{"url_path":"/sec/ucle/10-k/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors","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":7013,"has_tables":true,"body_markdown":"ITEM 1A. Risk Factors\n\n \n\nRisks Related to Our Business and Industry\n\n* *\n\nOur business is intensely competitive, and our revenues are unpredictable\nas a small company.\n\n* *\n\nWe compete with a formidable group of competitors\nin our business, many of which have greater resources and capabilities than our company. There are numerous companies that have established\nbusinesses and command larger market share such as Thermo Fisher Scientific, Canberra Industries, and Mirion Technologies, Ludlum Measurements,\nSmiths Detection and Lab Impex Systems Ltd. Many of these companies have products and services that compete directly with ours and many\nof them are supported with larger marketing budgets and sales staff that can provide stronger sales coverage and support to customers\nthan our capabilities. Furthermore, competitors may have technological advantages and may be able to implement new technologies more\nrapidly than our Company. Additionally, to the extent of our bookings, we cannot accurately predict to a large degree of certainty what\nannual revenues and income outlook may be. Due to our relatively small size, many factors may contribute to differences in the future\nand therefore cannot be assured in any manner. The market for nuclear radiation safety equipment is dependent upon a number of factors\nbeyond the Company’s control, which cannot be accurately predicted. Some of these factors include pricing, competition from new\nentrants, newer technologies, market regulation and government policy, as well as overall market demand. Other factors include fossil\nfuel energy prices that may have an effect upon nuclear energy demand. Lower oil, natural gas, and coal prices may result in less favorable\ndecisions to pursue nuclear energy as a source of energy.  \n\n \n\n 5 \n\n \n\nWe rely heavily on our ability to attract\ninternational customers for business and expect to continue to rely on our ability to attract international customers in the future.\n\n \n\nOur international revenues were 7.85% of our\ntotal revenue in 2025. This was a decrease of 15.97% from 2024 and was a result of management’s inability to field new orders and\ninquiries and engage new customers overseas. We believe that South Korea, Japan and Australia in the Southeast Asian region, and France,\nGermany and other countries in Eastern and Western Europe, should be major contributors to our growth in revenues over the next few years.\nWhile we maintain steady revenues domestically, the international side of our business may be a larger component as nuclear technology\nand rapid development for clean energy grows abroad. There can be no assurances as to our growth projections and our risk profile as\nwe depend upon increased foreign customers for business growth.\n\n \n\nGovernment Regulation\n\n \n\nAlthough the sales of our equipment are not generally\nregulated by any local or federal government agency, the nuclear power industry itself is highly regulated by the Nuclear Regulatory\nCommission. As an independent agency of the United States government, the NRC is responsible for overseeing reactor safety, security,\nreactor licensing, renewal, radioactive material safety, and spent fuel disposal. The effects of the NRC’s policies therefore have\nan effect on our business. The impact of any negative decision in the nuclear power industry will ultimately affect us. We may also be\naffected by foreign government policy and regulation not covered by the NRC.\n\n \n\nNuclear Power, Fossil Fuel and Renewal Energy\n\n \n\nWhile the conventional Fission based nuclear\npower industry is a key component of the generation of electricity in the world, there are new technologies in both fission and fusion\nreactors, that are transforming the entire industry. SMR (Small Modular Reactors) are much less expensive to build and operate, while\nbeing much safer as well. This technology should be available over the next 3-5 years and is expected to be the fastest growing source\nof nuclear power generation in the next decade and beyond.\n\n \n\nThe current landscape of nuclear power according\nto the Nuclear Regulatory Commission, or NRC, states that as of May 2023, there were 32 countries worldwide operating 436 nuclear reactors\nin operation in the world, with 57 new reactors under construction in 11 countries. Within the United States, there are 93 nuclear power\nplants providing 19% of the country’s total electric energy generation. Additionally, 28 of the 50 US states generate electricity\nfrom nuclear power plants, and four states, New Hampshire, South Carolina, Connecticut, and Illinois rely on nuclear power for more than\n50 percent of their electricity.\n\n \n\nRecent estimates indicate that the United States\nproduced approximately 30% of the world’s gross nuclear-generated electricity in 2023 with France at 18%, China 16%, Japan 9% Russia\n8%, South Korea 7%, and the rest of the world at 11%. However, only two conventional nuclear power plants were under construction in\n2023, the Vogtle Plants, in eastern Georgia. Overall, about 30 countries are considering, planning, or starting nuclear power programs.\nThese range from sophisticated economies to developing nations. Bangladesh, Egypt and Turkey are all constructing their first nuclear\npower plants. In July 2022, the European Parliament endorsed labeling all nuclear energy projects “green”, allowing them\naccess to loans and subsidies. In the context of emissions, nuclear power is considered to be green and clean. It produces zero carbon\nemissions and does not produce other noxious greenhouse gases. It is difficult to predict if these plans domestically and internationally\nwill materialize or be postponed indefinitely were negative market forces to develop.\n\n \n\nNuclear Fusion Power Research and Prototypes\n\n \n\nWhile it will be some years before commercial\nfusion power plants will be supplying electricity, already in 2023, the US Department of energy (DOE) lists 124 active fusion power laboratories\nworking to make energy by fusing Tritium and Deuterium, resulting in a growing market for Tritium detection equipment.\n\n \n\nOpponents to Nuclear Energy are formidable\ndue to concerns over safety.\n\n \n\nMaintaining the demand for our products and future\ngrowth in demand will depend in part upon continued acceptance of nuclear technology as a means of generating electricity. In many cases,\ncountries have embraced nuclear technology because alternate means of energy have either been at a high cost with heavy pollution, or\nother means have not been practical. However, incidents involving nuclear energy production, such as overheating reactors, radiation\nleaks and reactor melt-downs, can cause a significant decrease in public acceptance of nuclear technology. Events at the Fukushima Daiichi\nnuclear complex in Japan on March 11, 2011 may have adverse long-term effects in some countries decision to either continue using nuclear\npower or suspend its nuclear power program. While the long-term impact is unclear, several countries have suspended operations at existing\nnuclear power plants. Specifically, on May 30, 2011, Germany announced that in addition to the permanent closure of eight reactors\nand with only three nuclear power plants left with a license to operate at full capacity, the nuclear phase out in Germany is almost\ncomplete. Switzerland has made a policy decision to phase out of their 5 reactors by 2034. Italy, while not having any operating reactors,\nhas implemented a moratorium on nuclear power. The ultimate results of these safety reviews and/or public resistance to nuclear technology\nmay lead to suspension or cancellation of permitting and development activities, license extensions of existing nuclear facilities, and\npossibly even the closure of operating nuclear facilities by one or more countries. Lack of public acceptance of nuclear technology would\nadversely affect the demand for nuclear power and therefore demand for radiation detection equipment. \n\n \n\n 6 \n\n \n\nContinued growth of CANDU reactors and rapid\ndevelopment of next generation Molten Salt (MSR) and Liquid-Fluoride Thorium Reactors (LFTR).\n\n \n\nThe Company relies on continued growth and orders\nfrom CANDU reactors (Canada Deuterium Uranium), and rapid development of the next generation of nuclear reactors called Molten Salt Reactors,\n(MSR) and Liquid-Fluoride Thorium Reactors (LFTR), for its tritium-based equipment. MSR and LFTR are new types of reactors that utilize\nthorium as a fuel rather than traditional uranium or plutonium. Thorium is a more abundant element than uranium. Many countries with\nheavy energy needs such as China have begun to adopt MSR and LFTR programs. However, the numbers of these types of reactors are still\nsmall in numbers and there can be no assurances that they will ever reach large numbers capable of sustaining rapid growth and development\nfor nuclear-radiation safety products such as our tritium equipment. If CANDU reactors experience adverse events such as long-term inactivity\ndue to political or environmental concerns, or economic issues, and if MSR and LFTR reactors fail to develop beyond its current growth\nforecasts worldwide, the Company will experience lower demand for its products which would have an adverse effect on the Company’s\nsales and profitability.\n\n \n\nFailure to make accretive acquisitions and successfully integrate\nthem could adversely affect our future financial results.\n\n \n\nAs part of our growth strategy, we plan to seek,\nwhen management deems advantageous to the Company, to acquire complementary (including competitive) businesses, facilities or technologies\nand enter into joint ventures.  Our goal is to make such acquisitions, integrate these acquired assets into our operations and reduce\noperating expenses.  The process of integrating these acquired assets into our operations may result in unforeseen operating difficulties\nand expenditures and may absorb significant management attention that would otherwise be available for the ongoing development of our\nbusiness.  We cannot assure you that the anticipated benefits of any acquisitions will be realized.  In addition, future acquisitions\nby us could result in potentially dilutive issuances of equity securities, the incurrence of debt and contingent liabilities and amortization\nexpenses related to goodwill and other intangible assets, any of which can materially and adversely affect our operating results and\nfinancial position.  Acquisitions also involve other risks, including entering geographic markets in which we have no or limited\nprior experience and the potential loss of key employees.\n\n \n\nWe have filed a provisional patent for our\nproduct based on our tritium products but hold no current patents on our products, and our business employs proprietary technology and\ninformation which may be difficult to protect and may infringe on the intellectual property rights of third parties.\n\n* *\n\nIn general, we rely primarily on a combination\nof trade secrets, copyright and trademark laws, and confidentiality procedures to protect our technology. Due to the technological change\nthat characterizes our business, we believe that the improvement of existing products, reliance upon trade secrets and unpatented proprietary\nknow-how and the development of new products are generally as important as patent protection in establishing and maintaining a competitive\nadvantage.\n\n \n\nWe have currently filed a provisional utility-type\npatent on our tritium products to protect our intellectual property, but currently rely on trade secrets, proprietary know-how and technology\nthat we seek to protect, in part, by confidentiality agreements with prospective joint venture partners, employees and consultants.  We\ncannot assure you that these agreements will not be breached, that we will have adequate remedies for any breach, or that our trade secrets\nand proprietary know-how will not otherwise become known or be independently discovered by others. Other than the provisional patent,\nwe currently do not hold patents from the United States Patent and Trademark Office on any of our products we manufacture. Our success\ndepends, in part, on our ability to keep competitors from reverse engineering our products, maintain trade secrecy and operate without\ninfringing on the proprietary rights of third parties.  We cannot assure you that the patents of others will not have an adverse\neffect on our ability to conduct our business, that any of our trade secrets and applications will be protected, that we will develop\nadditional proprietary technology that is defensible against theft or will provide us with competitive advantages or will not be challenged\nby third parties.  Further, we cannot assure you that others will not independently develop similar or superior technologies, duplicate\nelements of our technology or design around it.\n\n \n\nIt is possible that we may need to acquire licenses\nto, or to contest the validity of, issued or pending patents or claims of third parties. We cannot assure you that any license\nacquired under such patents would be made available to us on acceptable terms, if at all, or that we would prevail in any such contest.\nIn addition, we could incur substantial costs in defending ourselves in suits brought against us for alleged infringement of another\nparty’s patents or in defending the validity or enforceability of any patents we may seek in the future, or in bringing patent\ninfringement suits against other parties.\n\n \n\n 7 \n\n \n\nIn December, 2013, we were granted a registered\ntrademark of the US Nuclear Corp name and logo from the United States Patent and Trademark Office and consider it important to the protection\nof our US Nuclear Corp brands. We have not been, nor are we currently involved in or aware of any litigation regarding any of our intellectual\nproperty.\n\n \n\nOur failure to obtain capital may significantly restrict our proposed\noperations.\n\n \n\nWe will need to raise more capital to expand\nour business. It is anticipated that we will require an additional capital raise of $5 million dollars over the next twelve months to\nfund our business plans. Future sources of capital may not be available to us when we need it or may be available only on unacceptable\nterms. \n\n \n\nWe are subject to the risk that certain key\npersonnel, including key employees named below, on whom we depend, in part, for our operations, will cease to be involved with us.  The\nloss of any these individuals would adversely affect our financial condition and the results of our operations.\n\n* *\n\nWe are dependent on the experience, knowledge,\nskill and expertise of our President and CEO Robert I. Goldstein. We are also in large part dependent on current CFO, Michael Hastings.\nThe loss of any of the key personnel listed above could materially and adversely affect our future business efforts. Our success depends\nin substantial part upon the services, efforts and abilities of Robert I. Goldstein, our Chairman and Chief Executive Officer, due to\nhis experience, history and knowledge of the nuclear radiation industry and his overall insight into our business direction. The loss\nor our failure to retain Mr. Goldstein, or to attract and retain additional qualified personnel, could adversely affect our operations.\n We do not currently carry key-man life insurance on Mr. Goldstein or any of our officers and have no present plans to obtain this\ninsurance.  See “Management.” \n\n \n\nThe loss of any of our executive officers could adversely affect\nour business.\n\n* *\n\nWe depend to a large extent on the efforts and\ncontinued employment of our executive officers. The loss of any executive officer could adversely disrupt our operations.\n\n \n\nCompetition from other radiation detection\nor related companies could result in a decrease of our business and a decrease in our financial performance.\n\n \n\nWe operate in a highly competitive industry.\nMany of our current and potential competitors, including larger multinational companies, domestic manufacturing companies with multiple\nproduct lines in radiation detection products have existed longer and have larger customer bases, greater brand recognition and significantly\ngreater financial, marketing, personnel, technical and other resources than US Nuclear Corp. In addition, many of these competitors may\nbe able to devote significantly greater resources to:\n\n \n\n \n●\nresearch and development\nof new products\n\n \n\n \n●\nattracting and retaining\nkey employees;\n\n \n\n \n●\nmaintaining a large budget\nfor marketing and promotional expenses\n\n \n\n \n●\nproviding more favorable\ncredit terms to suppliers and channel distributors\n\n* *\n\nRegulations, including those contained in\nand issued under the Sarbanes-Oxley Act of 2002 (“SOX”) and the Dodd–Frank Wall Street Reform and Consumer Protection\nAct of 2010 (“Dodd-Frank”), increase the cost of doing business and may make it difficult for us to retain or attract qualified\nofficers and directors, which could adversely affect the management of our business and our ability to obtain or retain listing of our\nCommon Stock.\n\n \n\nWe are a public company.  The current regulatory\nclimate for public companies, even smaller reporting companies such as ours, may make it difficult or prohibitively expensive to attract\nand retain qualified officers, directors and members of board committees required to provide for our effective management in compliance\nwith the rules and regulations which govern publicly-held companies, including, but not limited to, certifications from executive officers\nand requirements for financial experts on boards of directors. The perceived increased personal risk associated with these changes may\ndeter qualified individuals from accepting these roles. For example, the enactment of the Sarbanes-Oxley Act of 2002 has resulted\nin the issuance of a series of rules and regulations and the strengthening of existing rules and regulations by the SEC.  Further,\nproposed regulations under Dodd-Frank heighten the requirements for board or committee membership, particularly with respect to an individual’s\nindependence from the corporation and level of experience in finance and accounting matters. We may have difficulty attracting\nand retaining directors with the requisite qualifications. If we are unable to attract and retain qualified officers and directors, the\nmanagement of our business could be adversely affected.\n\n \n\n 8 \n\n \n\nLimitations on director and officer liability\nand our indemnification of our officers and directors may discourage stockholders from bringing suit against a director.  \n\n \n\nOur Certificate of Incorporation and By-Laws\nprovide, with certain exceptions as permitted by Delaware corporation law, that a director or officer shall not be personally liable\nto us or our stockholders for breach of fiduciary duty as a director, except for acts or omissions which involve intentional misconduct,\nfraud or knowing violation of law, or unlawful payments of dividends. These provisions may discourage stockholders from bringing suit\nagainst a director for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by stockholders on our\nbehalf against a director. In addition, our Certificate of Incorporation and By-Laws provide for mandatory indemnification of directors\nand officers to the fullest extent permitted by governing state law.\n\n* *\n\nWe may incur a variety of costs to engage\nin future acquisitions of companies, products or technologies, to grow our business, to expand into new markets, or to provide new services.\n As such, the anticipated benefits of those acquisitions may never be realized.\n\n \n\nIt is management’s intention to acquire\nother businesses to grow our customer base, to expand into new markets, and to provide new product lines. We may make acquisitions\nof, or significant investments in, complementary companies, products or technologies, although no additional material acquisitions or\ninvestments are currently pending. Acquisitions may be accompanied by risks such as: \n\n \n\n \n☐\ndifficulties in assimilating\nthe operations and employees of acquired companies;\n\n \n\n \n☐\ndiversion of our management’s attention from\nongoing business concerns;\n\n \n\n \n☐\nour potential inability\nto maximize our financial and strategic position through the successful incorporation of acquired technology and rights into our\nproducts and services;\n\n \n\n \n☐\nadditional expense associated with amortization of\nacquired assets;\n\n \n\n \n☐\nadditional expense associated with understanding and\ndevelopment of acquired business;\n\n \n\n \n☐\nmaintenance and implementation of uniform standards,\ncontrols, procedures and policies; and\n\n \n\n \n☐\nimpairment of existing\nrelationships with employees, suppliers and customers as a result of the integration of new management employees.\n\n \n\nWe must attract and retain skilled personnel.\n If we are unable to hire and retain technical, sales and marketing, and operational employees, our business could be harmed.\n\n \n\nOur revenues are generated by the sales of our\nradiation detection products from our direct sales, sales to catalogs, distributors and to a lesser extent, our website. Our ability\nto manage our growth will be particularly dependent on our ability to develop and retain an effective sales force and qualified technical\nand managerial personnel. We intend to hire additional employees, including engineers, sales and marketing employees and operational\nemployees. The competition for engineers, qualified sales, technical, and managerial personnel in the technology and manufacturing\ncommunity, is intense, and we may not be able to hire and retain sufficient qualified personnel. In addition, we may not be able\nto maintain the quality of our operations, control our costs, maintain compliance with all applicable regulations, and expand our internal\nmanagement, technical, information and accounting systems in order to support our desired growth, which could have an adverse impact\non our operations. \n\n \n\nOur failure to manage growth effectively could\nharm our ability to attract and retain key personnel and adversely impact our operating results.\n\n \n\nThere can be no assurance that we will be able\nto manage our expansion through acquisitions effectively. Our current and planned personnel, systems, procedures and controls may not\nbe adequate to support and effectively manage our future operations, especially as we employ personnel in multiple geographic locations.\nWe may not be able to hire, train, retain, motivate and manage required personnel, which may limit our growth, damage our reputation\nand negatively affect our financial performance and harm our business. \n\n \n\n 9 \n\n \n\nIf we obtain financing, existing shareholder interests may be diluted.\n\n \n\nIf we raise additional funds by issuing equity\nor convertible debt securities, the percentage ownership of our shareholders will be diluted. In addition, any new securities could have\nrights, preferences and privileges senior to those of our common stock. Furthermore, we cannot assure you that additional financing will\nbe available when and to the extent we require or that, if available, it will be on acceptable terms.\n\n \n\nRisks Related to Our Common Stock\n\n \n\nOur stock price may be volatile or may decline\nregardless of our operating performance, and the price of our common stock may fluctuate significantly.\n\n \n\nThe market price of our common stock may fluctuate\nsignificantly in response to a number of factors, most of which we cannot control, including:\n\n* *\n\n \n☐\ncompetition from other\nradiation detection companies or related businesses;\n\n \n\n \n☐\nchanges in government regulations,\ngeneral economic or market conditions or trends in our industry or the economy as a whole and, in particular, in the nuclear power\nindustry;\n\n \n\n \n☐\nchanges in key personnel;\n\n \n\n \n☐\nentry into new geographic markets;\n\n \n\n \n☐\nactions and announcements\nby us or our competitors or significant acquisitions, divestitures, strategic partnerships, joint ventures or capital commitments;\n\n \n\n \n☐\nchanges in operating performance\nand stock market valuations of other radiation detection and related companies;\n\n \n\n \n☐\ninvestors’\nperceptions of our prospects and the prospects of the nuclear power industry;\n\n \n\n \n☐\nfluctuations in quarterly\noperating results, as well as differences between our actual financial and operating results and those expected by investors;\n\n \n\n \n☐\nthe public’s response\nto press releases or other public announcements by us or third parties, including our filings with the SEC;\n\n \n\n \n☐\nannouncements relating\nto litigation;\n\n \n\n \n☐\nfinancial guidance, if\nany, that we provide to the public, any changes in this guidance or our failure to meet this guidance;\n\n \n\n \n☐\nchanges in financial estimates\nor ratings by any securities analysts who follow our common stock, our failure to meet these estimates or failure of those analysts\nto initiate or maintain coverage of our common stock;\n\n \n\n \n☐\nthe development and sustainability\nof an active trading market for our common stock;\n\n \n\n \n☐\nfuture sales of our common\nstock by our officers, directors and significant stockholders; and\n\n \n\n \n☐\nchanges in accounting principles\naffecting our financial reporting.\n\n* *\n\nThese and other factors may lower the market\nprice of our common stock, regardless of our actual operating performance.\n\n \n\nThe stock markets and trading facilities, including\nthe OTC Bulletin Board, have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices\nof equity securities in many companies. In the past, stockholders of some companies have instituted securities class action litigation\nfollowing periods of market volatility. If we were involved in securities litigation, we could incur substantial costs and our resources\nand the attention of management could be diverted from our business.\n\n* *\n\n 10 \n\n* *\n\nOur Common Stock is subject to risks arising\nfrom restrictions on reliance on Rule 144 by shell companies or former shell companies.\n\n* *\n\nUnder a regulation of the SEC known as “Rule\n144,” a person who has beneficially owned restricted securities of an issuer and who is not an affiliate of that issuer may sell\nthem without registration under the Securities Act provided that certain conditions have been met. One of these conditions is that such\nperson has held the restricted securities for a prescribed period, which will be 6 months or 1 year, depending on various factors. The\nholding period for our common stock would be 1 year if our common stock could be sold under Rule 144. However, Rule 144 is unavailable\nfor the resale of securities issued by an issuer that is a shell company (other than a business combination related shell company) or\nthat has been at any time previously a shell company. The SEC defines a shell company as a company that has (a) no or nominal operations\nand (b) either (i) no or nominal assets, (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any\namount of cash and cash equivalents and nominal other assets. Until the merger, we were a shell company.\n\n \n\nThe SEC has provided an exception to this unavailability\nif and for as long as the following conditions are met:\n\n \n\n \n¨\nThe issuer of the securities\nthat was formerly a shell company has ceased to be a shell company,\n\n \n\n \n¨\nThe issuer of the securities\nis subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act,\n\n \n\n \n¨\nThe issuer of the securities\nhas filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter\nperiod that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and\n\n \n\n \n¨\nAt least one year has elapsed\nfrom the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not\na shell company known as “Form 10 Information.”\n\n \n\nIf securities or industry analysts do not\npublish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.\n\n* *\n\nThe trading market for our common stock will\ndepend in part on the research and reports that securities or industry analysts publish about us or our business. We do not currently\nhave and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage\nof our company, the trading price for our common stock would be negatively impacted. If we obtain securities or industry analyst coverage\nand if one or more of the analysts who cover us downgrades our common stock or publishes inaccurate or unfavorable research about our\nbusiness, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us\nregularly, demand for our common stock could decrease, which could cause our stock price and trading volume to decline.\n\n* *\n\nOur management and other affiliates have significant\ncontrol of our Common Stock and could control our actions in a manner that conflicts with the interests of other stockholders.\n\n* *\n\nOur executive officers, directors and their affiliated\nentities together beneficially own approximately 33.5% of our Common Stock. As a result, these stockholders, acting together, will be\nable to exercise considerable influence over matters requiring approval by our stockholders, including the election of directors, and\nmay not always act in the best interests of other stockholders. Such a concentration of ownership may have the effect of delaying or\npreventing a change in our control, including transactions in which our stockholders might otherwise receive a premium for their shares\nover then current market prices.\n\n \n\n 11 \n\n \n\nPenny Stock Considerations\n\n \n\nOur shares likely will be “penny stocks”\nas that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00. Our\nshares thus will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions\ninvolving a penny stock.\n\n \n\nUnder the penny stock regulations, a broker-dealer\nselling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination\nregarding the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale. Generally, an individual\nwith a net worth in excess of $1,000,000 or annual income exceeding $200,000 individually or $300,000 together with his or her spouse\nis considered an accredited investor. In addition, under the penny stock regulations the broker-dealer is required to:\n\n \n\n \n¨\nDeliver, prior to any transaction\ninvolving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market,\nunless the broker-dealer or the transaction is otherwise exempt;\n\n \n\n \n¨\nDisclose commissions payable\nto the broker-dealer and our registered representatives and current bid and offer quotations for the securities;\n\n \n\n \n¨\nSend monthly statements\ndisclosing recent price information pertaining to the penny stock held in a customer’s account, the account’s value and\ninformation regarding the limited market in penny stocks; and\n\n \n\n \n¨\nMake a special written\ndetermination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement\nto the transaction, prior to conducting any penny stock transaction in the customer’s account.\n\n \n\nFailure to achieve and maintain effective\ninternal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on our business\nand operating results. In addition, current and potential stockholders could lose confidence in our financial reporting, which could\nhave an adverse effect on our stock price.\n\n \n\nEffective internal controls are necessary for\nus to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent\nfraud, our operating results could be harmed.\n\n \n\nDuring the course of our testing, we may identify\ndeficiencies which we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with\nthe requirements of Section 404. In addition, if we fail to maintain the adequacy of our internal accounting controls, as such\nstandards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis\nthat we have effective internal controls over financial reporting in accordance with Section 404. Failure to achieve and maintain\nan effective internal control environment could cause us to face regulatory action and also cause investors to lose confidence in our\nreported financial information, either of which could have an adverse effect on our stock price.\n\n \n\nWe do not expect to pay any cash dividends\nfor the foreseeable future.\n\n \n\nThe continued operation and growth of our business\nwill require substantial cash. Accordingly, we do not anticipate that we will pay any cash dividends on shares of our Common Stock for\nthe foreseeable future. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will\ndepend upon our results of operations, financial condition, contractual restrictions relating to indebtedness we may incur, restrictions\nimposed by applicable law and other factors our Board of Directors deems relevant. Investors seeking cash dividends in the foreseeable\nfuture should not purchase our Common Stock.\n\n \n\nOTC Bulletin Board Qualification for Quotation\n\n \n\nOn February 6, 2015, we were issued our ticker\nsymbol, UCLE on the OTC Bulletin Board from FINRA. On March 20, 2015, we were approved for DTC eligibility by the Depository Trust and\nClearing Corporation,) (“DTCC”).\n\n \n\nHolders\n\n \n\nAs of the date of this 10-K, we had 53 holders of record of our Common\nStock.\n\n \n\n 12 \n\n \n\nQuantitative and Qualitative Disclosures about\nMarket Risk\n\n \n\nWe have entered into derivative financial instruments\nsuch as futures contracts, options and swaps, forward foreign exchange contracts or interest rate swaps and futures. In 2022, we entered\ninto two convertible debt instruments that included stock purchase warrants. Though there were no derivatives associated with the Notes,\nthe instruments are affected by changes in market interest rates. We believe that adequate controls are in place to monitor any hedging\nactivities. While we do have significant sales outside the United States, all of our sales are settled with US currency, and we do not\ncurrently own assets and operate facilities in countries outside the United States and, consequently, we are not affected by foreign\ncurrency fluctuations or exchange rate changes. Overall, we believe that our exposure to interest rate risk and foreign currency\nexchange rate changes is not material to our financial condition or results of operations.\n\n \n\nOff-Balance Sheet Arrangements\n\n \n\nWe have not entered into any off-balance sheet\narrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition,\nrevenues or expenses, results of operations, liquidity, capital expenditures or capital resources.\n\n \n\nCritical Accounting Policies\n\n \n\nOn April 5, 2012, the JOBS Act was signed\ninto law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies.\nAs a “smaller reporting company,” we have the option to delay adoption of new or revised accounting standards until those\nstandards would otherwise apply to private companies, until the earlier of the date that (i) we are no longer a smaller reporting\ncompany or (ii) we affirmatively and irrevocably opt out of the extended transition period for complying with such new or revised\naccounting standards. We have elected to opt out of this extended transition period. As noted, this election is irrevocable.\n\n \n\nOur financial statements and related public financial\ninformation are based on the application of accounting principles generally accepted in the United States (“US GAAP”). US\nGAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact\non the assets, liabilities, revenues and expenses amounts reported. These estimates can also affect supplemental information contained\nin our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates\nand underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical\nexperience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially\nfrom these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation\nof our financial statements, which include Goodwill and accounts receivable.\n\n \n\nWe suggest that our significant accounting policies,\nas described in our financial statements in the Summary of Significant Accounting Policies (Note 2), be read in conjunction with this\nManagement’s Discussion and Analysis of Financial Condition and Results of Operations.\n\n \n\nRecent Accounting Pronouncements\n\n  \n\nOn November 4, 2024, the FASB issued an ASU No.\n2024-03, Disaggregation of Income Statement Expenses (“ASU 2024 03”) to improve the disclosures about a public business entity’s\nexpenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense\ncaptions (such as cost of sales; selling, general, and administrative expenses; and research and development). In January 2025, the FASB\nissued ASU No. 2025-01, Clarifying the Effective Date (“ASU 2025-01”). The amendments, as clarified by ASU 2025-01, are effective\nfor annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning\nafter December 15, 2027. Early adoption is permitted. The amendments in this ASU should be applied either (1) prospectively to financial\nstatements issued for reporting periods after the effective date of the ASU or (2) retrospectively to any or all prior periods presented\nin the financial statements. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its consolidated\nfinancial statement presentation or disclosures.\n\n \n\n 13 \n\n \n\nIn January 2025, the FASB issued ASU 2025-01\nIncome Statement-Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). The FASB issued ASU 2024-03\non November 4, 2024-03 states that the amendments are effective for public business entities for annual reporting periods beginning after\nDecember 15, 2026, and interim reporting periods beginning after December 15, 2027. Following the issuance of ASU 2024-03, the FASB was\nasked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred\nto as non-calendar year-end entities). Because of how the effective date guidance was written, a non-calendar year-end entity may have\nconcluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period, rather\nthan in annual reporting period. The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear that all public business\nentities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and\ninterim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the\nimpact that the adoption of ASU 2025-01 will have on its consolidated financial statement presentation or disclosures.\n\n \n\nIn July 2025, the FASB issued ASU No. 2025-05,\nFinancial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which is intended\nto simplify how companies measure credit losses on short-term accounts receivable and contract assets. The amendments in the ASU add\na practical expedient, whereby a company assumes that current conditions as of the balance sheet date do not change for the remaining\nlife of the asset. The new standard is effective for annual reporting periods beginning after December 31, 2025, and interim reporting\nperiods withing those annual reporting periods, with early adoption permitted. The Company is currently evaluating the new standard and\ndoes not expect this ASU to have a material effect on the Company’s consolidated financial statements and related disclosures.\n\n \n\nIn August 2020, the Financial Accounting Standards\nBoard (“FASB”) issued guidance (ASC 2020-06), which simplifies the accounting for certain financial instruments with characteristics\nof liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, the\nguidance removes the liability and equity separation models for convertible instruments. Instead, entities will account for convertible\ndebt instruments wholly as debt unless convertible instruments contain features that require bifurcation as a derivative or that result\nin substantial premiums accounted for as paid-in capital. The guidance also requires the application of the if-converted method to calculate\nthe impact of convertible instruments on diluted earnings per share. The guidance is effective for fiscal years beginning after December\n15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020, and can be adopted on either a retrospective\nor modified retrospective basis. We adopted this guidance on January 1, 2024, using the modified retrospective approach whereby amounts\npreviously reported have not been revised. Upon adoption we recognized a decrease to additional paid-in capital of $751,809, an increase\nto long-term debt of $47,078, and a cumulative-effect adjustment to accumulated deficit of $704,731.\n\n \n\nIn November 2023, the Financial Accounting Standards\nBoard (FASB) issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment\nDisclosures (ASU 2023-07). ASU 2023-07 is intended to improve reportable segment disclosures, primarily through enhanced disclosures\nabout significant segment expenses. The main provisions of ASU 2023-07 require a public entity to disclose on an annual and interim basis:\n(i) significant segment expenses provided to the chief operating decision maker, (ii) an amount representing the difference between segment\nrevenue less segment expenses disclosed under the significant segment expense principle and each reported measure of segment profit or\nloss and a description of its composition, (iii) provide all annual disclosures about a reportable segment’s profit or loss and\nassets currently required under Topic 280 in interim periods, (iv) clarify that if the chief operating decision maker uses more than\none measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, a public entity\nmay report one or more of those additional measures of segment profit, (v) the title and position of the chief operating decision maker\nand an explanation of how the chief operating decision maker uses the reported measure of segment profit or loss in assessing segment\nperformance and deciding how to allocate resources, and (vi) all disclosures required by ASU 2023-07 and all existing segment disclosures\nunder Topic 280 for an entity with a single reportable segment. The new guidance is effective for the fiscal years beginning after December\n15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted\nASU 2023-07 as of December 31, 2024, and has determined that this ASU does not have a material effect on the Company’s consolidated\nfinancial statements and related disclosures.\n\n \n\n 14 \n\n \n\nIn December 2023, the FASB issued ASU No. 2023-09,\nIncome Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision usefulness\nof income tax disclosures. The main provisions of ASU 2023-09 require a public entity to disclose on an annual basis (i) specific prescribed\ncategories in the rate reconciliation, (ii) additional information for reconciling items that meet a quantitative threshold, (iii) the\namount of income taxes paid, net of refunds received, disaggregated by federal, state, and foreign taxes, (iv) the amount of income taxes\npaid, net of refunds received, disaggregated by individual jurisdictions in which income taxes paid is equal to greater than 5 percent\nof total income taxes paid, (v) income or loss from continuing operations before income tax expense or benefit disaggregated between\ndomestic and foreign, and (vi) income tax expense or benefit from continuing operations disaggregated by federal, state, and foreign.\nASU 2023-09 also removes certain disclosure requirements related to unrecognized tax benefits and cumulative unrecognized temporary differences.\nThe new guidance is effective for the fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted\nASU 2023-09 as of December 31, 2024, and has determined that this ASU does not have a material effect on the Company’s consolidated\nfinancial statements and related disclosures.\n\n \n\nControl by Management\n\n \n\nAs of December 31, 2025, management currently\nowns 33.5% of all the issued and outstanding capital stock of the Company. Consequently, due to our CEO and CFO also being board members,\nmanagement has significant ability to control the operations of the Company and will have the ability to control substantially all matters\nsubmitted to stockholders for approval, including:\n\n \n\n \n●\nElection of the board of\ndirectors;\n\n \n\n \n●\nRemoval of any directors;\n\n \n\n \n●\nAmendment of the Company’s\ncertificate of incorporation or bylaws; and\n\n \n\n \n●\nAdoption of measures that\ncould delay or prevent a change in control or impede a merger, takeover or other business combination.\n\n \n\nThis Report Contains Forward-Looking Statements\nand Information Relating to Us, Our Industry and To Other Businesses."}