographic segment consists of net sales to third parties. The geographical information provided to the Company’s chief operating decision maker for the purpose of making decisions and assessing segment performance excludes asset information.

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

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

Note 12 – Concentrations

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

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

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

Note 13 – Related Party Transactions

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

On March 26, 2025, the Company received $9,000 from its CFO as a short-term note payable. The Note is on demand and non-interest bearing.

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

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

During the year ended December 31, 2024, the Company’s CFO, Michael Hastings, invested an aggregate of $200,000 through Digital Trust, LLC (custodian to an IRA owned by Michael Hastings, our CFO), of which $72,000 was a convertible promissory note (See Note 6) and $128,000 was in the form of a subscription agreement that granted Mr. Hastings 128 Preferred, Series A shares of the Company (See Note 9).

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024

Note 14 – Subsequent Events

On April 2, 2025, the Company received $21,000 from its CFO as a short-term note payable. The Note is on demand and non-interest bearing.

On April 2, 2025, the Company repurchased 135,000 shares from a shareholder for $7,425, or $0.06 per share.

On April 11, 2025, the Company entered into a two-year Warrant agreement with the operations manager at the Company’s Overhoff division. The Agreement allows the Holder to exercise the warrant, in whole or in part, by cash or cashless exercise. The warrant shares will vest, provided the Holder remains continuously employed by the Company through each applicable vesting date: (1) 25% of the warrant shares will best on the first anniversary of the date of this warrant, and (2) the remaining 75% will vest in equal monthly installments over the following twelve months. If the Holder breaches any fiduciary duty, confidentiality obligation, or other duty of loyalty to the Company at any time following the exercise of this warrant, the Company shall have the right to cancel any warrant shares not yet sold or transferred by the Holder, and /or require the Holder to repay to the Company any and all gains realized from the sale, transfer, or other disposition of warrant shares within a period of one year prior to such breach.

The Exercise Price will be the average of the high and low trading prices of the common stock on the trading market for the trading day immediately preceding the original date of the issuance of this warrant. A cash exercise requires payment of the exercise price for the number of warrant shares exercised, and a cashless exercise would entitle the Holder to receive that number of warrant shares equal to the quotient obtained by dividing (A-B) x X by (A), where:

(A)

the average of the high and low trading prices of the Common stock on the trading market for the trading day immediately preceding the date of such election;

(B)

the exercise price

(X)

the number of warrant shares issuable upon exercise of this warrant in accordance with the terms of this warrant by means of a cash exercise rather than a cashless exercise.

On April 15, 2025, the Company entered into a promissory note with a third party for $50,000. The Note matures on October 1, 2025, and bears annual interest at 18%, payable monthly. As additional consideration, the lender will receive warrants to purchase common stock of the Company at $0.06 per share with a value of $10,000 (20% of the Note value) for a period of two years.

On June 6, 2025, the Company issued 1,147,059 common shares to a third party in a cashless exercise of 1,000,000 warrants.

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

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

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

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

(a)

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

(b)

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

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

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

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

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

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

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand US Nuclear Corp, our operations and our present business environment. MD&A is provided as a supplement to—and should be read in conjunction with—our consolidated financial statements and the accompanying notes included in this Quarterly Report on Form 10-Q. The audited financial statements for our fiscal year ended December 31, ~~2023~~2024, filed with the Securities Exchange Commission on Form 10-K on ~~May~~ 10June 25, ~~2024~~2025, should be read in conjunction with the discussion below. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those anticipated in these forward-looking statements. In 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 ~~nine~~three months ending ~~September~~March 3031, ~~2024~~2025, we derived 8164% of our total revenues from sales made by Overhoff to ~~three~~two customers. We have experienced a 2149% increase in business from our Technical Associates division compared to the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, which is largely due to expansion of our international customer base.

Our international revenues were 326.14% of our total revenue during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025. We expect this to increase over time as we continue to field new order inquiries and engage new customers overseas. We believe that South Korea and China will likely be a larger contributor to revenue within the next few years. While we maintain steady growth domestically, the international side of our business may be a larger component as nuclear technology and rapid development for clean energy grows abroad. Additionally, the Company relies on continued growth and orders from CANDU reactors (Canada Deuterium Uranium), and rapid development of the next generation of nuclear reactors called Molten Salt Reactors, (MSR) and Liquid-Fluoride Thorium Reactors (LFTR), all of which purchase tritium detection and monitor products. There can be no assurances as to our growth projections and our risk profile as we depend upon increased foreign customers for business.

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

Robert I. Goldstein, our President, Chief Executive Officer and Chairman of the Board of Directors also maintains a position as President of Gold Team Inc., a Delaware company that invests in industrial real estate properties for investment purposes. He holds an 8% interest in Gold Team Inc. and spends approximately 5 hours per week on affairs related to Gold Team Inc. The Company leases its current facilities from Gold Team Inc., which owns both the Canoga Park, CA and Milford, Ohio properties at an expense of $9,000 and $9,000, respectively, for each facility per month.

1921

On May 31, 2016, we entered into an Asset Purchase Agreement with Electronic Control Concepts (“ECC”) whereby the Company purchased certain tangible and intangible assets of ECC. ECC is a small manufacturer of test and maintenance meters for x-ray machines both medical and industrial. We acquired ECC to give a boost to our current x-ray related product and hospital/medical product sales.

On March 3, 2023, the Company divested itself of its wholly owned subsidiary, Cali From Above, through a Membership Interest Purchase Agreement with the Company’s President and Chief Executive Officer, Robert Goldstein. Consideration received by the Company was 65,000,000 shares of Averox, Inc. (OTC:AVRI), resulting in the Company owning 26% of the issued and outstanding shares of common stock of AVRI. The Company and Cali From Above also signed a Cooperation Agreement whereby the Company holds exclusive sourcing and manufacturing rights for Cali From Above products, thus making Cali From Above a new customer of the Company.

Results of Operations

For the three months ended ~~September~~March 3031, ~~2024,~~ 2025, compared to the three months ended ~~September~~March 3031, ~~2023~~2024:

	Three Months Ended September 30,						Change
	Three Months Ended March 31,						Change
	2024			2023			$			%
	2025			2024			$			%
Sales	$	~~610~~476,~~864~~705		$	~~593~~627,~~502~~750		$	17(151,~~362~~045	)		2-24.91	%
Cost of goods sold		~~138~~127,~~315~~788			~~127~~273,~~727~~981			10(146,~~588~~193	)		8-53.34	%
Gross profit		~~472~~348,~~549~~917			~~465~~353,~~775~~769			6(4,~~774~~852	)		-1.54	%
Selling, general and administrative expenses		~~541~~872,~~731~~797			~~539~~498,~~337~~198			2374,~~394~~599			075.42	%
Loss from operations		(69523,~~182~~880	)		(73144,~~562~~429	)		4379,~~380~~451			-6262.07	%
Other income (expense)		(41,735	)		(686,500	)		644,765			-93.9	%
Other expense		(36,352	)		(17,549	)		(18,803	)		107.1	%
Gain/(Loss) before provision for income taxes		(110,917	)		(760,062	)		649,145			-85.4	%
Loss before provision for income taxes		(560,232	)		(161,978	)		(398,254	)		245.9	%
Provision for income taxes		-			-			-
Net loss	$	(~~110~~560,~~917~~232	)	$	(~~760~~161,~~062~~978	)	$	~~649~~(398,~~145~~254	)		~~-85~~245.49	%

Sales for the three months ended ~~September~~March 3031, ~~2024,~~ 2025, were $~~610~~476,~~864~~705 compared to $~~593~~627,~~502~~750 for the same period in ~~2023~~2024. The ~~increase~~decrease of $17151,~~362~~045 or 224.91% is a result of an ~~decrease~~increase in sales from our Optron subsidiary of $~~105~~28,~~875~~479 ~~offset~~and bya andecrease ~~increase~~ in sales from our Overhoff subsidiary of $~~123~~179,~~237~~524. The overall ~~increase~~decrease in ~~sales~~ 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 ~~September~~March 3031, ~~2024~~ 2025, is as follows:

North America 7793.5464%

Asia (Including Japan) 165.2223%

Other 61.2413%

Our gross margins for the three months ended ~~September~~March 3031, ~~2024~~2025, were 7773.3619% as compared to 7856.4836% for the same period in ~~2023~~2024. Gross margins ~~decreased~~increased for the three months ended ~~September~~March 31, 302025, ~~2024,~~ due to ~~fluctuations in~~ the ~~cost~~mix of ~~materials~~products ~~used~~sold inversus ~~manufacturing~~services ~~our~~provided ~~products,~~as inwell ~~addition~~as tofluctuations ~~uncommon~~in ~~costs incurred during~~ the ~~period~~cost ~~ending~~of ~~September~~materials ~~30,~~used ~~2023~~in ~~for products not meeting specifications or standards upon completion of the~~ manufacturing our ~~process~~products.

Selling, general and administrative expenses for the three months ended ~~September~~March 3031, ~~2024~~2025, were $~~541~~872,~~731~~797 compared to $~~539~~498,~~337~~198 for the same period in ~~2023~~2024. The increase of $2374,~~394~~599 or 075.42% was principally due to ~~increases~~$451,099 in stock-based compensation offset by decreases in professional fees and payroll and employee benefits. ~~During the three months ended September 30, 2024,~~ ~~there~~Stock ~~was no stock-~~based compensation ~~compared~~is toissued ~~$396,847~~for ~~during~~advisory ~~the~~services ~~same~~and ~~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 ~~September~~ 30March 31, ~~2024~~2025, was $~~(41~~36,~~735),~~352 compared to ($~~686~~17,~~500)~~549 for the same period in ~~2023~~2024. The change was primarily due to aan ~~decrease~~increase in the ~~amortization~~ amortization of debt discounts associated with convertible debentures of $658,705.

2022

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

	Nine Months Ended September 30,						Change
	2024			2023			$			%
Sales	$	1,741,182		$	1,588,009		$	153,173			9.6	%
Cost of goods sold		656,423			651,992			4,431			0.7	%
Gross profit		1,084,759			936,017			148,742			15.9	%
Selling, general and administrative expenses		1,661,569			1,875,583			(214,014	)		-11.4	%
Loss from operations		(576,810	)		(939,566	)		362,756			-38.6	%
Other income (expense)		(151,510	)		(1,356,549	)		1,205,039			-88.8	%
Loss before provision for income taxes		(728,320	)		(2,296,114	)		1,567,795			-68.3	%
Provision for income taxes		-			-			-
Net loss	$	(728,320	)	$	(2,296,114	)	$	1,569,808			-68.3	%

Sales for the nine months ended September 30, 2024, were $1,741,182 compared to $1,588,009 for the same period in 2023. The increase of $153,173 or 9.6% is a result of an increase in sales from our Optron subsidiary of $57,417 and an increase in sales from our Overhoff subsidiary of $95,756. 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 nine months ended September 30, 2024, is as follows:

North America 67.86%

Asia (Including Japan) 16.72%

Other 15.42%

Our gross margins for the nine months ended September 30, 2024, were 62.3% as compared to 58.94% for the same period in 2023. Gross margins increased for the nine months ended 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 September 30, 2023, for products not meeting specifications or standards upon completion of the manufacturing process.

Selling, general and administrative expenses for the nine months ended September 30, 2024, were $1,661,569 compared to $1,875,583 for the same period in 2023. The decrease of $214,014 or 11.4% was principally due to increases in professional fees and payroll and employee benefits, offset by decreases in stock-based compensation. During the nine months ended September 30, 2024, stock-based compensation was $204,311 compared to $396,847 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 nine months ended September 30, 2024, was ($151,510) compared to ($1,356,549) for the same period in 2023. The change was primarily due to a decrease in the amortization of debt discounts associated with convertible debentures of $1,275,316, offset by an increase in interest expense in the current period.

Net loss for the nine months ended September 30, 2024, was $728,320 compared to $2,296,114 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.

21At March 31, 2025, total assets decreased to $2,497,830 from $2,646,847 at December 31, 2024. The decrease primarily reflects decreases in accounts receivable and note receivable, offset by an increase in inventories.

At ~~September~~March 3031, ~~2024~~2025, total ~~assets~~liabilities ~~increased~~decreased to $3,~~082~~180,~~890~~350 from $23,~~856~~503,~~876~~012 at December 31, ~~2023~~2024. The ~~increase~~decrease is primarily ~~reflects~~the net of increases in accounts ~~receivable~~payable and ~~inventory,~~customer deposits, offset by decreases in deferred revenue, accrued expenses, notes payable, and amortization of debt discounts. Notes payable and accrued expenses decreased $2,238,000 due to the forgiveness of $360,000 in debt and the conversion of $1,878,000 to Series A convertible preferred stock designated by athe ~~decrease~~Company in ~~cash~~2024.

AtNet ~~September~~cash ~~30,~~used ~~2024,~~in ~~total~~operating ~~liabilities~~activities ~~decreased~~for the tothree $3months ended March 31,~~228~~ 2025,~~477~~ ~~from~~was $492,~~839,495~~486 atcompared ~~December~~to 31$88,570 ~~2023.~~for ~~The decrease is primarily~~ the ~~net~~same ofperiod ~~increases~~ in ~~accounts~~2024. ~~payable~~The ~~and~~change ~~customer~~in ~~deposits, offset~~cash byused ~~decreases~~ in ~~deferred revenue, accrued expenses, notes payable, and amortization of debt discounts. Notes payable and accrued~~operations ~~expenses~~was ~~decreased~~principally ~~$2,238,000~~ due to ~~the~~changes ~~forgiveness~~in ~~of $360~~inventory,~~000~~ inaccounts ~~debt~~receivable, and ~~the~~customer ~~conversion~~deposit ofworking ~~$1,878,000~~capital ~~to Series A convertible preferred stock designated by the Company in the current period~~accounts.

Net cash used in ~~operating~~investing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, was $~~425,469~~0 compared to $~~102~~3,~~283~~950 for the same period in ~~2023~~2024. The ~~change~~decrease in cash ~~from~~used ~~operations~~in investing activities was ~~principally~~ due to ~~changes~~the indecrease ~~inventory,~~of ~~accounts~~a note receivable, ~~and~~by ~~customer deposit working capital accounts~~$3,950.

Net cash ~~used~~provided inby ~~investing~~financing activities for ~~the~~ ~~nine~~the three months ended ~~September~~March 3031, ~~2024~~2025, was $2130,~~581~~135 compared to $2071,~~789~~871 for the same period in ~~2023~~2024. The ~~increase~~decrease in cash ~~used~~from ~~in investing~~financing activities was primarily due to ~~the decrease of~~ a ~~note~~reduction ~~receivable by $6,669 and cash~~ of ~~$2,539~~proceeds ~~surrendered~~from inshareholder ~~the~~notes ~~deconsolidation of Cali From Above during the prior period offset by an increase in employee advances of $10,000~~payable.

Net cash provided by financing activities for the nine months ended September 30, 2024, was $325,988 compared to $181,666 for the same period in 2023. The change in cash from financing 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 use of estimates and underlying accounting assumptions adhere to GAAP and are consistently applied. Our significant accounting policies are summarized in Note 2 to our consolidated financial statements.

2223

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 ~~September~~March 3031, ~~2024~~2025.

Changes in internal controls

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, performed an evaluation to determine whether any change in our internal controls over financial reporting occurred during the ~~nine~~three-month period ended ~~September~~March 3031, ~~2024~~2025. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company’s internal controls over financial reporting during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

2324

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~~June 1025, ~~2024~~2025, for Risk Factors.

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

On January 97, ~~2023~~2025, the Company issued ~~100~~2,~~000~~580,460 common shares offor ~~common~~debt ~~stock~~and ~~related~~interest tofor a ~~consulting~~value ~~services~~of ~~agreement~~$154,828, ~~entered~~or ~~into~~$0.06 ~~with~~per ~~Prashant Mehta~~share.

On January 1916, ~~2023~~2025, the Company issued ~~400~~650,000 shares ofto ~~common~~its ~~stock~~CFO inas ~~satisfaction~~compensation offor ~~principle,~~services ~~interest,~~for ~~and fees on~~ a ~~Convertible~~value ~~Note~~of ~~held~~$50,700, byor a$0.078 ~~third party~~per share.

On January 2316, ~~2023~~2025, the Company issued 50200,000 shares ~~of common stock~~ to ~~Richard~~a ~~Cavalli~~consultant infor ~~connection~~services ~~with~~for ~~investor~~a ~~relations~~value ~~services~~of ~~provided~~$14,000, byor ~~the~~$0.07 ~~consultant~~per share.

On January 2324, ~~2023~~2025, the Company issued ~~210~~1,~~000~~786,966 common shares offor ~~common~~debt ~~stock~~and tointerest ~~Howard~~for ~~Isaacs~~a invalue ~~connection~~of ~~with~~$107,218, ~~investor~~or ~~relations~~$0.06 ~~services~~per ~~provided~~share, byand the ~~consultant~~note was considered paid in full.

On ~~February~~March 236, ~~2023~~2025, the Company issued ~~400~~1,000,000 common shares offor $50,000 cash, or $0.05 per share. On March 19, 2025, the Company issued an additional 834,000 common ~~stock~~shares in ~~satisfaction~~error, related ofto ~~principle~~the March 6, ~~interest~~2025 transaction, and ~~fees~~the onCompany ais ~~Convertible~~working ~~Note~~with ~~held~~the bytransfer aagent ~~third party~~to cancel the shares.

On February 24, 2023, the Company issued 200,000 shares of common stock related to 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 31, 2023, the Company issued 75,000 shares of common stock related to 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

10-Q

3.4

11/2227/2024

3.4.1

Amended Certificate of Designation of Preferred Shares

3.4.1

4.1

Specimen Stock Certificate

4.1

03/02/2012

10.1

Robert I. Goldstein Employment Agreement

10-Q

10.1

11/11/2014

10.2

Forgiveness of Debt and Conversion Agreement

10-Q

10.2

11/11/2014

31.1

Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.2

Certification pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

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

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

US Nuclear Corp By: /s/ Robert Goldstein President, Chief Executive Officer, Chairman of the Board of Directors By: /s/ Michael Hastings Chief Financial Officer and Director

		US Nuclear Corp

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

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

Date:	August 22, 2025

Date: November 26, 2024

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