{"url_path":"/sec/ucle/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 EXHIBITS AND FINANCIAL STATEMENT","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-23","source_url":"https://www.sec.gov/Archives/edgar/data/1543623/0001213900-26-070875-index.html","accession_number":"0001213900-26-070875","cik":"0001543623","ticker":"UCLE","issuer_name":"US NUCLEAR CORP.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1543623/0001213900-26-070875-index.html","primary_entity_key":"0001543623","primary_entity_name":"US NUCLEAR CORP."},"word_count":14341,"has_tables":true,"body_markdown":"ITEM 15. EXHIBITS AND FINANCIAL STATEMENT\nSCHEDULES\n\n \n\n15(a)(1). Financial Statements\n\n \n\nThe following consolidated financial statements,\nand related notes and Report of Independent Registered Public Accounting Firm are filed as part of this Annual Report:\n\n \n\nUS Nuclear Corp. and Subsidiaries\n\nConsolidated Financial Statements\n\nFor The Years Ended December 31, 2025 and 2024\n\n \n\nContents\n\n \n\n \n \nPage\n\n[Reports of\nSimon & Edwards, LLP (PCAOB ID: 2485)](#b_001)\n \nF-2\n\n \n \n \n\n[Report of Fruci & Associates\nII, PLLC (PCAOB ID: 05525)](#b_002)\n \nF-4\n\n \n \n \n\nConsolidated Financial\nStatements:\n \n \n\n \n \n \n\n[Consolidated Balance Sheets\nas of December 31, 2025, and 2024](#b_003)\n \nF-6\n\n \n \n \n\n[Consolidated Statements\nof Operations for the years ended December 31, 2025, and 2024](#b_004)\n \nF-7\n\n \n \n \n\n[Consolidated Statement\nof Changes in Shareholders’ Equity for the years ended December 31, 2025, and 2024](#b_005)\n \nF-8\n\n \n \n \n\n[Consolidated Statements\nof Cash Flows for the years ended December 31, 2025, and 2024](#b_006)\n \nF-9\n\n \n \n \n\n[Notes to Consolidated Financial\nStatements](#b_007)\n \nF-10\n\n \n\n F-1 \n\n \n\nReport of Independent Registered Public Accounting Firm\n\n \n\nShareholders and Board of Directors\n\nUS Nuclear Corp.\n\nCanoga Park, CA\n\n \n\nOpinion on the Consolidated Financial Statements\n\n \n\nWe have audited the accompanying consolidated balance sheets of US Nuclear Corp. and subsidiaries (the “Company”) as of December 31, 2025, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.\n\n \n\nSubstantial Doubt About the Company’s Ability to Continue as a Going Concern\n\n \n\nThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the consolidated financial statements, the Company has an accumulated deficit and net losses. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.\n\n \n\nBasis for Opinion\n\n \n\nThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\n \n\nCritical Audit Matters\n\n \n\nThe critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\n\n \n\n  F-2  \n\n \n\nValuation of Warrant issued transactions\n\n \n\nAs described in Note 2 to the consolidated financial statements, the Company disclosed its accounting policies for valuing stock-based compensation, warrants using option pricing models. During the year ended December 31, 2025, the Company engaged in the issuance of warrants, as further detailed in the related equity notes.\n\n \n\nWe identified the valuation of these equity transactions as a critical audit matter. The principal consideration for our determination is the high degree of management judgment required to estimate the fair value of these instruments. Specifically, the Black-Scholes-Merton model involves significant subjective assumptions, such as the expected volatility of the Company’s common stock, risk-free interest rates, and the expected term. This led to a high degree of auditor subjectivity and required significant audit effort.\n\n \n\nThe primary procedures we performed to address this critical audit matter included:\n\n \n\n  Ø Assessing the relevant terms and conditions of the warrant agreements to verify the terms and conditions.\n\n \n\n  Ø Evaluating the appropriateness of management’s valuation methodology.\n\n \n\n  Ø\nVerifying the key assumptions utilized in the Black-Scholes valuation model, including expected volatility, risk-free interest rate, and expected term.\n\n     \n\n  Ø Independently recalculating the fair value of the warrants based on the evaluated inputs.\n\n \n\nØ Testing the recorded journal entries to verify the accuracy of the recognized accounting treatment.\n\n \n\n/s/ Simon & Edward, LLP\n\n \n\nWe have served as the Company’s auditor since 2025.\n\nPCAOB ID: 2485\n\nRowland Heights, California\n\nJune 22, 2026\n\n \n\n  F-3  \n\n \n\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\n\n \n\nTo the Board of Directors and Shareholders of US Nuclear Corp.\n\n \n\nOpinion on the Financial Statements\n\n \n\nWe have audited the accompanying consolidated balance sheet of US Nuclear Corp. (“the Company”) as of December 31, 2024, and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.\n\n \n\nGoing Concern\n\n \n\nThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has an accumulated deficit and net losses. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n\n \n\nBasis for Opinion\n\n \n\nThese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.\n\n \n\nCritical Audit Matters\n\n \n\nThe critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.\n\n \n\n  F-4  \n\n \n\nEvaluation of the Classification and Accounting Treatment of Series A Preferred Stock\n\n \n\n*Description of the Critical Audit Matter*\n\n* *\n\nAs described Note 9 of the consolidated financial statements, the Company amended and restated the terms of its Series A Preferred Stock. The amendment raised complex considerations regarding the appropriate classification of the Series A Preferred Stock, specifically whether it should be presented as temporary equity, and whether the issuance should be accounted for as a redeemable financial instrument under the guidance of ASC 480, *Distinguishing Liabilities from Equity*. Given the significance of the transaction, the complexity of the accounting standards involved, and the degree of judgment required by management in determining the appropriate accounting treatment, we identified the evaluation of the amended Series A Preferred Stock as a critical audit matter.\n\n \n\n*How the Critical Audit Matter was Address in the Audit*\n\n* *\n\nOur principal audit procedures to evaluate management’s evaluation included, among other procedures, the following:\n\n \n\n● Assessing the relevant terms of the amended and restated Series A Preferred Stock agreement;\n\n \n\n● Evaluating management’s accounting analysis under ASC 480, including whether the amended terms result in classification as a liability, temporary equity, or permanent equity;\n\n \n\n● Substantively testing all preferred stock issuances during the year;\n\n \n\n● Evaluating the adequacy of the Company’s financial statement disclosures for Preferred Stock.\n\n \n\n/s/ Fruci & Associates II, PLLC\n\n \n\nFruci & Associates II, PLLC – PCAOB ID #05525\n\nWe served as the Company’s auditor from 2019 to 2025.\n\n \n\nSpokane, Washington\n\nJune 24, 2025  \n\n \n\n  F-5  \n\n \n\nUS NUCLEAR CORP. AND SUBSIDIARIES\n\nCONSOLIDATED BALANCE SHEETS\n\nAS OF DECEMBER 31, 2025 AND 2024\n\n \n\n  \n2025  \n2024 \n\nASSETS \n   \n  \n\nCURRENT ASSETS \n   \n  \n\nCash $134,779  $130,840 \n\nAccounts receivable, net  213,700   351,398 \n\nNote receivable  39,966   41,916 \n\nInventories  1,083,083   1,536,014 \n\nPrepaid expenses and other current assets  5,630   10,000 \n\nTOTAL CURRENT ASSETS  1,477,158   2,070,168 \n\n  \n    \n   \n\nProperty and equipment, net  524   1,964 \n\nInvestments  4,539   4,539 \n\nGoodwill  439,662   570,176 \n\nTOTAL ASSETS $1,921,883  $2,646,847 \n\n  \n    \n   \n\nLIABILITIES AND SHAREHOLDERS’ DEFICIT \n    \n   \n\nCURRENT LIABILITIES \n    \n   \n\nAccounts payable $217,440  $256,276 \n\nAccrued liabilities  1,171,321   1,025,954 \n\nAccrued compensation - officers  13,000   13,000 \n\nCustomer deposit  117,496   423,548 \n\nNotes payable  181,924   169,624 \n\nConvertible notes payable, net of debt discount  -   405,403 \n\nNote payable to shareholder  90,330   92,512 \n\nLine of credit  384,630   311,273 \n\nTOTAL CURRENT LIABILITIES  2,176,141   2,697,590 \n\n  \n    \n   \n\nLONG-TERM LIABILITIES \n    \n   \n\nNotes payable  184,433   805,422 \n\nConvertible notes payable  75,000   - \n\nTOTAL LONG-TERM LIABILITIES  259,433   805,422 \n\n  \n    \n   \n\nTOTAL LIABILITIES  2,435,574   3,503,012 \n\n  \n    \n   \n\nCOMMITMENTS & CONTINGENCIES  -   - \n\n  \n    \n   \n\nSHAREHOLDERS’ DEFICIT \n    \n   \n\n  \n    \n   \n\nPreferred stock, $0.0001 par value, 5,000,000 shares authorized:        \n\nPreferred stock, Series A, $0.0001 par value, 10,000 shares authorized, 2,656 and -0- shares issued and outstanding  266   - \n\nPreferred shares to be issued  -   2,006,000 \n\nCommon stock, $0.0001 par value; 100,000,000 shares authorized, 62,822,263 and 52,712,778 shares issued and outstanding  6,283   5,271 \n\nCommon shares to be issued  150,060   45,813 \n\nAdditional paid-in capital  20,478,838   16,763,076 \n\nAccumulated deficit  (21,149,138)  (19,676,325)\n\nTOTAL SHAREHOLDERS’ DEFICIT  (513,691)  (856,165)\n\nTOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT $1,921,883  $2,646,847 \n\n \n\nThe accompanying notes are an integral part of\nthese consolidated financial statements.\n\n \n\n F-6 \n\n \n\nUS NUCLEAR CORP. AND SUBSIDIARIES\n\nCONSOLIDATED STATEMENTS OF OPERATIONS\n\nFOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024\n\n \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nSales $2,168,999  $2,190,398 \n\nCost of sales  1,078,697   1,174,769 \n\nGross profit  1,090,302   1,015,629 \n\n  \n    \n   \n\nOperating expenses: \n    \n   \n\nProfessional fees  396,929   259,566 \n\nOfficer compensation  -   100,000 \n\nPayroll and related expense  453,317   528,835 \n\nSelling, general and administrative expenses  1,048,981   1,662,381 \n\nImpairment loss on goodwill  130,514   - \n\nTotal operating expenses  2,029,741   2,550,782 \n\n  \n    \n   \n\nLoss from operations  (939,439)  (1,535,153)\n\n  \n    \n   \n\nOther income (expense) \n    \n   \n\nInterest expense  (162,180)  (225,476)\n\nIncentive expense  (24,000)  - \n\nLoss on inventory write-down  (589,177)  - \n\nOther income  475,745   20,703 \n\nTotal other income (expense)  (299,612)  (204,773)\n\n  \n    \n   \n\nLoss before provision for income taxes  (1,239,051)  (1,739,926)\n\n  \n    \n   \n\nProvision for income taxes  -   - \n\n  \n    \n   \n\nNet loss $(1,239,051) $(1,739,926)\n\n  \n    \n   \n\nPreferred stock dividends  (234,438)  (74,446)\n\nNet loss attributed to common stockholders $(1,473,489) $(1,814,372)\n\n  \n    \n   \n\nWeighted average shares outstanding - basic and diluted  60,486,788   46,763,793 \n\nLoss per share – basic and diluted $(0.02) $(0.04)\n\n \n\nThe accompanying notes are an integral part of\nthese consolidated financial statements.\n\n \n\n F-7 \n\n \n\nUS NUCLEAR CORP. AND SUBSIDIARIES\n\nCONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’\nEQUITY\n\nFOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024\n\n \n\n  \nCommon\nStock  \nCommon\nStock  \nPreferred\nStock  \nPreferred\nStock  \nAdditional\n\nPaid\nIn  \nAccumulated  \nTotal\n\nShareholders’ \n\n  \nShares  \nAmount  \nPayable  \nShares  \nAmount  \nPayable  \nCapital  \nDeficit  \nEquity \n\nBalance, December 31, 2023  40,173,778  $4,017  $126,000   -  $-  $ -  $16,454,048  $ (18,566,684) $(1,982,619)\n\nIssuance of common stock for services  2,950,000   295                   204,016       204,311 \n\nConversion of convertible notes  7,789,000   779                   371,001       371,780 \n\nCommon shares to be issued for services  1,800,000   180   (126,000)              125,820         \n\nSeries A Preferred Stock to be issued for conversion of debt                      1,878,000           1,878,000 \n\nSeries A Preferred Stock to be issued for cash                      128,000           128,000 \n\nAdoption of ASC 2020-06                          (751,809)  704,731   (47,078)\n\nPreferred stock dividends, payable in common shares          45,813       -           (45,813)    \n\nPreferred stock dividends, payable in cash                              (28,633)  (28,633)\n\nForgiveness of related party debt                          360,000       360,000 \n\nNet income                              (1,739,926)  (1,739,926)\n\nBalance, December 31, 2024  52,712,778  $5,271  $45,813   -  $-  $ 2,006,000  $16,763,076  $ (19,676,325) $(856,165)\n\nIssuance of common stock for cash  1,000,000   100   -   -   -   -   49,900   -   50,000 \n\nIssuance of common stock for services  850,000   85   -   -   -   -   56,015   -   56,100 \n\nConversion of convertible notes  7,247,426   725   -   -   -   -   405,731   -   406,456 \n\nCashless exercise of warrants  1,147,059   115   -   -   -   -   (115)  -   - \n\nIncentive expense on convertible debt  -   -   -   -   -   -   24,000   -   24,000 \n\nWarrants issued for services  -   -   -   -   -   -   524,250   -   524,250 \n\nPreferred stock issued  -   -   -   2,006   201   (2,006,000)  2,005,799   -   - \n\nPreferred stock issued for debt  -   -   -   650   65   -   649,935   -   650,000 \n\nWarrants issued for debt  -   -   -   -   -   -   8,334   -   8,334 \n\nPreferred stock dividends, payable in common shares  -   -   104,247   -   -   -   -   (104,247)  - \n\nPreferred stock dividends, payable in cash  -   -   -   -   -   -   -   (130,190)  (130,190)\n\nRetirement of common stock\n  (135,000)  (13)  -   -   -   -   (8,087)  675   (7,425)\n\nNet income  -   -   -   -   -   -   -   (1,239,051)  (1,239,051)\n\nBalance, December 31, 2025  62,822,263  $6,283  $150,060   2,656  $ 266  $ -  $20,478,838  $ (21,149,138) $(513,691)\n\n \n\nThe accompanying notes are an integral part of\nthese consolidated financial statements.\n\n \n\n F-8 \n\n \n\nUS NUCLEAR CORP. AND SUBSIDIARIES\n\nCONSOLIDATED STATEMENTS OF CASH FLOWS\n\nFOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024\n\n \n\n  \n2025  \n2024 \n\nOPERATING ACTIVITIES \n   \n  \n\nNet loss $(1,239,051) $(1,739,926)\n\nAdjustment to reconcile net loss to net cash used in operating activities: \n    \n   \n\nDepreciation and amortization  1,440   2,253 \n\nBad debt expense  -   - \n\nIssuance of common stock for compensation  56,100   - \n\nIssuance of warrants for services  524,250   204,311 \n\nIssuance of common stock warrants for debt  8,334   - \n\nFinance costs  -   92,500 \n\nIncentive expense  24,000   - \n\nGoodwill impairment  130,514   - \n\n  \n    \n   \n\nChanges in operating assets and liabilities: \n    \n   \n\nAccounts receivable  137,698   (9,227)\n\nNote receivable  1,950   - \n\nInventories  452,931   225,768 \n\nPrepaid expenses and other current assets  4,370   - \n\nAccounts payable  (38,836)  48,347 \n\nAccounts payable - related parties  -   144,000 \n\nAccrued liabilities  43,009   69,720 \n\nAccrued compensation - officers  -   88,000 \n\nCustomer deposits  (306,052)  288,252 \n\nDeferred revenue  -   76,949 \n\nNet cash used in operating activities  (199,343)  (509,053)\n\n  \n    \n   \n\nINVESTING ACTIVITIES \n    \n   \n\nPurchase of property and equipment  -   - \n\nEmployee advance  -   (10,000)\n\nPurchase of property and equipment  -   - \n\nCash paid for investment  -   - \n\nNote receivable  -   (20,767)\n\nNet cash used in investing activities  -   (30,767)\n\n  \n    \n   \n\nFINANCING ACTIVITIES \n    \n   \n\nNet borrowings (repayments) under lines of credit  74,857   - \n\nProceeds from note payable shareholder  79,019   531,100 \n\nRepayments of note payable shareholder  (81,201)  (155,868)\n\nProceeds from convertible note payable  75,000   144,000 \n\nRepayments of convertible note payable  -   (200,000)\n\nProceeds from notes payable  264,000   249,400 \n\nRepayments of notes payable  (221,568)  (178,812)\n\nRetirement of common stock  (7,425)  - \n\nProceeds from issuance of common stock  50,000   - \n\nProceeds from issuance of preferred stock  -   128,000 \n\nCash dividends paid  (29,400)  - \n\nNet cash provided by financing activities  203,282   517,820 \n\n  \n    \n   \n\nNET INCREASE (DECREASE) IN CASH  3,939   (22,000)\n\n  \n    \n   \n\nCASH \n    \n   \n\nBeginning of period $130,840  $152,840 \n\nEnd of period $134,779  $130,840 \n\n  \n    \n   \n\nSupplemental disclosures of cash flow information \n    \n   \n\nTaxes paid $-  $- \n\nInterest paid $164,860  $61,553 \n\nDividends paid $29,400  $- \n\n  \n    \n   \n\nNon-Cash investing and financing activities \n    \n   \n\nConversion of convertible notes\n $406,456  $371,780 \n\nPreferred stock issued for settlement of notes payable $650,000  $1,878,000 \n\nPreferred stock dividends payable in common stock $104,248  $45,813 \n\nPreferred stock dividends payable in cash $130,190  $28,633 \n\nWarrants issued for debt and services $532,584  $- \n\nAccrued compensation in exchange for notes payable $-  $500,000 \n\nAdditional principal as consideration for maturity date extension $-  $92,500 \n\n \n\nThe accompanying notes are an integral part of\nthese consolidated financial statements.\n\n \n\n F-9 \n\n \n\nUS NUCLEAR CORP. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nFOR THE YEARS ENDED DECEMBER 31, 2025 and 2024\n\n \n\nNote 1 – Organization and Basis of Presentation\n\n \n\nOrganization and Line of Business\n\n \n\nUS 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.\n\n \n\nOn 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.\n\n \n\nThe 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.\n\n \n\nBasis of Presentation\n\n \n\nThe accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.\n\n \n\nGoing Concern\n\n \n\nThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company recorded a net loss of $1,239,051 for the year ended December 31, 2025, and had an accumulated deficit of $21,149,138 as of December 31, 2025, which raises substantial doubt about its ability to continue as a going concern.\n\n \n\nThe 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.\n\n \n\nNote 2 – Summary of Significant Accounting Policies\n\n \n\nPrinciples of Consolidation\n\n \n\nThe accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Optron Scientific, 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 inter-company transactions and balances have been eliminated.\n\n \n\nUse of Estimates\n\n \n\nThe 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.\n\n \n\n  F-10  \n\n \n\nUS NUCLEAR CORP. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nFOR THE YEARS ENDED DECEMBER 31, 2025 and 2024\n\n \n\nCash and Cash Equivalents\n\n \n\nCash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. There were no cash equivalents as of December 31, 2025, and 2024.\n\n \n\nConcentration of Credit Risk\n\n \n\nFinancial 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.\n\n \n\nAccounts Receivable\n\n \n\nThe Company maintains reserves for potential credit losses for accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves.  Reserves are recorded based on the Company’s historical collection history in addition to an analysis of future potential credit losses. Management considers the aging of accounts receivable, changes to customer credit ratings, as well as any industry-specific factors and economic growth trends that could impact credit loss estimates. Allowance for doubtful accounts as of December 31, 2025, and 2024 were $4,900 and $5,793, respectively.\n\n \n\nInventories\n\n \n\nInventories are valued at the lower of cost (determined primarily by the average cost method) or net realizable value. Management compares the cost of inventories with the net realizable value and allowance is made for writing down their inventories to net realizable value, if lower. As of December 31, 2025, and 2024, the Company recorded $47,128 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. During the twelve months ending December 31, 2025, the Company began rolling out its plan to migrate manufacturing of its products produced in California to the Overhoff facility in Ohio. As a result, the Company wrote down $589,177 of Optron’s inventory as the cost/benefit of shipping the inventory was not viable. The Company is exploring a means to recover any liquidation value through the sale of the inventory to a third party. If successful in whole or in part, the Company will record proceeds from the sale of the inventory as income on its financial statements.\n\n \n\nProperty and Equipment\n\n \n\nProperty 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:\n\n \n\nFurniture and fixtures   5 years\n\nLeasehold improvement   Lesser of lease life or economic life\n\nEquipment   5 years\n\nComputers and software   5 years\n\n \n\n  F-11  \n\n \n\nUS NUCLEAR CORP. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nFOR THE YEARS ENDED DECEMBER 31, 2025 and 2024\n\n \n\nLong-Lived Assets\n\n \n\nThe Company applies the provisions of Accounting Standards Codification (“ASC”) Topic 360, *Property, Plant, and Equipment*, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review at December 31, 2025, and 2024, the Company believes there was no impairment of its long-lived assets.\n\n \n\nGoodwill\n\n \n\nGoodwill represents the excess of the purchase price over the underlying net assets of businesses acquired. The entire goodwill balance in the accompanying financial statements resulted from the Company’s acquisition of Overhoff Technology Corporation in 2006. The Company complies with ASC 350, *Goodwill and Other Indefinite Lived Intangible Assets*, requiring that an impairment test be performed at least annually. As of December 31, 2025, and 2024, the Company performed the required impairment analysis, resulting in an impairment adjustment of $130,514.  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.\n\n \n\nDerivative Financial Instruments\n\n \n\nThe Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. During the years ended December 31, 2025, and 2024, there were no derivative liabilities associated with our convertible notes payable.\n\n \n\nInvestments\n\n \n\nThe 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.\n\n \n\nFair Value of Financial Instruments\n\n \n\nFor 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.\n\n \n\n  F-12  \n\n \n\nUS NUCLEAR CORP. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nFOR THE YEARS ENDED DECEMBER 31, 2025 and 2024\n\n \n\nWe apply fair value accounting in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, *Fair Value Measurements and Disclosures *(“ASC 820”), which provides the framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820 defines fair value as the exchange price that would have been received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:\n\n \n\n*Level 1 *– Quoted prices in active markets for identical assets or liabilities.\n\n \n\n*Level 2 *– Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable.\n\n \n\n*Level 3 *– Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.\n\n \n\nIn accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value.\n\n \n\nConvertible Preferred Stock\n\n \n\nThe Company has authorized 10,000 shares of Series A Convertible Preferred Stock, each share convertible into 10,000 shares of the Company’s common stock. The preferred stock carries a dividend rate of 6% per annum, payable quarterly within 90 days of the applicable quarter, and 1,200 shares of common stock for each share of Series A titled to each holder. At any time after January 31, 2026, the Company has the right, but is not obligated, to call and redeem any outstanding Series A Preferred for $1,000 per share or to convert each share of Series A Preferred into 10,000 common shares. The Series A Convertible Preferred mature on January 31, 2028, at which time the Company shall convert all Series A Preferred into 10,000 common shares per Preferred.\n\n \n\nThe Company relied upon guidance and accounted for the Series A Convertible Preferred in accordance with ASC 480 and ASC 470 and determined that the Series A Preferred shares would be considered equity transactions. Except for the dividends, the only mandatory payments are the conversions at maturity, however since the conversions are settled in the Company’s own common stock, the Series A Preferred do not meet the criteria for liability classification. The Company also considered the requirement to classify the Series A Convertible Preferred as temporary equity; however, the Series A shares are not redeemable at the holder’s discretion. The Call option rests solely with management of the Company and the mandatory redemption does not necessitate cash payment since the Company has the option to settle in common stock. The Company considered it highly unlikely that it would redeem the shares for cash at maturity.\n\n \n\nRevenue Recognition\n\n \n\nAccounting 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*.\n\n \n\n  F-13  \n\n \n\nUS NUCLEAR CORP. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nFOR THE YEARS ENDED DECEMBER 31, 2025 and 2024\n\n \n\nRevenue from the product sales is recognized under *Topic 606* in a manner that reasonably reflects the delivery of its products to customers in return for expected consideration and includes the following elements:\n\n \n\n  ● executed contracts with the Company’s customers that it believes are legally enforceable;\n\n \n\n  ● identification of performance obligations in the respective contract;\n\n \n\n  ● determination of the transaction price for each performance obligation in the respective contract;\n\n \n\n  ● allocation the transaction price to each performance obligation; and\n\n \n\n  ● recognition of revenue only when the Company satisfies each performance obligation.\n\n \n\nThese five elements, as applied to each of the Company’s revenue category, is summarized below:\n\n \n\n  ● 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.\n\n* *\n\nPayments received before all of the relevant criteria for revenue recognition are satisfied are recorded as customer deposits.\n\n \n\nSales returns and allowances were $32,807 and $0 for the years ended December 31, 2025, and 2024, respectively. The Company provides a one-year warranty on all sales. Warranty expense for the years ended December 31, 2025, and 2024 was insignificant. The Company does not provide unconditional right of return, price protection or any other concessions to its customers.\n\n \n\nSee Note 11 for disclosures of revenue disaggregated by geographical area.\n\n \n\nCustomer Deposits\n\n \n\nCustomer deposits represent cash paid to the Company by customers before the product has been completed and shipped and are considered fully refundable.\n\n \n\nIncome Taxes\n\n \n\nThe 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.\n\n \n\nUnder 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.\n\n \n\nStock-Based Compensation\n\n \n\nThe 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.\n\n \n\n  F-14  \n\n  \n\nUS NUCLEAR CORP. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nFOR THE YEARS ENDED DECEMBER 31, 2025 and 2024\n\n \n\nBasic and Diluted Earnings Per Share\n\n \n\nEarnings per share is calculated in accordance with ASC Topic 260, *Earnings Per Share*. Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding. Diluted EPS is based on the assumption that all dilutive convertible shares and stock warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. As of December 31, 2025, and 2024 there were 10,666,667 and 21,000,000 warrants outstanding, respectively, to purchase shares of common stock. Basic and diluted earnings per share are the same during the years ended December 31, 2025, and 2024 due to the net loss incurred. As of December 31, 2025, the number of potentially dilutive shares issuable on our convertible notes and accrued interest, and convertible Series A preferred was 29,987,066.\n\n \n\nSegment Reporting\n\n \n\nFASB 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 10.\n\n \n\nRelated Parties\n\n \n\nThe 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.\n\n \n\nReclassifications\n\n \n\nCertain prior period amounts were reclassified to conform to the manner of presentation in the current period. These reclassifications had no effect on the net loss or shareholders’ equity.\n\n \n\nRecent Accounting Pronouncements\n\n* *\n\nIn November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07). ASU 2023-07 is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. The main provisions of ASU 2023-07 require a public entity to disclose on an annual and interim basis: (i) significant segment expenses provided to the chief operating decision maker, (ii) an amount representing the difference between segment revenue less segment expenses disclosed under the significant segment expense principle and each reported measure of segment profit or loss and a description of its composition, (iii) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required under Topic 280 in interim periods, (iv) clarify that if the chief operating decision maker uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit, (v) the title and position of the chief operating decision maker and an explanation of how the chief operating decision maker uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources, and (vi) all disclosures required by ASU 2023-07 and all existing segment disclosures under Topic 280 for an entity with a single reportable segment. The new guidance is effective for the fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted ASU 2023-07 as of December 31, 2024, and has determined that this ASU does not have a material effect on the Company’s consolidated financial statements and related disclosures.\n\n \n\n  F-15  \n\n \n\nUS NUCLEAR CORP. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nFOR THE YEARS ENDED DECEMBER 31, 2025 and 2024\n\n \n\nIn December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness of income tax disclosures. The main provisions of ASU 2023-09 require a public entity to disclose on an annual basis (i) specific prescribed categories in the rate reconciliation, (ii) additional information for reconciling items that meet a quantitative threshold, (iii) the amount of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes, (iv) the amount of income taxes paid, net of refunds received, disaggregated by individual jurisdictions in which income taxes paid is equal to greater than 5 percent of total income taxes paid, (v) income or loss from continuing operations before income tax expense or benefit disaggregated between domestic and foreign, and (vi) income tax expense or benefit from continuing operations disaggregated by federal, state, and foreign. ASU 2023-09 also removes certain disclosure requirements related to unrecognized tax benefits and cumulative unrecognized temporary differences. The new guidance is effective for the fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted ASU 2023-09 as of December 31, 2024, and has determined that this ASU does not have a material effect on the Company’s consolidated financial statements and related disclosures.\n\n \n\nIn November 2024, the FASB issued ASU 2024-03, known as the Disaggregation of Income Statement Expenses (DISE) standard (ASC 220-40). This standard requires public business entities (PBEs) to break down certain expense captions in the footnotes to provide investors with a more detailed, transparent view of an entity’s cost structures. The main provisions of ASU 2024-03 require a public entity to disclose on an interim and annual basis (i) the amount of inventory purchased during the period, (ii) total wages, salaries, and benefits, (iii) the depreciation charge for physical assets, (iv) amortization of intangible assets, (v) depletion expenses, (vi) qualitative descriptions of primary items making up un-disaggregated expenses, and (vii) total amount of selling expenses, including what the entity defines as selling expenses. The new guidance is effective for the fiscal years beginning after December 15, 2026. Early adoption is permitted. This ASU will likely result in the required additional disclosures being included in our consolidated financial statements once adopted.\n\n \n\nIn July 2025, the FASB issued ASU 2025-05, *Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets*. This update simplifies how organizations apply the Current Expected Credit Loss (CECL) model to short-term receivables. It allows all entities to use a practical expedient that eliminates the need to forecast future macroeconomic conditions. The standard is effective for fiscal years beginning after December 15, 2025, including interim periods. The Company adopted the practical expedient in Accounting Standards Update (ASU) 2025-05 as of December 31, 2025. In estimating expected credit losses, the Company has elected to assume that current economic conditions at the balance sheet date remain unchanged over the remaining life of the current accounts receivable and contract assets, rather than estimating future changes in economic conditions.\n\n \n\nNote 3 – Inventories\n\n \n\nInventory at December 31, 2025, and 2024 consisted of the following:\n\n \n\n    2025     2024  \n\nRaw materials   $ 543,795     $ 867,260  \n\nWork in Progress     456,938       446,044  \n\nFinished goods     82,350       222,710  \n\nTotal inventories   $ 1,083,083     $ 1,536,014  \n\n \n\nAt December 31, 2025, and 2024 the inventory reserve was $47,128 and $37,351, respectively.\n\n \n\n F-16 \n\n \n\nUS NUCLEAR CORP. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nFOR THE YEARS ENDED DECEMBER 31, 2025 and 2024\n\n \n\nNote 4 – Property and Equipment\n\n \n\nThe following are the details of property and equipment at December 31, 2025, and 2024:\n\n \n\n    2025     2024  \n\nFurniture and fixtures   $ 104,674     $ 104,674  \n\nLeasehold Improvements     50,091       50,091  \n\nEquipment     237,418       237,418  \n\nComputers and software     40,340       40,340  \n\n      432,523       432,523  \n\nLess accumulated depreciation     (431,999 )     (430,559 )\n\nProperty and equipment, net   $ 524     $ 1,964  \n\n \n\nDepreciation expense for the years ended December 31, 2025, and 2024 was $1,440 and $2,253, respectively. At December 31, 2025, and 2024, the Company had $426,659 of fully depreciated property and equipment that is still in use.\n\n \n\nNote 5 – Investments\n\n \n\nMIFTEC\n\n \n\nOn 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 December 31, 2025, and 2024 was $1,000 and $1,000, respectively.\n\n \n\nMIFTI\n\n \n\nIn April 2019, the Company also entered into a Cooperative Agreement with MIFTI whereby the Company acquired certain exclusive manufacturing and supply rights, including thermonuclear fusion-powered reactor for production of electricity per MIFTI designs in return for $500,000, of which $100,000 is payable upon signing, $200,000 within four months of the agreement and $200,000 within nine months of the agreement. The $500,000 is an option to buy a 10% interest in MIFTI for $2,700,000, if completed with 24 months of the agreement date. If the option expires, MIFTI shall issue the Company 500,000 shares of common stock and rescind all other exclusive rights contained in the agreement. The option was rescinded, and the Company received 500,000 shares of MIFTI common stock which represents an ownership of approximately 0.56% for its $500,000 investment. The Company evaluated this investment for impairment and determined that an impairment of $499,000 was necessary during the year ended December 31, 2019. The carrying value of this investment at December 31, 2025, and 2024 was $1,000 and $1,000, respectively.\n\n \n\n  F-17  \n\n \n\nUS NUCLEAR CORP. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nFOR THE YEARS ENDED DECEMBER 31, 2025 and 2024\n\n \n\nMIFTEC & MIFTI MERGER\n\n \n\nOn September 10, 2025, MIFTEC Laboratories, Inc. (“MIFTEC”) and Magneto-Inertial Fusion Technologies, Inc. (“MIFTI”) entered into a merger agreement whereby each share of MIFTEC common stock was converted into the right to receive 0.2 shares of MIFTI common stock. As a result, the Company owns 1,022,710 shares of MIFTI common stock, broken down as follows:\n\n \n\n   \nPre-Merger\n\ncommon\n\nstock\n   \nPost-Merger\n\nMIFTI\n\ncommon\n\nstock\n \n\nMIFTI     622,710       622,710  \n\nMIFTEC     2,000,000       400,000  \n\n      2,622,710       1,022,710  \n\n \n\nGRAPHETON\n\n \n\nOn February 5, 2020, the Company entered into a Stock Purchase Agreement (“SPA”) with Grapheton, Inc., a California corporation (“Grapheton”). The transaction was closed on March 12, 2020. Grapheton is a start-up company that focuses on building energy storage devices, known as supercapacitors, from a new material system. The technology utilized by Grapheton has been proven to provide a compelling advantage in microelectrode arrays with superior electrical and electrochemical properties.\n\n \n\nPursuant to the terms of the SPA, the Corporation will acquire a total of 2,552 shares of Grapheton’s common stock over a two-year period. At closing, the Company was issued at total of 1,452 shares of Grapheton’s common stock for $235,000 and 858,896 shares of the Company’s common stock valued at $601,227.\n\n \n\nIn 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.\n\n \n\nAn 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.\n\n \n\nThe 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.\n\n \n\nInformation regarding Grapheton as of and for the year ended December 31, 2025, is below:\n\n \n\nCurrent assets   $ 13,274  \n\nTotal assets     17,322  \n\nCurrent liabilities     1,793,322  \n\nTotal liabilities     1,793,322  \n\nTotal stockholders’ equity     (1,775,999 )\n\n         \n\nRevenue   $ -  \n\nOperating expenses     (22,730 )\n\nOther expenses    \n(9,338\n)\n\nNet loss     (32,068 )\n\n \n\n  F-18  \n\n \n\nUS NUCLEAR CORP. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nFOR THE YEARS ENDED DECEMBER 31, 2025 and 2024\n\n \n\nThe Company evaluated this investment and recorded a loss attributed to equity investment of $0 during the year ended December 31, 2025. The carrying value of this investment on December 31, 2025 was $0.\n\n \n\nNote 6 – Notes Payable\n\n \n\nIn connection with the acquisition of assets from ECC the Company issued a note payable to the owner of ECC. The note accrued interest at 5% per annum, requires quarterly principal and interest payments of $4,518, and is due on April 15, 2021. At December 31, 2025, and 2024, the amount outstanding under this note payable was $0 and $5,272, respectively.\n\n \n\nOn 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. At December 31, 2025, the amount outstanding under this note payable was $0.\n\n \n\nOn October 12, 2023, the Company entered into a note payable in the amount of $125,000 and included an origination fee of $2,500, which was deducted from the proceeds. The note bears non-annualized interest of $25,000 and 52 payments of $2,885 are to be paid weekly until paid in full. As of December 31, 2024, the note was paid in full.\n\n \n\nOn 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. On September 30, 2025, the principal balance on the Note was converted into 300 shares of the Company’s Series A Convertible Preferred and the interest balance of $16,200 was repaid in cash. At December 31, 2025, the amount outstanding under this note payable was $0.\n\n \n\nOn 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. On September 30, 2025, the principal balance on the Note was converted into 350 shares of the Company’s Series A Convertible Preferred and the interest balance of $18,900 was repaid in cash. As of December 31, 2025, the balance of principal and interest on the Note was $0.\n\n \n\nOn September 30, 2024, the Company’s previous CFO, Richard Landry, agreed to convert $150,000 in accrued compensation owed to him by the Company into a three-year Promissory Note. The Note bears interest of 7.2% per annum, payable quarterly, and matures on October 1, 2027. As of December 31, 2025, the balance of principal and interest on the Note was $147,498.\n\n \n\nOn October 29, 2024, the Company entered into a note payable in the amount of $110,000. The note bears non-annualized interest of $31,900 and 78 payments of $1,819 are to be paid weekly until paid in full. As of December 31, 2025, the balance of principal and interest on the Note was $0.\n\n \n\nOn October 31, 2024, the Company entered into a note payable in the amount of $79,400 and included an origination fee of $2,374. The note bears non-annualized interest of $22,153 and 65 payments of $1,562 are to be paid weekly until paid in full. As of December 31, 2025, the balance of principal and interest on the Note was $4,836.\n\n \n\nOn December 18, 2025, the Company entered into a note payable in the amount of $210,000. The note bears non-annualized interest of $60,900 and 80 payments of $3,386.25 are to be paid weekly until paid in full. As of December 31, 2025, the balance of principal and interest on the Note was $210,000.\n\n \n\nDuring the twelve months ended December 31, 2025, and 2024, the Company received $2,050 and $2,500, respectively, from Cali From Above, a related party. The balance on the note as of December 31, 2025, is $4,550 and is payable on demand and non-interest bearing.\n\n \n\n  F-19  \n\n \n\nUS NUCLEAR CORP. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nFOR THE YEARS ENDED DECEMBER 31, 2025 and 2024\n\n \n\nConvertible Notes\n\n \n\nOn 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.\n\n \n\nOn 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.\n\n \n\nEffective 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)\n\n \n\nOn April 17, 2024, the Holder of the Company’s convertible Notes issued on May 5, 2022, and October 10, 2022, agreed to extend the maturity dates to December 31, 2024, under Amendment #2 of the Notes. In consideration for extending the maturity dates, the principal balance of Note 1 was increased by $50,000 and the principal balance of Note 2 was increased by $20,000. During the twelve months ended December 31, 2025, the Company converted $262,046 in principal and interest in exchange for 4,367,426 shares of common stock and both Notes are paid in full.\n\n \n\nOn December 20, 2024, the Company received $72,000 through Digital Trust, LLC (custodian to an IRA owned by Michael Hastings, our CFO), in connection with a convertible note. The loan has terms of 62 months and accrues interest at 6% per annum, payable quarterly. The note is convertible any time after six months from the effective date and is convertible at a rate of 200,000 common shares per $12,000 of all principal and interest then outstanding. On June 18, 2025, and as an incentive to convert the Note, the Company modified the conversion terms whereby if the Lender delivers written notice of conversion by September 30, 2025, the Lender would be entitled to convert the outstanding balance at a rate of 0.05 divided by the amount converted. The Lender accepted the incentive and on June 23, 2025, the Company issued 1,440,000 common shares to its CFO in satisfaction of $72,000 principal. Upon conversion, the principle on the note was considered paid in full and $2,160 in accrued interest remains outstanding. The Company evaluated the transaction under ASC 470-20 and recognized incentive expense of $12,000, representing the fair value of the added consideration.\n\n \n\nOn December 20, 2024, the Company received $72,000 from a shareholder, in connection with a convertible note. The loan has terms of 62 months and accrues interest at 6% per annum, payable quarterly. The note is convertible any time after six months from the effective date and is convertible at a rate of 200,000 common shares per $12,000 of all principal and interest then outstanding. On June 18, 2025, and as an incentive to convert the Note, the Company modified the conversion terms whereby if the Lender delivers written notice of conversion by September 30, 2025, the Lender would be entitled to convert the outstanding balance at a rate of 0.05 divided by the amount converted. The Lender accepted the incentive and on June 23, 2025, the Company issued 1,440,000 common shares in satisfaction of $72,000 principal. Upon conversion, the principle on the note was considered paid in full and $1,080 in accrued interest remains outstanding. The Company evaluated the transaction under ASC 470-20 and recognized incentive expense of $12,000, representing the fair value of the added consideration.\n\n \n\n  F-20  \n\n \n\nUS NUCLEAR CORP. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nFOR THE YEARS ENDED DECEMBER 31, 2025 and 2024\n\n \n\nOn October 31, 2025, the Company entered into a two-year promissory note for $50,000. The Note bears interest at the rate of 24%, with a lump sum of $75,000 due at Maturity on October 31, 2027. At Maturity, the Lender will have the right to full repayment of the Note or elect to purchase 30,000 common shares of MIFTI common stock currently owned by the Company at $2.50 per share, for a total value of $75,000.\n\n \n\nOn December 18, 2025, the Company entered into a Promissory Note for $25,000. The Note bears interest at 24% annually, with payments of 2% monthly to accrue until paid as a lump sum of $37,500 at Maturity on December 18, 2027. The Lender will have the right at Maturity to purchase 25,000 common shares of MIFTI held by the Company at $1.50 per share for a total of $37,500. If the Lender elects to convert prior to the Maturity Date, the interest owed will be adjusted to reflect the shorter Note term and the share price will be adjusted accordingly so that the Lender receives 25,000 common shares of MIFTI.\n\n \n\nThe following table summarizes certain details related to our outstanding convertible notes:\n\n \n\n    December 31, 2025                    \n\nMaturity Date   Principal\nAmount     Contractual\nInterest     Stated\nInterest Rate     Default\nInterest     Effective\nInterest Rate  \n\nFebruary 20, 2030   $ -     $ 1,080       6 %     12 %     6.17 %\n\nFebruary 20, 2030   $ -     $ 2,160       6 %     12 %     6.17 %\n\nOctober 31, 2027   $ 50,000     $ -       24 %     24 %     26.82 %\n\nDecember 18, 2027   $ 25,000     $ -       24 %     24 %     26.82 %\n\n \n\nDemand Note Payable to Shareholder\n\n \n\nRobert Goldstein, the CEO and majority shareholder, has loaned funds to the Company from time to time to cover general operating expenses. These loans are evidenced by unsecured, non-interest-bearing notes, payable upon demand. During the twelve months ended December 31, 2024, the Company’s majority shareholder loaned $531,100 to the Company and was repaid $155,867. On September 30, 2024, $1,203,000 owed to Mr. Goldstein was converted to 1,203 Series A Convertible Preferred shares of the Company (see Note 9) and $300,000 was forgiven by Mr. Goldstein and was recorded as a credit to additional paid in capital. As of December 31, 2025, and December 31, 2024, the balances due were $90,330 and $92,512, respectively.\n\n \n\nFuture maturities of all loans and notes payable as of December 31, 2025, are as follows:\n\n \n\nYears ended December 31,   December 31,\n2025     December 31,\n2024  \n\n2026   $\n272,254\n    $ 537,190  \n\n2027    \n259,433\n      30,270  \n\n2028     -       944,000  \n\n2029                \n\n2030     -       -  \n\nThereafter                \n\n    $ 531,687     $ 1,511,460  \n\n \n\nNote 7 – Lines of Credit\n\n \n\nAs of December 31, 2025, the Company had three lines of credit with a maximum borrowing amount of $400,000 with interest ranging from 5.5% to 11.5%. As of December 31, 2025, and 2024, the amounts outstanding under these lines of credit were $384,630 and $311,273, respectively.\n\n \n\nNote 8 – Leases\n\n \n\nThe 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.\n\n \n\n  F-21  \n\n \n\nUS NUCLEAR CORP. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nFOR THE YEARS ENDED DECEMBER 31, 2025 and 2024\n\n \n\nThe Company leases its current facilities from Gold Team Inc., a company owned by the Company’s CEO, which owns both the Canoga Park, CA and Milford, Ohio locations. The leases expire annually on April 30 and the Company exercised its renewal option for an additional 12 months. The new lease is not more than 12 months; therefore, the Company has elected the short-term lease exclusion under ASC 842. On October 1, 2024, Gold Team agreed to forego rent on both properties until July 1, 2025, and no lease expense was accrued or paid during the six months ending June 30, 2025. Subsequent to June 30, 2025, the rental rate at the Milford, Ohio location was reduced to $6,000 per month, with the first payment due on July 1, 2025. The lease for the Canoga Park, CA location was renewed on a month-to-month basis and GoldTeam has agreed to continue to forgo any rent at the California facility until further notice by Gold Team. Effective January 1, 2019, the Company adopted the provision of ASC 842 Leases.\n\n \n\nThe lease expense for the twelve months ended December 31, 2025, and 2024 was $36,000 and $162,000, respectively. Cash paid under operating leases during the twelve months ended December 31, 2025, and 2024 was $36,000 and $0, respectively. On September 30, 2024, the cumulative balance payable on the leases was $618,000, of which $300,000 was converted to 300 Series A Convertible Preferred shares of the Company and the remaining balance of $300,000 was converted to a long-term note payable. (see Notes 7 and 10) As of December 31, 2025, the weighted average remaining lease terms were 0.1 years, and the weighted average discount rate was 8%.\n\n \n\nNote 9 – Shareholders’ Equity\n\n \n\n*Common stock*\n\n \n\n  ● 7,247,426 shares of common stock valued at $406,456 in satisfaction of convertible debt and interest; and\n\n \n\n  ● 200,000 shares of common stock to a consultant for services rendered, valued at $13,200. The fair value was determined based on the Company’s stock price on the grant date; and\n\n \n\n  ● 1,000,000 shares of common stock for cash, valued at $50,000. The fair value was determined based on the Company’s stock price on the grant date; and\n\n     \n\n  ● 650,000 shares of common stock valued at $42,900, the fair value on the date of grant, to Mike Hastings, the Company’s CFO and member of the Board, for services; and\n\n     \n\n  ● 1,147,059 shares of common stock for cashless exercise of warrants; and\n\n     \n\n  ● 135,000 shares of common stock were repurchased and retired by the Company for a value of $7,425.\n\n \n\nDuring the twelve months ended December 31, 2024, the Company issued:\n\n \n\n  ● 1,000,000 shares of common stock to its CFO, valued at $94,800; and\n\n \n\n  ● 9,589,000 shares of common stock valued at $371,780 in satisfaction of convertible debt and interest; and\n\n \n\n  ● 1,950,000 shares of common stock to consultants for services rendered valued at $109,411. The fair value was determined based on the Company’s stock price on the grant date; and\n\n \n\n*Convertible Preferred Stock, Series A*\n\n \n\nOn November 27, 2024, the Company amended its Articles of Incorporation to authorize Series A Convertible Preferred Stock. The number of shares constituting such Series A Preferred Stock shall be 10,000 shares, par value of $.0001, out of the 5,000,000 shares, par value of $.0001, of preferred stock authorized by the Corporation in its Certificate of Incorporation. Each share of Series A Preferred Stock shall have a stated value of $1,000 (the “Stated Value”). Each holder of Series A Preferred Stock shall have the right to convert 1 share of Series A Preferred Stock into 10,000 shares of common stock in the Corporation, at the election of the holder by the holder delivering written notice of such conversion to the Board of Directors for the Corporation, pursuant to any procedure established by the Board of Directors. Holders of Series A Preferred Stock shall be entitled to receive an annual dividend, payable quarterly (i.e., every three months in a calendar year), within ninety (90) days of the last day of the applicable quarter, and prorated, where and if necessary, of (a) 6% of the holder’s Stated Value, in the aggregate based on the number of Series A Convertible Shares titled to such holder, in cash, and (b) 1,200 shares of common stock for each share of Series A Preferred stock titled to such holder. Holders of Series A Preferred Stock are entitled to vote on any and all matters submitted to the vote of the common shareholders of the Corporation with each share of Series A Preferred Stock equaling 10,000 shares of shares of common stock on a fully converted basis.\n\n \n\n  F-22  \n\n \n\nUS NUCLEAR CORP. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nFOR THE YEARS ENDED DECEMBER 31, 2025 and 2024\n\n \n\nAs of December 31, 2025, the Company is obligated, but has not yet issued:\n\n \n\n  ● 300 shares of preferred stock to a related party for the conversion of $300,000 in accrued rent payable;\n\n \n\n  ● 375 shares of preferred stock to a related party for the conversion of $375,000 in accrued compensation;\n\n \n\n  ● 1,203 shares of preferred stock to a related party for the conversion of $1,203,000 in shareholder advances.\n\n     \n\n  ● 650 shares of preferred stock to a related party for the conversion of $650,000 in loans payable.\n\n     \n\n  ● 128 shares of preferred stock to a related party for $128,000 in cash.\n\n \n\nAs of December 31, 2025, the Company accrued an aggregate of $129,423 in cash dividends and 3,373,065 common stock dividends at a fair value of $150,060. All current holders of our Series A preferred agreed to defer payment of accrued interest entitled to them through June 30, 2026.\n\n \n\n*Additional Paid in Capital*\n\n \n\nDuring the twelve months ending December 31, 2025, the Company recorded $524,250 to additional paid in capital in recognition of the fair value of warrants issued for services, a reduction to additional paid in capital of $115 for the cashless exercise of warrants by a noteholder, a reduction of $8,087 for the retirement of common shares, $24,000 as an incentive expense for the conversion of debt, and $8,334 for warrants issued for debt.\n\n \n\nDuring the twelve months ending December 31, 2024, the Company recorded $360,000 to additional paid in capital as result of forgiveness of debt by a related party. On September 30, 2024, the transaction date for the converted related party debt to Series A Convertible Preferred, the fair market value was estimated using the Option Pricing Model and the fair value of the underlying shares. Since the estimated fair market value was substantially lower than the liability extinguished and the transaction is not considered an arm’s length transaction, the Company recorded the aggregate value of the liability extinguished as a capital contribution.\n\n \n\n*Retirement of Common Stock*\n\n* *\n\nOn April 2, 2025, the Company repurchased and cancelled 135,000 shares from a shareholder for $7,425, or $0.055 per share. Under the Par Value Method, the Company recorded a credit to retained earnings of $675, representing the gain in the value of the repurchased shares over the original cost, or $0.005 per share.\n\n \n\n*Warrants*\n\n \n\nThe following table summarizes the activity related to warrants:\n\n \n\nOn January 1, 2025, the Company issued two identical cashless warrant agreements for advisory services, entitling each holder to acquire up to 2,500,000 common shares at an exercise price of $0.08 for a three-year term. On the date of issuance, the exercise price was above the fair market value of the underlying shares on the grant date, resulting in no intrinsic value. The fair value at issuance was $394,999. These warrants are equity classified and the fair value at issuance was calculated using the Black Scholes pricing model. No significant unobservable inputs were used in the valuation, and no material adjustments were required. As such, the Company believes the fair value measurement falls within Level 2 of the ASC 820 hierarchy. The specific number of warrants outstanding has not yet been determined but is not expected to exceed the number of shares available for issuance.\n\n \n\nOn April 15, 2025, and as consideration for entering into a $50,000 promissory note (see Note 6), the lender received warrants to purchase 166,667 shares of common stock of the Company at $0.06 per share with a value of $10,000 (20% of the Note value) for a period of two years. The fair value at issuance was $8,334. These warrants are equity classified and the fair value at issuance was calculated using the Black Scholes pricing model. No significant unobservable inputs were used in the valuation, and no material adjustments were required. As such, the Company believes the fair value measurement falls within Level 2 of the ASC 820 hierarchy.\n\n \n\n  F-23  \n\n \n\nUS NUCLEAR CORP. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nFOR THE YEARS ENDED DECEMBER 31, 2025 and 2024\n\n \n\nOn April 11, 2025, the Company entered into a two-year Warrant agreement with the operations manager at the Company’s Overhoff division. The Agreement allows the Holder to exercise the warrant, in whole or in part, by cash or cashless exercise, for 200,000 shares of common stock. The warrant shares will vest, provided the Holder remains continuously employed by the Company through each applicable vesting date: (1) 25% of the warrant shares will vest on the first anniversary of the date of this warrant, and (2) the remaining 75% will vest in equal monthly installments over the following twelve months. If the Holder breaches any fiduciary duty, confidentiality obligation, or other duty of loyalty to the Company at any time following the exercise of this warrant, the Company shall have the right to cancel any warrant shares not yet sold or transferred by the Holder, and /or require the Holder to repay to the Company any and all gains realized from the sale, transfer, or other disposition of warrant shares within a period of one year prior to such breach. Under ASC 718, *Stock Compensation*, the Company is required to recognize the fair value of these warrants as compensation expense over the vesting period on a straight-line basis. The warrants are equity classified and the fair value at issuance was calculated using the Black Scholes pricing model. No significant unobservable inputs were used in the valuation, and no material adjustments were required. The fair value on the date of grant was $9,800 and the Company recorded $1,539 as stock compensation expense. On October 20, 2025, the Board of Directors approved the cancellation “for cause” of all warrants associated with the Agreement and the $1,539 stock compensation expenses has been reversed.\n\n \n\nOn June 6, 2025, the Company issued 1,147,059 common shares to a third party in a cashless exercise of 1,147,059 warrants.\n\n \n\nOn September 1, 2025, the Company issued five identical cashless warrant agreements for services, entitling each holder to acquire an aggregate of 5,500,000 common shares at an exercise price of $0.06 for a three-year term. On the date of issuance, the exercise price was above the fair market value of the underlying shares on the grant date, resulting in no intrinsic value. The fair value at issuance was $129,250. These warrants are equity classified and the fair value at issuance was calculated using the Black Scholes pricing model. No significant unobservable inputs were used in the valuation, and no material adjustments were required. As such, the Company believes the fair value measurement falls within Level 2 of the ASC 820 hierarchy.\n\n \n\nThe Company’s warrants are classified as equity, and their value is carried in the additional paid-in capital account in the stockholders’ equity section of the balance sheet. The following table summarizes the activity related to warrants outstanding:\n\n \n\n                Weighted        \n\n          Weighted     Average        \n\n          Average     Remaining     Aggregate  \n\n    Warrants     Exercise     Contractual     Intrinsic  \n\n    Outstanding     Price     Life     Value  \n\nOutstanding, December 31, 2023     1,000,000     $ 0.05       4.86     $ -  \n\nGranted     -                          \n\nForfeited     -                          \n\nExercised     -                          \n\nOutstanding, December 31, 2024     1,000,000     $ 0.04       3.78     $ 39,000  \n\nGranted     11,013,726                          \n\nForfeited     (200,000 )                        \n\nExercised     (1,147,059 )                        \n\nOutstanding, December 31, 2025     10,666,667     $ 0.07       2.33     $ -  \n\nExercisable, December 31, 2025     10,666,667     $ 0.07       2.33     $ -  \n\n \n\n  F-24  \n\n \n\nUS NUCLEAR CORP. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nFOR THE YEARS ENDED DECEMBER 31, 2025 and 2024\n\n \n\nThe following table summarizes information about outstanding and exercisable warrants as of December 31, 2025:\n\n \n\nNumber of\n\nWarrants\n    Exercise Price  \n\n  5,666,667     $ 0.06  \n\n  5,000,000       0.08  \n\n  10,666,667          \n\n \n\nNote 10 – Segment Reporting\n\n \n\nASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company has two reportable segments: Optron and Overhoff. Optron is located in Canoga Park, California and Overhoff is located in Milford, Ohio. The assets and operations of the Company’s acquisition of the assets of Electronic Control Concepts are included with Overhoff in the table below.\n\n \n\nAlthough the reportable segments use similar production processes for the Company’s hardware and software products and services, each one is managed separately to better align with the type of product manufactured. Our Optron facility produces radiation monitors, while the Overhoff facility manufactures tritium monitors. Both facilities offer calibration and repair services to the respective monitor systems or devices. The Company currently evaluates the performance of its reportable segments based on net sales and operating income. The Company’s Chief Operating Decision Maker (CODM) does not utilize any additional profit/loss metrics or any detailed asset allocations as part of the overall analysis, as the Company does not currently have these specific details available for review. While efforts are being made to enhance our internal metrics and reporting processes, currently, a complete suite of expense metrics for evaluating the effectiveness of our resource allocation across all segments is not fully operational. We are exploring project management tools and centralized platforms to integrate data from various sources and improve visibility into resource utilization. For each reporting segment, the Manager of Operations reports to the CODM, who is the Company’s CEO, Robert Goldstein.\n\n \n\nThe following tables summarize the Company’s segment information for the years ending December 31, 2025, and 2024:\n\n \n\n    Years Ended\nDecember 31,  \n\n    2025     2024  \n\nSales            \n\nOptron   $ 439,805     $ 154,013  \n\nOverhoff     1,729,194       2,036,385  \n\nCorporate     -       -  \n\n    $ 2,168,999     $ 2,190,398  \n\n                 \n\nGross profit                \n\nOptron   $ 57,739     $ (178,630 )\n\nOverhoff     1,032,563       1,194,258  \n\nCorporate     -       -  \n\n    $ 1,090,302     $ 1,015,628  \n\n                 \n\nIncome (loss) from operations                \n\nOptron   $ (245,124 )   $ (1,169,160 )\n\nOverhoff     247,479       169,394  \n\nCorporate     (941,794 )     (535,387 )\n\n    $ (939,439 )   $ (1,535,153 )\n\n                 \n\nInterest Expenses                \n\nOptron   $ 33,319     $ 9,285  \n\nOverhoff    \n78,873\n      31,752  \n\nCorporate     49,988       184,439  \n\n    $\n162,180\n    $ 225,476  \n\n                 \n\nNet income (loss)                \n\nOptron   $ (867,619 )   $ (1,178,445 )\n\nOverhoff     168,674       158,345  \n\nCorporate     (540,783 )     (719,826 )\n\n    $ (1,239,728 )   $ (1,739,926 )\n\n \n\n  F-25  \n\n \n\nUS NUCLEAR CORP. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nFOR THE YEARS ENDED DECEMBER 31, 2025 and 2024\n\n \n\n    As of December 31,  \n\n    2025     2024  \n\nTotal Assets            \n\nOptron   $ 88,497     $ 789,416  \n\nOverhoff     1,828,103       1,836,834  \n\nCorporate     5,283       20,597  \n\n    $ 1,921,883     $ 2,646,847  \n\n                 \n\nGoodwill                \n\nOptron   $ -     $ -  \n\nOverhoff     439,662       570,176  \n\nCorporate     -       -  \n\n    $ 439,662     $ 570,176  \n\n \n\nNote 11 – Geographical Sales\n\n \n\nNet geographical sales are based on the location of customers of both reportable segments. Operating income for each geographic segment consists of net sales to third parties. The geographical information provided to the Company’s chief operating decision maker for the purpose of making decisions and assessing segment performance excludes asset information.\n\n \n\nThe geographical distribution of the Company’s sales for the years ended December 31, 2025, and 2024 is as follows:\n\n \n\n    2025     2024  \n\nGeographical sales            \n\nNorth America   $ 1,998,628     $ 1,668,963  \n\nAsia     48,884       380,352  \n\nSouth America     -       19,698  \n\nOther     121,487       121,385  \n\n    $ 2,168,999     $ 2,190,398  \n\n \n\nNote 12 – Concentrations\n\n \n\nFor the year ended December 31, 2025, two customers accounted for more than 10% of the Company sales at 49.97%. At December 31, 2025, two customers accounted for more than 10% of the accounts receivable balance, 47.42%, and 19.92%, respectively.\n\n \n\nFor the year ended December 31, 2024, one customer accounted for more than 10% of the Company sales at 18.93%. At December 31, 2024, four customers accounted for more than 10% of the accounts receivable balance, 29.1%, 27.6%, 14.4%, and 13.2%, respectively.\n\n \n\nNo vendors accounted for more than 10% of the Company’s purchases for the years ended December 31, 2025, and 2024.\n\n \n\nNote 13 – Income Taxes\n\n \n\nAt December 31, 2025, and 2024, the significant components of the deferred tax assets are summarized below:\n\n \n\n    2025     2024  \n\n             \n\nApproximate net operating loss carry forwards   $ 17,136,000     $ 16,036,000  \n\n                 \n\nDeferred tax assets:                \n\nFederal net operating loss   $ 3,598,551     $ 3,367,515  \n\nState net operating loss     1,197,826       1,116,797  \n\nTax credit     49,740       49,740  \n\nGoodwill     (112,285 )     (148,373 )\n\nTotal deferred tax assets     4,733,832       4,385,679  \n\nLess valuation allowance     (4,733,832 )     (4,385,679 )\n\n    $ -     $ -  \n\n \n\n  F-26  \n\n \n\nUS NUCLEAR CORP. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nFOR THE YEARS ENDED DECEMBER 31, 2025 and 2024\n\n \n\nThe valuation allowance increased by $349,838 in 2025 and increased by $52,934 in 2024. The Company generated additional net operating losses for the twelve months ended December 31, 2025, of $1,106,590. The valuation allowance in 2024 was adjusted to true-up to the tax returns as filed through December 31, 2023. The Company’s remaining tax credit carryforwards of $49,740 begin to expire in 2027 and its net operating loss carryforward of approximately $17,142,000 begins to expire in 2027.\n\n \n\nIncome tax expense reflected in the consolidated statements of income consist of the following for 2025 and 2024:\n\n \n\n    2025     2024  \n\nCurrent                \n\nFederal   $ -     $ -  \n\nState     -       -  \n\n      -       -  \n\nDeferred                \n\nFederal     -       -  \n\nState     -       -  \n\n      -       -  \n\nIncome tax expense   $ -     $ -  \n\n \n\nThe reconciliation of the effective income tax rate to the federal statutory rate for the years ended December 31, 2025, and 2024 is as follows:\n\n \n\n    2025     2024  \n\n             \n\nFederal income tax rate     21.0 %     21.0 %\n\nState tax, net of federal benefit     6.0 %     6.0 %\n\nNet operating losses     -27.5 %     -27.5 %\n\nPermanent differences     -0.1 %     -1.0 %\n\nAmortization of goodwill     -2.8 %     0.0 %\n\nEffective income tax rate     -3.4 %     -1.5 %\n\n \n\nThe Company files income tax returns in the U.S. federal jurisdiction, and various state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2020.\n\n \n\nThe Company periodically evaluates the likelihood of the realization of deferred tax assets and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors.\n\n \n\nFuture changes in the unrecognized tax benefit will have no impact on the effective tax rate due to the existence of the valuation allowance. The Company will continue to classify income tax penalties and interest as part of general and administrative expense in its consolidated statements of operations. As of December 31, 2025, and 2024, penalties and interest accrued on unpaid payroll taxes were $6,419 and $72,953, respectively. The Company is currently working with the IRS to negotiate an installment agreement or settlement on the unpaid federal employment taxes.\n\n \n\n F-27 \n\n \n\nUS NUCLEAR CORP. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nFOR THE YEARS ENDED DECEMBER 31, 2025 and 2024\n\n \n\nNote 14 – Related Party Transactions\n\n \n\nThe 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 twelve months ended December 31, 2025, and 2024 was $36,000 and $162,000, respectively. As of December 31, 2025, and 2024, amounts payable to Gold Team Inc. in connection with the above leases was $0. (See Note 8).\n\n \n\nDuring the twelve months ending December 31, 2025, the Company received an aggregate of $65,000 in loans from its CFO and repaid $65,000 in the same period.\n\n \n\nAs of December 31, 2025, and 2024, the Company had accrued compensation payable to its CEO of $13,000 and $13,000, respectively. On September 30, 2024, the Company’s CEO, Robert Goldstein, converted $350,000 into a note payable and $375,000 into Series A Convertible Preferred stock of the Company (See Note 6 and 9).\n\n \n\nOn September 30, 2025, the Company’s CEO converted a $300,000 note payable into 300 Series A Convertible Preferred stock of the Company. (See Note 9)\n\n \n\nOn September 30, 2025, Gold Team Inc., a company principally owned by the Company’s CEO, converted a $350,000 note payable into 350 Series A Convertible Preferred stock of the Company. (See Note 9)\n\n \n\nOn December 1, 2025, the Board of Directors approved monthly salaries to its Chief Executive Officer and Chief Financial Officer for $4,000 and $2,000, respectively. Salaries will be accrued, beginning on January 1, 2026, but not be paid until future authorization by the Board.\n\n \n\nDuring the year ended December 31, 2024, the Company’s prior CFO, Richard Landry, agreed to forgive $60,000 of the $210,000 owed to him for accrued compensation and converted the balance of $150,000 to a note payable. (See Note 8)\n\n \n\nDuring the year ended December 31, 2024, the Company’s CFO, Michael Hastings, invested an aggregate of $200,000 through Digital Trust, LLC (custodian to an IRA owned by Michael Hastings, our CFO), of which $72,000 was a convertible promissory note (See Note 6) and $128,000 was in the form of a subscription agreement that granted Mr. Hastings 128 Preferred, Series A shares of the Company (See Note 9).\n\n \n\nNote 15 – Subsequent Events\n\n \n\nManagement 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:\n\n \n\nOn March 31, 2026, the Company entered into a note payable in the amount of $27,000 with a third party. The note bears non-annualized interest of $7,560 and 67 payments of $516 are to be paid weekly until paid in full.\n\n \n\nOn April 10, 2026, the Company entered into a note payable in the amount of $200,000 with a related party. The note bears interest at 11.24% per annum and matures on April 10, 2056, with monthly payments of $2,057 due monthly.\n\n \n\nOn April 16, 2026, Michael Pope notified the Company of his decision to resign as a member of the Board of Directors of the Company. Mr. Pope’s decision to resign was to pursue other opportunities and did not result from any disagreement with the Company regarding any matter relating to our operations, policies, or practices.\n\n \n\n F-28 \n\n \n\n15(a)(2). Financial Statement Schedules.\n\n \n\nNone.\n\n \n\n15(a)(3). Exhibits.\n\n \n\n \n \n \n \n \n \nIncorporated\nby reference\n\nExhibit\n \nExhibit\nDescription\n \nFiled\n\nherewith\n \nForm\n \nPeriod\n\nending  \n \nExhibit\n \n \nFiling\n\ndate\n\n3.1\n \n[Certificate\nof Incorporation](http://www.sec.gov/Archives/edgar/data/1543623/000126246312000046/exhibit31.htm)\n \n \n \n10\n \n \n \n3.1\n \n03/02/2012\n\n3.2\n \n[By-Laws](http://www.sec.gov/Archives/edgar/data/1543623/000126246312000046/bylaws.htm)\n \n \n \n10\n \n \n \n3.2\n \n03/02/2012\n\n3.3\n \n[Amendment\nto Certificate of Incorporation](http://www.sec.gov/Archives/edgar/data/1543623/000126246312000216/apex3certofdissolutionamend.htm)\n \n \n \n8-K\n \n \n \n3.3\n \n05/29/2012\n\n3.4\n \n[Certificate\nof Designation of Preferred Shares](http://www.sec.gov/Archives/edgar/data/1543623/000121390024103353/ea022159201ex3-4_usnuclear.htm)\n \n \n \n10-Q\n \n \n \n3.4\n \n11/22/2024\n\n4.1\n \n[Specimen\nStock Certificate](http://www.sec.gov/Archives/edgar/data/1543623/000126246312000046/stockcertificate.htm)\n \n \n \n10\n \n \n \n4.1\n \n03/02/2012\n\n4.2\n \n[Description of Securities](ea029467801ex4-2.htm)\n \nX\n \n \n \n \n \n \n \n \n\n10.1\n \n[Robert\nI. Goldstein Employment Agreement](http://www.sec.gov/Archives/edgar/data/1543623/000126246314001029/ex101.htm)\n \n \n \n10-Q\n \n \n \n10.1\n \n11/11/2014\n\n10.2\n \n[Forgiveness\nof Debt and Conversion Agreement](http://www.sec.gov/Archives/edgar/data/1543623/000126246314001029/ex102.htm)\n \n \n \n10-Q\n \n \n \n10.2\n \n11/11/2014\n\n23.2\n \n[Consent\nof Independent Auditor](http://www.sec.gov/Archives/edgar/data/1543623/000121390022040449/ea163102ex23-2_usnuclear.htm)\n \n \n \nS-1/A\n \n \n \n23.2\n \n7/20/2022\n\n31.1\n \n[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](ea029467801ex31-1.htm)\n \nX\n \n \n \n \n \n \n \n \n\n31.2\n \n[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](ea029467801ex31-2.htm)\n \nX\n \n \n \n \n \n \n \n \n\n32.1\n \n[Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](ea029467801ex32-1.htm)\n \nX\n \n \n \n \n \n \n \n \n\n32.2\n \n[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](ea029467801ex32-2.htm)\n \nX\n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n\n101.INS\n \nInline XBRL Instance Document\n \nX\n \n \n \n \n \n \n \n \n\n101.SCH\n \nInline XBRL Taxonomy Extension Schema Document\n \nX\n \n \n \n \n \n \n \n \n\n101.CAL\n \nInline XBRL Taxonomy Extension Calculation Linkbase\nDocument\n \nX\n \n \n \n \n \n \n \n \n\n101.DEF\n \nInline XBRL Taxonomy Extension Definition Linkbase\nDocument\n \nX\n \n \n \n \n \n \n \n \n\n101.LAB\n \nInline XBRL Taxonomy Extension Label Linkbase Document\n \nX\n \n \n \n \n \n \n \n \n\n101.PRE\n \nInline XBRL Taxonomy Extension Presentation Linkbase\nDocument\n \nX\n \n \n \n \n \n \n \n \n\n104\n \nCover Page Interactive Data File (formatted as Inline\nXBRL and contained in Exhibit 101)\n \nX\n \n \n \n \n \n \n \n \n\n \n\n 30 \n\n \n\nSIGNATURES\n\n \n\nPursuant to the requirements of Section 13 or\n15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,\nthereunto duly authorized.\n\n \n\nDate: June 22, 2026\nUS Nuclear Corp.\n\n \n \n \n\n \nBy:\n/s/ Robert\nI. Goldstein\n\n \n \nRobert I. Goldstein\n\n \n \n\nPresident, Chief Executive Officer,\n\nChairman of the Board of Directors\n\n \n\nPursuant to the requirements of the Securities\nExchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and\non the dates indicated.\n\n \n\nDate: June 22, 2026\nUS Nuclear Corp\n\n \n \n \n\n \nBy:\n*/s/ Michael\nHastings*\n\n \n \n\nChief Financial Officer\n\nBoard of Directors\n\n \n\n 31"}