Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 30, 2024

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

Commission file number: 000-54617

(Exact name of registrant as specified in its charter)

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

7051 Eton Avenue

Canoga Park, CA 91303

(Address of principal executive offices)

(818) 883-7043

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

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

The number of shares of the Registrant’s common stock outstanding as of November 26, 2024, was 51,378,778.

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	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23

PART II
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
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,
	2024			2023
	(unaudited)			(audited)
ASSETS
CURRENT ASSETS
Cash	$	31,778		$	152,840
Accounts receivable, net		464,434			342,172
Note receivable		32,730			21,149
Inventories		1,967,100			1,761,783
Prepaid expenses and other current assets		10,000			-
TOTAL CURRENT ASSETS		2,506,042			2,277,944

Property and equipment, net		2,133			4,217
Investments		4,539			4,539
Goodwill		570,176			570,176
TOTAL ASSETS	$	3,082,890		$	2,856,876

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	$	272,778		$	207,929
Accounts payable - related party		18,000			456,000
Accrued liabilities		937,296			1,020,743
Accrued compensation - officers		-			860,000
Customer deposit		100,591			6,771
Deferred revenue		-			51,578
Notes payable		-			104,308
Convertible debt, net of debt discount		638,466			600,614
Note payable to shareholder		119,012			1,220,279
Line of credit		326,662			311,273
TOTAL CURRENT LIABILITIES		2,412,805			4,839,495

LONG-TERM LIABILITIES
Notes payable		815,672			-
TOTAL LONG-TERM LIABILITIES		815,672			-

COMMITMENTS & CONTINGENCIES		-			-

TOTAL LIABILITIES		3,228,477			4,839,495

SHAREHOLDERS’ EQUITY:
Common stock, $0.0001 par value; 100,000,000 shares authorized, 47,425,778 and 40,173,778 shares issued and outstanding		4,842			4,017
Common shares to be issued		-			126,000
Preferred stock, Series A, $0.0001 par value, 10,000 shares authorized, 1,878 and -0-, issued and outstanding		-			-
Additional paid in capital		18,439,845			16,454,048
Accumulated deficit		(18,590,274	)		(18,566,684	)
TOTAL SHAREHOLDERS’ EQUITY		(145,587	)		(1,982,619	)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	3,082,890		$	2,856,876

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

US NUCLEAR CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023

Sales	$	610,864		$	593,502		$	1,741,182		$	1,588,009
Cost of sales		138,315			127,727			656,423			651,992
Gross profit		472,549			465,775			1,084,759			936,017

Operating expenses
Selling, general and administrative expenses		541,731			539,337			1,661,569			1,875,583
Total operating expenses		541,731			539,337			1,661,569			1,875,583

Loss from operations		(69,182	)		(73,562	)		(576,810	)		(939,566	)

Other income (expense)
Interest expense		(41,735	)		(27,795	)		(171,087	)		(70,635	)
Equity loss in investment		-			-			-			(8,059	)
Loss on deconsolidation		-			-			-			(2,539	)
Amortization of debt discount		-			(658,705	)		-			(1,275,316	)
Other income		-			-			19,577			-
Total other income (expense)		(41,735	)		(686,500	)		(151,510	)		(1,356,549	)

Gain/(Loss) before provision for income taxes		(110,917	)		(760,062	)		(728,320	)		(2,296,114	)

Provision for income taxes		-			-			-			-

Net gain/(loss)	$	(110,917	)	$	(760,062	)	$	(728,320	)	$	(2,296,114	)

Deemed dividend for down-round provision in warrants		-						-			(2,013	)

Net gain/(loss) attributed to common stockholders	$	(110,917	)	$	(760,062	)	$	(728,320	)	$	(2,298,127	)

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 Paid-in			Accumulated			Total Shareholders’
	Shares		Amount		Payable			Shares		Amount		Capital			Deficit			Equity
Balance, December 31, 2023		40,173,778	$	4,017	$	126,000			-	$	-	$	16,454,048		$	(18,566,684	)	$	(1,982,619	)
									-		-
Issuance of common stock for services		1,250,000		125		-			-		-		50,385			-			50,510
Issuance of common stock for debt and interest		1,168,000		117		-			-		-		69,963			-			70,080
Deemed dividend for down-round provision in warrants		-		-		-			-		-		-			-			-
Common shares to be issued for services		1,800,000		180		(126,000	)		-		-		125,820			-			-
Additional BCF discount for down-round provision on notes		-		-		-			-		-		146,799			-			146,799
Adoption of ASC 2020-06		-		-		-			-		-		(751,809	)		704,731			(47,078	)
Net loss		-		-		-			-		-		-			(161,978	)		(161,978	)

Balance, March 31, 2024		44,391,778	$	4,439	$	-			-	$	-	$	15,948,407		$	(18,023,931	)	$	(2,071,085	)
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 Paid-in			Accumulated			Total Shareholders’
	Shares		Amount		Payable			Shares		Amount		Capital			Deficit			Equity
Balance, December 31, 2022		31,621,242	$	3,162	$	39,000			-	$	-	$	14,740,401		$	(15,130,867	)	$	(348,304	)
											-
Issuance of common stock for services		1,875,000		188		-			-		-		224,163			-			224,350
Issuance of common stock for debt and interest		800,000		80		-			-		-		119,920			-			120,000
Deemed dividend for down-round provision in warrants		-		-		-			-		-		2,013			(2,013	)		-
Common shares to be issued for services		260,000		26		(39,000	)		-		-		38,974			-			-
Additional BCF discount for down-round provision on notes		-		-		-			-		-		122,531			-			122,531
Investment in Averox		-		-		-			-		-		2,539			-			2,539
Net loss		-		-		-			-		-		-			(664,534	)		(664,534	)

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
	September 30,
	2024			2023

OPERATING ACTIVITIES
Net loss	$	(728,320	)	$	(2,296,114	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,084			2,344
Issuance of common stock for services		204,311			387,097
Debt discount amortization		-			1,275,316
Financing costs		72,500			3,500
Loss on deconsolidation		-			2,539
Loss on equity investment		-			8,059

Changes in operating assets and liabilities:
Accounts receivable		(122,262	)		87,504
Inventories		(205,317	)		(39,453	)
Prepaid		-			26,370
Accounts payable		64,849			79,355
Accounts payable - related parties		162,000			126,000
Accrued liabilities		7,444			110,997
Accrued compensation - officers		75,000			200,000
Deferred revenue		(51,578	)		-
Customer deposits		93,820			(75,797	)
Net cash used in operating activities		(425,469	)		(102,283	)

INVESTING ACTIVITIES
Employee advance		(10,000	)		-
Cash paid upon deconsolidation		-			(2,539	)
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			3,952
Proceeds from issuance of note payable shareholder		401,733			182,016
Repayments of notes payable		(91,135	)		(4,302	)
Net cash provided by financing activities		325,988			181,666

NET INCREASE (DECREASE) IN CASH		(121,062	)		58,594

CASH
Beginning of period	$	152,840		$	126,109
End of period	$	31,778		$	184,703

Supplemental disclosures of cash flow information
Taxes paid	$	-		$	-
Interest paid	$	44,405		$	27

Non-cash disclosures:
Common stock issued for conversion of debt and interest	$	170,120		$	120,000
Deemed dividend on down-round provision on warrants	$	-		$	2,013
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 ENDED SEPTEMBER 30, 2024

Note 1 – Organization

Organization and Line of Business

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

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

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

Note 2 – Basis Presentation

Interim financial statements

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

These statements reflect all adjustment, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2023, and notes thereto included in the Company’s annual report on Form 10-K filed on May 10, 2024. The Company follows the same accounting policies in the preparation of interim report. Results of operations for the interim period are not indicative of annual results.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company recorded a net loss of $728,320 for the nine months ended September 30, 2024, and had an accumulated deficit of $18,590,274, 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.

Principles of Consolidation

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

Use of Estimates

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

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. There were no cash equivalents as of September 30, 2024, and December 31, 2023.

Concentration of credit risk

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

Accounts Receivable

The Company maintains reserves for potential credit losses for accounts receivable. Management reviews the composition of accounts receivable and analyses historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Reserves are recorded based on the Company’s historical collection history. Allowance for doubtful accounts as of September 30, 2024, and December 31, 2023, were $6,590 and $6,590, respectively.

Inventories

Inventories are valued at the lower of cost (determined primarily by the average cost method) or net realizable value. Management compares the cost of inventories with the net realizable value and allowance is made for writing down their inventories to net realizable value, if lower. As of September 30, 2024, and December 31, 2023, there was $37,351 and $37,351, respectively, in allowance for slow moving or obsolete inventory. The Company periodically assessed its 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.

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

Goodwill

Goodwill represents the excess of purchase price over the underlying net assets of businesses acquired. The entire goodwill balance in the accompanying financial statements resulted from the Company’s acquisition of Overhoff Technology Corporation in 2006. The Company complies with ASC 350, Goodwill and Other Indefinite Lived Intangible Assets, requiring that a test for impairment be performed at least annually. As of December 31, 2023, the Company performed the required impairment analysis which resulted in no impairment adjustments. Significant estimates used in the goodwill impairment analysis may change in the upcoming year if revenues do not rebound and the cost of materials continues to increase.

Derivative Financial Instruments

The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of September 30, 2024, and December 31, 2023, there are no derivative liabilities associated with our convertible notes payable.

Investments

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

Fair Value of Financial Instruments

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

Revenue Recognition

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

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

●

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

●

identification of performance obligations in the respective contract;

●

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

●

allocation the transaction price to each performance obligation; and

●

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

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

●

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

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

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

See Notes 12 and 13 for disclosures of revenue disaggregated by geographical area and product line.

Customer Deposits

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

Income Taxes

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

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

Stock-Based Compensation

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

Basic and Diluted Earnings Per Share

Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share. Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding. Diluted EPS assumes that all dilutive convertible shares and stock warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. As of 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.

Segment Reporting

FASB ASC Topic 280, Segment Reporting, requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has two reportable segments. See Note 12.

Related Parties

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

Reclassifications

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

Recent Accounting Pronouncements

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

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

Recently Adopted Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued guidance (ASC 2020-06), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, the guidance removes the liability and equity separation models for convertible instruments. Instead, entities will account for convertible debt instruments wholly as debt unless convertible instruments contain features that require bifurcation as a derivative or that result in substantial premiums accounted for as paid-in capital. The guidance also requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share. The guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020, and can be adopted on either a retrospective or modified retrospective basis. We adopted this guidance on January 1, 2024, using the modified retrospective approach whereby amounts previously reported have not been revised. Upon adoption we recognized a decrease to additional paid-in capital of $751,809, an increase to long-term debt of $47,078, and a cumulative-effect adjustment to accumulated deficit of $704,731.

Note 3 – Inventories

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

	September 30,		December 31,
	2024		2023
Raw materials	$	1,174,119	$	983,996
Work in Progress		187,304		283,568
Finished goods		605,677		494,219
Total inventories	$	1,967,100	$	1,761,783

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

Note 4 – Property and Equipment

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

	September 30,			December 31,
	2024			2023
Furniture and fixtures	$	148,033		$	148,033
Leasehold Improvements		50,091			50,091
Equipment		237,418			237,418
Computers and software		40,339			40,339
		475,881			475,881
Less accumulated depreciation		(473,748	)		(471,664	)
Property and equipment, net	$	2,133		$	4,217

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

Note 5 – Investments

MIFTEC

On August 3, 2018, the Company closed an agreement by and among, MIFTEC Laboratories, Inc. (“MIFTEC”), a licensee of Magneto-Inertial Fusion Technologies, Inc., (“MIFTI”), and the Company. MIFTEC is a licensee of MIFTI radionuclide technology. MIFTEC will engage the Company to manufacture equipment pursuant to MIFTEC’s specifications and designs and have the Company as a sales representative for the manufactured equipment. The Company will be the exclusive manufacturer and supplier to MIFTEC of equipment in North America and Asia. In addition, the Company received a 10% ownership interest in MIFTEC. The consideration for the exclusive manufacturing rights and a 10% ownership interest in MIFTEC was $500,000 and 300,000 shares of the Company’s common stock valued at $594,000. The fair value was determined based on the Company’s stock price on August 3, 2018. The Company recorded the value of the 10% interest in MIFTEC at $10,000 and recorded $1,084,000 as the acquisition of manufacturing and supply rights in the accompanying consolidated statement of operations during the year ended December 31, 2018. The Company evaluated this investment for impairment and determined that an impairment of $9,000 was necessary during the year ended December 31, 2019. The carrying value of this investment at September 30, 2024 and December 31, 2023 was $1,000 and $1,000, respectively.

MIFTI

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

Grapheton

On February 5, 2020, the Company entered into a Stock Purchase Agreement (“SPA”) with Grapheton, Inc., a California corporation (“Grapheton”). The transaction was closed on March 12, 2020. Grapheton is a start-up company that focuses on building energy storage devises, known as supercapacitors, from a new material system. The technology utilized by Grapheton has been proven to provide a compelling advantage in microelectrode arrays with superior electrical and electrochemical properties.

Pursuant to the terms of the SPA, the Corporation will acquire a total of 2,552 shares of Grapheton’s common stock over a two-year period. At closing, the Company was issued a total of 1,452 shares of Grapheton’s common stock for $235,000 and 858,896 shares of the Company’s common stock valued at $601,227.

In connection with the SPA, during the second quarter of 2021 the Company received an additional 1,100 shares of Grapheton’s common stock in exchange for the Company’s issuing an additional 1,121,071 shares of common stock valued at 633,405. In addition, Grapheton fulfilled its requirements under the earn out provision and the Company is obligated to make the first earn out payment of $192,500. This amount is recorded as accrued expense in the accompanying consolidated balance sheet.

An additional “true up” issuance of the Company’s common stock to Grapheton may be made on the second anniversary of the closing of the SPA, based on the valuation of the Company’s common stock on that date by a third-party valuator.

The Company currently owns 35.2% of Grapheton and accounts for its investment in Grapheton using the equity method of accounting in accordance with ASC 323. The Company evaluated this investment and recorded a loss attributed to equity investment of $8,059 during the nine months ended September 30, 2023.

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

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

Averox

On March 3, 2023, the Company divested itself of its wholly owned subsidiary, Cali From Above, through a Membership Interest Purchase Agreement with the Company’s President and Chief Executive Officer, Robert Goldstein. Consideration received by the Company was 65,000,000 shares of Averox, Inc. (OTC:AVRI), resulting in the Company owning 26% of the issued and outstanding shares of common stock of AVRI. The Company and Cali From Above also signed a Cooperation Agreement whereby the Company holds exclusive sourcing and manufacturing rights for Cali From Above products, thus making Cali From Above a new customer of the Company. The Company accounts for its investment in Averox using the equity method of accounting in accordance with ASC 323. See Note 15.

Note 6 – Notes Payable

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

On December 26, 2020, a line of credit held by the company had matured, and based on the terms of the line of credit agreement was converted to a note payable upon demand. The obligation accrues interest at the rate of $10.89 per day until the bank receives full payment. As of September 30, 2024, the balance owed by the Company was $1,500.

On October 12, 2023, the Company entered into a note payable in the amount of $125,000 and included an origination fee of $2,500, which was deducted from the proceeds. The note bears non-annualized interest of $25,000 and 52 payments of $2,885 are to be paid weekly until paid in full. As of September 30, 2024, the balance on the note was $8,750.

On September 30, 2024, the Company entered into a Promissory Note with Gold Team Inc., a company owned by the Company’s CEO, in the amount of $300,000. The Note bears interest of 7.2% per annum, payable quarterly, and matures on October 1, 2027. (See Note 9)

On September 30, 2024, the Company entered into a Promissory Note with Robert Goldstein, the Company’s CEO, in the amount of $350,000. The Note bears interest of 7.2% per annum, payable quarterly, and matures on October 1, 2027. (See Note 7)

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

Convertible Notes

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

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

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

On April 17, 2024, the Holder of the Company’s convertible Notes agreed to extend the maturity dates to December 31, 2024, under Amendment #2 of the Notes. In consideration for extending the maturity dates, the principal balance of Note 1 was increased by $50,000 and the principal balance of Note 2 was increased by $20,000. During the nine months ended September 30, 2024, the Company converted $159,620 in principal and interest and $10,500 in fees in exchange for 3,502,000 shares of common stock.

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

	Sept 30, 2024
Maturity Date	Principal Amount		Contractual Interest		Stated Interest Rate			Default Interest			Effective Interest Rate
December 31, 2024	$	432,458	$	4,071		5	%		16	%		5.084	%
December 31, 2024	$	206,008	$	7,472		5	%		16	%		5.084	%

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

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

Note 7 – Note Payable to Shareholder

Robert Goldstein, the CEO and majority shareholder, has loaned funds to the Company from time to time to cover general operating expenses. These loans are evidenced by unsecured, non-interest-bearing notes, payable upon demand. During the 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 11 – Shareholders’ Equity

Common Stock

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

●

3,502,000 shares of common stock valued at $170,120 in satisfaction of convertible debt, interest, and fees;

●

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

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

●

2,600,000 shares of common stock to its Directors and President, valued at $239,080; and

●

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

●

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.

Warrants

The following table summarizes the activity related to warrants:

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

The above warrants contain a down-round provision that requires the exercise price to be adjusted if the Company sells shares of common stock below the current exercise price. During the 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 nine months ended September 30, 2024, the Company issued:

●

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

●

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

●

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

On September 30, 2024, the date of issuance, the fair market value was estimated using the Option Pricing Model and the fair value of the underlying shares. Since the estimated fair market value was substantially lower than the liability extinguished and the transaction is not considered an arm’s length transaction, the Company recorded the aggregate value of the liability extinguished as a capital contribution.

Additional Paid in Capital

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

Note 12 – Segment Reporting

ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company has two reportable segments: Optron and Overhoff. Optron is located in Canoga Park, California and Overhoff is located in Milford, Ohio. The assets and operations of the Company’s recent acquisition of the assets of Electronic Control Concepts are included with Overhoff in the table below. The assets and operations of the Company’s subsidiary, Cali From Above, are through March 3, 2023, which is the date the Company divested its interest in Cali and are included with Optron in the table below.

The following tables summarize the Company’s segment information for the three and 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

Note 13 – Geographical Sales

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

	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

	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

Note 14 – Related Party Transactions

The Company leases its current facilities month-to-month from Gold Team Inc., a company principally owned by the Company’s CEO, which owns both 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).

As of September 30, 2024, and December 31, 2023, the Company had accrued compensation payable to its CEO of $0 and $650,000, respectively, and to its prior CFO, Richard Landry, of $0 and $210,000, respectively. On September 30, 2024, the Company’s CEO, Robert Goldstein, converted $350,000 into a note payable and $375,000 into Series A Convertible Preferred stock of the Company. (See Notes 7 and 11)

Also on September 30, 2024, the Company’s prior CFO, Richard Landry, agreed to forgive $60,000 of the $210,000 owed to him for accrued compensation and converted the balance of $150,000 to a note payable. (See Note 6) During the year ended, December 31, 2023, the company issued 530,300 shares of common stock to Richard Landry for a value of $32,348 or $.061 per share, the fair value on date of grant.

Note 15 – Deconsolidation of Subsidiary

On March 3, 2023, the Company divested itself of its wholly owned subsidiary, Cali From Above, through a Membership Interest Purchase Agreement with the Company’s President and Chief Executive Officer, Robert Goldstein. Consideration received by the Company was 65,000,000 shares of Averox, Inc. (OTC:AVRI), resulting in the Company owning 26% of the issued and outstanding shares of common stock of AVRI. The Company considered the guidance under ASC 810-10-40 in determining the accounting treatment for the transaction and it was determined that the fair value of the 65,000,000 shares received on March 3, 2023 was $2,539, which was the fair value of the assets transferred upon deconsolidation by the Company. Additionally, this method was used due to there being no active trading by Averox on the date of the transaction. Also at closing, the Company and Cali From Above signed a Cooperation Agreement whereby the Company holds exclusive sourcing and manufacturing rights for Cali From Above products, thus making Cali From Above a new customer of the Company.

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

Note 16 – Concentrations

Three customers accounted for 12%, 11%, and 11% of the Company’s sales for the nine months ended September 30, 2024, and three customers accounted for 29% and 25%, and 16% of the Company’s sales for the nine months ended September 30, 2023.

Three customers accounted for more than 10% of the Company’s accounts receivable at 27%, 24% and 20% as of September 30, 2024.

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

Note 17 – Subsequent Events

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were available to be issued and has determined that no material subsequent events exist other than the following:

On 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.

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

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand US Nuclear Corp, our operations and our present business environment. MD&A is provided as a supplement to—and should be read in conjunction with—our consolidated financial statements and the accompanying notes included in this Quarterly Report on Form 10-Q. The audited financial statements for our fiscal year ended December 31, 2023, filed with the Securities Exchange Commission on Form 10-K on May 10, 2024, should be read in conjunction with the discussion below. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those anticipated in these forward-looking statements. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in these unaudited financial statements.

We were incorporated in Delaware on February 14, 2012, and on March 2, 2012, we filed a registration statement on Form 10 to register with the U.S. Securities and Exchange Commission as a public company. We were originally organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation.

Since our acquisition of Overhoff Technology in 2006, we have had discussions with other companies in our industry for an acquisition. While we targeted Overhoff due to its unique position in the tritium market, we had not commenced an acquisition since our Overhoff Technology acquisition; we believe in part the reason was due to lack of additional capital, our status as a privately held entity at the time, and focus on developing our own products. We will seek out companies whom our management believes will provide value to our customers and will complement our business. We will focus on diversifying our product line into a larger range so that our customers and vendors may have a more expansive experience in type, choice, options, price and selection. We also believe that with a more diverse product line we will become more competitive as our industry is intensely competitive.

Generally, our product concentration places a heavy reliance on our Overhoff Technology division. During the nine months ending September 30, 2024, we derived 81% of our total revenues from sales made by Overhoff to three customers. We have experienced a 21% increase in business from our Technical Associates division compared to the nine months ended September 30, 2023, which is largely due to expansion of our international customer base.

Our international revenues were 32.1% of our total revenue during the nine months ended September 30, 2024. We expect this to increase over time as we continue to field new order inquiries and engage new customers overseas. We believe that South Korea and China will likely be a larger contributor to revenue within the next few years. While we maintain steady growth domestically, the international side of our business may be a larger component as nuclear technology and rapid development for clean energy grows abroad. Additionally, the Company relies on continued growth and orders from CANDU reactors (Canada Deuterium Uranium), and rapid development of the next generation of nuclear reactors called Molten Salt Reactors, (MSR) and Liquid-Fluoride Thorium Reactors (LFTR), all of which purchase tritium detection and monitor products. There can be no assurances as to our growth projections and our risk profile as we depend upon increased foreign customers for business.

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

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

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

Results of Operations

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

	Three Months Ended September 30,						Change
	2024			2023			$		%

Sales	$	610,864		$	593,502		$	17,362		2.9	%
Cost of goods sold		138,315			127,727			10,588		8.3	%
Gross profit		472,549			465,775			6,774		1.5	%
Selling, general and administrative expenses		541,731			539,337			2,394		0.4	%
Loss from operations		(69,182	)		(73,562	)		4,380		-6.0	%
Other income (expense)		(41,735	)		(686,500	)		644,765		-93.9	%
Gain/(Loss) before provision for income taxes		(110,917	)		(760,062	)		649,145		-85.4	%
Provision for income taxes		-			-			-
Net loss	$	(110,917	)	$	(760,062	)	$	649,145		-85.4	%

Sales for the three months ended September 30, 2024, were $610,864 compared to $593,502 for the same period in 2023. The increase of $17,362 or 2.9% is a result of an decrease in sales from our Optron subsidiary of $105,875 offset by an increase in sales from our Overhoff subsidiary of $123,237. The overall increase in sales is principally due to the mix of products and services sold during the period combined with an increase in our international customer base at Optron. The sales breakdown for the three months ended September 30, 2024, is as follows:

North America 77.54%

Asia (Including Japan) 16.22%

Other 6.24%

Our gross margins for the three months ended September 30, 2024, were 77.36% as compared to 78.48% for the same period in 2023. Gross margins decreased for the three 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 three months ended September 30, 2024, were $541,731 compared to $539,337 for the same period in 2023. The increase of $2,394 or 0.4% was principally due to increases in professional fees and payroll and employee benefits. During the three months ended September 30, 2024, there was no stock-based compensation 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 three months ended September 30, 2024, was $(41,735), compared to ($686,500) 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 $658,705.

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.

At September 30, 2024, total assets increased to $3,082,890 from $2,856,876 at December 31, 2023. The increase primarily reflects increases in accounts receivable and inventory, offset by a decrease in cash.

At September 30, 2024, total liabilities decreased to $3,228,477 from $4,839,495 at December 31, 2023. The decrease is primarily the net of increases in accounts payable and customer deposits, offset by decreases in deferred revenue, accrued expenses, notes payable, and amortization of debt discounts. Notes payable and accrued expenses decreased $2,238,000 due to the forgiveness of $360,000 in debt and the conversion of $1,878,000 to Series A convertible preferred stock designated by the Company in the current period.

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

Net cash used in investing activities for the nine months ended September 30, 2024, was $21,581 compared to $20,789 for the same period in 2023. The increase in cash used in investing activities was primarily due to the decrease of a note receivable by $6,669 and cash of $2,539 surrendered in the deconsolidation of Cali From Above during the prior period offset by an increase in employee advances of $10,000.

Net cash provided by financing activities for the 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.

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 30, 2024.

Changes in internal controls

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, performed an evaluation to determine whether any change in our internal controls over financial reporting occurred during the nine-month period ended September 30, 2024. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company’s internal controls over financial reporting during the nine months ended September 30, 2024, that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors

See our Form 10K filed on May 10, 2024, for Risk Factors.

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

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

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

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

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

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

On February 24, 2023, the Company issued 200,000 shares of common stock 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

3.4

11/22/2024

4.1

Specimen Stock Certificate

4.1

03/02/2012

10.1

Robert I. Goldstein Employment Agreement

10-Q

10.1

11/11/2014

10.2

Forgiveness of Debt and Conversion Agreement

10-Q

10.2

11/11/2014

31.1

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

31.2

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

32.1

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

32.2

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

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

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

SIGNATURES

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

	US Nuclear Corp

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

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

Date: November 26, 2024

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Exhibit 3.4

CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK OF US NUCLEAR CORP

(Pursuant to Section 151 of the Delaware General Corporation Law)

The undersigned, Robert I. Goldstein, as the President of US Nuclear Corp, a Delaware corporation ("Corporation"), hereby certifies that pursuant to the authority contained in Article IV of the Corporation's Certificate oflncorporation dated February 14, 2012, as amended, and in accordance with the provisions of Section 151 of the Delaware General Corporation Law, and the Bylaws of the Corporation the Board of Directors of the Corporation has adopted the following resolution creating a series of preferred stock designated as "Series A Convertible Preferred Stock."

RESOLVED, that pursuant to the authority vested in the Board of Directors of the Corporation by its Certificate of Incorporation, a series of preferred stock of the Corporation be, and it hereby is, created, and the designation and amount thereof and the voting powers, preferences, and relative, participating, optional or other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof are as follows:

1. Designation and Number of Shares. The series of preferred stock created hereby shall be designated as "Series A Convertible Preferred Stock" (the '"Series A 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.

2. Stated Value. Each share of Series A Preferred Stock shall have a stated value of $1,000 (the "Stated Value").

3. Conversion Rights. Each holder of Series A Preferred Stock shall have the right to convert l share of Series A Preferred Stock into l 0,000 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.

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 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. 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.

5. Voting Rights. Holders of Series A Preferred Stock shall be 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 I0,000 shares of shares of common stock on a fully converted basis

6. Liquidation Preference. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the holders of Series A Preferred Stock shall be entitled to receive, out of the assets of the Corporation available for distribution to its stockholders, an amount equal to the Stated Value per share, plus accrued and unpaid dividends (where and if applicable), before any distribution is made to the holders of Common Stock or any other series of stock.

7. Adjustment for Stock Splits and Combinations. In the event the Corporation shall at any time or from time to time after the date of issuance of the Series A Preferred Stock effect a stock split or stock dividend, the Conversion Ratio shall be proportionally adjusted.

8. No Other Rights. The shares of the Series A Preferred Stock shall have no other preferences, privileges, or voting rights except as set forth above or as required by applicable law.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation to be signed by its duly authorized officer this 25^thday of September, 2024.

/s/ Robert I. Goldstein
Robert I. Goldstein
Chief Executive Officer
President
US Nuclear Corp
As authorized by Board consent

Exhibit 31.1

US Nuclear Corp.

OFFICER’S CERTIFICATE PURSUANT TO SECTION 302

I, Robert I. Goldstein, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2024 (the “report”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 26, 2024

By:	/s/ Robert I. Goldstein
	Robert I. Goldstein
	President, Chief Executive Officer, Chairman
	(Principal Executive Officer)

Exhibit 31.2

US Nuclear Corp.

OFFICER’S CERTIFICATE PURSUANT TO SECTION 302

I, Michael Hastings, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2024 (the “report”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 26, 2024

By:	/s/ Michael Hastings
	Michael Hastings
	Chief Financial Officer
	(Principal Executive Officer)

Exhibit 32.1

US Nuclear Corp.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of US Nuclear Corp. (the Registrant) on Form 10-Q for the period ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Michael Hastings, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Richard Landry and will be retained by US Nuclear Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: November 26, 2024

By:	/s/ Michael Hastings
	Michael Hastings
	Chief Financial Officer
	(Principal Executive Officer)

Exhibit 32.2

US Nuclear Corp.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of US Nuclear Corp. (the Registrant) on Form 10-Q for the period ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Robert I. Goldstein, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Robert I. Goldstein and will be retained by US Nuclear Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: November 26, 2024

By:	/s/ Robert I. Goldstein
	Robert I. Goldstein
	President, Chief Executive Officer, Chairman
	(Principal Executive Officer)

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 26, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Information [Line Items]
Entity Registrant Name	US NUCLEAR CORP.
Entity Central Index Key	0001543623
Entity File Number	000-54617
Entity Tax Identification Number	45-4535739
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	7051 Eton Avenue
Entity Address, City or Town	Canoga Park
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91303
Entity Phone Fax Numbers [Line Items]
City Area Code	(818)
Local Phone Number	883-7043
Entity Listings [Line Items]
Title of 12(b) Security	Common
Trading Symbol	UCLE
Security Exchange Name	NONE
Entity Common Stock, Shares Outstanding		51,378,778

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
CURRENT ASSETS
Cash	$ 31,778	$ 152,840
Accounts receivable, net	464,434	342,172
Note receivable	32,730	21,149
Inventories	1,967,100	1,761,783
Prepaid expenses and other current assets	10,000
TOTAL CURRENT ASSETS	2,506,042	2,277,944
Property and equipment, net	2,133	4,217
Investments	4,539	4,539
Goodwill	570,176	570,176
TOTAL ASSETS	3,082,890	2,856,876
CURRENT LIABILITIES
Accounts payable	272,778	207,929
Accrued liabilities	937,296	1,020,743
Accrued compensation - officers		860,000
Customer deposit	100,591	6,771
Deferred revenue		51,578
Notes payable		104,308
Convertible debt, net of debt discount	638,466	600,614
Note payable to shareholder	119,012	1,220,279
Line of credit	326,662	311,273
TOTAL CURRENT LIABILITIES	2,412,805	4,839,495
LONG-TERM LIABILITIES
Notes payable	815,672
TOTAL LONG-TERM LIABILITIES	815,672
COMMITMENTS & CONTINGENCIES
TOTAL LIABILITIES	3,228,477	4,839,495
SHAREHOLDERS’ EQUITY:
Common stock, $0.0001 par value; 100,000,000 shares authorized, 47,425,778 and 40,173,778 shares issued and outstanding	4,842	4,017
Common shares to be issued		126,000
Preferred stock, Series A, $0.0001 par value, 10,000 shares authorized, 1,878 and -0-, issued and outstanding
Additional paid in capital	18,439,845	16,454,048
Accumulated deficit	(18,590,274)	(18,566,684)
TOTAL SHAREHOLDERS’ EQUITY	(145,587)	(1,982,619)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	3,082,890	2,856,876
Related Party
CURRENT LIABILITIES
Accounts payable - related party	$ 18,000	$ 456,000

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	47,425,778	40,173,778
Common stock, shares outstanding	47,425,778	40,173,778
Preferred Stock Series A
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000	10,000
Preferred stock, shares issued	1,878	0
Preferred stock, shares outstanding	1,878	0

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Sales	$ 610,864	$ 593,502	$ 1,741,182	$ 1,588,009
Cost of sales	138,315	127,727	656,423	651,992
Gross profit	472,549	465,775	1,084,759	936,017
Operating expenses
Selling, general and administrative expenses	541,731	539,337	1,661,569	1,875,583
Total operating expenses	541,731	539,337	1,661,569	1,875,583
Loss from operations	(69,182)	(73,562)	(576,810)	(939,566)
Other income (expense)
Interest expense	(41,735)	(27,795)	(171,087)	(70,635)
Equity loss in investment				(8,059)
Loss on deconsolidation				(2,539)
Amortization of debt discount		(658,705)		(1,275,316)
Other income			19,577
Total other income (expense)	(41,735)	(686,500)	(151,510)	(1,356,549)
Gain/(Loss) before provision for income taxes	(110,917)	(760,062)	(728,320)	(2,296,114)
Provision for income taxes
Net gain/(loss)	(110,917)	(760,062)	(728,320)	(2,296,114)
Deemed dividend for down-round provision in warrants				(2,013)
Net gain/(loss) attributed to common stockholders	$ (110,917)	$ (760,062)	$ (728,320)	$ (2,298,127)
Weighted average shares outstanding - basic (in Shares)	47,913,673	36,237,707	45,322,222	35,049,921
Weighted average shares outstanding - diluted (in Shares)	47,913,673	36,237,707	45,322,222	35,049,921
Loss per shares - basic (in Dollars per share)	$ 0	$ (0.02)	$ (0.02)	$ (0.07)
Loss per shares - diluted (in Dollars per share)	$ 0	$ (0.02)	$ (0.02)	$ (0.07)

Condensed Consolidated Statement of Changes in Shareholders’ Equity (Unaudited) - USD ($)	Common Stock	Common Stock Payable	Preferred Stock Series A	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2022	$ 3,162	$ 39,000		$ 14,740,401	$ (15,130,867)	$ (348,304)
Balance (in Shares) at Dec. 31, 2022	31,621,242
Issuance of common stock for services	$ 188			224,163		224,350
Issuance of common stock for services (in Shares)	1,875,000
Issuance of common stock for debt and interest	$ 80			119,920		120,000
Issuance of common stock for debt and interest (in Shares)	800,000
Deemed dividend for down-round provision in warrants				2,013	(2,013)
Common shares to be issued for services	$ 26	(39,000)		38,974
Common shares to be issued for services (in Shares)	260,000
Additional BCF discount for down-round provision on notes				122,531		122,531
Investment in Averox				2,539		2,539
Net loss					(664,534)	(664,534)
Balance at Mar. 31, 2023	$ 3,456			15,250,540	(15,797,414)	(543,418)
Balance (in Shares) at Mar. 31, 2023	34,556,242
Balance at Dec. 31, 2022	$ 3,162	39,000		14,740,401	(15,130,867)	(348,304)
Balance (in Shares) at Dec. 31, 2022	31,621,242
Net loss						(2,296,114)
Balance at Sep. 30, 2023	$ 3,810			16,155,572	(17,428,994)	(1,269,612)
Balance (in Shares) at Sep. 30, 2023	38,095,778
Balance at Dec. 31, 2022	$ 3,162	39,000		14,740,401	(15,130,867)	(348,304)
Balance (in Shares) at Dec. 31, 2022	31,621,242
Balance at Dec. 31, 2023	$ 4,017	126,000		16,454,048	(18,566,684)	(1,982,619)
Balance (in Shares) at Dec. 31, 2023	40,173,778
Balance at Mar. 31, 2023	$ 3,456			15,250,540	(15,797,414)	(543,418)
Balance (in Shares) at Mar. 31, 2023	34,556,242
Issuance of common stock for services	$ 55			51,986		52,040
Issuance of common stock for services (in Shares)	545,000
Cashless exercise of warrants	$ 129			(129)
Cashless exercise of warrants (in Shares)	1,289,236
Additional BCF discount for down-round provision on notes				204,204		204,204
Net loss					(871,518)	(871,518)
Balance at Jun. 30, 2023	$ 3,639			15,506,601	(16,668,932)	(1,158,692)
Balance (in Shares) at Jun. 30, 2023	36,390,478
Issuance of common stock for services	$ 171			110,536		110,707
Issuance of common stock for services (in Shares)	1,705,300
Additional BCF discount for down round provision on notes				538,435		538,435
Net loss					(760,062)	(760,062)
Balance at Sep. 30, 2023	$ 3,810			16,155,572	(17,428,994)	(1,269,612)
Balance (in Shares) at Sep. 30, 2023	38,095,778
Balance at Dec. 31, 2023	$ 4,017	126,000		16,454,048	(18,566,684)	(1,982,619)
Balance (in Shares) at Dec. 31, 2023	40,173,778
Issuance of common stock for services	$ 125			50,385		50,510
Issuance of common stock for services (in Shares)	1,250,000
Issuance of common stock for debt and interest	$ 117			69,963		70,080
Issuance of common stock for debt and interest (in Shares)	1,168,000
Deemed dividend for down-round provision in warrants
Common shares to be issued for services	$ 180	(126,000)		125,820
Common shares to be issued for services (in Shares)	1,800,000
Additional BCF discount for down-round provision on notes				146,799		146,799
Adoption of ASC 2020-06				(751,809)	704,731	(47,078)
Net loss					(161,978)	(161,978)
Balance at Mar. 31, 2024	$ 4,439			15,948,407	(18,023,931)	(2,071,085)
Balance (in Shares) at Mar. 31, 2024	44,391,778
Balance at Dec. 31, 2023	$ 4,017	126,000		16,454,048	(18,566,684)	(1,982,619)
Balance (in Shares) at Dec. 31, 2023	40,173,778
Forgiveness of related party debt						751,809
Net loss						(728,320)
Balance at Sep. 30, 2024	$ 4,842			18,439,845	(18,590,274)	(145,587)
Balance (in Shares) at Sep. 30, 2024	48,425,778		1,878
Balance at Mar. 31, 2024	$ 4,439			15,948,407	(18,023,931)	(2,071,085)
Balance (in Shares) at Mar. 31, 2024	44,391,778
Issuance of common stock for services	$ 170			153,631		153,801
Issuance of common stock for services (in Shares)	1,700,000
Issuance of common stock for debt and interest	$ 133			59,907		60,040
Issuance of common stock for debt and interest (in Shares)	1,334,000
Net loss					(455,426)	(455,426)
Balance at Jun. 30, 2024	$ 4,742			16,161,945	(18,479,357)	(2,312,670)
Balance (in Shares) at Jun. 30, 2024	47,425,778
Issuance of preferred stock for conversion of debt				1,878,000		1,878,000
Issuance of preferred stock for conversion of debt (in Shares)			1,878
Forgiveness of related party debt				360,000		360,000
Issuance of common stock for debt and interest	$ 100			39,900		40,000
Issuance of common stock for debt and interest (in Shares)	1,000,000
Net loss					(110,917)	(110,917)
Balance at Sep. 30, 2024	$ 4,842			$ 18,439,845	$ (18,590,274)	$ (145,587)
Balance (in Shares) at Sep. 30, 2024	48,425,778		1,878

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
OPERATING ACTIVITIES
Net loss	$ (728,320)	$ (2,296,114)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,084	2,344
Issuance of common stock for services	204,311	387,097
Debt discount amortization		1,275,316
Financing costs	72,500	3,500
Loss on deconsolidation		2,539
Loss on equity investment		8,059
Changes in operating assets and liabilities:
Accounts receivable	(122,262)	87,504
Inventories	(205,317)	(39,453)
Prepaid		26,370
Accounts payable	64,849	79,355
Accounts payable - related parties	162,000	126,000
Accrued liabilities	7,444	110,997
Accrued compensation - officers	75,000	200,000
Deferred revenue	(51,578)
Customer deposits	93,820	(75,797)
Net cash used in operating activities	(425,469)	(102,283)
INVESTING ACTIVITIES
Employee advance	(10,000)
Cash paid upon deconsolidation		(2,539)
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	3,952
Proceeds from issuance of note payable shareholder	401,733	182,016
Repayments of notes payable	(91,135)	(4,302)
Net cash provided by financing activities	325,988	181,666
NET INCREASE (DECREASE) IN CASH	(121,062)	58,594
Beginning of period	152,840	126,109
End of period	31,778	184,703
Supplemental disclosures of cash flow information
Taxes paid
Interest paid	44,405	27
Non-cash disclosures:
Common stock issued for conversion of debt and interest	170,120	120,000
Deemed dividend on down-round provision on warrants		2,013
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

Organization

9 Months Ended

Sep. 30, 2024

Organization [Abstract]

Organization

Note 1 – Organization

Organization and Line of Business

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

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

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

Basis Presentation

9 Months Ended

Sep. 30, 2024

Basis Presentation [Abstract]

Basis Presentation

Note 2 – Basis Presentation

Interim financial statements

Going Concern

Principles of Consolidation

Use of Estimates

Cash and Cash Equivalents

Concentration of credit risk

Accounts Receivable

Inventories

Property and Equipment

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

Goodwill

Derivative Financial Instruments

Investments

Fair Value of Financial Instruments

Revenue Recognition

●

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

●

identification of performance obligations in the respective contract;

●

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

●

allocation the transaction price to each performance obligation; and

●

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

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

●

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

See Notes 12 and 13 for disclosures of revenue disaggregated by geographical area and product line.

Customer Deposits

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

Income Taxes

Stock-Based Compensation

Basic and Diluted Earnings Per Share

Segment Reporting

Related Parties

Reclassifications

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

Recent Accounting Pronouncements

Recently Adopted Accounting Standards

Inventories

9 Months Ended

Sep. 30, 2024

Inventories [Abstract]

Inventories

Note 3 – Inventories

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

	September 30,		December 31,
	2024		2023
Raw materials	$	1,174,119	$	983,996
Work in Progress		187,304		283,568
Finished goods		605,677		494,219
Total inventories	$	1,967,100	$	1,761,783

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

Property and Equipment

9 Months Ended

Sep. 30, 2024

Property and Equipment [Abstract]

Property and Equipment

Note 4 – Property and Equipment

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

	September 30,			December 31,
	2024			2023
Furniture and fixtures	$	148,033		$	148,033
Leasehold Improvements		50,091			50,091
Equipment		237,418			237,418
Computers and software		40,339			40,339
		475,881			475,881
Less accumulated depreciation		(473,748	)		(471,664	)
Property and equipment, net	$	2,133		$	4,217

Investments

9 Months Ended

Sep. 30, 2024

Investments [Abstract]

Investments

Note 5 – Investments

MIFTEC

MIFTI

Grapheton

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

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

Averox

Notes Payable

9 Months Ended

Sep. 30, 2024

Notes Payable [Abstract]

Notes Payable

Note 6 – Notes Payable

Convertible Notes

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

	Sept 30, 2024
Maturity Date	Principal Amount		Contractual Interest		Stated Interest Rate			Default Interest			Effective Interest Rate
December 31, 2024	$	432,458	$	4,071		5	%		16	%		5.084	%
December 31, 2024	$	206,008	$	7,472		5	%		16	%		5.084	%

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

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

Note Payable to Shareholder

9 Months Ended

Sep. 30, 2024

Note Payable to Shareholder [Abstract]

Note Payable to Shareholder

Note 7 – Note Payable to Shareholder

Line of Credit

9 Months Ended

Sep. 30, 2024

Line of Credit [Abstract]

Line of Credit

Note 8 – Line of Credit

Leases

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Leases

Note 9 – Leases

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 10 – Commitments and Contingencies

Shareholders’ Equity

9 Months Ended

Sep. 30, 2024

Shareholders’ Equity [Abstract]

Shareholders’ Equity

Note 11 – Shareholders’ Equity

Common Stock

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

●

3,502,000 shares of common stock valued at $170,120 in satisfaction of convertible debt, interest, and fees;

●

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

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

●

2,600,000 shares of common stock to its Directors and President, valued at $239,080; and

●

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

●

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.

Warrants

The following table summarizes the activity related to warrants:

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

Preferred Stock, Series A

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

●

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

●

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

●

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

Additional Paid in Capital

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

Segment Reporting

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Segment Reporting

Note 12 – Segment Reporting

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

Geographical Sales

9 Months Ended

Sep. 30, 2024

Geographical Sales [Abstract]

Geographical Sales

Note 13 – Geographical Sales

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

	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

	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

Related Party Transactions

9 Months Ended

Sep. 30, 2024

Related Party Transactions

Note 14 – Related Party Transactions

Deconsolidation of Subsidiary

9 Months Ended

Sep. 30, 2024

Deconsolidation of Subsidiary [Abstract]

Deconsolidation of Subsidiary

Note 15 – Deconsolidation of Subsidiary

On March 3, 2023, the Company divested itself of its wholly owned subsidiary, Cali From Above, through a Membership Interest Purchase Agreement with the Company’s President and Chief Executive Officer, Robert Goldstein. Consideration received by the Company was 65,000,000 shares of Averox, Inc. (OTC:AVRI), resulting in the Company owning 26% of the issued and outstanding shares of common stock of AVRI. The Company considered the guidance under ASC 810-10-40 in determining the accounting treatment for the transaction and it was determined that the fair value of the 65,000,000 shares received on March 3, 2023 was $2,539, which was the fair value of the assets transferred upon deconsolidation by the Company. Additionally, this method was used due to there being no active trading by Averox on the date of the transaction. Also at closing, the Company and Cali From Above signed a Cooperation Agreement whereby the Company holds exclusive sourcing and manufacturing rights for Cali From Above products, thus making Cali From Above a new customer of the Company.

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

Concentrations

9 Months Ended

Sep. 30, 2024

Concentrations [Abstract]

Concentrations

Note 16 – Concentrations

Three customers accounted for more than 10% of the Company’s accounts receivable at 27%, 24% and 20% as of September 30, 2024.

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

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 17 – Subsequent Events

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 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.

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (110,917)	$ (455,426)	$ (161,978)	$ (760,062)	$ (871,518)	$ (664,534)	$ (728,320)	$ (2,296,114)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy (Policies)

9 Months Ended

Sep. 30, 2024

Basis Presentation [Abstract]

Interim financial statements

Going Concern

Principles of Consolidation

Use of Estimates

Cash and Cash Equivalents

Concentration of credit risk

Accounts Receivable

Inventories

Property and Equipment

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

Goodwill

Derivative Financial Instruments

Investments

Fair Value of Financial Instruments

Revenue Recognition

●

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

●

identification of performance obligations in the respective contract;

●

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

●

allocation the transaction price to each performance obligation; and

●

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

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

●

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

See Notes 12 and 13 for disclosures of revenue disaggregated by geographical area and product line.

Customer Deposits

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

Income Taxes

Stock-Based Compensation

Basic and Diluted Earnings Per Share

Segment Reporting

Related Parties

Reclassifications

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

Recent Accounting Pronouncements

Recently Adopted Accounting Standards

Basis Presentation (Tables)

9 Months Ended

Sep. 30, 2024

Basis Presentation [Abstract]

Schedule of Depreciation of Equipment Estimated Lives

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

Inventories (Tables)

9 Months Ended

Sep. 30, 2024

Inventories [Abstract]

Schedule of Inventories

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

	September 30,		December 31,
	2024		2023
Raw materials	$	1,174,119	$	983,996
Work in Progress		187,304		283,568
Finished goods		605,677		494,219
Total inventories	$	1,967,100	$	1,761,783

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2024

Property and Equipment [Abstract]

Schedule of Property and Equipment

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

	September 30,			December 31,
	2024			2023
Furniture and fixtures	$	148,033		$	148,033
Leasehold Improvements		50,091			50,091
Equipment		237,418			237,418
Computers and software		40,339			40,339
		475,881			475,881
Less accumulated depreciation		(473,748	)		(471,664	)
Property and equipment, net	$	2,133		$	4,217

Investments (Tables)

9 Months Ended

Sep. 30, 2024

Investments [Abstract]

Schedule of Information Regarding Grapheton

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

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

Notes Payable (Tables)

9 Months Ended

Sep. 30, 2024

Notes Payable [Abstract]

Schedule of Outstanding Convertible Notes

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

	Sept 30, 2024
Maturity Date	Principal Amount		Contractual Interest		Stated Interest Rate			Default Interest			Effective Interest Rate
December 31, 2024	$	432,458	$	4,071		5	%		16	%		5.084	%
December 31, 2024	$	206,008	$	7,472		5	%		16	%		5.084	%

Schedule of Future Maturities of Notes Payable

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

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

Shareholders’ Equity (Tables)

9 Months Ended

Sep. 30, 2024

Shareholders’ Equity [Abstract]

Schedule of Activity Related to Warrants

The following table summarizes the activity related to warrants:

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

Segment Reporting (Tables)

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Schedule of Company’s Segment Information

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

Geographical Sales (Tables)

9 Months Ended

Sep. 30, 2024

Geographical Sales [Abstract]

Schedule of Geographical Distribution

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

	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

	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

Basis Presentation (Details) - USD ($)	3 Months Ended						9 Months Ended		12 Months Ended
Basis Presentation (Details) - USD ($)	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Basis Presentation [Line Items]
Net loss	$ (110,917)	$ (455,426)	$ (161,978)	$ (760,062)	$ (871,518)	$ (664,534)	$ (728,320)	$ (2,296,114)
Accumulated deficit	$ (18,590,274)						(18,590,274)		$ (18,566,684)
Allowance for doubtful accounts							6,590		6,590
Slow moving or obsolete inventory							37,351		$ 37,351
Sales returns and allowances							$ 0	$ 0
Income tax recognized percentage							50.00%
Warrants outstanding (in Shares)	1,000,000						1,000,000		1,000,000
Convertible debt and warrants (in Shares)							36,030,211
Reportable segments							2
Additional paid-in capital	$ 360,000						$ 751,809
Long-term debt	47,078						47,078
Accumulated deficit	$ 704,731						$ 704,731
Minimum [Member] \| Measurement Alternative [Member]
Basis Presentation [Line Items]
Ownership percentage	20.00%						20.00%
Maximum [Member] \| Measurement Alternative [Member]
Basis Presentation [Line Items]
Ownership percentage	50.00%						50.00%

Basis Presentation (Details) - Schedule of Depreciation of Equipment Estimated Lives	Dec. 31, 2023
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment estimated lives	5 years
Leasehold improvement [Member]
Property, Plant and Equipment [Line Items]
Leasehold improvement	Lesser of lease life or economic life
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment estimated lives	5 years
Computers and software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment estimated lives	5 years

Inventories (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Inventories [Abstract]
Inventory reserve	$ 37,351	$ 37,351

Inventories (Details) - Schedule of Inventories - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Schedule of Inventories [Abstract]
Raw materials	$ 1,174,119	$ 983,996
Work in Progress	187,304	283,568
Finished goods	605,677	494,219
Total inventories	$ 1,967,100	$ 1,761,783

Property and Equipment (Details) - USD ($)	9 Months Ended
Property and Equipment (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023
Property and Equipment [Line Items]
Depreciation expense	$ 2,084	$ 2,344
Depreciated property and equipment	440,628
Property, Plant and Equipment [Member]
Property and Equipment [Line Items]
Depreciation expense	$ 2,084	$ 2,344

Property and Equipment (Details) - Schedule of Property and Equipment - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	$ 475,881	$ 475,881
Less accumulated depreciation	(473,748)	(471,664)
Property and equipment, net	2,133	4,217
Furniture and fixtures [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	148,033	148,033
Leasehold Improvements [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	50,091	50,091
Equipment [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	237,418	237,418
Computers and software [Member]
Schedule of Property and Equipment [Line Items]
Property and equipment, gross	$ 40,339	$ 40,339

Investments (Details) - USD ($)							3 Months Ended					9 Months Ended
Investments (Details) - USD ($)	Mar. 03, 2023	Jun. 30, 2021	Dec. 31, 2019	Apr. 30, 2019	Dec. 31, 2018	Aug. 03, 2018	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Investments [Line Items]
Investment amount							$ 1,000					$ 1,000		$ 1,000
Common stock valued							40,000	$ 60,040	$ 70,080		$ 120,000
First earn out payment												192,500
Equity investment loss													$ (8,059)
MIFTEC Laboratories, Inc. [Member]
Investments [Line Items]
Ownership interest						10.00%
Investment amount						$ 500,000
Issuance of common stock (in Shares)						300,000
Common stock valued						$ 594,000
Investment interest rate					10.00%
Interest amount					$ 10,000
Acquisition of manufacturing					$ 1,084,000
Investment for impairment			$ 9,000
MIFTI [Member]
Investments [Line Items]
Ownership interest				0.56%
Investment amount				$ 500,000
Issuance of common stock (in Shares)				500,000
Investment for impairment			$ 499,000
Investment, description												In April 2019, the Company also entered into a Cooperative Agreement with MIFTI whereby the Company acquired certain exclusive manufacturing and supply rights, including thermonuclear fusion-powered reactor for production of electricity per MIFTI designs in return for $500,000, of which $100,000 is payable upon signing, $200,000 within four months of the agreement and $200,000 within nine months of the agreement. The $500,000 is an option to buy a 10% interest in MIFTI for $2,700,000, if completed with 24 months of the agreement date. If the options expire, MIFTI shall issue the Company 500,000 shares of common stock and rescind all other exclusive rights contained in the agreement.
Investment							$ 1,000					$ 1,000		$ 1,000
Grapheton, Inc. [Member]
Investments [Line Items]
Ownership interest							35.20%					35.20%
Number of shares acquired (in Shares)												2,552
Shares issued (in Shares)		1,121,071
Equity investment loss													$ (8,059)
Grapheton, Inc. [Member] \| Stock Purchase Agreement [Member]
Investments [Line Items]
Issuance of common stock (in Shares)		633,405
Shares issued (in Shares)		1,100
Averox, Inc. [Member]
Investments [Line Items]
Ownership interest	26.00%
Issuance of common stock (in Shares)	65,000,000
Common Stock [Member] \| Stock Purchase Agreement [Member]
Investments [Line Items]
Issuance of common stock (in Shares)												858,896
Common stock valued												$ 601,227
Common Stock [Member] \| MIFTEC Laboratories, Inc. [Member]
Investments [Line Items]
Ownership interest						10.00%
Common Stock [Member] \| Grapheton, Inc. [Member]
Investments [Line Items]
Issuance of common stock (in Shares)												1,452
Common stock valued												$ 235,000

Investments (Details) - Schedule of Information Regarding Grapheton - Grapheton [Member]	9 Months Ended
	Sep. 30, 2024 USD ($)
Investments [Line Items]
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

Notes Payable (Details) - USD ($)					3 Months Ended	9 Months Ended
Notes Payable (Details) - USD ($)	Apr. 17, 2024	Oct. 12, 2023	Oct. 10, 2022	May 05, 2022	Sep. 30, 2024	Sep. 30, 2024	Dec. 31, 2023	Dec. 26, 2020
Notes Payable [Line Items]
Notes payable		$ 125,000
Accrues interest rate per share (in Dollars per share)								$ 10.89
Balance amount owed						$ 1,500
Origination fee		2,500
Bears non-annualized interest payments		25,000
Balance amount						8,750
Stock warrants amount			$ 375,000	$ 750,000
Additional paid-in capital					$ 360,000	751,809
Long-term debt					47,078	47,078
Accumulated deficit					704,731	704,731
Fees						$ 10,500
Shares of common stock (in Shares)						3,502,000
Notes Payable [Member]
Notes Payable [Line Items]
Accrued interest rate						5.00%
Principal and interest payments		2,885				$ 4,518
Maturity date						Apr. 15, 2021
Repaid amount						$ 0
Payments		$ 52
Converted principal						$ 159,620
Note [Member] \| Gold Team Inc. [Member]
Notes Payable [Line Items]
Accrued interest rate						7.20%
Maturity date						Oct. 01, 2027
Converted balance amount						$ 350,000
Promissory Note [Member]
Notes Payable [Line Items]
Maturity date						Oct. 01, 2027
Loan [Member]
Notes Payable [Line Items]
Accrued interest rate				5.00%
Convertible Notes [Member]
Notes Payable [Line Items]
Accrued interest rate			5.00%
Debt discounts			$ 200,488	$ 550,538
Note 1 [Member]
Notes Payable [Line Items]
Consideration principal balance	$ 50,000
Note 2 [Member]
Notes Payable [Line Items]
Consideration principal balance	$ 20,000
Notes Payable [Member]
Notes Payable [Line Items]
Notes payable					$ 5,272	$ 5,272	$ 5,272
Robert Goldstein [Member] \| Promissory Note [Member]
Notes Payable [Line Items]
Accrued interest rate						7.20%
Converted balance amount						$ 350,000
Richard Landry [Member]
Notes Payable [Line Items]
Accrued interest rate						7.20%
Converted balance amount						$ 150,000
CEO [Member] \| Gold Team Inc. [Member]
Notes Payable [Line Items]
Converted balance amount						$ 300,000

Notes Payable (Details) - Schedule of Outstanding Convertible Notes - Convertible Notes [Member]	9 Months Ended
	Sep. 30, 2024 USD ($)
December 31, 2024 [Member]
Notes Payable (Details) - Schedule of Outstanding Convertible Notes [Line Items]
Principal Amount (in Dollars)	$ 432,458
Contractual Interest (in Dollars)	$ 4,071
Stated Interest Rate	5.00%
Default Interest	16.00%
Effective Interest Rate	5.084%
December 31, 2024 One [Member]
Notes Payable (Details) - Schedule of Outstanding Convertible Notes [Line Items]
Principal Amount (in Dollars)	$ 206,008
Contractual Interest (in Dollars)	$ 7,472
Stated Interest Rate	5.00%
Default Interest	16.00%
Effective Interest Rate	5.084%

Notes Payable (Details) - Schedule of Future Maturities of Notes Payable - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Schedule of Future Maturities of Notes Payable [Abstract]
2024	$ 638,466	$ 570,176
2025
2026
2027
2028
Thereafter
Total	$ 638,466	$ 570,176

Note Payable to Shareholder (Details) - USD ($)			9 Months Ended
Note Payable to Shareholder (Details) - USD ($)	Sep. 30, 2024	May 05, 2022	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2024	Dec. 31, 2023
Note Payable to Shareholder [Line Items]
Repaid notes payable			$ 91,135	$ 4,302
Converted shares (in Shares)			3,502,000
Balances due	$ 119,012		$ 119,012		$ 1,220,279	$ 1,220,279
Majority Shareholder [Member]
Note Payable to Shareholder [Line Items]
Shareholder loaned			522,100
Repaid notes payable			120,367
Mr. Goldstein [Member]
Note Payable to Shareholder [Line Items]
Forgiven amount	300,000		300,000
Loan [Member]
Note Payable to Shareholder [Line Items]
Interest rate		5.00%
Loan [Member] \| Mr. Goldstein [Member]
Note Payable to Shareholder [Line Items]
Amount due	$ 1,203,000		1,203,000
CEO [Member] \| Gold Team Inc. [Member]
Note Payable to Shareholder [Line Items]
Converted balance amount			$ 350,000
Interest rate			7.20%
Maturity date			Oct. 01, 2027
Series A Convertible Preferred Shares [Member] \| Mr. Goldstein [Member]
Note Payable to Shareholder [Line Items]
Converted shares (in Shares)	1,203

Line of Credit (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Lines of Credit [Line Items]
Lines of credit	$ 326,662	$ 311,273
Line of Credit [Member]
Lines of Credit [Line Items]
Line of credit maximum borrowing amount	$ 400,000
Minimum [Member] \| Line of Credit [Member]
Lines of Credit [Line Items]
Interest rate on line of credit	5.50%
Maximum [Member] \| Line of Credit [Member]
Lines of Credit [Line Items]
Interest rate on line of credit	11.50%

Leases (Details) - USD ($)		9 Months Ended
Leases (Details) - USD ($)	Jan. 31, 2026	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2024
Leases [Line Items]
Lease expense		$ 162,000	$ 126,000
Operating leases payment		0	$ 0
Cumulative balance payable on lease		618,000
Long-term note payable		$ 300,000
Weighted average remaining lease terms		1 month 6 days
Weighted average discount rate		8.00%
Series A Convertible Preferred Shares [Member]
Leases [Line Items]
Amount of convertible preferred shares		$ 300,000
Convertible Preferred shares (in Shares)		300
Forecast [Member]
Leases [Line Items]
Future minimum lease payments				$ 54,000
Convertible Preferred shares (in Shares)	10,000

Shareholders’ Equity (Details) - USD ($)	3 Months Ended						9 Months Ended		12 Months Ended
Shareholders’ Equity (Details) - USD ($)	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Shareholders’ Equity [Line Items]
Issued shares value (in Dollars)	$ 40,000	$ 60,040	$ 70,080			$ 120,000
Common stock services rendered value (in Dollars)		$ 153,801	$ 50,510	$ 110,707	$ 52,040	$ 224,350
Convert share of preferred stock	1						1
Conversion stated value							12.00%
Convertible preferred stock	1,203						1,203
Accrued rent payable (in Dollars)	$ 300,000						$ 300,000
Accrued compensation (in Dollars)	375,000						375,000
Shareholder advances (in Dollars)	1,203,000						1,203,000
Additional paid in capital (in Dollars)	$ 360,000						$ 751,809
Warrant [Member]
Shareholders’ Equity [Line Items]
Issued price of common stock (in Dollars per share)	$ 0.04						$ 0.04
Exercise price of warrants (in Dollars)							$ 0		$ 2,013
Maximum [Member]
Shareholders’ Equity [Line Items]
Exercise price of warrants (in Dollars per share)	0.052						$ 0.052
Maximum [Member] \| Warrant [Member]
Shareholders’ Equity [Line Items]
Warrants exercised								1,500,000
Minimum [Member]
Shareholders’ Equity [Line Items]
Exercise price of warrants (in Dollars per share)	$ 0.04						$ 0.04
Minimum [Member] \| Warrant [Member]
Shareholders’ Equity [Line Items]
Warrants exercised								1,000,000
Preferred Stock [Member]
Shareholders’ Equity [Line Items]
Issued of common shares
Issued shares value (in Dollars)
Shares of common stock for services rendered
Common stock services rendered value (in Dollars)
Additional paid in capital (in Dollars)
Common Stock [Member]
Shareholders’ Equity [Line Items]
Issued of common shares	1,000,000	1,334,000	1,168,000			800,000
Issued shares value (in Dollars)	$ 100	$ 133	$ 117			$ 80
Shares of common stock for services rendered		1,700,000	1,250,000	1,705,300	545,000	1,875,000
Common stock services rendered value (in Dollars)		$ 170	$ 125	$ 171	$ 55	$ 188
Convert share of preferred stock	10,000						10,000
Additional paid in capital (in Dollars)
Related Party [Member]
Shareholders’ Equity [Line Items]
Additional paid in capital (in Dollars)							$ 360,000
Consultants [Member]
Shareholders’ Equity [Line Items]
Shares of common stock for services rendered							2,950,000	1,785,300
Common stock services rendered value (in Dollars)							$ 204,311	$ 176,813
Related Party [Member]
Shareholders’ Equity [Line Items]
Convertible preferred stock	300						300
Common Stock [Member] \| Maximum [Member]
Shareholders’ Equity [Line Items]
Shares of common stock								771,845
Common Stock [Member] \| Minimum [Member]
Shareholders’ Equity [Line Items]
Shares of common stock								517,391
Common Stock [Member] \| Convertible Debt [Member]
Shareholders’ Equity [Line Items]
Issued of common shares							3,502,000	800,000
Issued shares value (in Dollars)							$ 170,120	$ 120,000
Common Stock [Member] \| Directors and President [Member]
Shareholders’ Equity [Line Items]
Issued of common shares								2,600,000
Issued shares value (in Dollars)								$ 239,080
Series A Preferred Stock [Member]
Shareholders’ Equity [Line Items]
Preferred stock authorized	10,000						10,000		10,000
Par value (in Dollars per share)	$ 0.0001						$ 0.0001		$ 0.0001
Convertible preferred stock	10,000						10,000
Series A Preferred Stock [Member] \| Preferred Stock [Member]
Shareholders’ Equity [Line Items]
Preferred stock authorized	5,000,000						5,000,000
A Preferred Stock [Member]
Shareholders’ Equity [Line Items]
Par value (in Dollars per share)	$ 1,000						$ 1,000
Series A Convertible Shares [Member]
Shareholders’ Equity [Line Items]
Conversion stated value							6.00%
Convertible Preferred Stock [Member]
Shareholders’ Equity [Line Items]
Convertible preferred stock	375						375

Shareholders’ Equity (Details) - Schedule of Activity Related to Warrants - Warrant [Member] - USD ($)		9 Months Ended
	Dec. 31, 2023	Sep. 30, 2024
Schedule of Activity Related to Warrants [Line Items]
Warrants Outstanding, Granted
Weighted Average Exercise Price ,Granted (in Dollars per share)
Weighted Average Remaining Contractual Life, Granted
Aggregate Intrinsic Value, Granted (in Dollars)
Warrants Outstanding, Forfeited
Warrants Outstanding, Exercised
Warrants Outstanding, ending balance	1,000,000	1,000,000
Weighted Average Exercise Price,, ending balance (in Dollars per share)	$ 0.05	$ 0.04
Weighted Average Remaining Contractual Life,, ending balance	4 years 10 months 9 days	4 years 4 months 9 days
Aggregate Intrinsic Value, , ending balance (in Dollars)
Warrants Outstanding, Exercisable		1,000,000
Weighted Average Exercise Price, Exercisable (in Dollars per share)		$ 0.04
Weighted Average Remaining Contractual Life, Exercisable		4 years 4 months 9 days
Aggregate Intrinsic Value, Exercisable (in Dollars)

Segment Reporting (Details)	9 Months Ended
Segment Reporting (Details)	Sep. 30, 2024
Segment Reporting [Abstract]
Number of reportable segments	2

Segment Reporting (Details) - Schedule of Company’s Segment Information - Operating Segments [Member] - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Schedule of Company’s Segment Information [Line Items]
Sales	$ 610,864	$ 593,502	$ 1,741,182	$ 1,588,009
Gross profit	472,549	465,775	1,084,759	936,017
Income (loss) from operations	(69,182)	(73,562)	(557,515)	(939,565)
Interest Expenses	41,735	27,795	168,993	70,635
Net gain/(loss)	(110,917)	(760,062)	(728,320)	(2,296,114)
Total Assets	2,843,122		2,843,122		$ 2,856,876
Goodwill	570,176		570,176		570,176
Optron [Member]
Schedule of Company’s Segment Information [Line Items]
Sales	77,173	183,048	336,229	278,812
Gross profit	(134)	96,005	125,069	56,324
Income (loss) from operations	(794,281)	(288,098)	(656,289)	(655,738)
Interest Expenses		918	1,219	10,808
Net gain/(loss)	(255,058)	(185,206)	(657,507)	(674,086)
Total Assets	855,231		855,231		830,844
Goodwill
Overhoff [Member]
Schedule of Company’s Segment Information [Line Items]
Sales	533,691	410,454	1,404,953	1,309,197
Gross profit	472,683	369,770	959,690	879,693
Income (loss) from operations	743,253	317,183	372,719	350,726
Interest Expenses	6,534	5,697	18,888	14,288
Net gain/(loss)	197,497	316,847	354,112	341,438
Total Assets	1,969,551		1,969,551		2,007,107
Goodwill	570,176		570,176		570,176
Corporate [Member]
Schedule of Company’s Segment Information [Line Items]
Sales
Gross profit
Income (loss) from operations	(18,155)	(102,647)	(273,945)	(634,553)
Interest Expenses	35,201	21,180	148,886	45,539
Net gain/(loss)	(53,356)	$ (891,703)	(424,924)	$ (1,963,466)
Total Assets	18,340		18,340		18,925
Goodwill

Geographical Sales (Details) - Schedule of Geographical Distribution - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Geographical sales
Total Geographical sales	$ 610,864	$ 593,502	$ 1,741,182	$ 1,588,009
North America [Member]
Geographical sales
Geographical sales	473,691	570,420	1,181,577	1,389,587
Asia [Member]
Geographical sales
Geographical sales	99,079	11,034	291,137	136,254
Other [Member]
Geographical sales
Geographical sales	$ 38,094	$ 12,048	$ 268,468	$ 62,168

Related Party Transactions (Details) - USD ($)	3 Months Ended				9 Months Ended		12 Months Ended
Related Party Transactions (Details) - USD ($)	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Oct. 12, 2023
Related Party Transactions [Line Items]
Rent expense					$ 144,000	$ 126,000
Accrued compensation payable							$ 860,000
Converted amount					170,120	$ 120,000
Note payable								$ 125,000
Number of share issued value	$ 40,000	$ 60,040	$ 70,080	$ 120,000
Richard Landry [Member]
Related Party Transactions [Line Items]
Accrued compensation payable	210,000				210,000		$ 0
Number of share issued (in Shares)							530,300
Number of share issued value							$ 32,348
Price per share (in Dollars per share)							$ 0.061
Gold Team Inc. [Member]
Related Party Transactions [Line Items]
Lease amount payable	0				0		$ 456,000
Majority Shareholder [Member]
Related Party Transactions [Line Items]
Accrued compensation payable	0				0		$ 650,000
Richard Landry [Member]
Related Party Transactions [Line Items]
Note payable	150,000				150,000
Forgive amount					60,000
Accrued compensation	210,000				210,000
CEO [Member]
Related Party Transactions [Line Items]
Converted amount					350,000
Series A Convertible Preferred Stock [Member]
Related Party Transactions [Line Items]
Note payable	$ 375,000				$ 375,000

Deconsolidation of Subsidiary (Details) - USD ($)		3 Months Ended		9 Months Ended
Deconsolidation of Subsidiary (Details) - USD ($)	Mar. 03, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Deconsolidation of Subsidiary [Line Items]
Consideration received	$ 65,000,000
Owing rate of common stock issued	26.00%
Owing rate of common stock outstanding	26.00%
Shares of fair value (in Shares)	65,000,000
Shares of fair value amount	$ 2,539
Loss on deconsolidation					$ (2,539)
Reflecting amount			$ 2,539		$ 2,539

Concentrations (Details) - Customer Concentration Risk [Member]	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Customer One [Member] \| Sales [Member]
Concentrations [Line Items]
Concentration percentage	12.00%	29.00%
Customer One [Member] \| Accounts Receivable [Member]
Concentrations [Line Items]
Concentration percentage	27.00%
Customers Two [Member] \| Sales [Member]
Concentrations [Line Items]
Concentration percentage	11.00%	25.00%
Customers Two [Member] \| Accounts Receivable [Member]
Concentrations [Line Items]
Concentration percentage	24.00%
Customer Three [Member] \| Sales [Member]
Concentrations [Line Items]
Concentration percentage	11.00%	16.00%
Customer Three [Member] \| Accounts Receivable [Member]
Concentrations [Line Items]
Concentration percentage	20.00%

Subsequent Events (Details) - USD ($)							9 Months Ended
Subsequent Events (Details) - USD ($)	Jan. 31, 2026	Nov. 20, 2024	Oct. 31, 2024	Oct. 27, 2024	Oct. 18, 2024	Oct. 07, 2024	Sep. 30, 2024	Dec. 31, 2023	Oct. 12, 2023
Subsequent Events [Line Items]
Notes payable									$ 125,000
Preferred Stock Value
Common stock shares (in Shares)							3,502,000
Stated value percentage							6.00%
Shares of common stock (in Shares)							1,200
Accrued interest perecentage							6.00%
Authorized common stock shares (in Shares)		500,000,000					100,000,000	100,000,000
Subsequent Event [Member]
Subsequent Events [Line Items]
Issuance of common stock (in Shares)					1,953,000	1,000,000
Notes payable			$ 79,400	$ 110,000
Cost of fund			$ 22,152	31,900
Percentage of origination fee			2.99%
Common stock shares (in Shares)		10,000
Subsequent Event [Member] \| Third Party [Member]
Subsequent Events [Line Items]
Equal payments			$ 1,562.35	$ 1,819.23
Series A Preferred Stock [Member] \| Subsequent Event [Member]
Subsequent Events [Line Items]
Preferred Stock Value		$ 1,000
Forecast [Member]
Subsequent Events [Line Items]
Conversion of common stock (in Shares)	10,000

US Nuclear (PK) (USOTC:UCLE)
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