US Nuclear Corp. 2026年Q1净亏损18.7万美元，现金流紧张

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended MARCH 31, 2026

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

Commission file number: 000-54617

(Exact name of registrant as specified in its charter)

7051 Eton Avenue

Canoga Park, CA 91303

(Address of principal executive offices)

(818) 883-7043

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

The number of shares of the Registrant’s common stock outstanding as of October 2, 2026, was 62,822,263.

TABLE OF CONTENTS

i

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

US NUCLEAR CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

1

US NUCLEAR CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

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

2

US NUCLEAR CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

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

3

US NUCLEAR CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

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

4

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Note 1 – Organization and Basis of Presentation

Organization and Line of Business

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

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

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

Interim financial statements

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

These statements reflect all adjustment, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2025, and notes thereto included in the Company’s annual report on Form 10-K filed on June 25, 2026. The Company follows the same accounting policies in the preparation of interim reports. Results of operations for the interim period are not indicative of annual results.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company recorded a net loss of $187,086 for the three months ended March 31, 2026, and had an accumulated deficit of $21,424,243 as of March 31, 2026, which raises substantial doubt about its ability to continue as a going concern. 

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

Note 2 – Summary of Significant Accounting Policies

Principles of Consolidation 

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

Use of Estimates

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

5

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. There were no cash equivalents as of March 31, 2026, and December 31, 2025.

Concentration of Credit Risk

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

Accounts Receivable

The Company maintains reserves for potential credit losses for accounts receivable. Management reviews the composition of accounts receivable and 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 March 31, 2026, and December 31, 2025, were $4,900 and $4,900, respectively.

Inventories

Inventories are valued at the lower of cost (determined primarily by the average cost method) or net realizable value. Management compares the cost of inventories with the net realizable value and allowance is made for writing down their inventories to net realizable value, if lower. As of March 31, 2026, and December 31, 2025, the Company recorded $47,128 and $47,128, 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. 

6

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025

Property and Equipment

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

Long-Lived Assets

The Company applies the provisions of Accounting Standards Codification (“ASC”) Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review at March 31, 2026, and December 31, 2025, the Company believes there was no impairment of its long-lived assets.

Goodwill

Goodwill 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, 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. 

Derivative Financial Instruments

The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. During the three months ended March 31, 2026, and December 31, 2025, there were no derivative liabilities associated with our convertible notes payable.

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US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025

Investments

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

Fair Value of Financial Instruments

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

Convertible Preferred Stock

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

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

Revenue Recognition

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

Revenue 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:

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US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025

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

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

Sales returns and allowances were $6,625 and $0 for the three months ended March 31, 2026, and 2025, respectively. The Company provides a one-year warranty on all sales. Warranty expense for the three months ended March 31, 2026, and 2025 was insignificant. The Company does not provide unconditional right of return, price protection or any other concessions to its customers.

See Notes 10 and 11 for disclosures of revenue disaggregated by geographical area and product line.

Customer Deposits

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

Income Taxes

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

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

Stock-Based Compensation

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

9

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025

Basic and Diluted Earnings Per Share

Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share. Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding.

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

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

Segment Reporting

FASB ASC Topic 280, Segment Reporting, requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has two reportable segments. See Note 10. 

10

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025

Related Parties

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

Reclassifications

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

Recent Accounting Pronouncements 

In 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.

In 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.

Note 3 – Inventories

Inventory as of March 31, 2026, and December 31, 2025, consisted of the following:

As of March 31, 2026, and December 31, 2025, the inventory reserve was $37,351 and $37,351, respectively.

Note 4 – Property and Equipment

The following are the details of property and equipment as of March 31, 2026, and December 31, 2025:

Depreciation expense for the three months ended March 31, 2026, and 2025 was $524 and $1,304, respectively. At March 31, 2026, and December 31, 2025, the Company had $364,589 of fully depreciated property and equipment that is still in use.

11

US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025

Note 5 – Investments

MIFTEC

On August 3, 2018, the Company closed an agreement by and among, MIFTEC Laboratories, Inc. (“MIFTEC”), a licensee of Magneto-Inertial Fusion Technologies, Inc., (“MIFTI”), and the Company. MIFTEC is a licensee of MIFTI radionuclide technology. MIFTEC will engage the Company to manufacture equipment pursuant to MIFTEC’s specifications and designs and have the Company as a sales representative for the manufactured equipment. The Company will be the exclusive manufacturer and supplier to MIFTEC of equipment in North America and Asia. In addition, the Company received a 10% ownership interest in MIFTEC. The consideration for the exclusive manufacturing rights and a 10% ownership interest in MIFTEC was $500,000 and 300,000 shares of the Company’s common stock valued at $594,000. The fair value was determined based on the Company’s stock price on August 3, 2018. The Company recorded the value of the 10% interest in MIFTEC at $10,000 and recorded $1,084,000 as the acquisition of manufacturing and supply rights in the accompanying consolidated statement of operations during the year ended December 31, 2018. The Company evaluated this investment for impairment and determined that an impairment of $9,000 was necessary during the year ended December 31, 2019. The carrying value of this investment at March 31. 2026, and December 31, 2025, was $1,000 and $1,000, respectively.

MIFTI

In April 2019, the Company also entered into a Cooperative Agreement with MIFTI whereby the Company acquired certain exclusive manufacturing and supply rights, including thermonuclear fusion-powered reactor for production of electricity per MIFTI designs in return for $500,000, of which $100,000 is payable upon signing, $200,000 within four months of the agreement and $200,000 within nine months of the agreement. The $500,000 is an option to buy a 10% interest in MIFTI for $2,700,000, if completed with 24 months of the agreement date. If the 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 March 31, 2026, and December 31, 2025, was $1,000 and $1,000, respectively. 

MIFTEC & MIFTI MERGER

On 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:

GRAPHETON

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

Pursuant to the terms of the SPA, the Corporation will acquire a total of 2,552 shares of Grapheton’s common stock over a two-year period. At closing, the Company was issued 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.

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

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

The Company currently owns 35.2% of Grapheton and accounts for its investment in Grapheton using the equity method of accounting in accordance with ASC 323.

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US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025

Information regarding Grapheton for the three months ended March 31, 2026, is below:

The Company evaluated this investment and recorded a loss attributed to equity investment of $0 during the three months ended March 31, 2026. The carrying value of this investment on March 31, 2026, was $0. 

Note 6 – Notes Payable

In connection with the acquisition of assets from ECC the Company issued a note payable to the owner of ECC. The note accrued interest at 5% per annum, requires quarterly principal and interest payments of $4,518, and is due on April 15, 2021. At March 31, 2026, and December 31, 2025, the amount outstanding under this note payable was $0 and $5,272, respectively.

On December 26, 2020, a line of credit held by the company had matured and based on the terms of the line of credit agreement was converted to a note payable upon demand. The obligation accrues interest at the rate of $10.89 per day until the bank receives full payment. As of December 31, 2025, the amount outstanding under this note payable was $0.

On September 30, 2024, the Company entered into a Promissory Note with Gold Team Inc., a company owned by the Company’s CEO, in the amount of $300,000. The Note bears interest of 7.2% per annum, payable quarterly, and matures on October 1, 2027. 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. As of December 31, 2025, the amount outstanding under this note payable was $0.

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

On September 30, 2024, the Company’s previous CFO, Richard Landry, agreed to convert $150,000 in accrued compensation owed to him by the Company into a three-year Promissory Note. The Note bears interest of 7.2% per annum, payable quarterly, and matures on October 1, 2027. As of March 31, 2026, the balance of principal and interest on the Note was $144,900.

On October 29, 2024, the Company entered into a note payable in the amount of $110,000. The note bears non-annualized interest of $31,900 and 78 payments of $1,819 are to be paid weekly until paid in full. As of December 31, 2025, the balance of principal and interest on the Note was $0.

On October 31, 2024, the Company entered into a note payable in the amount of $79,400 and included an origination fee of $2,374. The note bears non-annualized interest of $22,153 and 65 payments of $1,562 are to be paid weekly until paid in full. As of March 31, 2026, the balance on the Note was $0.

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

On 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 March 31, 2026, the balance of principal and interest on the Note was $175,875.

During 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 March 31, 2026, is $4,550 and is payable on demand and non-interest bearing.

On March 31, 2026, the Company entered into a note payable in the amount of $27,000. The note bears non-annualized interest of $7,560 and 67 payments of $516 are to be paid weekly until paid in full. As of March 31, 2026, the balance of principal and interest on the Note was $27,000. 

The following table summarizes the current and long-term portion of notes payable as of March 31, 2026:

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US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025

Convertible Notes

On 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 ending 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.

On 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 as of March 31, 2026. The Company evaluated the transaction under ASC 470-20 and recognized incentive expense of $12,000, representing the fair value of the added consideration.

On December 20, 2024, the Company received $72,000 from a shareholder, in connection with a convertible note. The loan has terms of 62 months and accrues interest at 6% per annum, payable quarterly. The note is convertible any time after six months from the effective date and is convertible at a rate of 200,000 common shares per $12,000 of all principal and interest then outstanding. 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 as of March 31, 2026. The Company evaluated the transaction under ASC 470-20 and recognized incentive expense of $12,000, representing the fair value of the added consideration.

On 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.

On 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.

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

Demand Notes Payable to Shareholders

Robert Goldstein, the CEO and majority shareholder, has loaned funds to the Company from time to time to cover general operating expenses. These loans are evidenced by unsecured, non-interest-bearing notes, payable upon demand. As of March 31, 2026, and December 31, 2025, the balance owed was $90,330 and $90,330, respectively.

Michael Hastings, the CFO, 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. As of March 31, 2026, and December 31, 2025, the balance owed was $5,231 and $0, respectively.

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US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025

Future maturities of all loans and notes payable as of March 31, 2026, and December 31, 2025, are as follows:

Note 7 – Lines of Credit 

As of March 31, 2026, the Company had three lines of credit with a maximum borrowing amount of $500,000 with interest ranging from 5.5% to 55.0%. As of March 31, 2026, and December 31, 2025, the amounts outstanding under these lines of credit were $452,383 and $384,630, respectively.

Note 8 – Leases

The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company must discount lease payments based on an estimate of its incremental borrowing rate which is based on the interest rate of similar debt outstanding.

The Company leases its current facilities from Gold Team Inc., a company owned by the Company’s CEO, which owns both the Canoga Park, CA and Milford, Ohio locations. The leases expire annually on April 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.

The lease expense for the three months ended March 31, 2026, and 2025 was $18,000 and $0, respectively. Cash paid under operating leases during the three months ended March 31, 2026, and 2025 was $18,000 and $0, respectively. As of March 31, 2026, the weighted average remaining lease term is 0.1 years, and the weighted average discount rate is 8%.

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US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025

Note 9 – Shareholders’ Equity

Common stock

During the three months ended March 31, 2026, the Company did not issue any common stock.

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

Convertible Preferred Stock, Series A

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

During the three months ended March 31, 2026, the Company did not issue any preferred stock.

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

As of March 31, 2026, the Company has accrued an aggregate of $168,717 in cash dividends and 4,158,950 common stock dividends at a fair value of $198,786. All current holders of our Series A preferred agreed to defer payment of accrued interest entitled to them through June 30, 2026.

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US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025

Additional Paid in Capital

During the three months ending March 31, 2026, and 2025, the Company recorded $0 and $394,999, respectively to additional paid in capital in recognition of the fair value of warrants issued for services.

Warrants

On 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.

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

On 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.

The 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:

The following table summarizes information about outstanding and exercisable warrants as of March 31, 2026.

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US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025

Note 10 – Segment Reporting

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

Although 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.

The following tables summarize the Company’s segment information for the years ended March 31, 2026, and 2025:

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US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025

Note 11 – Geographical Sales  

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

The geographical distribution of the Company’s sales for the three months ended March 31, 2026, and 2025 is as follows:

Note 12 – Concentrations  

For the three months ending March 31, 2026, two customers accounted for 26% and 18% of the Company’s sales. At March 31, 2026, two customers accounted for more than 10% of the accounts receivable balance, 35%, and 20%, respectively.

For the three months ended March 31, 2025, two customers accounted for 29% and 35% of the Company’s sales.

No vendors accounted for more than 10% of the Company’s purchases for the three months ended March 31, 2026, and 2025.

Note 13 – Related Party Transactions  

The Company leases its current facilities month-to-month from Gold Team Inc., a company principally owned by the Company’s CEO, which owns both Canoga Park, CA and Milford, Ohio locations. Rent expense for the three months ended March 31, 2026, and 2025 was $18,000 and $0, respectively. As of March 31, 2026, and March 31, 2025, amounts payable to Gold Team Inc. in connection with the above leases was $0. (See Note 8).

During the three months ending March 31, 2026, the Company received an aggregate of $5,231 in on demand, non-interest loans from its CFO. (See Note 6)

On 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. As of March 31, 2026, and March 31, 2025, the Company had accrued compensation payable to its CEO of $31,000 and $13,000, respectively.  

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US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025

On 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)

On 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)

Note 14 – Subsequent Events

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

On 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. Upon closing, the parties agreed to a loan fee of $12,000 and was deemed advanced by the lender and added to the principal balance.

On 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.

On June 23, 2026, the Company received $40,000 in cash from its CFO. The note is considered on demand and non-interest bearing.

On July 1, 2026, the Company received Notices of Default on its two Demand Line of Credit Notes dated December 5, 2011, with US Bank. The principal and interest became due and payable on June 30, 2026, and as of July 1, 2026, the interest rate will accrue at the default rate of 5% per annum, plus the interest rate otherwise payable.

On July 16, 2026, the Company issued a promissory note payable to a third party in the principal amount of $50,000. The note bears interest at an annual rate of approximately 24%, with interest accruing monthly at a rate of 2.0%. All principal and accrued interest are due in a lump-sum payment of $75,000 at maturity on July 1, 2028. The note contains multiple settlement and conversion options available to the lender at maturity, in lieu of a cash settlement.

Conversion terms

On August 4, 2026, the Company received $5,000 in cash from its CFO. The note is considered on demand and non-interest bearing.

On August 12, 2026, the Company entered into a note payable in the amount of $253,500 to consolidate two prior outstanding notes with the lender. At closing, $183,442 was applied to the balances of the existing notes and the Company received $70,058 in net proceeds. The note bears non-annualized interest of $63,375 (approximately 29.86% annually) and 80 payments of $3,961 are to be paid weekly until paid in full.

On August 31, 2026, the Company entered into a Multi-party Netting and Offset Agreement whereby certain related party transactions resulting from various agreements, transactions, loans, accounts payable, accounts receivable, and other obligations have been settled. The following reflects the amounts settled/netted between parties.

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US NUCLEAR CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 and 2025

Related Party Loans¹  

Shareholder Loans  

On September 16, 2026, the Company issued a promissory note payable to a third party in the principal amount of $30,000. The note bears interest at an annual rate of approximately 24%, with payments of $3,600 semi-annually ($3,600 every six months) to accrue until paid as a lump sum of $37,200 at maturity on September 16, 2027.

The note contains multiple settlement and conversion options available to the lender at maturity, in lieu of a cash settlement:

On September 30, 2026, the Company and a note holder agreed to amend the $150,000 promissory note executed on September 30, 2024, modifying the payment terms of the Agreement. Beginning October 15, 2026, the Company will make eighteen payments of $2,000 monthly and beginning on April 15, 2028, the Company will make $6,000 monthly payments until all principal and interest are paid in full. The Maturity date has been extended to September 30, 2030.

Effective October 1, 2026, the Company and its shareholders have agreed to amend the rights of the holders of Series A Preferred Stock so that the percentage of common stock to which such holders are entitled shall be reduced from twelve percent (12%) to nine percent (9%) so that each holder of Series A Preferred Stock shall be entitled to receive an annual dividend, payable quarterly, equal to either (a) six percent (6%) of such holder’s Stated Value, payable in cash, or (b) nine percent (9%) of such holder’s Stated Value, payable in shares of common stock.

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

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand US Nuclear Corp, our operations and our present business environment. MD&A is provided as a supplement to—and should be read in conjunction with—our consolidated financial statements and the accompanying notes included in this Quarterly Report on Form 10-Q. The audited financial statements for our fiscal year ended December 31, 2024, filed with the Securities Exchange Commission on Form 10-K on June 25, 2025, should be read in conjunction with the discussion below. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those anticipated in these forward-looking statements. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in these unaudited financial statements. 

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

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

Generally, our product concentration places a heavy reliance on our Overhoff Technology division. During the three months ending March 31, 2026, we derived 61% of our total revenues from sales made by Overhoff. Our international revenues were 42% of our total revenue during the three months ended March 31, 2026. We expect this to increase over time as we continue to field new order inquiries and engage new customers overseas. We believe that South Korea and China will likely be a larger contributor to revenue within the next few years. While we maintain steady growth domestically, the international side of our business may be a larger component as nuclear technology and rapid development for clean energy grows abroad. Additionally, the Company relies on continued growth and orders from CANDU reactors (Canada Deuterium Uranium), and rapid development of the next generation of nuclear reactors called Molten Salt Reactors, (MSR) and Liquid-Fluoride Thorium Reactors (LFTR), all of which purchase tritium detection and monitor products. There can be no assurances as to our growth projections and our risk profile as we depend upon increased foreign customers for business.

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

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

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

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

Results of Operations

For the three months ended March 31, 2026, compared to the three months ended March 31, 2025:

Sales for the three months ended March 31, 2026, were $352,209 compared to $476,705 for the same period in 2025. The decrease of $124,496 or 26.1% is largely a result of a decrease in sales at our Overhoff subsidiary of $135,369 offset by an increase in sales at our Optron facility of $10,873. Sales from period to period are also dependent on the mix of products and services sold during the period. The geographic breakdown in sales during the three months ending March 31, 2026, is as follows:

North America 57.76%

Asia (Including Japan) 8.54%

Other 33.7%

Our gross margins for the three months ended March 31, 2026, were 44.01% as compared to 73.19% for the same period in 2025. Gross margins decreased for the three months ending March 31, 2026, by $193,922. This compression was primarily driven by an approximate $65,000 increase in indirect labor costs allocated to manufacturing overhead during the current quarter, which resulted in unfavorable production cost absorption. The remaining variance was driven by a shift in revenue mix between lower-margin services and higher-margin products, as well as inflationary fluctuations in raw material costs.

Selling, general and administrative expenses for the three months ended March 31, 2026, were $300,898 compared to $872,797 for the same period in 2025. The decrease of $571,899 or 65.5% was principally due to $451,099 in stock-based compensation as well as decreases in professional fees and commissions. Stock based compensation is issued for advisory services and as an incentive to consultants to increase revenues through the acquisition of new customers.

Other expense for the three months ended March 31, 2026, was $41,183 compared to $36,352 for the same period in 2025 and reflects interest expense incurred during the period.

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Liquidity and Capital Resources

Our operations have historically been financed by our majority shareholder and more recently from proceeds from the sale of our common stock. As funds were needed for working capital purposes, our majority shareholder would loan us the needed funds. We anticipate funding the growth of our business through the sales of additional shares of our common stock and loans from our majority stockholder if necessary.

Total assets decreased by $282,934 to $1,638,950 at March 31, 2026, compared to $1,921,883 at December 31, 2025. This decrease was primarily driven by lower accounts receivable balances and a reduction in inventories.

Total liabilities decreased by $56,553 to $2,379,021 at March 31, 2026, compared to $2,435,574 at December 31, 2025. This net decrease was primarily driven by reductions in customer deposits, accounts payable, and notes payable, which were partially offset by increases in accrued liabilities, accrued officer compensation, and credit facility borrowings.

Net cash used in operating activities for the three months ended March 31, 2026, was $126,563 compared to $92,486 for the same period in 2025. The change in cash used in operations was principally due to changes in inventory, accounts receivable, accounts payable, and customer deposit working capital accounts.

Net cash used in investing activities was $0 for both the three months ended March 31, 2026, and March 31, 2025.

Net cash provided by financing activities for the three months ended March 31, 2026, was $59,102 compared to $30,135 for the same period in 2025. The increase in cash from financing activities was primarily driven by increases to borrowing under our lines of credit and notes payable, offset by a reduction in proceeds from the sale of common stock.

Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“US GAAP”). US GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expenses amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently applied. Our significant accounting policies are summarized in Note 2 to our consolidated financial statements.

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Income Taxes

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

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

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

None

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal quarter covered by this report.  Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.  Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of March 31, 2026.

Changes in internal controls

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, performed an evaluation to determine whether any change in our internal controls over financial reporting occurred during the three-month period ended March 31, 2026.  Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company’s internal controls over financial reporting during the three months ended March 31, 2026, that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors

See our Form 10K filed on June 23, 2026, for Risk Factors.

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

On January 7, 2025, the Company issued 2,580,460 common shares for debt and interest for a value of $154,828, or $0.06 per share.

On January 16, 2025, the Company issued 650,000 shares to its CFO as compensation for services for a value of $50,700, or $0.078 per share.

On January 16, 2025, the Company issued 200,000 shares to a consultant for services for a value of $14,000, or $0.07 per share.

On January 24, 2025, the Company issued 1,786,966 common shares for debt and interest for a value of $107,218, or $0.06 per share, and the note was considered paid in full.

On March 6, 2025, the Company issued 1,000,000 common shares for $50,000 cash, or $0.05 per share. On March 19, 2025, the Company issued an additional 834,000 common shares in error, related to the March 6, 2025 transaction, and the Company is working with the transfer agent to cancel the shares.

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Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

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SIGNATURES

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

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