UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 Form 10-K

 (Mark One)

 A NNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

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

 For the transition period from ______________ to
______________

 Commission file number 000-54617

 US NUCLEAR CORP.

 (Exact name of registrant as specified in its charter)

 Delaware

 45-4535739

 State or other jurisdiction of

Incorporation or organization

 (I.R.S. Employer

Identification No.)

 c/o Robert I. Goldstein

 7051 Eton Avenue

 Canoga Park, CA 91303

 (Address of principal executive offices)

 (818) 883-7043

 (Registrant's telephone number, including
area code)

 Securities registered under Section 12(b) of the
Exchange Act:

 None.

 Securities registered under Section 12(g) of the
Exchange Act:

 Common Stock, $0.0001 par value per share

 (Title of Class)

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes No

 Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 if disclosure of delinquent
filers in response to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant
has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.

 If the securities are
registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in
the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark
whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by
any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 State the aggregate market value of the voting
and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the
average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal
quarter. $ 2,914,814 as of June 30, 2024.

 The number of shares of the Registrant's common stock outstanding
as of May 29, 2025, was 59,629,204.

 US NUCLEAR CORP.

 FORM 10-K

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters

 Item 6.

 [ReseRved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management

 Item 13.

 Certain Relationships and Related Transactions

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 SIGNATURES

 i

 Special Note Regarding Forward-Looking Statements

 Information included or incorporated by reference
in this Annual Report on Form 10-K contains forward-looking statements. All forward-looking statements are inherently uncertain as they
are based on current expectations and assumptions concerning future events or future performance of the Company. Readers are cautioned
not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. Forward-looking
statements may contain the words "believes," "project," "expects," "anticipates," "estimates,"
"forecasts," "intends," "strategy," "plan," "may," "will," "would,"
"will be," "will continue," "will likely result," and similar expressions, and are subject to numerous
known and unknown risks and uncertainties. Additionally, statements relating to implementation of business strategy, future financial
performance, acquisition strategies, capital raising transactions, performance of contractual obligations, and similar statements may
contain forward-looking statements. In evaluating such statements, prospective investors and shareholders should carefully review
various risks and uncertainties identified in this Report, including the matters set forth under the captions "Risk Factors"
and in the Company's other SEC filings. These risks and uncertainties could cause the Company's actual results to differ materially
from those indicated in the forward-looking statements. The Company disclaims any obligation to update or publicly announce revisions
to any forward-looking statements to reflect future events or developments.

 Although forward-looking statements in this Annual
Report on Form 10-K reflect the good faith judgment of our management, such statements can only be based on facts and factors currently
known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes
may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could
cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading
"Risk Factors Related to Our Business" below, as well as those discussed elsewhere in this Annual Report on Form 10-K. Readers
are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form
10-K. We file reports with the Securities and Exchange Commission ("SEC"). You can read and copy any materials we file with
the SEC at the SEC's Public Reference Room, 100 F. Street, NE, Washington, D.C. 20549. You can obtain additional information about
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov)
that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC,
including us.

 We disclaim any obligation to revise or update
any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Annual Report on Form
10-K. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Annual Report, which
attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations
and prospects.

 ITEM 1. BUSINESS

 Corporate History

 US Nuclear Corp f/k/a APEX 3 Inc., was incorporated
in the State of Delaware on February 14, 2012, and has since amended its name to US Nuclear Corp., ("US Nuclear") on May 4,
2012 with the State of Delaware. US Nuclear Corp was formed as a vehicle to pursue a business combination with an operating company
that would have perceived benefits of becoming a publicly traded corporation. Optron Scientific was incorporated in the State of
California in 1971 and is the operating company of US Nuclear Corp with two divisions, Optron Scientific Company, Inc., doing business
as ("DBA") Technical Associates and Overhoff Technology Corporation, both of which design, manufacture and market detection
and monitor systems that are used to detect and identify radioactive material, leaks, waste, contamination, biohazards, nuclear material,
as well as products used in airports, cargo, screening as ports and borders, government buildings, hospitals, and other critical infrastructure,
as well as by the military and emergency responder services The company uses a wide range of technologies including x-ray, trace detection,
millimeter-wave, infra-red, tritium detection, and diagnostics in its product applications.

 US Nuclear Corp is
a smaller reporting company under SEC Rule 405 because it has a public float of less than $250 million and has annual revenues of less
than $100 million during the most recently completed fiscal year for which audited financial statements are available. As a smaller
reporting company, pursuant to Rule 8-01 of Regulation S-X, the Company is only required to produce financial statements as follows: (a)
audited balance sheet as of the end of each of the most recent two fiscal years, or as of a date within 135 days if the issuer has existed
for a period of less than one fiscal year, (b) audited statements of income, cash flows and changes in stockholders' equity for
each of the two fiscal years preceding the date of the most recent audited balance sheet (or such shorter period as the registrant has
been in business), and (c) interim reviewed financial statements for the current period if the filing is more than 135 days after the
end of your fiscal year. Any and all amendments shall include updated interim or audited financial statements if the financial statements
in the prior filing are more than 135 days old.

 On October 15, 2013, US Nuclear Corp f/k/a APEX
3 Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger between the Company, Robert I.
Goldstein, US Nuclear Acquisition Corp ("Merger Sub"), a California corporation and Optron Scientific Company, Inc. dba Technical
Associates, ("Optron Scientific") a California corporation and the parent company of Overhoff Technology Corp. The Agreement
and Plan of Merger provided for the acquisition by the Company of all of the outstanding shares of Optron Scientific through a reverse
merger of Merger Sub into Optron Scientific, the surviving corporation. We have filed the Agreement and Plan of Merger as Exhibits 3.4
and 2.1 with this statement and with the State of California.

 As part of the Agreement and Plan of Merger with
Optron Scientific the parties agreed to an exchange of shares, in which all of the 98,372 issued and outstanding shares of Optron Scientific
were exchanged for 9,150,000 shares of the Company.

 Prior to the share exchange, Mr. Goldstein was
the sole owner of 98,372 shares of Optron Scientific Company, Inc., which represented all of the outstanding shares of Optron Scientific
Company, Inc. Mr. Goldstein was the owner of 9,150,000 shares of US Nuclear Corp prior to the merger, and 9,150,000 shares of US Nuclear
Corp were issued to him as a result of the merger in exchange for 98,372 shares of Optron Scientific Company, Inc.

 In conjunction with the Agreement and Plan of
Merger, US Nuclear Corp, Optron Scientific and Robert I. Goldstein entered into a Cancellation Agreement which provided for the cancellation
of 9,150,000 shares of US Nuclear Corp held by Robert I. Goldstein, in consideration of his entering into the Agreement and Plan of Merger,
which provided for his right to acquire 9,150,000 shares of US Nuclear Corp after it had the value of the ownership of Optron Scientific.
As part of the consideration for the merger transaction, the share value of Mr. Goldstein's shares of the Company prior to the merger
was estimated at the par value of the shares, or 9,150,000 times the par value of.0001 per share. After the merger, the newly issued
9,150,000 shares of the Company held by Mr. Goldstein had a value of 85.51 percent of the total value of the outstanding stock of the
Company after its acquisition of all of the stock of Optron Scientific. The Agreement and Plan of Merger was signed by Mr. Goldstein in
his individual capacity and as President and Chief Executive Officer of the Company and as President and Chief Executive Officer of Optron
Scientific, and of Merger Sub. The Cancellation Agreement was signed by Mr. Goldstein in his individual capacity and as President, and
Chief Executive Officer of the Company and of Optron Scientific. The Corporate Secretary of each of the companies, Darian B. Andersen,
also signed on behalf of each of the companies. The remaining 1,550,000 outstanding shares of US Nuclear Corp, which are held by Richard
Chiang, were unaffected by the Cancellation Agreement.

 Following the merger, we began to provide a full
line of radiation detection equipment and services to clients' industries that range from nuclear reactor plants, universities,
local and state hospitals, government agencies, and emergency medical technicians or EMT/first responders. The Company's nuclear
radiation safety detection equipment company has its roots from the famous Manhattan Project of the 1940s. In 1971, Allen Goldstein, the
father to our current President and CEO, Robert Goldstein, acquired the assets of Technical Associates and incorporated the company. The
Company designed and built the first industrial grade radiation monitors and continues to innovate its legacy with new product engineering
for radiation measurement and safety instruments. The Company designs and manufactures nuclear radiation detection and safety equipment,
survey meters, air and water monitors, port security equipment and tritium air monitors. The Company's customers are diverse groups
such as Homeland Security, Lawrence Livermore Labs, Los Alamos National Labs, Department of Defense, FBI, CIA, US Navy, Chevron Corporation,
Bechtel Corporation, Biotechnology Laboratories, Hospitals, Universities, and Civil Emergency Management departments such as Fire, Paramedics
and Law Enforcement. The Company is headquartered in Canoga Park, California and the Company can be accessed through its websites on the
Internet at usnuclearcorp.com, tech-associates.com and overhoff.com.

 The Company's
four divisions consisting of Optron Scientific Company Inc., DBA Technical Associates, Overhoff Technology Corporation, Electronic Control
Concepts, and Cali From Above, offer over 200 products that service and address the nuclear power industry, domestically and internationally.
Technical Associates specializes in the design and manufacture of radiation detection equipment monitors and hand-held devices. Overhoff
Technology Corporation specializes in the design and manufacture of tritium air monitors and water monitors. Electronic Control Concepts specializes
in test and maintenance meters for x-ray machines for both medical and industrial users. Cali From Above offers specialized inspection
services from height and difficult-to-access locations with the use of unmanned aerial vehicles (UAVs).

 Technology and Products

 The Company designs and develops both technologies
in-house by its CEO, Robert I. Goldstein as well as offers products from other manufacturers. Mr. Goldstein's extensive experience
of over forty years in the field of nuclear radiation detection has allowed the Company to achieve significant recognition that has been
approved by US Federal standards set by the Environmental Protection Agency (EPA), Food and Drug Administration (FDA) and the Nuclear
Regulatory Commission (NRC). The Company has complete ownership of all of its technology and there are no licenses held by any outside
party. No persons, company, vendor, distributor or contractor holds any title or claim to any of the Company's work or technology.
The Company believes that its technology and business is defensible due to the fact that the barriers of entry are high and technically
complex. The Company has sought out niche markets in its business by becoming a leading category player in devices such as Tritium equipment.
The Company's products consist of radiation water monitors, tritium monitors, air and water monitors, nano-second x-ray monitors,
and vehicle, personnel, exit and room monitors. The Company also offers handheld survey meters/dosimeters, and port security equipment,
along with supporting software and services.

 Radiation Water Monitors

 US Nuclear Corp's radiation water monitors
allow detection of radioactive materials in drinking water, ground water, rainfall, rivers, and lakes. In order to detect radioactive
materials, the emitted radiation must travel from the radiation emitter to the detector. Alpha, Beta, Gamma, and Neutron radiation moves
well through air, but poorly through water. The complexity of detecting radiation in water and developing an efficient monitor has given
the Company's monitors a reasonable edge against competitors, and for this reason, has limited competition in the water monitor
business. The Company has invested more than ten years developing highly sensitive detectors for this market, giving it a clear advantage
over competitors. The Company's radiation water monitors are used to check for radioactive materials being released as liquid effluent
in drain pipes by universities, hospitals, pharmaceutical companies, oil and gas extraction facilities, industrial chemical plants, and
nuclear reactor plants.

 Tritium Monitors

 US Nuclear Corp is one
of very few companies that currently operate within the tritium space. The Company's Overhoff Technology Corp unit is a leading
manufacturer of tritium detection and monitors. The demand for tritium detection and monitors are steadily increasing as countries develop
solutions to their energy needs. In addition to CANDU reactors (Canada Deuterium Uranium), the next generation of nuclear reactors
called Molten Salt Reactors, (MSR) and Liquid-Fluoride Thorium Reactors (LFTR) utilize fuels other than traditional uranium and plutonium
sources. Thorium, which is more significantly abundant than uranium, is very difficult to use to create nuclear weapons, is favored by
many governments, and as a source of conventional energy it has been proven to be highly effective. By way of energy production, MSR and
LFTRs produce high amounts of tritium which need to be constantly monitored for detection. Additionally, the waste products of LFTR reactors
are less hazardous than the current light-water uranium-plutonium reactors, and thus, LFTR reactors provide higher level of safety and
security against terrorist threats. The Company expects that a significant portion of its future sales and business strategy is tied to
the growth of MSR and LFTRs, as well as from CANDU reactors.

 Tritium is produced naturally
in the upper atmosphere when cosmic rays strike nitrogen molecules in the air. More commonly, tritium is produced during nuclear weapons
explosions, and as a byproduct in reactors producing electricity. Generally, tritium has several important uses; its most significant
contribution is its use as a component in the triggering mechanism in thermonuclear weapons. Very large quantities of required for the
maintenance of nuclear weapons capabilities. Tritium is also produced commercially in nuclear reactors, as well as used in various self-luminescent
devices, such as exit signs in buildings, aircraft dials, gauges, luminous paints, and wristwatches. In the mid-1950s and early 1960s,
tritium was widely dispersed during above-ground testing of nuclear weapons. Today, sources of tritium come from commercial nuclear reactors,
research reactors, and government weapons production plants. Tritium may also be released as steam from these facilities or may leak into
the underlying soil and ground water. Additionally, self-luminescent devices illegally disposed in municipal landfills come into contact
with water which pass through water ways, carrying dangerous levels of tritium. Tritium holds a very dangerous health risk and high levels
of exposure to tritium increases risk of developing cancer. To combat tritium leaks and to maintain acceptable levels, the Company has
developed several tritium monitors to gauge tritium in water and in the air.

 Alpha, Beta, Gamma and Tritium Monitors

 US Nuclear Corp's radiation water monitors
allow detection of radioactive materials in drinking water, ground water, rainfall, rivers, and lakes. In order to detect radioactive
materials, the emitted radiation must travel from the radiation emitter to the detector. Alpha, Beta, Gamma, and Neutron radiation moves
well through air, but poorly through water. The complexity of detecting radiation in water and developing an efficient monitor has given
the Company's monitors a reasonable edge against competitors, and for this reason, has limited competition in the water monitor
business. The Company has invested more than ten years developing highly sensitive detectors for this market, giving it a clear advantage
over competitors. The Company's radiation water monitors are used to check for radioactive materials being released as liquid effluent
in drain pipes by universities, hospitals, pharmaceutical companies, oil and gas extraction facilities, industrial chemical plants, and
nuclear reactor plants.

 For the
past 20 years, Overhoff Technology has been devoted exclusively to the design, manufacturing and servicing of Tritium monitors. Overhoff
Technology has leading control over market share in the Tritium monitor space as the top maker of Tritium monitors. Tritium monitors are
a highly delicate process and are particularly dependent on the selection of the finest materials such as Teflon for low leakage insulators
and nafion membranes for separation of noble gas from Tritium. The Company's Overhoff DC amplifiers called "electrometers"
are stable with the ability to register small currents down to the femto-ampere level, 10 -13 to 10 -15 ampre
range. The Overhoff electrometer also has the unique ability to reject false counts from Radon gas. Because Tritium is a radioactive material,
the Nuclear Regulatory Commission ("NRC") regulations and state health agencies require Tritium to be measured at every nuclear
power plant, all national laboratories, in the nuclear-powered Navies of the United States, France and the United Kingdom, at weapons
facilities, at pharmaceutical and pesticide research facilities, and at Fusion Power research sites.

 DroneRAD Aerial Radiation Detection

 US Nuclear Corp has partnered with FlyCam UAV
(a drone manufacturer). The two companies have married their two technologies with the NEO, an all-weather UAV octocopter capable
of carrying a number of radiation and chemical detection sensors. With the advent of merging FlyCam UAV's NEO and US Nuclear Corp
sensor technology aerial radiation and chemical detection is now a reality. The DroneSensor
system (the first of its kind) uses state-of-the-art industrial grade drones carrying radiation & chemical sensors. Wireless transmission
to ground station provides real-time data. Having these UAV mounted sensors quickly and efficiently surveying large areas
for contamination eliminates risk to human life.

 Air and Water Monitors

 The Company's Overhoff Air Monitors come
in both hand-held portables and mid-to large-sized air and stack monitors. These are classified as Dual Ion Chamber style detectors or
Dual Proportional Detectors. The sample flows into one chamber where ionization current is measured, and at the same time a sealed background
detector of the same volume measures the ionization current due to any external gamma emitters plus the addition of background from radioactive
minerals in the soil with cosmic rays. The current from the background chamber is subtracted from the current in the main sample chamber
to give the net tritium level without distortion from radon or gamma in the background. In nuclear power plants, radioactive noble gases
are also in the air stream in small or large quantities. Overhoff combats this problem using Dow Chemical Nafion tubing
which physically separates the noble gases from the tritium oxide prior to measurement. The Company is currently expecting a large number
of its users and larger numbers of its competitor's customers will need to replace or supplement their current air and stack monitors
to combat the two biggest pollution nuclides now coming out of nuclear power plants, tritium and C-14. As of today, only US Nuclear Corp
offers these full-service monitors.

 Vehicle Monitors, Personnel Monitors, Exit
Monitors and Room Monitors

 The Company's suite of radiation monitors
can be used in various scenarios where humans may come into contact with radiation contamination. The Company's Vehicle Monitors,
Personnel Monitors, Exit Monitors and Room Monitors are effective tools in detection of radiation in hospitals where radioactivity is
used in many departments such as nuclear medicine, oncology, blood labs, and imaging. Since radiation is also used in diagnosing and treating
cancer, and since some cancers can develop in any organ, each department in a hospital becomes involved, from ophthalmology to thoracic
medicine. Additionally, the Company's monitors are used to check hospital laundry to detect any radiation on clothes as well as
in trash bins before they are picked up by the applicable waste management team. Lastly, the Company's monitors can be placed in
the entrance of hospitals in case there is an incident at a nearby nuclear power plant. These monitors are the first line of defense against
further contamination, by providing early warning detection; doctors can provide treatment without placing other patients and staff in
direct contact with patients who are contaminated with radiation.

 Radon Air Monitors and Radon Switch Products

 The Company produces a full line of radon air
monitors and switches that are used to determine the radon content in the air in basements, mills, mines, buildings, or anywhere that
radon concentration is a concern. The radon switch products activate and controls radon mitigation fans. These switches have a built-in
computer storage with data storage. The Company also makes a radon tritium monitor that is a portable instrument used for detection and
measurement of airborne Vadose zone, between the top of the ground surface to the water table.

 Handheld Survey Meters and Personal Dosimeters,
Pocket Micro-R Meters

 The Company's survey meters are light-weight,
hand-held radiation detectors. They function as general-purpose radiation survey meters, but also serve as special purpose survey meters.
For example, the Company's radon monitors are used in mines where workers are at risk for breathing radon gas along with air. The
Company's surface monitors are used in hospitals, research labs, even in high school chemistry and physics labs to check for radioactive
contamination on lab benches. Friskers are used to check if worker's hands or shoe bottoms have picked up any radiation contamination
and the Company's Gamma survey meter check packages at post offices or airports for radiation, along with scrap metals at collection
points and again before it is accepted for processing.

 Port Security Equipment

 Due to increased terror threats from IED (Improvised
Explosive Devices), dirty bombs and potential radioactive materials following 9/11 at shipping ports, we began utilizing passive detectors
to review radiation emanating from inside containers. While other port security scanners generally use radioactive materials or x-ray
generating machines to check everything from shipping containers, Federal Express, USPS (United States Postal Service) packages, and luggage
for contraband, our scanner solutions do not use radiation, allowing for safe usage by investigators. We were approached by the FDA after
the events of 9/11, and we designed our P-8Neon Quick-Scan X-ray detector to provide complete scanning without releasing any harmful radiation
in the process. Our RAD-CANSCAN machines can measure which shipping containers hold radioactive materials by mapping inside the container
so that TSA personnel will know the results without having to open each container. Additionally, our TBM-6SPE is a multi-detector system
that lets an investigator check specifically for each of the four main emissions of radiation, Alpha, Beta, Gamma and Neutrons.

 Software

 The Company's Overhoff Overview software
program provides centralized radiation and environmental monitoring for entire facilities within one building or several square miles
allowing monitoring of a nuclear power plant or subway station. Overview accepts data from networked radiation detectors, environmental
monitors and webcams, and allows the user to view and generate reports on the data, as well as track maintenance due on instruments. Additionally,
Overview lets the user see real-time monitoring for differential pressure on containment boxes or rooms. Our software measures gamma and
neutron radiation levels, airborne radioactivity levels, temperature and humidity in the facility, status of security doors, wind speed
and direction, and barometric pressure.

 ITEM
 1A. Risk Factors

 Risks Related to Our Business
and Industry

 Our business is intensely
competitive, and our revenues are unpredictable as a small company.

 We compete
with a formidable group of competitors in our business, many of which have greater resources and capabilities than our company. There
are numerous companies that have established businesses and command larger market share such as Thermo Fisher Scientific, Canberra Industries,
and Mirion Technologies, Ludlum Measurements, Smiths Detection and Lab Impex Systems Ltd. Many of these companies have products and services
that compete directly with ours and many of them are supported with larger marketing budgets and sales staff that can provide stronger
sales coverage and support to customers than our capabilities. Furthermore, competitors may have technological advantages and may be able
to implement new technologies more rapidly than our Company. Additionally, to the extent of our bookings, we cannot accurately predict
to a large degree of certainty what annual revenues and income outlook may be. Due to our relatively small size, many factors may contribute
to differences in the future and therefore cannot be assured in any manner. The market for nuclear radiation safety equipment is dependent
upon a number of factors beyond the Company's control, which cannot be accurately predicted. Some of these factors include pricing,
competition from new entrants, newer technologies, market regulation and government policy, as well as overall market demand. Other factors
include fossil fuel energy prices that may have an effect upon nuclear energy demand. Lower oil, natural gas, and coal prices may result
in less favorable decisions to pursue nuclear energy as a source of energy.

 We rely
heavily on our international customers for business and expect to continue to rely on international customers in the future.

 Our international
revenues were 23.82% of our total revenue in 2024. This was an increase of 12.39% from 2023 and was a result of management's ability
to field new orders and inquires and engage new customers overseas. We believe that South Korea, Japan and Australia in the Southeast
Asian region, and France, Germany and other countries in Eastern and Western Europe, should be major contributors to our growth in revenues
over 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. There can be no assurances
as to our growth projections and our risk profile as we depend upon increased foreign customers for business.

 Government Regulation

 Although
the sales of our equipment are not generally regulated by any local or federal government agency, the nuclear power industry itself is
highly regulated by the Nuclear Regulatory Commission. As an independent agency of the United States government, the NRC is responsible
for overseeing reactor safety, security, reactor licensing, renewal, radioactive material safety, and spent fuel disposal. The effects
of the NRC's policies therefore have an effect on our business. The impact of any negative decision in the nuclear power industry
will ultimately affect us. We may also be affected by foreign government policy and regulation not covered by the NRC.

 Nuclear
Power, Fossil Fuel and Renewal Energy

 While the conventional Fission based nuclear power
industry is a key component of the generation of electricity in the world, there are new technologies in both fission and fusion reactors,
that are transforming the entire industry. SMR (Small Modular Reactors) are much less expensive to build and operate, while being much
safer as well. This technology should be available over the next 3-5 years and is expected to be the fastest growing source of nuclear
power generation in the next decade and beyond.

 The current landscape of nuclear power according to the Nuclear Regulatory
Commission, or NRC, states that as of May 2023, there were 32 countries worldwide operating 436 nuclear reactors in operation in the world,
with 57 new reactors under construction in 11 countries. Within the United States, there are 93 nuclear power plants providing 19% of
the country's total electric energy generation. Additionally, 28 of the 50 US states generate electricity from nuclear power plants,
and four states, New Hampshire, South Carolina, Connecticut, and Illinois rely on nuclear power for more than 50 percent of their electricity.

 Recent estimates indicate
that the United States produced approximately 30% of the world's gross nuclear-generated electricity in 2023 with France at 18%,
China 16%, Japan 9% Russia 8%, South Korea 7%, and the rest of the world at 11%. However, only two conventional nuclear power plants were
under construction in 2023, the Vogtle Plants, in eastern Georgia. Overall, about 30 countries are considering, planning, or starting
nuclear power programs. These range from sophisticated economies to developing nations. Bangladesh, Egypt and Turkey are all constructing
their first nuclear power plants. In July 2022, the European Parliament endorsed labeling all nuclear energy projects "green",
allowing them access to loans and subsidies. In the context of emissions, nuclear power is considered to be green and clean. It produces
zero carbon emissions and does not produce other noxious greenhouse gases. It is difficult to predict if these plans domestically and
internationally will materialize or be postponed indefinitely were negative market forces to develop.

 Nuclear Fusion Power
Research and Prototypes

 While it will be some
years before commercial fusion power plants will be supplying electricity, already in 2023, the US Department of energy (DOE) lists 124
active fusion power laboratories working to make energy by fusing Tritium and Deuterium, resulting in a growing market for Tritium detection
equipment.

 Opponents
to Nuclear Energy are formidable due to concerns over safety.

 Maintaining the demand for our products and future
growth in demand will depend in part upon continued acceptance of nuclear technology as a means of generating electricity. In many cases,
countries have embraced nuclear technology because alternate means of energy have either been at a high cost with heavy pollution, or
other means have not been practical. However, incidents involving nuclear energy production, such as overheating reactors, radiation leaks
and reactor melt-downs, can cause a significant decrease in public acceptance of nuclear technology. Events at the Fukushima Daiichi nuclear
complex in Japan on March 11, 2011 may have adverse long-term effects in some countries decision to either continue using nuclear power
or suspend its nuclear power program. While the long-term impact is unclear, several countries have suspended operations at existing nuclear
power plants. Specifically, on May 30, 2011, Germany announced that in addition to the permanent closure of eight reactors and with
only three nuclear power plants left with a license to operate at full capacity, the nuclear phase out in Germany is almost complete.
Switzerland has made a policy decision to phase out of their 5 reactors by 2034. Italy, while not having any operating reactors, has implemented
a moratorium on nuclear power. The ultimate results of these safety reviews and/or public resistance to nuclear technology may lead to
suspension or cancellation of permitting and development activities, license extensions of existing nuclear facilities, and possibly even
the closure of operating nuclear facilities by one or more countries. Lack of public acceptance of nuclear technology would adversely
affect the demand for nuclear power and therefore demand for radiation detection equipment.

 Continued growth of CANDU reactors and rapid
development of next generation Molten Salt (MSR) and Liquid-Fluoride Thorium Reactors (LFTR).

 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), for its tritium-based equipment. MSR and LFTR are new types of reactors that utilize
thorium as a fuel rather than traditional uranium or plutonium. Thorium is a more abundant element than uranium. Many countries with heavy
energy needs such as China have begun to adopt MSR and LFTR programs. However, the numbers of these types of reactors are still small
in numbers and there can be no assurances that they will ever reach large numbers capable of sustaining rapid growth and development for
nuclear-radiation safety products such as our tritium equipment. If CANDU reactors experience adverse events such as long-term inactivity
due to political or environmental concerns, or economic issues, and if MSR and LFTR reactors fail to develop beyond its current growth
forecasts worldwide, the Company will experience lower demand for its products which would have an adverse effect on the Company's
sales and profitability.

 Failure to make accretive
acquisitions and successfully integrate them could adversely affect our future financial results.

 As part
of our growth strategy, we plan to seek, when management deems advantageous to the Company, to acquire complementary (including competitive)
businesses, facilities or technologies and enter into joint ventures. Our goal is to make such acquisitions, integrate these acquired
assets into our operations and reduce operating expenses. The process of integrating these acquired assets into our operations may
result in unforeseen operating difficulties and expenditures and may absorb significant management attention that would otherwise be available
for the ongoing development of our business. We cannot assure you that the anticipated benefits of any acquisitions will be realized.
 In addition, future acquisitions by us could result in potentially dilutive issuances of equity securities, the incurrence of debt
and contingent liabilities and amortization expenses related to goodwill and other intangible assets, any of which can materially and
adversely affect our operating results and financial position. Acquisitions also involve other risks, including entering geographic
markets in which we have no or limited prior experience and the potential loss of key employees.

filed a provisional patent for our product based on our tritium products but hold no current patents on our products, and our business
employs proprietary technology and information which may be difficult to protect and may infringe on the intellectual property rights
of third parties.

 In general,
we rely primarily on a combination of trade secrets, copyright and trademark laws, and confidentiality procedures to protect our technology.
Due to the technological change that characterizes our business, we believe that the improvement of existing products, reliance upon trade
secrets and unpatented proprietary know-how and the development of new products are generally as important as patent protection in establishing
and maintaining a competitive advantage.

currently filed a provisional utility-type patent on our tritium products to protect our intellectual property, but currently rely on
trade secrets, proprietary know-how and technology that we seek to protect, in part, by confidentiality agreements with prospective joint
venture partners, employees and consultants. We cannot assure you that these agreements will not be breached, that we will have
adequate remedies for any breach, or that our trade secrets and proprietary know-how will not otherwise become known or be independently
discovered by others. Other than the provisional patent, we currently do not hold patents from the United States Patent and Trademark
Office on any of our products we manufacture. Our success depends, in part, on our ability to keep competitors from reverse engineering
our products, maintain trade secrecy and operate without infringing on the proprietary rights of third parties. We cannot assure
you that the patents of others will not have an adverse effect on our ability to conduct our business, that any of our trade secrets and
applications will be protected, that we will develop additional proprietary technology that is defensible against theft or will provide
us with competitive advantages or will not be challenged by third parties. Further, we cannot assure you that others will not independently
develop similar or superior technologies, duplicate elements of our technology or design around it.

 It is possible
that we may need to acquire licenses to, or to contest the validity of, issued or pending patents or claims of third parties. We
cannot assure you that any license acquired under such patents would be made available to us on acceptable terms, if at all, or that we
would prevail in any such contest. In addition, we could incur substantial costs in defending ourselves in suits brought against
us for alleged infringement of another party's patents or in defending the validity or enforceability of any patents we may seek
in the future, or in bringing patent infringement suits against other parties.

 In December,
2013, we were granted a registered trademark of the US Nuclear Corp name and logo from the United States Patent and Trademark Office and
consider it important to the protection of 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 property.

 Our failure to obtain capital
may significantly restrict our proposed operations.

 We will need to raise more capital to expand our
business. It is anticipated that we will require an additional capital raise of $5 million dollars over the next twelve months to fund
our business plans. Future sources of capital may not be available to us when we need it or may be available only on unacceptable terms.

 We are
subject to the risk that certain key personnel, including key employees named below, on whom we depend, in part, for our operations, will
cease to be involved with us. The loss of any these individuals would adversely affect our financial condition and the results of
our operations.

 We are dependent on the experience, knowledge,
skill and expertise of our President and CEO Robert I. Goldstein. We are also in large part dependent on current CFO, Michael Hastings.
The loss of any of the key personnel listed above could materially and adversely affect our future business efforts. Our success depends
in substantial part upon the services, efforts and abilities of Robert I. Goldstein, our Chairman and Chief Executive Officer, due to
his experience, history and knowledge of the nuclear radiation industry and his overall insight into our business direction. The loss
or our failure to retain Mr. Goldstein, or to attract and retain additional qualified personnel, could adversely affect our operations.
 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
insurance. See "Management."

 The loss of any of our executive
officers could adversely affect our business.

 We depend to a large extent on the efforts and
continued employment of our executive officers. The loss of any executive officer could adversely disrupt our operations.

 Competition
from other radiation detection or related companies could result in a decrease of our business and a decrease in our financial performance.

 We operate in a highly competitive industry. Many
of our current and potential competitors, including larger multinational companies, domestic manufacturing companies with multiple product
lines in radiation detection products have existed longer and have larger customer bases, greater brand recognition and significantly
greater financial, marketing, personnel, technical and other resources than US Nuclear Corp. In addition, many of these competitors may
be able to devote significantly greater resources to:

 research and development of new products

 attracting and retaining key employees;

 maintaining a large budget for marketing and promotional expenses

 providing more favorable credit terms to suppliers and channel distributors

 Regulations, including those contained in and
issued under the Sarbanes-Oxley Act of 2002 ("SOX") and the Dodd–Frank Wall Street Reform and Consumer Protection Act
of 2010 ("Dodd-Frank"), increase the cost of doing business and may make it difficult for us to retain or attract qualified
officers and directors, which could adversely affect the management of our business and our ability to obtain or retain listing of our
Common Stock.

 We are a public company. The current regulatory
climate for public companies, even smaller reporting companies such as ours, may make it difficult or prohibitively expensive to attract
and retain qualified officers, directors and members of board committees required to provide for our effective management in compliance
with the rules and regulations which govern publicly-held companies, including, but not limited to, certifications from executive officers
and requirements for financial experts on boards of directors. The perceived increased personal risk associated with these changes may
deter qualified individuals from accepting these roles. For example, the enactment of the Sarbanes-Oxley Act of 2002 has resulted
in the issuance of a series of rules and regulations and the strengthening of existing rules and regulations by the SEC. Further,
proposed regulations under Dodd-Frank heighten the requirements for board or committee membership, particularly with respect to an individual's
independence from the corporation and level of experience in finance and accounting matters. We may have difficulty attracting and
retaining directors with the requisite qualifications. If we are unable to attract and retain qualified officers and directors, the management
of our business could be adversely affected.

 Limitations on director and officer liability
and our indemnification of our officers and directors may discourage stockholders from bringing suit against a director.

 Our Certificate of Incorporation and By-Laws provide,
with certain exceptions as permitted by Delaware corporation law, that a director or officer shall not be personally liable to us or our
stockholders for breach of fiduciary duty as a director, except for acts or omissions which involve intentional misconduct, fraud or knowing
violation of law, or unlawful payments of dividends. These provisions may discourage stockholders from bringing suit against a director
for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by stockholders on our behalf against a director.
In addition, our Certificate of Incorporation and By-Laws provide for mandatory indemnification of directors and officers to the fullest
extent permitted by governing state law.

 We may incur a variety of costs to engage in
future acquisitions of companies, products or technologies, to grow our business, to expand into new markets, or to provide new services.
 As such, the anticipated benefits of those acquisitions may never be realized.

 It is management's intention to acquire
other businesses to grow our customer base, to expand into new markets, and to provide new product lines. We may make acquisitions
of, or significant investments in, complementary companies, products or technologies, although no additional material acquisitions or
investments are currently pending. Acquisitions may be accompanied by risks such as:

 difficulties in assimilating the operations and employees of acquired companies;

 diversion of our management's attention from ongoing business concerns;

 our potential inability to maximize our financial and strategic position through the successful incorporation of acquired technology and rights into our products and services;

 additional expense associated with amortization of acquired assets;

 additional expense associated with understanding and development of acquired business;

 maintenance and implementation of uniform standards, controls, procedures and policies; and

 impairment of existing relationships with employees, suppliers and customers as a result of the integration of new management employees.

 We must
attract and retain skilled personnel. If we are unable to hire and retain technical, sales and marketing, and operational employees,
our business could be harmed.

 Our revenues
are generated by the sales of our radiation detection products from our direct sales, sales to catalogs, distributors and to a lesser
extent, our website. Our ability to manage our growth will be particularly dependent on our ability to develop and retain an effective
sales force and qualified technical and managerial personnel. We intend to hire additional employees, including engineers, sales and marketing
employees and operational employees. The competition for engineers, qualified sales, technical, and managerial personnel in the
technology and manufacturing community, is intense, and we may not be able to hire and retain sufficient qualified personnel. In
addition, we may not be able to maintain the quality of our operations, control our costs, maintain compliance with all applicable regulations,
and expand our internal management, technical, information and accounting systems in order to support our desired growth, which could
have an adverse impact on our operations.

 Our failure to manage growth effectively could
harm our ability to attract and retain key personnel and adversely impact our operating results.

 There can be no assurance that we will be able
to manage our expansion through acquisitions effectively. Our current and planned personnel, systems, procedures and controls may not
be adequate to support and effectively manage our future operations, especially as we employ personnel in multiple geographic locations.
We may not be able to hire, train, retain, motivate and manage required personnel, which may limit our growth, damage our reputation and
negatively affect our financial performance and harm our business.

 If we obtain financing, existing shareholder
interests may be diluted.

 If we raise additional
funds by issuing equity or convertible debt securities, the percentage ownership of our shareholders will be diluted. In addition, any
new securities could have rights, preferences and privileges senior to those of our common stock. Furthermore, we cannot assure you that
additional financing will be available when and to the extent we require or that, if available, it will be on acceptable terms.

 Risks
Related to Our Common Stock

 Our stock
price may be volatile or may decline regardless of our operating performance, and the price of our common stock may fluctuate significantly.

 The market
price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including:

 competition from other radiation detection companies or related businesses;

 changes in government regulations, general economic or market conditions or trends in our industry or the economy as a whole and, in particular, in the nuclear power industry;

 changes in key personnel;

 entry into new geographic markets;

 actions and announcements by us or our competitors or significant acquisitions, divestitures, strategic partnerships, joint ventures or capital commitments;

 changes in operating performance and stock market valuations of other radiation detection and related companies;

 investors' perceptions of our prospects and the prospects of the nuclear power industry;

 fluctuations in quarterly operating results, as well as differences between our actual financial and operating results and those expected by investors;

 the public's response to press releases or other public announcements by us or third parties, including our filings with the SEC;

 announcements relating to litigation;

 financial guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;

 changes in financial estimates or ratings by any securities analysts who follow our common stock, our failure to meet these estimates or failure of those analysts to initiate or maintain coverage of our common stock;

 the development and sustainability of an active trading market for our common stock;

 future sales of our common stock by our officers, directors and significant stockholders; and

 changes in accounting principles affecting our financial reporting.

 These and
other factors may lower the market price of our common stock, regardless of our actual operating performance.

 The stock
markets and trading facilities, including the OTC Bulletin Board, have experienced extreme price and volume fluctuations that have affected
and continue to affect the market prices of equity securities in many companies. In the past, stockholders of some companies have instituted
securities class action litigation following periods of market volatility. If we were involved in securities litigation, we could incur
substantial costs and our resources and the attention of management could be diverted from our business.

 Our Common
Stock is subject to risks arising from restrictions on reliance on Rule 144 by shell companies or former shell companies.

 Under a
regulation of the SEC known as "Rule 144," a person who has beneficially owned restricted securities of an issuer and who
is not an affiliate of that issuer may sell them without registration under the Securities Act provided that certain conditions have been
met. One of these conditions is that such person has held the restricted securities for a prescribed period, which will be 6 months or
1 year, depending on various factors. The holding period for our common stock would be 1 year if our common stock could be sold under
Rule 144. However, Rule 144 is unavailable for the resale of securities issued by an issuer that is a shell company (other than a business
combination related shell company) or that 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 and (b) either (i) no or nominal assets, (ii) assets consisting solely of cash and cash equivalents;
or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets. Until the merger, we were a shell company.

 The SEC
has provided an exception to this unavailability if and for as long as the following conditions are met:

 The issuer of the securities that was formerly a shell company has ceased to be a shell company,

 The issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act,

 The issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and

 At least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company known as "Form 10 Information."

 If securities
or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading
volume could decline.

 The trading
market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our
business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry
analysts commence coverage of our company, the trading price for our common stock would be negatively impacted. If we obtain securities
or industry analyst coverage and if one or more of the analysts who cover us downgrades our common stock or publishes inaccurate or unfavorable
research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish
reports on us regularly, demand for our common stock could decrease, which could cause our stock price and trading volume to decline.

 Our management and other affiliates have significant
control of our Common Stock and could control our actions in a manner that conflicts with the interests of other stockholders.

 Our executive officers, directors and their affiliated
entities together will beneficially own approximately 37.3% of our Common Stock. As a result, these stockholders, acting together, will
be able to exercise considerable influence over matters requiring approval by our stockholders, including the election of directors, and
may not always act in the best interests of other stockholders. Such a concentration of ownership may have the effect of delaying or preventing
a change in our control, including transactions in which our stockholders might otherwise receive a premium for their shares over then
current market prices.

 Penny Stock Considerations

 Our shares
likely will be "penny stocks" as 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 shares thus will be subject to rules that impose sales practice and disclosure requirements on broker-dealers
who engage in certain transactions involving a penny stock.

 Under the
penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or accredited investor must
make a special suitability determination regarding the purchaser and must receive the purchaser's written consent to the transaction
prior to the sale. Generally, an individual with 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 is considered an accredited investor. In addition, under the penny stock regulations the broker-dealer
is required to:

 Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;

 Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;

 Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer's account, the account's value and information regarding the limited market in penny stocks; and

 Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction, prior to conducting any penny stock transaction in the customer's account.

 Failure
to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have a material
adverse effect on our business and operating results. In addition, current and potential stockholders could lose confidence in our financial
reporting, which could have an adverse effect on our stock price.

 Effective
internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide
reliable financial reports or prevent fraud, our operating results could be harmed.

 During the course of our testing, we may identify
deficiencies which we may not be able to remediate in time to meet the deadline imposed by the Sarbanes-Oxley Act for compliance with
the requirements of Section 404. In addition, if we fail to maintain the adequacy of our internal accounting controls, as such standards
are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we
have effective internal controls over financial reporting in accordance with Section 404. Failure to achieve and maintain an effective
internal control environment could cause us to face regulatory action and also cause investors to lose confidence in our reported financial
information, either of which could have an adverse effect on our stock price.

 We do not expect to pay any cash dividends
for the foreseeable future.

 The continued operation and growth of our business
will require substantial cash. Accordingly, we do not anticipate that we will pay any cash dividends on shares of our Common Stock for
the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will
depend upon our results of operations, financial condition, contractual restrictions relating to indebtedness we may incur, restrictions
imposed by applicable law and other factors our Board of Directors deems relevant. Investors seeking cash dividends in the foreseeable
future should not purchase our Common Stock.

 OTC Bulletin Board Qualification for Quotation

 On February 6, 2015, we were issued our ticker
symbol, UCLE on the OTC Bulletin Board from FINRA. On March 20, 2015, we were approved for DTC eligibility by the Depository Trust and
Clearing Corporation,) ("DTCC").

 Holders

 As of the date of this 10-K, we had 50 holders of record of our Common
Stock.

 Quantitative
and Qualitative Disclosures about Market Risk

entered into derivative financial instruments such as futures contracts, options and swaps, forward foreign exchange contracts or interest
rate swaps and futures. In 2022, we entered into two convertible debt instruments that included stock purchase warrants. Though there
were no derivatives associated with the Notes, the instruments are affected by changes in market interest rates. We believe that adequate
controls are in place to monitor any hedging activities. While we do have significant sales outside the United States, all of our sales
are settled with US currency, and we do not currently own assets and operate facilities in countries outside the United States and, consequently,
we are not affected by foreign currency fluctuations or exchange rate changes. Overall, we believe that our exposure to interest
rate risk and foreign currency exchange rate changes is not material to our financial condition or results of operations.

 Off-Balance
Sheet Arrangements

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.

 Critical Accounting Policies

 On April 5, 2012, the JOBS Act was signed
into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies.
As a "smaller reporting company," we have the option to delay adoption of new or revised accounting standards until those
standards would otherwise apply to private companies, until the earlier of the date that (i) we are no longer a smaller reporting
company or (ii) we affirmatively and irrevocably opt out of the extended transition period for complying with such new or revised
accounting standards. We have elected to opt out of this extended transition period. As noted, this election is irrevocable.

 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,
which include Goodwill and accounts receivable.

 We suggest that our significant accounting policies,
as described in our financial statements in the Summary of Significant Accounting Policies (Note 2), be read in conjunction with this
Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Recent Accounting Pronouncements

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

 In November 2023, the Financial Accounting Standards
Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
(ASU 2023-07). ASU 2023-07 is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant
segment expenses. The main provisions of ASU 2023-07 require a public entity to disclose on an annual and interim basis: (i) significant
segment expenses provided to the chief operating decision maker, (ii) an amount representing the difference between segment revenue less
segment expenses disclosed under the significant segment expense principle and each reported measure of segment profit or loss and a description
of its composition, (iii) provide all annual disclosures about a reportable segment's profit or loss and assets currently required under
Topic 280 in interim periods, (iv) clarify that if the chief operating decision maker uses more than one measure of a segment's profit
or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional
measures of segment profit, (v) the title and position of the chief operating decision maker and an explanation of how the chief operating
decision maker uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources,
and (vi) all disclosures required by ASU 2023-07 and all existing segment disclosures under Topic 280 for an entity with a single reportable
segment. The new guidance is effective for the fiscal years beginning after December 15, 2023, and for interim periods within fiscal years
beginning after December 15, 2024. Early adoption is permitted. The Company adopted ASU 2023-07 as of December 31, 2024, and has determined
that this ASU does not have a material effect on the Company's consolidated financial statements and related disclosures.

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

 Control by Management

 As of December 31, 2024, management currently
owns 27.9% of all the issued and outstanding capital stock of the Company. Consequently, due to our CEO and CFO also being board members,
management has significant ability to control the operations of the Company and will have the ability to control substantially all matters
submitted to stockholders for approval, including:

 Election of the board of directors;

 Removal of any directors;

 Amendment of the Company's certificate of incorporation or bylaws; and

 Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination.

 This Report Contains Forward-Looking Statements
and Information Relating to Us, Our Industry and To Other Businesses.

 ITEM 1B- UNRESOLVED STAFF COMMENTS.

 Not applicable.

 ITEM 1C- CYBERSECURITY

 Risk management and strategy

 The Company is committed to securing our information
technology systems, including accounting software and back-of-house software, against cybersecurity threats and protecting the privacy
of the data of our customers, employees, and other business partners. We recognize that cybersecurity threats are an ongoing concern in
today's digital world and that, despite devoting resources to secure our information technology systems, cybersecurity incidents
can occur and, if so, could negatively impact our brand, business, results of operations and financial condition. Cybersecurity threats
include any potential unauthorized occurrence on or conducted through our information technology systems or information technology systems
of a third party that we utilize in our business that may result in adverse effects on confidentiality, integrity, or access to our information
technology systems.

 Our cybersecurity risk management program includes
a cybersecurity incident response plan. We design and assess our program primarily following the guidelines of the National Institute
of Standards and Technology and Payment Card Industry Data Security Standard. This does not imply that we meet any particular technical
standards, specifications, or requirements, only that we use these frameworks as a guide to help us identify, assess, and manage cybersecurity
risks relevant to our business. The objectives of our programs are to protect the confidentiality, integrity, use and availability of
the Company's data; to protect against unauthorized access to the Company's data, the Company's network and information
technology applications; and to maintain disaster recovery plans to prepare for and respond to the potential for disruption in the Company's
information technology. To meet these objectives, the Company's Chief Executive Officer, website, and technical personnel manage
our cybersecurity, information technology, and data privacy programs.

 Our information technology infrastructure includes
firewalls, modern endpoint protections, intrusion detection tools and alerts, as well as multi-factor authentication to provide a multi-layered
approach to protecting our information technology systems from unauthorized access, use, disclosure, disruption, or destruction. Such
applications are regularly monitored and reviewed for adequacy and potential enhancements. We obtain System and Organizational Controls
("SOC") 1 or SOC 2 reports on an annual basis from vendors that host our significant financial applications to aid in our
assessment of information security risk amongst our relationships with the host vendors. We also perform access reviews for any of these
systems that are subject to Sarbanes-Oxley oversight.

 We have developed an incident response plan outlining
immediate response actions, including internal and external communication protocols. Under the plan, we have identified a management group
comprising our Chief Executive Officer, Chief Financial Officer, and Corporate Controller. The plan provides that any cybersecurity incident
will be reviewed by this group to determine whether it is material for securities law purposes and whether public disclosure is required,
following consultations with outside counsel and/or the Board of Directors.

 We currently do not maintain cyber risk insurance
coverage that is intended to mitigate the financial impact of cybersecurity and data privacy incidents experienced by the Company.

 Governance

 The full Board of Directors has the overall responsibility
for risk oversight, including cybersecurity matters. At a management level, our cybersecurity program is led by our Information Technology
manager, who reports to the Chief Financial Officer. Our Information Technology manager is equipped to help navigate the landscape of
cybersecurity risks and challenges and to implement and manage a comprehensive security strategy.

 While cybersecurity threats have not materially
affected our business strategy, results of operations or financial condition, future incidents may interrupt our operations and could
materially adversely affect our business, results of operations and financial condition.

 ITEM 2. PROPERTIES

 US Nuclear Corp is headquartered in Canoga Park,
CA, and occupies a 6,000-square foot leased facility and 8,000 square foot leased facility in Milford, Ohio. The office is divided among
the Company's various disciplines: management, finance, sales, marketing and customer service, with 25% of the available space dedicated
to inventory. Each location has a bookkeeper, production manager, assembly supervisor, production
workers, and customer service staff. Per the Company's lease agreements, the lease payments are $9,000 for each of the two
locations.

 The Company's executive offices are located
in Canoga Park, CA, at 7051 Eton Avenue, Canoga Park, California 91303. 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. The Company leases its current facilities from
Gold Team Inc. which owns both the Canoga Park, CA and Milford, Ohio properties. The following table lists the locations of all its current
locations.

 Location

 Address

 Size

 Canoga Park, California

 7051 Eton Avenue

 6,000 square feet

 Canoga Park, CA 91303

 Milford, Ohio

 1160 U.S. Route 50

 8,000 square feet

 Milford, OH 45150

 ITEM 3. LEGAL PROCEEDINGS.

 None.

 ITEM 4. MINE SAFETY DISCLOSURES.

 Not applicable.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS

 Market Information

 We have already been approved by FINRA for the
Over-the-Counter Bulletin Board ("OTCBB") trading and additionally have also been approved with the Depository Trust and Clearing
Corporation or ("DTCC") for DTC eligibility. Our stock ticker symbol is UCLE on the Over-the-Counter Bulletin Board. For information
on shareholders who owns 5% or more of our common stock, as well as the ownership of our officers and directors, please see "Security
Ownership of Certain Beneficial Owners and Management".

 Authorized Capital Stock

 The authorized capital stock of the Company consists
of 100,000,000 shares of Common Stock, par value $0.0001 per share, (the "Common Stock") and 5,000,000 shares of Preferred
Stock, (the "Preferred Stock") par value $0.0001 per share. As of December 31,
2024, we had (i) 52,712,778 shares of common stock outstanding, held of record by 50 shareholders, and (ii) 2,006 shares of Series A preferred
stock outstanding, held of record by 3 shareholders. As of May 29, 2025, 59,629,204 shares of common stock are outstanding, held by 52
shareholders; and 2,006 shares of Series A preferred stock, held by 3 shareholders.

 Description of Capital Stock

 The following
is a summary of the rights of our capital stock and certain provisions of our articles of organization, as amended, and by-laws. For
more detailed information, please see our articles of organization, as amended, and by-laws filed as exhibits to this Current Report on
Form 10-K. Each holder of the Company's Common Stock is entitled to one vote for each share held on all matters submitted to a vote
of shareholders and do not have cumulative voting rights. An election of directors by our shareholders shall be determined by a
plurality of the votes cast by the shareholders entitled to vote on the election. The holders of Common Stock are entitled to receive
pro rata dividends, when and as declared by the Board of Directors in its discretion, out of funds legally available therefore, but only
if all dividends on the Preferred Stock have been paid in accordance with the terms of such Preferred Stock and there exists no deficiency
in any sinking fund for the Preferred Stock.

 Dividends
on the Common Stock are declared by the Board of Directors. The payment of dividends on the Common Stock in the future, if any, will be
subordinate to the Preferred Stock and will be determined by the Board of Directors. In addition, the payment of such dividends will depend
on the Company's financial condition, results of operations, capital requirements and such other factors as the Board of Directors
deems relevant. The Company has heretofore never paid any dividends and the Board has no plans for the payment of future dividends.
 The Board presently plans for any future surplus income to be reinvested into growing the Company through additional investment.

 Preferred Stock

 The Board
of Directors is authorized to provide for the issuance of shares of preferred stock in series and, by filing a certificate pursuant to
the applicable law of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof
without any further vote or action by the shareholders. Any shares of preferred stock so issued would have priority over the common stock
with respect to dividend or liquidation rights. Any future issuance of preferred stock may have the effect of delaying, deferring or preventing
a change in control of our Company without further action by the shareholders and may adversely affect the voting and other rights of
the holders of common stock.

 The issuance
of shares of preferred stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition
proposal. For instance, the issuance of a series of preferred stock might impede a business combination by including class voting rights
that would enable the holder to block such a transaction or facilitate a business combination by including voting rights that would provide
a required percentage vote of the stockholders. In addition, under certain circumstances, the issuance of preferred stock could adversely
affect the voting power of the holders of the common stock. Although the Board of Directors is required to make any determination to issue
such stock based on its judgment as to the best interests of our stockholders, the Board of Directors could act in a manner that would
discourage an acquisition attempt or other transaction that some, or a majority, of the stockholders might believe to be in their best
interests or in which stockholders might receive a premium for their stock over the then market price of such stock. The Board of Directors
does not at present intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required
by law or stock exchange rules.

 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.

 The description
of certain matters relating to the securities of the Company is a summary and is qualified in its entirety by the provisions of the Company's
Certificate of Incorporation and By-Laws, copies of which have been filed as exhibits to the Company's Form 10 filed with the Securities
Exchange Commission on March 2, 2012, as updated by the Company's Form 8-K filed with the Securities Exchange Commission on October
15, 2013.

 Dividends

not paid any dividends on our common stock and do not presently intend to pay cash dividends prior to the consummation of a business combination.
The payment of cash dividends in the future, if any, will be contingent upon our revenues and earnings, if any, capital requirements and
general financial condition subsequent to consummation of a business combination, if any. The payment of any dividends subsequent to a
business combination, if any, will be within the discretion of our then existing board of directors. It is the present intention of our
board of directors to retain all earnings, if any, for use in our business operations and, accordingly, the board of directors does not
anticipate paying any cash dividends in the foreseeable future.

 Securities Authorized for Issuance under Equity Compensation Plans

 The Company does not have any equity compensation
plans or any individual compensation arrangements with respect to its common stock or preferred stock. The issuance of any of our common
or preferred stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued
shares without stockholder approval.

 Recent Sales of Unregistered Securities

 Common Stock

 During the twelve months
ended December 31, 2024, the Company issued:

 1,000,000 shares
of common stock to a Director, valued at $94,800; and

 9,589,000 shares of common stock valued at $371,780 in satisfaction of convertible debt and interest; and

 1,950,000
shares of common stock to consultants for services rendered valued at $109,216. The fair value was determined based on the Company's
stock price on the grant date.

 Preferred Stock, Series
A

 As of December
31, 2024, the Company is obligated, but has not yet issued:

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

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

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

 128 shares
of Series A preferred stock for an aggregate of $128,000 in cash.

 Issuer Purchases of Equity Securities

 None.

 ITEM 6. [ Reserved ]

 As a "smaller reporting company" as defined by Item 10
of Regulation S-K, the Company is not required to provide this information.

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Overview

 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 thereto contained in "Item 8. Financial Statements and
Supplementary Data" of this report on Form 10-K. 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.

 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.

 On April 18, 2012, Richard Chiang, then our sole
director and shareholder, entered into a Stock Purchase Agreement whereby Mr. Goldstein of US Nuclear Corp purchased 10,000,000 shares
of our common stock from Mr. Chiang, which constituted 100% of our issued and outstanding shares of common stock. Mr. Chiang then resigned
from all positions. Subsequently, on May 18, 2012, the Registrant appointed Mr. Chiang to serve as a member of the Board of Directors.
He resigned from this position on March 31, 2013.

 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. In 2024, we derived 50.49% of our total revenues
from sales made by Overhoff to four customers. We expect to encounter a continuation of this trend unless we are successful in diversifying
our client base, executing our acquisition strategy and experience increases in business from our Technical Associates division.

 Our international revenues were 23.8% of our total
revenue in 2024. We expect this to increase over time as we continue to field new orders, inquires, and engage new customers overseas
and recover post-pandemic. 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.

 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 with affairs related to Gold Team Inc. The Company leases its current facilities from Gold Team Inc. which owns both the Canoga
Park, CA and Milford, Ohio properties at an expense of $9,000 for each facility per month.

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

 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 year ended December 31, 2024, compared
to the year ended December 31, 2023

 Year Ended December 31,

 Change

 2024

 2023

 $

 %

 Sales

 $
 2,190,398

 $
 2,231,095

 $
 (40,697
)

 -1.8
 %

 Cost of goods sold

 1,174,769

 1,306,789

 (132,020
)

 -10.1
 %

 Gross profit

 1,015,629

 924,306

 91,323

 9.9
 %

 Selling, general and administrative expenses

 2,550,782

 2,565,950

 (15,168
)

 -0.6
 %

 Loss from operations

 (1,535,153
)

 (1,641,644
)

 106,491

 -6.5
 %

 Other expense

 (204,773
)

 (1,792,160
)

 1,587,387

 -88.6
 %

 Loss before provision for income taxes

 (1,739,926
)

 (3,433,804
)

 1,693,878

 -49.3
 %

 Provision for income taxes

 -

 -

 Net income (loss)

 $
 (1,739,926
)

 $
 (3,433,804
)

 $
 1,696,878

 -49.3
 %

 Revenue for the year ended December 31, 2024,
was $2,190,398 compared to $2,231,095 for the year ended December 31, 2023. The decrease of $40,697 or 1.8% is considered by management
to be indicative of slowed growth due to political and economic uncertainties. The revenue breakdown for the year ended December 31, 2024,
is as follows:

 North America 76.18%

 Asia (including Japan) 18.10%

 Other 5.73%

 Our gross margin for the year ended December 31,
2024, was 46.37% as compared to 41.43% for the year ended December 31, 2023. The increase in gross margin is due to the mix of products
sold during the period and their respective costs.

 Selling and general and administrative expenses
for the year ended December 31, 2024, decreased by $15,168 or 0.6% to $2,550,782; down from $2,565,950 for the year ended December 31,
2023. The decrease is largely attributed to a reduction in payroll benefits.

 Other expense for the year ended December 31,
2024, was $204,773, a decrease of $1,587,387 from $1,792,160 for 2023. Other expense in 2024 largely consisted of interest and dividend
expenses. In 2023, other expenses consisted of amortization of debt discount, equity loss in investment, loss on deconsolidation, loss
on an investment deposit, loss on extinguishment of debt, loss on conversion of stock, and gain on debt forgiveness. The decrease in 2024
was largely due to reductions in interest expense and additional debt discounts recorded related to the down-round provisions of our convertible
notes payable.

 The net loss for the year ended December 31, 2024,
was $1,739,926, compared to $3,433,804 for the year ended December 31, 2023.

 Liquidity and Capital Resources

 Our operations have historically been financed
by our majority stockholder. As funds were needed for working capital purposes, our majority stockholder would loan us the needed funds.
During the year ended December 31, 2024, the Company's majority shareholder loaned $531,100 to the Company and was repaid $155,868.
We anticipate meeting our capital needs through the sale of our common and preferred stock and loans from our majority stockholder, if
necessary.

 At December 31, 2024, total assets decreased by
$210,029 or 7.35% from $2,856,876 at December 31, 2023, primarily due to decreases in inventory.

 At December 31, 2024, total liabilities decreased
by 27.62% to $3,503,012 from $4,839,495 at December 31, 2023, due to decreases in accrued liabilities, accounts payable, related party
accounts payable, accrued compensation paid to officers, and note payable to shareholder.

 Cash
Flow

 The following
table summarizes our cash flows for the periods indicated below:

 For the

 Year Ended

 For the

 Year Ended

 December 31,

 December 31,

 2024

 2023

 Cash used in operating activities

 (509,053
)

 (263,444
)

 Cash used in investing activities

 (30,767
)

 (24,546
)

 Cash provided by financing activities

 517,820

 314,721

 Cash
Used in Operating Activities

 During the
year ended December 31, 2024, and December 31, 2023, cash used in operating activities of $509,053 and $263,444, respectively, primarily
reflected our net income for the period, adjusted by non-cash charges such as depreciation, common stock issued for services, debt discounts
and financing costs, loss on extinguishment of debt, loss on conversion of stock, as well as changes in accounts receivable, prepaids,
deposits, accounts payable, and accrued expenses.

 Cash
Used by Investing Activities

 During the
year ended December 31, 2024, and December 31, 2023, cash used in investing activities was $30,767, which consisted of an employee advance
and a note receivable. During the year ended December 31, 2023, cash used in investing activities was $24,546, which included purchase
of assets, cash paid for an investment, and a note receivable.

 Cash
Provided by Financing Activities

 During the
year ended December 31, 2024, cash provided by financing activities was $517,820, which consisted of net borrowings from lines of credit,
shareholder debt, and notes payable, offset by repayments on our convertible notes. During the year ended December 31, 2023, cash provided
by financing activities was $314,721, which primarily consisted of net borrowings from lines of credit, notes payable, shareholder debt,
and convertible notes.

 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.

 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.

 Contractual Obligations

 As a "smaller reporting company" as
defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 As a "smaller reporting company" as
defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 Please see the financial statements beginning
on page F-1 located elsewhere in this annual report on Form 10-K and incorporated herein by reference.

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None

 ITEM 9A. CONTROLS AND PROCEDURES

 Evaluation of Disclosure Controls and Procedures

 Under the supervision and with the participation
of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure
controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this
report. The disclosure controls and procedures ensure that all information required to be disclosed by us in the reports that we file
or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the SEC's
rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer as appropriate to allow
timely decisions regarding required disclosure. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that, as of December 31, 2024, these disclosure controls and procedures were ineffective.

 Management's Annual Report on Internal Control over Financial
Reporting

 Our management is responsible for establishing
and maintaining adequate internal controls over financial reporting. Our Officers are responsible to design or supervise a process that
provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. The policies and procedures include:

 maintenance of records in reasonable detail to accurately and fairly reflect the transactions and dispositions of assets,

 reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors, and

 reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

 Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can
provide only reasonable assurance of achieving their control objectives.

 Our management, with the participation of our
Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of
the end of the period December 31, 2024. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") in Internal Control – Integrated Framework (2013). Based on this evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the fiscal year December 31, 2024, our internal
controls over financial reporting were not effective due to the following.

 Lack of proper segregation of duties

 No formal documentation of our internal controls

 Lack of multiple levels of supervision and review

 Changes in Internal Controls over Financial Reporting

 Our management has determined that there were
no changes made in the implementation of our internal controls over financial reporting during the fourth quarter of the year ended December
31, 2024.

 Attestation Report of Independent Public Accounting
Firm

 This annual report does not include an attestation
report of our registered public accounting firm regarding internal control over financial reporting because as a smaller reporting company
we are not subject to attestation by our independent registered public accounting firm pursuant to rules of the Securities and Exchange
Commission that permit us to provide only management's report in this annual report.

 ITEM 9B. OTHER INFORMATION

 Not applicable

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS

 Not applicable

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 In June 2022, the Company appointed its
Chief Operating Officer, Richard Landry, to serve as the Chief Financial Officer of the Company effective as of June 30, 2022. On
August 12, 2023, Mr. Landry's resigned his position as CFO. Mr. Landry's resignation did not result from any
disagreement with the Company.

 On
August 12, 2023, the Board appointed Michael Hastings as Chief Financial Officer. Mr. Hastings remains a member of the Board of Directors.

 Effective
October 6, 2023, Michael Pope was appointed as a director of the Company.

 The following table contains information concerning our directors and
executive officers through the date of filing of this report.

 Name

 Age

 Position

 Robert I. Goldstein

 President, Chief Executive Officer, and Chairman of the Board of Directors

 Michael Pope

 Member of the Board of Directors

 Michael Hastings

 Chief Financial Officer, and member of the Board of Directors

 Officers and Directors

 Robert I. Goldstein –President, Chief
Executive Officer and Chairman of the Board of Directors: Mr. Goldstein entered the radiation detection industry in
1972 as an applications engineer, production manager, and then general manager for Optron Scientific Company, Inc. DBA, Technical Associates. Mr.
Goldstein is a physicist and an award- winning specialist in the nuclear radiation detection industry and has more than 30 years of experience
in the field. He has authored more than 20 white papers and abstract presentations on industrial research use of radiation measurement
equipment and instruments. His work has been approved by US Federal standards set by the EPA (Environmental Protection Agency), FDA (Food
and Drug Administration), and NRC (Nuclear Regulatory Commission). Mr. Goldstein has also worked closely with and continues ongoing joint
development programs with Los Alamos National Lab and Jefferson National Lab. He was instrumental in the acquisition of Overhoff Technology
Corp, at the time, the world's only tritium detection company, in 2006. His experience in the field of radiation detection ranges
from development of instrumentation to design and development for air, water and surface applications. He is also an accomplished inventor
having invented miniature radiation detectors for use during surgery. Mr. Goldstein graduated from MIT with a BS in Physics and from Stanford
University with an MS in Mechanical Engineering. Mr. Goldstein is affiliated with the following scientific groups: Health Physics Society,
American Nuclear Society, DOE (US Department of Energy) Tritium Focus Group, Air Monitoring User's Group and Health Physics Instrument
Committee.

 Michael Hastings– Chief Financial Officer
and Member of the Board of Directors: Mr. Hastings has been a corporate finance officer for over thirty years in the medical
device industry with C.R. Bard, Inc. (predecessor to Becton Dickinson), and in the industrial battery industry with EnerSys, Inc. (NYSE:
ENS). Mr. Hastings retired from EnerSys in 2011 as its Vice President and Treasurer with company revenue of $2 billion and operations
in all parts of the world. His responsibilities included global treasury operations including debt and capital transactions; corporate
tax; hedging of currencies, interest rate exposures and the price of raw materials; credit management; pension plan investments; and investor
relations. He participated fully in due diligence, valuation and negotiation of numerous acquisitions. Mr. Hastings was also a member
of the Board of Directors and Chief Financial Officer of MegaGraphite, Inc. - a private graphite exploration company in Canada between
2011 and when it was sold in 2014. Mr. Hastings was a member of the Board of Directors of Organic Transit, Inc., a private solar electric
vehicle company in the United States, from 2018 until the company was sold in 2020. In 2024, Mr. Hastings became a board member and CFO
of Environmental Transit, Inc., a private company formed to develop and produce solar and pedal-powered electric vehicles. Mr. Hastings
has no prior business relationship with the Company.

 Michael Pope – Member of the Board of
Directors: Mr. Pope has served as a director of the Company since October 2023. Mr. Pope currently serves as Managing Director of Yalecrest Partners,
a private equity and advisory firm, a position he has held since January 2024. From July 2015 to January 2024, Mr. Pope held various executive
positions at Boxlight (Nasdaq: BOXL), a global provider of interactive technology solutions, including serving as Chief Executive Officer
and Chairman from March 2020 to January 2024. During his tenure at Boxlight, Mr. Pope led the company through its initial public offering
on Nasdaq and growth from inception to more than $220 million in revenue and $15 million in EBITDA. From October 2011 to October 2016,
Mr. Pope was Managing Director at Vert Capital, a private equity and advisory firm, managing portfolio holdings in the education, consumer
products, technology and digital media sectors. From May 2008 to October 2011, he served as Chief Financial Officer and Chief Operating
Officer for the Taylor Family in Salt Lake City, where he managed family investment holdings in consumer products, professional services,
real estate and education. Mr. Pope also held positions including Senior SEC Reporting at Omniture (formerly listed on Nasdaq and acquired
by Adobe in 2009) and Assurance Associate at Grant Thornton. Mr. Pope has served as a director of Boxlight (Nasdaq: BOXL) since September
2014 and was a director of Novo Integrated Sciences (OTCQB: NVOS) from January 2021 to May 2025. He holds an
active CPA license and earned his undergraduate and graduate degrees in accounting from Brigham Young University.

 In particular,

 With respect to Mr. Goldstein, the board considered his perspective and experience with our ongoing strategy and operations that he has obtained through his service to the Company and his ability to evaluate and assist with potential acquisitions and business opportunities.

 With respect to Mr. Hastings, the board considered his extensive managerial and financial expertise, as well as his experience in the medical device industry and his previous experience serving on a board of directors.

 With respect to Mr. Pope, the board considered his extensive managerial and financial expertise, as well as his experience in acquisitions and his previous experience serving on a board of directors.

 The Board of Directors and Committees

 As of the date of this Report, we had one independent
director. We anticipate appointing additional independent directors as required in the future.

 Audit Committee

 As of the date of this Report, we did not have
a standing Audit Committee. We intend to establish an Audit Committee of the Board of Directors, which will consist of independent
directors, of which at least one director will qualify as a qualified financial expert as defined in the regulations of the SEC. The
Audit Committee's duties would be to recommend to our Board of Directors the engagement of independent auditors to audit our consolidated
financial statements and to review our accounting and auditing principles. The Audit Committee would review the scope, timing
and fees for the annual audit and the results of audit examinations performed by the internal auditors, if any, and independent public
accountants, including their recommendations to improve the system of accounting and internal control. The Audit Committee
would at all times be composed exclusively of directors who are, in the opinion of our Board of Directors, free from any relationship
that would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements
and generally accepted accounting principles. As of the date of this Report, we did not have an audit committee financial expert,
in light of our size, although we intend to review this issue as the Company grows, especially as the Company implements a standing Audit
Committee.

 Compensation Committee

 As of the date of this Report, we did not have
a standing Compensation Committee. We intend to establish a Compensation Committee of the Board of Directors. The Compensation
Committee would review and approve our salary and benefits policies, including compensation of executive officers. The Compensation
Committee would also administer any stock option plans that we may adopt and recommend and approve grants of stock options under such
plans.

 Nominating and Corporate Governance Committee

 As of the date of this Report, we did not have
a standing Nominating and Corporate Governance Committee. We intend to establish a Nominating and Corporate Governance Committee
of the Board of Directors to assist in the selection of director nominees, approve director nominations to be presented for stockholder
approval at our annual meeting of stockholders and fill any vacancies on our Board of Directors, consider any nominations of director
candidates validly made by stockholders, and review and consider developments in corporate governance practices.

 Compliance with Section 16(A)
of the Securities Exchange Act Of 1934

 Section
16(a) of the Securities Exchange Act of 1934, as amended ("Section 16(a)"), requires our Directors and executive officers,
and persons who beneficially own more than ten percent of a registered class of our equity securities (collectively, "Section 16
reporting persons"), to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock and
other equity securities. Section 16 reporting persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms
they file.

 To our knowledge,
based solely on a review of the copies of any such reports furnished to us, none of the Section 16 reporting persons failed to file on
a timely basis reports required by Section 16(a) of the Exchange Act with respect to our most recent fiscal year ended December 31, 2024.

 Code
of Ethics

 As of the date of this Report, we had not adopted
a formal, written code of conduct ("Code of Ethics") within the specific guidelines promulgated by the SEC, although we intend
to adopt a Code of Ethics.

 ITEM 11. EXECUTIVE COMPENSATION

 Executive Compensation

 Our President, CEO and Chairman of the Board of
Directors, Robert I. Goldstein is compensated for his services to the Company; no other officer receives compensation from the Company.
Until the Company acquires additional capital, it is not anticipated that any other officer will receive compensation from the Company
other than reimbursement for out-of-pocket expenses incurred on behalf of the Company.

 The Company has no stock option, retirement, pension,
or profit-sharing programs for the benefit of directors, officers or other employees, but our officers and directors may recommend adoption
of one or more such programs in the future.

 Employment Agreements and
Compensation

 Our President, Chief Executive Officer and Chairman
of the Board of Directors, Robert I. Goldstein, is compensated under an Employment Agreement that renews annually. The Agreement calls
for a salary of $100,000 per year.

 Summary Compensation Table

 The following table provides information regarding
the compensation of our named executive officers for the years ended December 31, 2024, and 2023.

 Name and Principal Position

 Year

 Salary

 Stock
 Awards

 Option
 Awards

 Non-Equity
 Incentive
 Plan
 Compensation

 Other
 Compensation

 Total

 Robert I. Goldstein President,

 2024

 $

 $
 -0-

 $
 -0-

 $
 -0-

 $
 -0-

 $

 Chief Executive Officer, and Chairman of the Board of Directors (1)

 2023

 $

 $
 -0-

 $
 -0-

 $
 -0-

 $
 -0-

 $

 Richard Landry,

 2024

 $
 -0-

 $
 -0-

 $
 -0-

 $
 -0-

 $
 -0-

 $
 -0-

 Chief Financial Officer (2)

 2023

 $
 75,000

 $
 32,348

 $
 -0-

 $
 -0-

 $
 -0-

 $
 107,348

 Michael Hastings,

 2024

 $
 -0-

 $
 94,900

 $
 -0-

 $
 -0-

 $
 -0-

 $
 94,900

 Chief Financial Officer

 2023

 $
 -0-

 $
 -0-

 $
 -0-

 $
 -0-

 $
 -0-

 $
 -0-

 (1)
 Mr.
Goldstein has accrued unpaid salary. On September 30, 2024, Mr. Goldstein converted $350,000 to a note payable, and $375,000 was
converted to Series A Convertible Preferred stock. (See Notes 8, 10, and 15)

 (2)
 Mr.
Landry has accrued unpaid salary up to the date of his resignation as CFO in August 2023. On September 30, 2024, Mr. Landry forgave
$60,000 owed to him and $150,000 unpaid salary was converted to a note payable. (see Notes 8 and 15)

 Equity Incentive Plan

 As of the date of this Report,
the Registrant has not entered into any Equity Incentive Plans.

 Option Grants in the Last
Fiscal Year

 No Stock
Appreciation Rights ("SARs") or options to purchase our stock were granted to the Named Executive Officers during fiscal year
ended December 31, 2024.

 Retirement Plan

 We do not currently have any
retirement plan, but we expect to adopt one in the near term.

 Director Compensation

 The following table provides information concerning
the compensation of the directors of the Company for the past fiscal year:

 Name

 Fees Earned or
 Paid in Cash

 Stock
 Awards

 All Other
 Compensation

 Total

 Robert I. Goldstein

 $
 -0-

 $
 -0-

 $
 -0-

 $
 -0-

 Michael Hastings

 $
 -0-

 $
 -0-

 $
 -0-

 $
 -0-

 Michael Pope

 $
 -0-

 $
 -0-

 $
 -0-

 $
 -0-

 Audit Committee Financial
Expert

The Company does not have an audit committee financial expert.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 As of the
date of this Report, there were 59,629,204 shares of common stock issued and outstanding. The following table sets forth certain information
regarding the beneficial ownership of the outstanding shares as of the date of this Report, (i) each of our executive officers and directors;
and (ii) all of our executive officers and directors as a group.

 Except as
otherwise indicated, each such person has investment and voting power with respect to such shares, subject to community property laws
where applicable. The address for all individuals for whom an address is not otherwise indicated is 7051 Eton Avenue, Canoga Park,
CA 91303.

 Name of Beneficial Owner

 Amount and
 Nature of
 Beneficial
 Ownership

 Percent (%) of
 Common
 Stock (1)

 Robert I. Goldstein, President & CEO, Chairman

 12,818,031

 24.32
 %

 Michael Hastings, CFO and Board Member**

 2,443,680

 4.64
 %

 All Directors and Officers as a Group (2 persons)

 15,261,711

 28.96
 %

 **
 Mr. Hastings was appointed as CFO on August 12, 2023.

 (1)
 Shares of Common Stock
beneficially owned and the respective percentages of beneficial ownership of Common Stock includes for each person shares issuable on
the exercise of all options and warrants and the conversion of other convertible securities beneficially owned by such person that are
currently exercisable. Such shares, however, are not included for the purpose of computing the percentage ownership of any other person.

 Significant Employees

 We are dependent
on the experience, knowledge, skill and expertise of our President and CEO Robert I. Goldstein. We are also in large part dependent on
our CFO, Michael Hastings, Nikki Truax, Manager of the Overhoff Division, Ivan Mitev, our Chief Engineer at the Overhoff Division, Ian
Embry in sales, and Rowena Paredes in accounting. The loss of any of the key personnel listed above could materially and adversely affect
our future business efforts. Our success depends in substantial part upon the services, efforts and abilities of Robert I. Goldstein,
our Chairman and Chief Executive Officer, due to his experience, history and knowledge of the nuclear radiation industry and his overall
insight into our business direction. The loss or failure to retain Mr. Goldstein, or to attract and retain additional qualified personnel,
could adversely affect our operations. 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 insurance.

 Family Relationships

 There are no family relationships among directors,
executive officers, or persons nominated or chosen by the issuer to become directors or executive officers.

 Involvement in Certain Legal Proceedings

 There have been no events under any bankruptcy
act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity
of any director, executive officer, promoter or control person of Registrant during the past five years.

 Meetings of the Board of Directors

 Mr. Goldstein was elected director by the former
sole stockholder of the Company in April 18, 2012. On March 28, 2014, Dr. Gerald Entine was elected to serve on the Board of Directors.
On May 22, 2018, Gerald Entine died, leaving a vacancy on the Board of Directors for the Company. In order to fill the vacancy resulting
from Mr. Entine's death, the Board of Directors consented in lieu of a meeting to nominate Dell Williamson for appointment to the
Board of Directors following receipt and review from Mr. Williamson, his Confidential Bad Actor Disqualifying Event Statement confirming
no "disqualifying event," as defined under Rule 506(e) of Regulation D under the 1933 Securities Act and confirmation of receipt
of the Company's Insider Trading Policy and related memorandum regarding the same (as disclosed in prior filings). In addition,
pursuant to Article IV of the Company's Bylaws, as amended, the Board of Directors nominated Michael G. Hastings to serve as a director
on the Board of Directors following receipt and review of the same disclosures and documents produced by Mr. Williamson, as identified
herein. By signing the consent resolution, Mr. Williamson and Mr. Hastings accepted appointment as directors on the Board of Directors. On
October 6, the Board of Directors nominated Michael Pope to serve as a director on the Board of Directors, following receipt and review
of disclosure documents produced by Mr. Pope. The Board establishes policy and provides strategic direction, oversight, and control of
the Company. As of the date of this Form 10-K, the Board of Directors had no standing audit, compensation, nominating or other committees,
although the Board intends to establish such committees in the future.

 Nominating Committee

 We have not adopted any procedures by which security
holders may recommend nominees to our Board of Directors.

 Retirement Plan

 We do not currently have any retirement plan, but we expect to adopt
one in the near term.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 As stated in our Item 2, Properties disclosure
on this Form 10-K, the Company's executive offices are located in Canoga Park, CA, at 7051 Eton Avenue, Canoga Park, California
91303. The lease payment for each facility is $9,000, payable monthly. 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. Mr. Goldstein holds an 8% interest in Gold Team Inc. The Company leases its current facilities
from Gold Team Inc. which owns both the Canoga Park, CA and Milford, Ohio properties.

 During the year ended December 31, 2024, the Company's
majority shareholder loaned the Company a net of $375,233. On September 30, 2024, Mr Goldstein agreed to forgive $300,000 owed to him
and converted $1,183,000 to a Series A Convertible Preferred Note Payable. The amounts due to Mr. Goldstein are $92,512 and $1,220,279
as of December 31, 2024, and 2023, respectively.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Audit Fees

 The aggregate fees billed by the Company's
current auditor Fruci & Associates II, PLLC, for professional services rendered for the audit of our annual financial statements,
review of our quarterly financial statements or services that are normally provided in connection with statutory and regulatory filings
were $68,939 and $78,955 for the years ended December 31, 2024, and 2023, respectively.

 Audit Related Fees

 There were no fees billed for assurance and related
services that are reasonably related to the performance of the audit or review of our financial statements for the year ended December
31, 2024, or 2023.

 Tax Fees

 The aggregate fees billed for professional services
for tax compliance, tax advice, tax planning for the year December 31, 2024, and 2023 was $0 and $0, respectively.

 All Other Fees

 There were no fees billed for other products and
services for the year ended December 31, 2024, or 2023.

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 15(a)(1). Financial Statements

 The following consolidated financial statements,
and related notes and Report of Independent Registered Public Accounting Firm are filed as part of this Annual Report:

 US Nuclear Corp. and Subsidiaries

 Consolidated Financial Statements

 For The Years Ended December 31, 2024 and 2023

 Contents

 Page

 Reports of Independent Registered Public Accounting
 Firms (PCAOB ID: 05525)

 Report of Fruci & Associates II, PLLC

 Consolidated Financial Statements:

 Consolidated
 Balance Sheets as of December 31, 2024, and 2023

 Consolidated
 Statements of Operations for the years ended December 31, 2024, and 2023

 Consolidated
 Statement of Changes in Shareholders' Equity for the years ended December 31, 2024, and 2023

 Consolidated
 Statements of Cash Flows for the years ended December 31, 2024, and 2023

 Notes to Consolidated Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the shareholders and board of directors of US Nuclear Corp.

 Opinion
on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of US Nuclear Corp. ("the Company") as of December 31, 2024 and 2023, and the related consolidated statements
of operations, changes in shareholders' equity, and cash flows for each of the years in the two-year period ended December 31, 2024,
and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company as of December 31, 2024 and 2023 and the results of its operations and
its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally
accepted in the United States of America.

 Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has
an accumulated deficit and net losses. These factors, among others, raise substantial doubt about the Company's ability to continue
as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 F- 2

 Critical Audit Matters

 The critical audit matters communicated below
are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to
the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions
on the critical audit matters or on the accounts or disclosures to which they relate.

 Evaluation of the Classification and Accounting
Treatment of Series A Preferred Stock

 Description of the Critical Audit Matter

 As described Note 10 of the consolidated financial
statements, the Company amended and restated the terms of its Series A Preferred Stock. The amendment raised complex considerations regarding
the appropriate classification of the Series A Preferred Stock, specifically whether it should be presented as temporary equity, and whether
the issuance should be accounted for as a redeemable financial instrument under the guidance of ASC 480, Distinguishing Liabilities
from Equity. Given the significance of the transaction, the complexity of the accounting standards involved, and the degree of judgment
required by management in determining the appropriate accounting treatment, we identified the evaluation of the amended Series A Preferred
Stock as a critical audit matter.

 How the Critical Audit Matter was Address in
the Audit

 Our principal audit procedures to evaluate management's
evaluation included, among other procedures, the following:

 Assessing the relevant terms of the amended and restated Series A Preferred
Stock agreement;

 Evaluating management's accounting analysis under ASC 480, including
whether the amended terms result in classification as a liability, temporary equity, or permanent equity;

 Substantively testing all preferred stock issuances during the year;

 Evaluating the adequacy of the Company's financial statement disclosures
for Preferred Stock.

 /s/ Fruci & Associates II, PLLC

 Fruci & Associates II, PLLC – PCAOB ID # 05525

 We have served as the Company's auditor since 2019.

 Spokane, Washington

 June 24, 2025

 F- 3

 CONSOLIDATED BALANCE SHEETS

 AS OF DECEMBER 31, 2024 AND 2023

 2024

 2023

 ASSETS

 CURRENT ASSETS

 Cash

 $
 130,840

 $
 152,840

 Accounts receivable, net

 351,398

 342,172

 Note receivable

 41,916

 21,149

 Inventories

 1,536,014

 1,761,783

 Prepaid expenses and other current assets

 10,000

 -

 TOTAL CURRENT ASSETS

 2,070,168

 2,277,944

 Property and equipment, net

 1,964

 4,217

 Investments

 4,539

 4,539

 Goodwill

 TOTAL ASSETS

 $
 2,646,847

 $
 2,856,876

 LIABILITIES AND SHAREHOLDERS' EQUITY

 CURRENT LIABILITIES

 Accounts payable

 $
 256,276

 $
 207,929

 Accounts payable - related party

 -

 456,000

 Accrued liabilities

 1,025,954

 1,020,743

 Accrued compensation - officers

 13,000

 860,000

 Customer deposit

 423,548

 6,771

 Deferred revenue

 -

 51,578

 Notes payable

 169,624

 104,308

 Convertible notes payable, net of debt discount

 405,403

 600,614

 Note payable to shareholder

 92,512

 1,220,279

 Line of credit

 311,273

 311,273

 TOTAL CURRENT LIABILITIES

 2,697,590

 4,839,495

 LONG-TERM LIABILITIES

 Notes payable

 805,422

 -

 TOTAL LONG-TERM LIABILITIES

 805,422

 -

 TOTAL LIABILITIES

 3,503,012

 4,839,495

 COMMITMENTS & CONTINGENCIES

 -

 -

 SHAREHOLDERS' EQUITY:

 Preferred stock, $0.0001 par value, 5,000,000 shares authorized:

 Preferred stock, Series A, $ 0.0001 par value, 10,000 shares authorized, no shares issued and outstanding

 -

 -

 Preferred shares to be issued ( 2,006 shares)

 2,006,000

 -

 Common stock, $ 0.0001 par value; 100,000,000 shares authorized, 52,712,778 and 40,173,778 shares issued and outstanding

 5,271

 4,017

 Common shares to be issued ( 572,660 shares)

 45,813

 126,000

 Additional paid-in capital

 16,763,076

 16,454,048

 Accumulated deficit

 ( 19,676,325
)

 ( 18,566,684
)

 TOTAL SHAREHOLDERS' EQUITY

 ( 856,165
)

 ( 1,982,619
)

 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

 $
 2,646,847

 $
 2,856,876

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

 F- 4

 CONSOLIDATED STATEMENTS OF OPERATIONS

 FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 2024

 2023

 Sales

 $
 2,190,398

 $
 2,231,095

 Cost of sales

 1,174,769

 1,306,789

 Gross profit

 1,015,629

 924,306

 Operating expenses

 Professional fees

 259,566

 376,056

 Officer compensation

 175,000

 Payroll and related expense

 528,835

 637,172

 Selling, general and administrative expenses

 1,662,381

 1,377,722

 Total operating expenses

 2,550,782

 2,565,950

 Loss from operations

 ( 1,535,153
)

 ( 1,641,644
)

 Other income (expense)

 Interest expense

 ( 225,476
)

 ( 307,136
)

 Loss on deconsolidation

 -

 ( 2,539
)

 Amortization of debt discount

 -

 ( 1,347,070
)

 Loss on investment deposit

 -

 ( 15,000
)

 Loss on extinguishment of debt

 -

 ( 79,646
)

 Loss on conversion of stock

 -

 ( 32,710
)

 Equity loss in investment

 -

 ( 8,059
)

 Other income

 20,703

 -

 Total other income (expense)

 ( 204,773
)

 ( 1,792,160
)

 Loss before provision for income taxes

)

)

 Provision for income taxes

 -

 -

 $
)

 $
)

 Preferred stock dividends

 ( 74,446
)

 -

 Deemed dividend for down-round provision in warrants

 -

 ( 2,013
)

 Net loss attributed to common stockholders

 $
 ( 1,814,372
)

 $
 ( 3,435,817
)

 Weighted average shares outstanding - basic and diluted

 46,763,793

 36,060,208

 Loss per share – basic and diluted

 $
 ( 0.04
)

 $
 ( 0.10
)

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

 F- 5

 CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS'
EQUITY

 FOR THE YEARS ENDED DECEMBER
31, 2024 AND 2023

 Common Stock

 Common Stock

 Preferred Stock

 Preferred Stock

 Additional Paid-in

 Accumulated

 Total Shareholders'

 Shares

 Amount

 Payable

 Shares

 Amount

 Payable

 Capital

 Deficit

 Equity

 Balance, December 31, 2022

 31,621,242

 $
 3,162

 $
 39,000

 -

 $
 -

 $
 -

 $
 14,740,401

 $
 ( 15,130,867
)

 $
 ( 348,304
)

 Issuance of common stock for services

 4,920,300

 -

 -

 -

 453,673

 -

 454,165

 Issuance of common stock for debt and interest

 2,083,000

 -

 -

 -

 350,683

 -

 350,891

 Deemed dividend for down-round provision in warrants

 -

 -

 -

 -

 -

 2,013

 ( 2,013
)

 -

 Common shares to be issued for services

 260,000

 87,000

 -

 -

 ( 87,026
)

 -

 -

 Additional BCF discount for down-round provision on notes

 -

 -

 -

 -

 -

 912,248

 -

 912,248

 Cashless exercise of warrants

 1,289,236

 -

 -

 -

 ( 129
)

 -

 Investment in Averox

 -

 -

 -

 -

 -

 2,539

 -

 2,539

 Debt discount on issuance of warrant

 -

 -

 -

 -

 -

 79,646

 -

 79,646

 -

 -

 -

 -

 -

 -

)

)

 Balance, December 31, 2023

 40,173,778

 $
 4,017

 $
 126,000

 -

 $
 -

 $

 $
 16,454,048

 $
 ( 18,566,684
)

 $
 ( 1,982,619
)

 Issuance of common stock for services

 2,950,000

 -

 -

 -

 204,016

 -

 204,311

 Issuance of common stock for debt and interest

 7,789,000

 -

 -

 -

 371,001

 -

 371,780

 Common shares to be issued for services

 1,800,000

 ( 126,000
)

 -

 -

 125,820

 -

 -

 Preferred stock dividends, payable in common shares

 -

 -

 45,813

 -

 -

 -

 ( 45,813
)

 -

 Preferred stock dividends, payable in cash

 ( 28,633
)

 ( 28,633
)

 Adoption of ASC 2020-06

 -

 -

 -

 -

 -

 ( 751,809
)

 704,731

 ( 47,078
)

 Series A Preferred Stock to be issued for conversion of debt

 -

 -

 -

 -

 -

 1,878,000

 -

 -

 1,878,000

 Series A Preferred Stock to be issued for cash

 -

 -

 -

 -

 -

 128,000

 -

 -

 128,000

 Forgiveness of related party debt

 -

 -

 -

 -

 -

 360,000

 -

 360,000

 -

 -

 -

 -

 -

 -

)

)

 Balance, December 31, 2024

 52,712,778

 $
 5,271

 $
 45,813

 -

 $
 -

 $
 2,006,000

 $
 16,763,076

 $
 ( 19,676,325
)

 $
 ( 856,165
)

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

 F- 6

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 2024

 2023

 OPERATING ACTIVITIES

 $
)

 $
)

 Adjustment to reconcile net loss to net cash used in operating activities:

 Depreciation and amortization

 2,253

 3,141

 Bad debt expense

 -

 6,590

 IRS Penalties

 -

 117,154

 Issuance of common stock for services

 204,311

 454,165

 Amortization of debt discounts

 -

 1,347,070

 Finance costs

 92,500

 197,643

 Loss on deconsolidation

 -

 2,539

 Loss on investment deposit

 -

 15,000

 Loss on extinguishment of debt

 -

 79,646

 Loss on conversion of stock

 -

 32,710

 Equity loss in investment

 -

 8,059

 Changes in operating assets and liabilities:

 Accounts receivable

 ( 9,227
)

 ( 18,904
)

 Inventories

 225,768

 262,881

 Prepaid expenses and other current assets

 -

 26,370

 Accounts payable

 48,347

 107,531

 Accounts payable - related parties

 144,000

 176,000

 Accrued liabilities

 69,720

 218,110

 Accrued compensation - officers

 88,000

 165,000

 Deferred revenue

 76,949

 51,578

 Customer deposits

 288,252

 ( 81,923
)

 Net cash used in operating activities

 ( 509,053
)

 ( 263,444
)

 INVESTING ACTIVITIES

 Purchase of property and equipment

 -

 ( 858
)

 Employee advance

 ( 10,000
)

 -

 Note receivable

 ( 20,767
)

 ( 21,149
)

 Cash paid for investment

 -

 ( 2,539
)

 Net cash used in investing activities

 ( 30,767
)

 ( 24,546
)

 FINANCING ACTIVITIES

 Net borrowings (repayments) under lines of credit

 -

 3,952

 Proceeds from notes payable

 249,400

 122,501

 Repayments on notes payable

 ( 178,812
)

 ( 27,767
)

 Proceeds from convertible notes payable

 144,000

 -

 Repayments on convertible notes payable

 ( 200,000
)

 ( 129,565
)

 Proceeds from note payable to shareholder

 531,100

 432,200

 Repayments for note payable to shareholder

 ( 155,868
)

 ( 86,600
)

 Proceeds from issuance of preferred stock

 128,000

 -

 Net cash provided by (used in) financing activities

 517,820

 314,721

 NET INCREASE (DECREASE) IN CASH

 ( 22,000
)

 26,731

 CASH

 Beginning of period

 $
 152,840

 $
 126,109

 End of period

 $
 130,840

 $
 152,840

 Supplemental disclosures of cash flow information

 Taxes paid

 $
 -

 $
 -

 Interest paid

 $
 61,553

 $
 20,435

 Non-Cash investing and financing activities

 Beneficial conversion feature on down-round provision

 $
 -

 $
 912,248

 Additional principal as consideration of maturity date extension

 $
 92,500

 $
 -

 Common shares issued for future services

 $
 -

 $
 126,000

 Accrued compensation in exchange for notes payable

 $
 500,000

 $
 -

 Deemed dividend on down round provision

 $
 -

 $
 2,013

 Common stock issued for conversion of convertible debt and accrued interest

 $
 371,780

 $
 351,890

 Preferred stock issued for conversion of debt

 $
 1,878,000

 $
 -

 Preferred stock dividends payable in common stock

 $
 45,813

 $
 -

 Preferred stock dividends payable in cash

 $
 28,633

 $
 -

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

 F- 7

 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.

 Basis of Presentation

 The accompanying consolidated financial statements
have been prepared in conformity with accounting principles generally accepted in the United States of America.

 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 $ 1,739,926 for the
year ended December 31, 2024, and had an accumulated deficit of $ 19,676,325 as of December 31, 2024, which raises substantial doubt
about its ability to continue as a going concern.

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

 Note 2 – Summary of Significant Accounting Policies

 Principles of Consolidation

 The accompanying consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiaries, Cali From Above, LLC, and Optron and its wholly-owned subsidiary,
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.

 F- 8

 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 December 31, 2024 and 2023.

 Concentration of Credit Risk

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

 Accounts Receivable

 The Company maintains reserves for potential credit losses for accounts
receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer
credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves.
Reserves are recorded based on the Company's historical collection history in addition to an analysis of future potential credit
losses. Management considers the aging of accounts receivable, changes to customer credit ratings, as well as any industry-specific factors
and economic growth trends that could impact credit loss estimates. Allowance for doubtful accounts as of December 31, 2024 and 2023 were
$ 5,793 and $ 6,590, respectively.

 Inventories

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

 F- 9

 Property and Equipment

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

 Furniture and fixtures
 5 years

 Leasehold improvement
 Lesser of lease life or economic life

 Equipment
 5 years

 Computers and software
 5 years

 Long-Lived Assets

 The Company applies the provisions of Accounting
Standards Codification ("ASC") Topic 360, Property, Plant, and Equipment, which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets
used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets
are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount
exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except
that fair values are reduced for the cost of disposal. Based on its review at December 31, 2024 and 2023, 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, 2024, and
2023, the Company performed the required impairment analysis, resulting in no impairment adjustments. Significant estimates used
in the goodwill impairment analysis may change in the upcoming year if revenues do not rebound and the cost of materials continues to
increase.

 Derivative Financial Instruments

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

 F- 10

 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 a capital transaction.

 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:

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

 identification of performance obligations in the respective contract;

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

 allocation the transaction price to each performance obligation; and

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

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

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

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

 F- 11

 Sales returns and allowances were $ 0 and $ 0 for
the years ended December 31, 2024, and 2023, respectively. The Company provides a one-year warranty on all sales. Warranty expense for
the years ended December 31, 2024, and 2023 was insignificant. The Company does not provide unconditional right of return, price protection
or any other concessions to its customers.

 See Notes 11 and 12 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.

 F- 12

 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. As of December 31, 2024, and 2023 there were 21,000,000 and 1,000,000 warrants outstanding,
respectively, to purchase shares of common stock. Basic and diluted earnings per share are the same during the years ended December 31,
2024, and 2023 due to the net loss incurred. As of December 31, 2024, the number of potentially dilutive shares issuable on our convertible
notes and accrued interest, and convertible Series A preferred was 7,332,950.

 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 11.

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

 F- 13

 In November 2023, the Financial Accounting Standards
Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
(ASU 2023-07). ASU 2023-07 is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant
segment expenses. The main provisions of ASU 2023-07 require a public entity to disclose on an annual and interim basis: (i) significant
segment expenses provided to the chief operating decision maker, (ii) an amount representing the difference between segment revenue less
segment expenses disclosed under the significant segment expense principle and each reported measure of segment profit or loss and a description
of its composition, (iii) provide all annual disclosures about a reportable segment's profit or loss and assets currently required under
Topic 280 in interim periods, (iv) clarify that if the chief operating decision maker uses more than one measure of a segment's profit
or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional
measures of segment profit, (v) the title and position of the chief operating decision maker and an explanation of how the chief operating
decision maker uses the reported measure of segment profit or loss in assessing segment performance and deciding how to allocate resources,
and (vi) all disclosures required by ASU 2023-07 and all existing segment disclosures under Topic 280 for an entity with a single reportable
segment. The new guidance is effective for the fiscal years beginning after December 15, 2023, and for interim periods within fiscal years
beginning after December 15, 2024. Early adoption is permitted. The Company adopted ASU 2023-07 as of December 31, 2024, and has determined
that this ASU does not have a material effect on the Company's consolidated financial statements and related disclosures.

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

 Note 3 – Inventories

 Inventory at December 31, 2024 and 2023 consisted of the following:

 2024

 2023

 Raw materials

 $
 867,260

 $
 983,996

 Work in Progress

 446,044

 283,568

 Finished goods

 222,710

 494,219

 Total inventories

 $
 1,536,014

 $
 1,761,783

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

 Note 4 – Property and Equipment

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

 2024

 2023

 Furniture and fixtures

 $
 104,674

 $
 148,033

 Leasehold Improvements

 50,091

 50,091

 Equipment

 237,418

 237,418

 Computers and software

 40,340

 40,339

 432,523

 475,881

 Less accumulated depreciation

 ( 430,559
)

 ( 471,664
)

 Property and equipment, net

 $
 1,964

 $
 4,217

 Depreciation expense for the years ended December
31, 2024, and 2023 was $ 2,253 and $ 3,141, respectively. At December 31, 2024 and 2023, the Company had $ 425,219 of fully depreciated
property and equipment that is still in use.

 F- 14

 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 December 31, 2024 and 2023 was $ 1,000 and $ 1,000, respectively.

 MIFTI

 In April 2019, the Company also entered into a
Cooperative Agreement with MIFTI whereby the Company acquired certain exclusive manufacturing and supply rights, including thermonuclear
fusion-powered reactor for production of electricity per MIFTI designs in return for $500,000, of which $100,000 is payable upon signing,
$200,000 within four months of the agreement and $200,000 within nine months of the agreement. The $500,000 is an option to buy a 10%
interest in MIFTI for $2,700,000, if completed with 24 months of the agreement date. If the option expires, MIFTI shall issue the Company
500,000 shares of common stock and rescind all other exclusive rights contained in the agreement. The option was rescinded, and the Company
received 500,000 shares of MIFTI common stock which represents an ownership of approximately 0.56 % for its $ 500,000 investment. The Company
evaluated this investment for impairment and determined that an impairment of $ 499,000 was necessary during the year ended December 31,
2019. The carrying value of this investment at December 31, 2024 and 2023 was $ 1,000 and $ 1,000, respectively.

 GRAPHETON

 On February 5, 2020, the Company entered into
a Stock Purchase Agreement ("SPA") with Grapheton, Inc., a California corporation ("Grapheton"). The transaction
was closed on March 12, 2020. Grapheton is a start-up company that focuses on building energy storage 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.

 F- 15

 Information regarding Grapheton as of and for
the year ended December 31, 2024, is below:

 Current assets

 $
 7,054

 Total assets

 11,103

 Current liabilities

 1,763,822

 Total liabilities

 1,763,822

 Total stockholders' equity

 ( 1,752,719
)

 Revenue

 $
 -

 Operating expenses

 ( 27,651
)

 Other expenses

 -

 ( 27,651
)

 The Company evaluated this investment and recorded
a loss attributed to equity investment of $ 0 during the year ended December 31, 2024. The carrying value of this investment on December
31, 2024 was $ 0.

 Note
6 – Deconsolidation of Subsidiary

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

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

 Note 7 – 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 December 31, 2024 and 2023, the amount outstanding under this note payable
was $ 5,272 and $ 5,272, respectively. The Company was in default on payment of the note payable as of December 31, 2024.
The Company has communicated with the debt holder, and the amount is considered payable on demand as of December 31, 2024.

 On December 26, 2020, a line of credit held by
the company had matured, and based on the terms of the line of credit agreement was converted to a note payable upon demand. The obligation
accrues interest at the rate of $ 10.89 per day until the bank receives full payment. As of December 31, 2024, the balance owed by
the Company was $ 1,500.

 On October 12, 2023, the Company entered into
a note payable in the amount of $ 125,000 and included an origination fee of $ 2,500, which was deducted from the proceeds. The note bears
non-annualized interest of $ 25,000 and 52 payments of $ 2,885 are to be paid weekly until paid in full. As of December 31, 2024, the note
was paid in full.

 On September 30, 2024, the Company entered into
a Promissory Note with Gold Team Inc., a company owned by the Company's CEO, in the amount of $ 300,000. The Note bears interest
of 7.2 % per annum, payable quarterly, and matures on October 1, 2027. As of December 31, 2024, the balance of principal and interest on
the Note was $ 305,400. (See Note 15)

 On September 30, 2024, the Company entered into
a Promissory Note with Robert Goldstein, the Company's CEO, in the amount of $ 350,000. The Note bears interest of 7.2 % per annum,
payable quarterly, and matures on October 1, 2027. As of December 31, 2024, the balance of principal and interest on the Note was $ 356,300.
(See Note 15)

 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 December 31, 2024, the balance of
principal and interest on the Note was $ 152,700.

 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, 2024, the balance of principal and interest on the Note was $ 127,346.

 On October 31, 2024, the Company entered into
a note payable in the amount of $ 79,400 and included an origination fee of $ 2,374. The note bears non-annualized interest of 22,153 and
65 payments of $, 1562 are to be paid weekly until paid in full. As of December 31, 2024, the balance of principal and interest on the
Note was $ 68,406.

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

 F- 16

 Convertible Notes

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

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

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

 On April 17, 2024, the Holder of the Company's
convertible Notes issued on May 5, 2022, and October 10, 2022, agreed to extend the maturity dates to December 31, 2024, under Amendment
#2 of the Notes. In consideration for extending the maturity dates, the principal balance of Note 1 was increased by $ 50,000 and the principal
balance of Note 2 was increased by $ 20,000. During the twelve months ended December 31, 2024, the Company converted $ 371,780 in principal
and interest in exchange for 7,789,000 shares of common stock.

 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 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.

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

 December 31, 2024

 Maturity Date

 Principal
 Amount

 Contractual
 Interest

 Stated
 Interest Rate

 Default
 Interest

 Effective
 Interest Rate

 December 31, 2024

 $
 261,403

 $

 %

 %

 5.084
 %

 February 20, 2030

 $
 72,000

 $
 -

 %

 %

 6.168
 %

 February 20, 2030

 $
 72,000

 $
 -

 %

 %

 6.168
 %

 Demand Note Payable to Shareholder

 Robert Goldstein, the CEO and majority shareholder,
has loaned funds to the Company from time to time to cover general operating expenses. These loans are evidenced by unsecured, non-interest-bearing
notes, payable upon demand. During the twelve months ended December 31, 2024, the Company's majority shareholder loaned $ 531,100
to the Company and was repaid $ 155,867. On September 30,2024, $ 1,203,000 owed to Mr. Goldstein was converted to 1,203 Series A Convertible
Preferred shares of the Company (see Note 10) and $ 300,000 was forgiven by Mr. Goldstein and was recorded as a credit to additional paid
in capital. As of December 31, 2024, and December 31, 2023, the balances due were $ 92,512 and $ 1,220,279, respectively.

 F- 17

 On September 30, 2024, Gold Team Inc., a company
owned by the Company's CEO, Robert Goldstein, agreed to convert $ 300,000 of the balance owed to him for accrued rents payable to
a long-term note payable. The Note bears interest of 7.2 % per annum, payable quarterly, and matures on October 1, 2027. As of December
31, 2024, the balance of principal and interest on the Note was $ 305,400. (See Note 15)

 On September 30, 2024, the Company's CEO,
agreed to convert $ 350,000 of the balance owed to him for accrued compensation to a long-term note payable. The Note bears interest of
 7.2 % per annum, payable quarterly, and matures on October 1, 2027. As of December 31, 2024, the balance of principal and interest on the
Note was $ 356,300. (See Note 15)

 Future maturities of all loans and notes payable
as of December 31, 2024, are as follows:

 Years ended December 31,

 December 31,
 2024

 December 31,
 2023

 2025

 $
 537,190

 $

 2026

 30,270

 2027

 944,000

 2028

 2029

 -

 Thereafter

 $
 1,511,460

 $

 Note 8 – Lines of Credit

 As of December 31, 2024, the Company had three
lines of credit with a maximum borrowing amount of $ 400,000 with interest ranging from 5.5 % to 11.5 %. As of December 31, 2024, and 2023,
the amounts outstanding under these lines of credit were $ 311,273 and $ 311,273, respectively.

 Note 9 – Leases

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

 The Company leases its current facilities from
Gold Team Inc., a company owned by the Company's CEO, which owns both the Canoga Park, CA and Milford, Ohio locations. The leases
expire 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 the forbearance
of rent on both properties until July 1, 2025. Future minimum lease payments under this agreement for the twelve months ending December
31, 2025, is $ 108,000. Effective January 1, 2019, the Company adopted the provision of ASC 842 Leases.

 The lease expense for the twelve months
ended December 31, 2024, and 2023 was $ 162,000 and $ 168,000, respectively. Cash paid under operating leases during the twelve months
ended December 31, 2024, and 2023 was $ 0 and $ 0, respectively. On September 30, 2024, the cumulative balance payable on the leases
was $ 618,000, of which $ 300,000 was converted to 300 Series A Convertible Preferred shares of the Company and the remaining balance
of $ 300,000 was converted to a long-term note payable. (see Notes 7 and 10) As of December 31, 2024, the weighted average remaining
lease terms were 0.1 years, and the weighted average discount rate was 8 %.

 F- 18

 Note 10 – Shareholders' Equity

 Common stock

 During the twelve months ended December 31, 2024,
the Company issued:

 1,000,000 shares of common stock to its CFO, valued at $ 94,800; and

 9,589,000 shares of common stock valued at $ 371,780 in satisfaction of convertible debt and interest; and

 1,950,000 shares of common stock to consultants for services rendered valued at $ 109,411. The fair value was
determined based on the Company's stock price on the grant date; and

 During the twelve months ended December 31, 2023,
the Company issued:

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

 2,083,000 shares of common stock valued at $ 350,891 in satisfaction of convertible debt and interest; and

 2,580,300 shares of common stock to consultants for services rendered valued at $ 215,085. The fair value was
determined based on the Company's stock price on the grant date; and

 771,845 and 517,391 shares of common stock in a cashless exercise of 1,500,000 and 1,000,000 warrants, respectively.

 Convertible Preferred Stock, Series
A

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

 As of December 31, 2024, the Company
is obligated, but has not yet issued:

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

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

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

 128 shares of preferred stock to a related party for $ 128,000 in cash.

 As of December 31, 2024, the
Company accrued $ 28,633 in cash dividends and 572,660 common stock dividends at a fair value of $ 45,813. All current holders of our Series
A preferred agreed to defer payment of accrued interest and common stock dividends entitled to them until June 30, 2025.

 Additional Paid in Capital

 During the
twelve months ending December 31, 2024, the Company recorded $ 360,000 to additional paid in capital as result of forgiveness of debt
by a related party.

 F- 19

 On September
30, 2024, the date of issuance for the converted related party debt to Series A Convertible Preferred, the fair market value was estimated
using the Option Pricing Model and the fair value of the underlying shares. Since the estimated fair market value was substantially lower
than the liability extinguished and the transaction is not considered an arm's length transaction, the Company recorded the aggregate
value of the liability extinguished as a capital contribution.

 Warrants

 The following table summarizes the activity related
to warrants:

 Weighted

 Weighted

 Average

 Average

 Remaining

 Aggregate

 Warrants

 Exercise

 Contractual

 Intrinsic

 Outstanding

 Price

 Life

 Value

 Outstanding, December 31, 2022

 2,500,000

 $
 0.11

 2.32

 $
 -

 Granted

 $
 0.05

 5.00

 $
 -

 Forfeited

 -

 -

 Exercised

 2,500,000

 -

 Outstanding, December 31, 2023

 $
 0.05

 4.86

 $
 -

 Granted

 Forfeited

 -

 Exercised

 -

 Outstanding, December 31, 2024

 $
 0.04

 3.78

 $
 39,000

 Exercisable, December 31, 2024

 $
 0.04

 3.78

 $
 39,000

 The above
warrants contain a down-round provision that requires the exercise price to be adjusted if the Company sells shares of common stock below
the current exercise price. During the twelve months ending December 31, 2023, the Company issued shares of common stock for $ 0.052 therefore,
the exercise price of these warrants was adjusted from $ 0.75 to $ 0.052 pursuant to the down-round provision in the warrant agreement.
 For the twelve months ending December 31, 2024, and 2023, t he change in fair value
between the value of the warrants using the new exercise price versus the old exercise price was calculated to be $ 0 and $ 2,013, respectively.
These amounts are recorded as a deemed dividend in the accompanying consolidated financial statements.

 The following table summarizes information about outstanding and exercisable
warrants as of December 31, 2024

 Outstanding and Exercisable

 Number of Warrants

 Exercise Price

 $
 0.05

 Note 11 – 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. The assets and operations of the Company's subsidiary, Cali From Above are included with Optron in the table below
up to the date of deconsolidation on March 3, 2023. (See Note 6)

 F- 20

 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 December 31, 2024, and 2023:

 Years Ended December 31,

 2024

 2023

 Sales

 $
 154,013

 $
 277,511

 2,036,385

 1,953,584

 -

 -

 $
 2,190,398

 $
 2,231,095

 Gross profit

 $
 ( 178,630
)

 $
 152,772

 1,194,258

 771,534

 -

 -

 $
 1,015,628

 $
 924,306

 Income (loss) from operations

 $
 ( 1,169,160
)

 $
 ( 985,803
)

 169,394

 12,567

 ( 535,387
)

 ( 668,407
)

 $
 ( 1,535,153
)

 $
 ( 1,641,644
)

 Interest Expenses

 $
 9,285

 $
 14,346

 31,752

 19,391

 184,439

 273,399

 $
 225,476

 $
 307,136

 Net income (loss)

 $
 ( 1,178,445
)

 $
 ( 1,007,689
)

 158,345

 ( 1,824
)

 ( 719,826
)

 ( 2,434,291
)

 $
)

 $
)

 As of December 31,

 2024

 2023

 Total Assets

 $
 789,416

 $
 830,844

 1,836,834

 2,007,107

 20,597

 18,925

 $
 2,646,847

 $
 2,856,876

 Goodwill

 $
 -

 $
 -

 -

 -

 $

 $

 F- 21

 Note 12 – 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 years ended December 31, 2024, and 2023 is as follows:

 2024

 2023

 Geographical sales

 North America

 $
 1,668,963

 $
 1,976,172

 Asia

 380,352

 172,308

 South America

 19,698

 12,356

 Other

 121,385

 70,259

 $
 2,190,398

 $
 2,231,095

 Note 13 – Income Taxes

 At December 31, 2024, and 2023, the significant components of the deferred
tax assets are summarized below:

 2024

 2023

 Approximate net operating loss carry forwards

 $
 16,036,000

 $
 15,927,000

 Deferred tax assets:

 Federal net operating loss

 $
 3,367,515

 $
 3,344,643

 State net operating loss

 1,116,797

 1,086,735

 Tax credit

 49,740

 49,740

 Goodwill

 ( 148,373
)

 ( 148,373
)

 Total deferred tax assets

 4,385,679

 4,332,745

 Less valuation allowance

 ( 4,385,679
)

 ( 4,332,745
)

 $
 -

 $
 -

 The valuation allowance increased by $ 52,934 in 2024 and increased
by $ 1,553,998 in 2023. The Company generated additional net operating losses for the twelve months ended December 31, 2024, of $ 109,000.
The valuation allowance in 2024 was adjusted to true-up to the tax returns as filed through December 31, 2023. The Company's remaining
tax credit carryforwards of $ 49,740 begin to expire in 2027 and its net operating loss carryforward of approximately $ 16,036,000 begins
to expire in 2027.

 Income tax expense reflected in the consolidated
statements of income consist of the following for 2024 and 2023:

 2024

 2023

 Current

 Federal

 $
 -

 $
 -

 State

 -

 -

 -

 -

 Deferred

 Federal

 -

 -

 State

 -

 -

 -

 -

 Income tax expense

 $
 -

 $
 -

 F- 22

 The reconciliation of the effective income tax rate to the federal
statutory rate for the years ended December 31, 2024, and 2023 is as follows:

 2024

 2023

 Federal income tax rate

 21.0
 %

 21.0
 %

 State tax, net of federal benefit

 6.0
 %

 6.0
 %

 Net operating losses

 - 27.5
 %

 - 27.5
 %

 Permanent differences

 - 1.0
 %

 - 0.0
 %

 Amortization of goodwill

 0.0
 %

 0.3
 %

 Effective income tax rate

 0.0
 %

 0.0
 %

 The Company files income tax returns in the U.S.
federal jurisdiction, and various state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and
local income tax examinations by tax authorities for years before 2019.

 The Company periodically evaluates the likelihood
of the realization of deferred tax assets and adjusts the carrying amount of the deferred tax assets by the valuation allowance to the
extent the future realization of the deferred tax assets is not judged to be more likely than not. The Company considers many factors
when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative earnings experience by
taxing jurisdiction, expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting
purposes, and other relevant factors.

 Future changes in the unrecognized tax benefit
will have no impact on the effective tax rate due to the existence of the valuation allowance. The Company will continue to classify income
tax penalties and interest as part of general and administrative expense in its consolidated statements of operations. As of December
31, 2024, and 2023 penalties and interest accrued on unpaid payroll taxes were $ 72,953 and $ 117,154, respectively.

 Note 14 – Concentrations

 For the year ended December 31, 2024, one customer
accounted for more than 10% of the Company sales at 18.93 %. At December 31, 2024, four customers accounted for more than 10% of the accounts
receivable balance, 29.1 %, 27.6 %, 14.4 %, and 13.2 %, respectively.

 For the
year ended December 31, 2023, three customers accounted for more than 10% of the Company sales, 28.38 %, 11.36 %. and 11.07 %,
respectively. At December 31, 2023 two customers accounted for more than 10% of the accounts receivable balance, 70.1 % and 12.2 %,
respectively.

 No vendors accounted for more than 10% of the
Company's purchases for the years ended December 31, 2024, and 2023.

 Note 15 – 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 twelve months ended December 31, 2024, and 2023 was $ 162,000 and $ 176,000, respectively. As of December 31,
2024, and December 31, 2023, amounts payable to Gold Team Inc. in connection with the above leases amount to $ 0 and $ 456,000,
respectively (See Notes 7 and 10).

 As of December 31, 2024, and December 31, 2023,
the Company had accrued compensation payable to its CEO of $ 13,000 and $ 650,000, respectively. On September 30, 2024, the
Company's CEO, Robert Goldstein, converted $ 350,000 into a note payable and $ 375,000 into Series A Convertible Preferred
stock of the Company (See Notes 7 and 10).

 F- 23

 During the year ended December 31, 2024, the Company's
prior CFO, Richard Landry, agreed to forgive $ 60,000 of the $ 210,000 owed to him for accrued compensation and converted the
balance of $ 150,000 to a note payable. (See Note 8) During the year ended, December 31, 2023, the company issued 530,300 shares
of common stock to Richard Landry for a value of $ 32,348 or $.061 per share, the fair value on the grant date.

 During the year ended December 31, 2024, the Company's CFO, Michael
Hastings, invested an aggregate of $ 200,000 through Digital Trust, LLC (custodian to an IRA owned by Michael Hastings, our CFO), of which
$ 72,000 was a convertible promissory note (See Note 7) and $ 128,000 was in the form of a subscription agreement that granted Mr. Hastings
 128 Preferred, Series A shares of the Company (See Note 10).

 Note 16 – 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 January 1, 2025, the Company entered into Cashless
Warrant Exercise Agreements with two consultants for advisory services. The Agreements entitle the Holders to 2,500,000 shares of common
stock at an exercise price of $ 0.08, with an exercise period of three years.

 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 March 6, 2025 transaction, and the Company is working with the transfer agent to cancel the shares.

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

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

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

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

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

 (A)
 =

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

 (B)
 =

 the exercise price

 (X)
 =

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

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

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

 F- 24

 15(a)(2). Financial Statement Schedules.

 None.

 15(a)(3). Exhibits.

 Incorporated
by reference

 Exhibit

 Exhibit Description

 Filed herewith

 Form

 Period ending

 Exhibit

 Filing date

 3.1

 Certificate of Incorporation

 3.1

 03/02/2012

 3.2

 By-Laws

 3.2

 03/02/2012

 3.3

 Amendment to Certificate of Incorporation

 3.3

 05/29/2012

 3.4

 Certificate of Designation of Preferred Shares

 3.4

 11/22/2024

 4.1

 Specimen Stock Certificate

 4.1

 03/02/2012

 4.2

 Description of Securities

 X

 10.1

 Robert I. Goldstein Employment Agreement

 10.1

 11/11/2014

 10.2

 Forgiveness of Debt and Conversion Agreement

 10.2

 11/11/2014

 23.2

 Consent of Independent Auditor

 S-1/A

 23.2

 7/20/2022

 31.1

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

 X

 31.2

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

 X

 32.1

 Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 X

 32.2

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

 X

 101.INS

 X

 101.SCH

 X

 101.CAL

 X

 101.DEF

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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.

 Date: June 24, 2025

 US Nuclear Corp.

 By:

 /s/ Robert I. Goldstein

 Robert I. Goldstein

 President, Chief Executive Officer,

 Chairman of the Board of Directors

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

 Date: June 24, 2025

 US Nuclear Corp

 By:

 /s/ Michael Hastings

 Chief Financial Officer

 Board of Directors

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