10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended JUNE 30, 2021

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

Commission file number: 000-54617

 (Exact name of registrant as specified in its charter)

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

7051 Eton Avenue

Canoga Park, CA 91303

(Address of principal executive offices)

(818) 883-7043

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

Title of each class Trading Symbol(s) Name of each exchange on which registered

The number of shares of the Registrant’s common stock outstanding as of September 17, 2021 was 27,888,215.

TABLE OF CONTENTS

PART I		1
Item 1.	Financial Statements (Unaudited)	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21
PART II		22
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Mine Safety Disclosures	22
Item 5.	Other Information	22
Item 6.	Exhibits	23
	Signatures	24

i

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

US NUCLEAR CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2021			2020
ASSETS	(unaudited)			(audited)
CURRENT ASSETS
Cash	$	229,010		$	227,304
Accounts receivable, net		97,685			255,202
Inventories		1,425,578			1,317,687
Prepaid expenses and other current assets		4,000			4,000
TOTAL CURRENT ASSETS		1,756,273			1,804,193
Property and equipment, net		10,871			5,844
Right-of-use assets		-			55,079
Investments		30,481			19,616
Acquisition deposit		15,000			-
Goodwill		570,176			570,176
TOTAL ASSETS	$	2,382,801		$	2,454,908
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	67,769		$	60,977
Accrued liabilities		363,249			96,983
Accrued compensation - officers		530,000			430,000
Customer deposit		133,218			194,311
Note payable		117,405			9,818
Note payable to shareholder		454,660			443,850
Operating lease liability		-			55,079
Line of credit		314,889			209,143
TOTAL CURRENT LIABILITIES		1,981,190			1,500,161
Note payable, net of current portion		221,431			107,587
Note payable to shareholder		-			-
Convertible debenture, net of discount of $0 and $462,963 in 2020 and 2019		-			-
Operating lease liability, net of current portion		-			-
TOTAL LIABILITIES		2,202,621			1,607,748
COMMITMENTS & CONTINGENCIES		-			-
SHAREHOLDERS’ EQUITY:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized; none issued and outstanding		-			-
Common stock, $0.0001 par value; 100,000,000 shares authorized, 27,888,215 and 25,724,844 shares issued and outstanding		2,789			2,572
Additional paid in capital		13,316,728			11,985,191
Accumulated deficit		(13,139,337	)		(11,140,603	)
TOTAL SHAREHOLDERS’ EQUITY		180,180			847,160
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	2,382,801		$	2,454,908

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

1

US NUCLEAR CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2021			2020			2021			2020
Sales	$	352,558		$	302,201		$	770,382		$	624,440
Cost of sales		196,702			158,822			413,354			314,734
Gross profit		155,856			143,379			357,028			309,706
Operating expenses
Selling, general and administrative expenses		620,854			346,203			1,481,005			1,241,045
Total operating expenses		620,854			346,203			1,481,005			1,241,045
Loss from operations		(464,998	)		(202,824	)		(1,123,977	)		(931,339	)
Other income (expense)
Interest expense		(4,033	)		(12,151	)		(6,856	)		(25,546	)
Change in value of derivative liability		-			146,997			-			9,835
Amortization of debt discount		-			(74,897	)		-			(242,387	)
Equity loss in investment		(813,281	)		(2,242	)		(815,040	)		(3,049	)
Total other income (expense)		(817,314	)		57,707			(821,896	)		(261,147	)
Loss before provision for income taxes		(1,282,312	)		(145,117	)		(1,945,873	)		(1,192,486	)
Provision for income taxes		-			-			-			-
Net loss	$	(1,282,312	)	$	(145,117	)	$	(1,945,873	)	$	(1,192,486	)
Deemed dividend for downround provision in warrants		(52,861	)		-			(52,861	)		-
Net loss attributed to common stockholders	$	(1,335,173	)	$	(145,117	)	$	(1,998,734	)	$	(1,192,486	)
Weighted average shares outstanding - basic and diluted		27,526,920			21,647,837			26,645,215			21,103,582
Loss per shares - basic and diluted	$	(0.05	)	$	(0.01	)	$	(0.08	)	$	(0.06	)

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

2

US NUCLEAR CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited)

					Additional					Total
	Common Stock				Paid-in		Accumulated			Shareholders’
	Shares		Amount		Capital		Deficit			Equity
Balance, December 31, 2020		25,724,844	$	2,572	$	11,985,191	$	(11,140,603	)	$	847,160
Issuance of common stock for services		592,300		60		378,778		-			378,838
Net loss		-		-		-		(663,561	)		(663,561	)
Balance, March 31, 2021		26,317,144		2,632		12,363,969		(11,804,164	)		562,437
Issuance of common stock for cash		250,000		25		99,975		-			100,000
Issuance of common stock for services		200,000		20		166,630		-			166,650
Issuance of common stock for investment		1,121,071		112		633,293		-			633,405
Deemed dividend for downround provision in warrants						52,861		(52,861	)		-
Net loss		-		-		-		(1,282,312	)		(1,282,312	)
Balance, June 30, 2021		27,888,215	$	2,789	$	13,316,728	$	(13,139,337	)	$	180,180
Balance, December 31, 2019		20,067,371	$	2,007	$	9,300,657	$	(7,602,500	)	$	1,700,164
Issuance of common stock for services		558,295		56		453,040		-			453,096
Issuance of common stock for conversion of convertible debenture and accrued interest		163,275		16		108,970		-			108,986
Issuance of common stock for investment		858,896		86		601,141		-			601,227
Derivative liability resolution		-		-		149,620		-			149,620
Net loss		-		-		-		(1,047,369	)		(1,047,369	)
Balance, March 31, 2020		21,647,837		2,165		10,613,428		(8,649,869	)		1,965,724
Net loss		-		-		-		(145,117	)		(145,117	)
Balance, June 30, 2020		21,647,837	$	2,165	$	10,613,428	$	(8,794,986	)	$	1,820,607

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

3

US NUCLEAR CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months Ended
	June 30,
	2021			2020
OPERATING ACTIVITIES
Net loss	$	(1,945,873	)	$	(1,192,486	)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,419			998
Adjustment to acquisition contingency		-			718
Issuance of common stock for services		545,488			453,096
Expenses paid directly by majority shareholder		10,810			40,000
Operating lease expense		55,079			76,798
Amortization of debt discounts		-			242,387
Change in value of derivative liability		-			(9,835	)
Equity loss in investment		815,040			3,049
Changes in operating assets and liabilities:
Accounts receivable		157,517			398,496
Inventories		(107,891	)		(128,236	)
Accounts payable		6,792			56,827
Accrued liabilities		73,766			(31,867	)
Accrued compensation - officers		100,000			70,000
Customer deposits		(61,093	)		24,487
Operating lease liability		(55,079	)		(76,798	)
Net cash used in operating activities		(404,025	)		(72,366	)
INVESTING ACTIVITIES
Purchase of property and equipment		(6,446	)		-
Payment of acquisition deposit		(15,000	)		-
Cash paid for investment		-			(235,000	)
Net cash used in investing activities		(21,446	)		(235,000	)
FINANCING ACTIVITIES
Net borrowings (repayments) under lines of credit		105,746			(3,723	)
Proceeds from the sale of common stock		100,000			-
Proceeds from issuance of note payable		221,431			107,587
Proceeds from note payable to shareholder		-			(8,491	)
Repayments for note payable to shareholder		-			520,600
Proceeds from note payable to shareholder		-			(555,008	)
Net cash provided by financing activities		427,177			60,965
NET INCREASE (DECREASE) IN CASH		1,706			(246,401	)
CASH
Beginning of period		227,304			1,087,660
End of period	$	229,010		$	841,259
Supplemental disclosures of cash flow information
Taxes paid	$	-		$	-
Interest paid	$	6,856		$	4,431
Reclassification of acquisition contingency to accounts payable	$	-		$	11,312
Common stock issued for conversion of convertible debenture and accrued interest	$	-		$	108,986
Common stock issued for investment	$	-		$	601,227
Relief of derivative liability	$	-		$	149,620

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

4

Note 1 – Organization

Organization and Line of Business

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

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

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

Note 2 – Basis Presentation

Interim financial statements

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

These statements reflect all adjustment, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2020 and notes thereto included in the Company’s annual report on Form 10-K filed on July 29, 2021. The Company follows the same accounting policies in the preparation of interim report. Results of operations for the interim period are not indicative of annual results.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company recorded a net loss of $1,935,873 for the six months ended June 30, 2021 and had an accumulated deficit of $13,139,337 as of June 30, 2021, which raises substantial doubt about its ability to continue as a going concern.

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

Principles of Consolidation

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

Use of Estimates

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

5

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 June 30, 2021 and December 31, 2020.

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. Allowance for doubtful accounts as of June 30, 2021 and December 31, 2020 were $5,000 and $5,000, 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 June 30, 2021 and December 31, 2020, there was no allowance for slow moving or obsolete inventory. The Company periodically assessed its inventory for slow moving and/or obsolete items. If any are identified an appropriate allowance for those items is made and/or the items are deemed to be impaired.

Property and Equipment

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

Furniture and fixtures	5 years
Leasehold improvement	Lesser of lease life or economic life
Equipment	5 years
Computers and software	5 years

Long-Lived Assets

The Company applies the provisions of Accounting Standards Codification (“ASC”) Topic 360, Property, Plant, and Equipment , which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review at June 30, 2021 and December 31, 2020, the Company believes there was no impairment of its long-lived assets.

6

Goodwill

Goodwill represents the excess of purchase price over the underlying net assets of businesses acquired. The entire goodwill balance in the accompanying financial statements resulted from the Company’s acquisition of Overhoff Technology Corporation in 2006. The Company complies with ASC 350, Goodwill and Other Indefinite Lived Intangible Assets, requiring that a test for impairment be performed at least annually. As of December 31, 2020 the Company performed the required impairment analysis which resulted in no impairment adjustments. Although the Company experienced a significant decline in revenue due to the effects of COVID-19, management expects that it is more likely than not that its revenue and cost of goods sold will be more in-line with pre-COVID-19 levels in upcoming periods. Significant estimates used in the goodwill impairment analysis may change in the upcoming year if revenues do not rebound and cost of materials continue to increase.

Derivative Financial Instruments

The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of June 30, 2021 and December 31, 2020, there no derivative financial instruments as all convertible notes payable were converted into shares of the Company’s common stock during 2020.

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 shareholder that the carrying amount also approximates fair value.

Revenue Recognition

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

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

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

● identification of performance obligations in the respective contract;

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

● allocation the transaction price to each performance obligation; and

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

7

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

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

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

Sales returns and allowances was $0 for the six months ended June 30, 2021 and 2020. The Company provides a one-year warranty on all sales. Warranty expense for the six months ended June 30, 2021 and 2020 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.

Income Taxes

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

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

Stock-Based Compensation

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

Basic and Diluted Earnings Per Share

Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share. Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding. Diluted EPS assumes that all dilutive convertible shares and stock warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. As of June 30, 2021 and December 31, 2020 there were 333,333 and 333,333 warrants outstanding, respectively, to purchase shares of common. Basic and diluted earnings per share are the same during the six months ended June 30, 2021 and 2020 due to the net loss incurred.

8

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 stockholders’ equity.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assetsand lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. ASU 2016-02 and additional ASUs are now codified as Accounting Standards Codification Standard (“ASC”) 842 - Leases (“ASC 842”). ASC 842 supersedes the lease accounting guidance in ASC 840 Leases, and requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. It also requires additional disclosures about leasing arrangements. The Company adopted ASC 842 on January 1, 2019 and used the modified retrospective transition approach and did not restate its comparative periods. As of the date of implementation on January 1, 2019, the impact of the adoption of ASC 842 resulted in the recognition of a right of use asset and lease payable obligation on the Company’s consolidated balance sheets of $356,508. As the right of use asset and the lease payable obligation were the same upon adoption of ASC 842, there was no cumulative effect impact on the Company’s accumulated deficit.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 was issued to improve financial reporting by requiring earlier recognition of credit losses on financing receivables and other financial assets in scope. The new standard represents significant changes to accounting for credit losses. Full lifetime expected credit losses will be recognized upon initial recognition of an asset in scope. The current incurred loss impairment model that recognizes losses when a probable threshold is met will be replaced with the expected credit loss impairment method without recognition threshold. The expected credit losses estimate will be based upon historical information, current conditions, and reasonable and supportable forecasts. This ASU as amended by ASU 2019-10, is effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the effect of this ASU on the Company’s consolidated financial statements and related disclosures.

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

9

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. ASU 2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and clarify the scope and certain requirements under Subtopic 815-40. In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and contract in entity’s own equity. ASU 2020-06 is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The Company is currently evaluation the impact this ASU will have on its consolidated financial statements.

Note 3 – Inventories

Inventories at June 30, 2021 and December 31, 2020 consisted of the following:

	June 30,		December 31,
	2021		2020
Raw materials	$	900,163	$	924,313
Work in Progress		157,625		71,177
Finished goods		367,790		322,197
Total inventories	$	1,425,578	$	1,317,687

At June 30, 2021 and December 31, 2020 the inventory reserve was $0.

Note 4 – Property and Equipment

The following are the details of the property and equipment at June 30, 2021 and December 31, 2020:

	June 30,			December 31,
	2021			2020
Furniture and fixtures	$	148,033		$	148,033
Leasehold Improvements		50,091			50,091
Equipment		237,418			237,418
Computers and software		39,482			33,036
		475,024			468,578
Less accumulated depreciation		(464,153	)		(462,734	)
Property and equipment, net	$	10,871		$	5,844

Depreciation expense for the six months ended June 30, 2021 and 2020 was $1,419 and $998, respectively. At June 30, 2021, the Company has $440,628 of fully depreciated property and equipment that is still in use.

Note 5 – Investments

MIFTEC

On August 3, 2018, the Company closed an agreement by and among, MIFTEC Laboratories, Inc. (“MIFTEC”), a licensee of Magneto-Inertial Fusion Technologies, Inc., (“MIFTI”), and the Company. MIFTEC is a licensee of MIFTI radionuclide technology. MIFTEC will engage the Company to manufacture equipment pursuant to MIFTEC’s specifications and designs and have the Company as a sales representative for the manufactured equipment. The Company will be the exclusive manufacturer and supplier to MIFTEC of equipment in North America and Asia. In addition, the Company received a 10% ownership interest in MIFTEC. The consideration for the exclusive manufacturing rights and a 10% ownership interest in MIFTEC was $500,000 and 300,000 shares of the Company’s common stock valued at $594,000. The fair value was determined based on the Company’s stock price on August 3, 2018. The Company recorded the value of the 10% interest in MIFTEC at $10,000 and recorded $1,084,000 as the acquisition of manufacturing and supply rights in the accompanying consolidated statement of operations during the year ended December 31, 2018. The Company evaluated this investment for impairment and determined that an impairment of $9,000 was necessary during the year ended December 31, 2019. The carrying value of this investment at June 30, 2021 and December 31, 2020 was $1,000 and $1,000, respectively.

10

MIFTI

In April 2019, the Company also entered into a Cooperative Agreement with MIFTI whereby the Company acquired certain exclusive manufacturing and supply rights, including thermonuclear fusion-powered reactor for production of electricity per MIFTI designs in return for $500,000, of which $100,000 is payable upon signing, $200,000 within four months of the agreement and $200,000 within nine months of the agreement. The $500,000 is an option to buy a 10% interest in MIFTI for $2,700,000, if completed with 24 months of the agreement date. If the options 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 June 30, 2021 and December 31, 2020 was $1,000 and $1,000, respectively.

Grapheton

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

Pursuant to the terms of the SPA, the Corporation will acquire a total of 2,552 shares of Grapheton’s common stock over a two year period. At closing, the Company was issued 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 35.8% of Grapheton and accounts for its investment in Grapheton using the equity method of accounting is accordance with ASC 323.

The Company evaluated this investment and recorded a loss attributed to equity investment of $803,877 during the year ended December 31, 2020 and $815,040 during the six months ended June 30, 2021.

Information regarding Grapheton as of and for the six months ended June 30, 2021 is below:

Current assets	$	85,717
Total assets		85,717
Current liabilities		6,177
Total liabilities		6,177
Total stockholders’ equity	$	79,540
Revenue	$	34,750
Operating expenses		26,856
Other expenses		-
Net loss	$	7,894

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Note 6 – Notes Payable

In connection with the acquisition of assets from ECC, the Company issued a note payable to the owner of ECC. The note accrued interest at 5% per annum, requires quarterly principal and interest payments of $4,518 and is due on April 15, 2021. At June 30, 2021 and December 31, 2020, the amount outstanding under this note payable was $9,818 and $9,818, respectively. The Company repaid $0 during the six months ended June 30, 2021.

In June 2020 the Company received a loan under the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act for $107,587.  The loan has terms of 24 months and accrues interest at 1% per annum.  In addition, in February 2021, the Company received an additional $221,431 under the PPP loan program with the same terms as the June 2020 PPP loan. The Company expects some or all of this loan to be forgiven as provided by in the CARES Act.

Future maturities of notes payable as of June 30, 2021 are as follows:

Six months ended June 30,
2022	$	117,405
2023		221,431
	$	338,836

Note 7 – Note Payable to Shareholder

Robert Goldstein, the CEO and majority shareholder, has loaned funds to the Company from time to time to cover general operating expenses. These loans are evidenced by unsecured, non-interest bearing notes due on December 31, 2021. During the six months ended June 30, 2021, the Company’s majority shareholder paid expenses on behalf of the Company of $10,810. During the six months ended June 30, 2020, the Company’s majority shareholder paid expenses on behalf of the Company of $40,000, loaned an additional $520,600 to the Company and was repaid $555,008. The amounts due to Mr. Goldstein are $454,660 and $443,850 as of June 30, 2021 and December 31, 2020, respectively.

Note 8 – Line of Credit

As of June 30, 2021, the Company had five lines of credit with a maximum borrowing amount of $600,000 with interest ranging from 5.5% to 11.5% and are unsecured. As of June 30, 2021 and December 31, 2020, the amounts outstanding under these lines of credit were $314,889 and $209,143, 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 expired on April 30, 2020 and the Company exercised its renewal option for an additional 12 months. The new lease is not more than 12 months; therefore, the disclosures under ASC 842 are not required. Future minimum lease payments under this agreement for the twelve months ending June 30, 2022 is $140,000. Effective January 1, 2019, the Company adopted the provision of ASC 842 Leases.

12

The table below presents the lease related assets and liabilities recorded on the Company’s consolidated balance sheets as of June 30, 2021 and December 31, 2020:

		June 30,		December 31,
	Classification on Balance Sheet	2021		2020
Assets
Operating lease assets	Operating lease right of use assets	$	-	$	55,079
Total lease assets		$	-	$	55,079
Liabilities
Current liabilities
Operating lease liability	Current operating lease liability	$	-	$	55,079
Noncurrent liabilities
Operating lease liability	Long-term operating lease liability		-		-
Total lease liability		$	-	$	55,079

The lease with Gold Team Inc. expired on April 30, 2021 and was extended for 12 months.

The lease expense for the six months ended June 30, 2021 and 2020 was $84,000 and $84,000, respectively. The cash paid under operating leases during the six months ended June 30, 2021 and 2020 was $84,000 and $84,000, respectively. The weighted average discount rate was 8%

Note 10 – Shareholders’ Equity

Common Stock

During the six months ended June 30, 2021, the Company issued:

● 250,000 shares of common stock for cash proceeds of $100,000;

● 792,300 shares of common stock to consultants for services rendered valued at $545,488. The fair value was determined based on the Company’s stock price on the grant date; and

● 1,121,071 shares of common stock for an investment in Grapheton valued at $633,405. The fair value was determined based on the Company’s stock price on the grant date.

During the six months ended June 30, 2020, the Company issued:

● 558,295 shares of common stock to consultants for services rendered valued at $453,096. The fair value was determined based on the Company’s stock price on the grant date;

● 163,275 shares of common stock for convertible notes and accrued interest of $100,000 and $8,986; and

● 858,896 shares of common stock for an investment in Grapheton valued at $601,227. The fair value was determined based on the Company’s stock price on the grant date.

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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, 2020		333,333	$	1.50		1.90	$	-
Granted		-
Forfeited		-
Exercised		-
Outstanding, June 30, 2021		333,333	$	0.40		1.40	$	147,000
Exercisable, June 30, 2021		333,333	$	0.40		1.40	$	147,000

The following table summarizes information about warrants outstanding and exercisable as of June 30, 2021:

Outstanding and Exercisable
Number of		Exercise
Warrants		Price
	333,333	$	0.40
	333,333

The above warrants contains a downround provision that requires the exercise price to be adjusted if the Company sells shares of common stock below the current exercise price. During the six months ended June 30, 2021, the Company sold shares of common stock for $0.40; therefore the exercise price of these warrants was adjusted from $1.50 to $0.40. The change in fair value between the value of the warrants using the new exercise price versus the old exercise price was calculated to be $52,861. This amount is recorded as a deemed dividend in the accompanying consolidated financial statements.

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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 recent acquisition of the assets of Electronic Control Concepts are included with Overhoff in the table below.

The following tables summarize the Company’s segment information for the three and six months ended June 30, 2021 and 2020:

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Sales
Optron	$	89,009		$	83,096		$	111,825		$	173,776
Overhoff		263,549			219,105			658,557			450,664
Corporate		-			-			-			-
	$	352,558		$	302,201		$	770,382		$	624,440
Gross profit
Optron	$	54,958		$	41,055		$	68,382		$	89,917
Overhoff		100,898			102,324			288,646			219,789
Corporate		-			-			-			-
	$	155,856		$	143,379		$	357,028		$	309,706
Income (loss) from operations
Optron	$	(167,915	)	$	(146,615	)	$	(362,408	)	$	(287,610	)
Overhoff		(49,227	)		4,827			(71,882	)		(60,198	)
Corporate		(247,856	)		(61,036	)		(689,687	)		(583,531	)
	$	(464,998	)	$	(202,824	)	$	(1,123,977	)	$	(931,339	)
Interest Expenses
Optron	$	2,389		$	3,897		$	5,212		$	8,337
Overhoff		1,644			-			1,644			-
Corporate		-			8,254			-			17,209
	$	4,033		$	12,151		$	6,856		$	25,546
Net income (loss)
Optron	$	(170,304	)	$	(150,512	)	$	(361,620	)	$	(289,947	)
Overhoff		(50,871	)		4,827			(79,526	)		(69,198	)
Corporate		(1,061,137	)		568			(1,504,727	)		(833,341	)
	$	(1,282,312	)	$	(145,117	)	$	(1,945,873	)	$	(1,192,486	)

	As of June 30, 2021		As of December 31, 2020
Total Assets
Optron	$	1,086,164	$	1,084,440
Overhoff		1,255,149		1,320,197
Corporate		41,488		50,271
	$	2,382,801	$	2,454,908
Goodwill
Optron	$	-	$	-
Overhoff		570,176		570,176
Corporate		-		-
	$	570,176	$	570,176

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Note 12 – Geographical Sales

The geographical distribution of the Company’s sales for the three and six months ended June 30, 2021 and 2020 is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Geographical sales
North America	$	269,236	$	294,593	$	563,787	$	480,261
Asia		55,730		7,608		166,827		105,235
Other		27,592		-		39,768		38,944
	$	352,558	$	302,201	$	770,382	$	624,440

Note 13 – Related Party Transactions

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. Rent expense for the six months ended June 30, 2021 and 2020 were $84,000 and $84,000, respectively. As of June 30, 2021 and December 31, 2020, payable to Gold Team Inc. in connection with the above leases amount to $0 and $0, respectively. (See Note 9) The lease expired on April 30, 2021 and is currently on a month-to-month basis.

In addition, as of June 30, 2021 and December 31, 2020, the Company had accrued compensation payable to its majority shareholder of $400,000 and $350,000, respectively.

Also see Note 7.

Note 14 – Concentrations

Two customer accounted for 34% and 27% of the Company’s sales for the six months ended June 30, 2021 and one customer accounted for 63% of the Company’s sales for the six months ended June 30, 2020.

No vendors accounted for more than 10% of the Company’s purchases for the six months ended June 30, 2021 and 2020.

Note 15 – 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.

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

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand US Nuclear Corp, our operations and our present business environment. MD&A is provided as a supplement to—and should be read in conjunction with—our consolidated financial statements and the accompanying notes included in this Quarterly Report on Form 10-Q. The audited financial statements for our fiscal year ended December 31, 2020 filed with the Securities Exchange Commission on Form 10-K on July 29, 2021 should be read in conjunction with the discussion below. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those anticipated in these forward-looking statements. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in these unaudited financial statements. 

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

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

Generally, our product concentration places a heavy reliance on our Overhoff Technology division; however, in 2020 we derived 46.9% of our total revenues from sales made by Overhoff and Optron to one customer. 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% of our total revenue in 2020. We expect this to increase over time as we continue to field new orders inquires and engage new customers overseas. We believe that 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.

17

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

Robert I. Goldstein, our President, Chief Executive Officer and Chairman of the Board of Directors also maintains a position as President of Gold Team Inc., a Delaware company that invests in industrial real estate properties for investment purposes. He holds an 8% interest in Gold Team Inc. and spends approximately 5 hours per week 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 $7,000 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 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 February 5, 2020, the Company entered into a Stock Purchase Agreement (“SPA”) with Grapheton, Inc., a California corporation (“Grapheton”). The transaction was closed on March 12, 2020. Grapheton is a start-up company that focuses on building energy storage devises, known as supercapacitors, from a new material system. The technology utilized by Grapheton has been proven to provide a compelling advantage in microelectrode arrays with superior electrical and electrochemical properties.

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

On the one-year anniversary of the closing of the SPA, the Company shall receive an additional 1,100 shares of Grapheton’s common stock in exchange for shares of the Company’s common stock in an amount equal to $707,777, as valued by an independent third-party valuator.

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

Novel Coronavirus (COVID-19)

While we are still operating, our business has been and will continue to be adversely impacted by the effects of the Novel Coronavirus (COVID-19). In addition to global macroeconomic effects, the COVID-19 outbreak and any other related adverse public health developments will cause disruption to our operations and sales activities. Our third-party manufacturers, suppliers, third-party distributors, sub-contractors and customers have been and will be disrupted by worker absenteeism, quarantines and restrictions on our employees’ ability to work, office and factory closures, disruptions to ports and other shipping infrastructure, border closures, or other travel or health-related restrictions. Depending on the magnitude of such effects on our manufacturing, assembling, and testing activities or the operations of our suppliers, third-party distributors, or sub-contractors, our supply chain, manufacturing and product shipments will be delayed, which could adversely affect our business, operations and customer relationships. In addition, COVID-19 or other disease outbreak will in the short-run and may over the longer term adversely affect the economies and financial markets of many countries, resulting in an economic downturn that will affect demand for our products and impact our operating results. There can be no assurance that any decrease in sales resulting from COVID-19 will be offset by increased sales in subsequent periods. Although the magnitude of the impact of the COVID-19 outbreak on our business and operations remains uncertain, the continued spread of COVID-19 or the occurrence of other epidemics and the imposition of related public health measures and travel and business restrictions will adversely impact our business, financial condition, operating results and cash flows. In addition, we have experienced and will experience disruptions to our business operations resulting from quarantines, self-isolations, or other movement and restrictions on the ability of our employees to perform their jobs that may impact our ability to develop and design our products in a timely manner or meet required milestones or customer commitments.

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Results of Operations

For the three months ended June 30, 2021 compared to the three months ended June 30, 2020:

	Three Months Ended June 30,						Change
	2021			2020			$			%
Sales	$	352,558		$	302,201		$	50,357			16.7	%
Cost of goods sold		196,702			158,822			37,880			23.9	%
Gross profit		155,856			143,379			12,477			8.7	%
Selling, general and administrative expenses		620,854			346,203			274,651			79.3	%
Loss from operations		(464,998	)		(202,824	)		(262,174	)		129.3	%
Other income (expense)		(817,314	)		57,707			(875,021	)		-1516.3	%
Loss before provision for income taxes		(1,282,312	)		(145,117	)		(1,137,195	)		783.6	%
Provision for income taxes		-			-			-
Net loss	$	(1,282,312	)	$	(145,117	)	$	(1,137,195	)		783.6	%

Sales for the three months ended June 30, 2021 were $352,558 compared to $302,201 for the same period in 2020. The increase of $50,357 or 16.7% is a result of an increase in sales from our Overhoff subsidiary of $44,444 and our Optron subsidiary of $5,913. The overall increase in sales is principally due to us starting to recover from the impact of COVID-19. The sales breakdown for the three months ended June 30, 2021 is as follows:

North America 76.4%

Asia (Including Japan) 15.8%

Other 7.8%

Our gross margins for the three months ended June 30, 2021 were 44.2% as compared to 47.4% for the same period in 2020. The decrease in gross margin is due to overhead allocations.

Selling, general and administrative expense for the three months ended June 30, 2021 were $620,854 compared to $346,203 for the same period in 2020. The increase of $274,651 or 79.3% was principally due to an increase in stock-based compensation in 2021. During the three months ended June 30, 2021, stock-based compensation was $166,650 compared to $0 during the same period in 2020.

Other expense for the three months ended June 30, 2021 was $817,314 a decrease of $875,021 from other income of $57,707 for the same period in 2020. The decrease was due to an equity loss on investments in 2021 offset by a decrease the amortization of the debt discount associated with the convertible debenture and by the change in value of the derivative liability.

Net loss for the three months ended June 30, 2021 was $1,282,312 compared to $145,117 for the same period in 2020. The change was principally attributed to the factors described above.

19

For the six months ended June 30, 2021 compared to the six months ended June 30, 2020:

	Six Months Ended June 30,						Change
	2021			2020			$			%
Sales	$	770,382		$	624,440		$	145,942			23.4	%
Cost of goods sold		413,354			314,734			98,620			31.3	%
Gross profit		357,028			309,706			47,322			15.3	%
Selling, general and administrative expenses		1,481,005			1,241,045			239,960			19.3	%
Loss from operations		(1,123,977	)		(931,339	)		(192,638	)		20.7	%
Other expense		(821,896	)		(261,147	)		(560,749	)		214.7	%
Loss before provision for income taxes		(1,945,873	)		(1,192,486	)		(753,387	)		63.2	%
Provision for income taxes		-			-			-
Net loss	$	(1,945,873	)	$	(1,192,486	)	$	(753,387	)		63.2	%

Sales for the six months ended June 30, 2021 were $770,382 compared to $624,440 for the same period in 2020. The increase of $145,942 or 23.4% is a result of an increase in sales from our Overhoff subsidiary of $207,893; offset by a decrease in sales from our Optron subsidiary of $61,951. The overall increase in sales is principally due to us starting to recover from the impact of COVID-19. The sales breakdown for the six months ended June 30, 2021 is as follows:

North America 73.2%

Asia (Including Japan) 21.7%

Other 5.1%

Our gross margins for the six months ended June 30, 2021 were 46.3% as compared to 49.6% for the same period in 2020. The decrease in gross margin is due to overhead allocations.

Selling, general and administrative expense for the six months ended June 30, 2021 were $1,481,005 compared to $1,241,045 for the same period in 2020. The increase of $239,960 or 19.3% was principally due to an increase in stock-based compensation in 2021. During the six months ended June 30, 2021, stock-based compensation was $545,488 compared to $453,096 during the same period in 2020.

Other expense for the six months ended June 30, 2021 was $821,896, an increase of $560,749 from $261,147 for the same period in 2020. The increase was due to an equity loss on investments in 2021 offset by a decrease in the amortization of the debt discount.

Net loss for the six months ended June 30, 2021 was $1,945,873 compared to $1,192,486 for the same period in 2020. The change was principally attributed to the factors described above.

Liquidity and Capital Resources

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

At June 30, 2021, total assets decreased by 2.9% to $2,382,801 from $2,454,908 at December 31, 2020 principally related to a decrease in accounts receivable and right-of-use assets offset by an increase in inventory.

At June 30, 2021, total liabilities increased by 36.4% to $2,192,621 from $1,607,748 at December 31, 2020. The increase is principally related to an increase in accrued liabilities, notes payable, line of credit and accrued compensation - officers, offset by a decrease in operating lease liability.

Net cash used in operating activities for the six months ended June 30, 2021 was $404,025 compared to $72,366 for the same period in 2020. The change in cash from operations was principally due to changes in working capital accounts, principally, accounts receivable.

Net cash used in investing activities for the six months ended June 30, 2021 was $21,446 compared to $235,000 for the same period in 2020. The decrease in cash used in investing activities was principally due to the investment in Grapheton of $235,000 in 2020 compared to purchase of property and equipment of $21,446 in 2021.

Net cash provided by financing activities for the six months ended June 30, 2021 was $427,177 compared to $60,965 for the same period in 2020. The change in cash from financing activities was principally the issuance of a $221,431 note payable, sale of common stock for $100,000 and increase in line of credit of $105,746 in 2021.

20

Critical Accounting Policies

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

We believe the following is among the most critical accounting policies that impact our consolidated financial statements. We suggest that our significant accounting policies, as described in our financial statements in the Summary of Significant Accounting Policies, be read in conjunction with this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Income Taxes

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

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

Off-Balance Sheet Arrangements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

None

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal quarter covered by this report.  Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.  Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of June 30, 2021.

Changes in internal controls

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, performed an evaluation to determine whether any change in our internal controls over financial reporting occurred during the three-month period ended June 30, 2021.  Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company’s internal controls over financial reporting during the six months ended June 30, 2021 that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

21

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors

See our Form 10K filed on July 29, 2021 for Risk Factors.

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

On April 12, 2021, the Company issued 1,121,071 shares of common stock to Grapheton, Inc. in connection with a Stock Purchase Agreement entered by and between US Nuclear Corp and Grapheton.

On May 5, 2021, the Company issued 250,000 shares of common stock to an investor for cash proceeds of $100,000

On May 24, 2021, the Company issued 25,000 shares of common stock to Richard Cavali in connection with the consulting services agreement entered by and between US Nuclear Corp and Richard Cavali.

On June 1, 2021, the Company issued 50,000 shares of common stock to Prashant Mehta in connection with the consulting services agreement entered by and between US Nuclear Corp and Prashant Mehta.

On June 8, 2021, the Company issued 50,000 shares of common stock to Prashant Mehta in connection with the consulting services agreement entered by and between US Nuclear Corp and Prashant Mehta.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

22

Item 6. Exhibits. 

		Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Period ending	Exhibit	Filing date
3.1	Certificate of Incorporation		10		3.1	02/14/2012
3.2	By-Laws		10		3.2	02/14/2012
3.3	Amendment to Certificate of Incorporation		8-K		3.3	05/29/2012
4.1	Specimen Stock Certificate		10		4.1	02/14/2012
10.1	Robert I. Goldstein Employment Agreement		10-Q		10.1	11/11/2014
10.2	Forgiveness of Debt and Conversion Agreement		10-Q		10.2	11/11/2014
31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32.1	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	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
32.2	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	Inline XBRL Instance Document.	X
101. SCH	Inline XBRL Taxonomy Extension Schema Document.	X
101. CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.	X
101. DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101. LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.	X
101. PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.	X
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).	X

23

SIGNATURES 

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

US Nuclear Corp
By:	/s/ Robert Goldstein
	President, Chief Executive Officer, Chairman of the Board of Directors
By:	/s/ Rachel Boulds
	Chief Financial Officer and Secretary

Date:  September 20, 2021

24

EX-31.1

 EXHIBIT 31.1

US Nuclear Corp.

OFFICER'S CERTIFICATE PURSUANT TO SECTION 302

I, Robert I. Goldstein, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarterly period ended June 30, 2021 (the “report”);

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

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

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

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

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

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

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

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

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

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

Dated: September 20, 2021
By:	/s/ Robert I. Goldstein
	Robert I. Goldstein
	President, Chief Executive Officer, Chairman
	(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

US Nuclear Corp.

OFFICER'S CERTIFICATE PURSUANT TO SECTION 302

I, Rachel Boulds, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarterly period ended June 30, 2021 (the “report”);

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

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

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

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

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

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

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

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

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

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

Dated: September 20, 2021
By:	/s/ Rachel Boulds
	Rachel Boulds
	Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

US Nuclear Corp.

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

AS ADOPTED PURSUANT TO SECTION 906 OF 

THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of US Nuclear Corp. (the Registrant) on Form 10-Q for the period ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Robert I. Goldstein, Principal  Executive  Officer of the Company, certify,  pursuant to 18 U.S.C.  ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

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

Dated: September 20, 2021
By:	/s/ Robert I. Goldstein
	Robert I. Goldstein
	President, Chief Executive Officer, Chairman
	(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

US Nuclear Corp.

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

AS ADOPTED PURSUANT TO SECTION 906 OF 

THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of US Nuclear Corp. (the Registrant) on Form 10-Q for the period ended June 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Rachel Boulds Principal Financial Officer of the Company, certify,  pursuant to 18 U.S.C.  ss.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

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

Dated: September 20, 2021
By:	/s/ Rachel Boulds
	Rachel Boulds
	Chief Financial Officer
	(Principal Financial Officer)

XML

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2021	Sep. 17, 2021
Document Information Line Items
Entity Registrant Name	US NUCLEAR CORP.
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		27,888,215
Amendment Flag	false
Entity Central Index Key	0001543623
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-54617
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	45-4535739
Entity Address, Address Line One	7051 Eton Avenue
Entity Address, City or Town	Canoga Park
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91303
City Area Code	(818)
Local Phone Number	883-7043
Entity Interactive Data Current	Yes

XML

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2021	Dec. 31, 2020
CURRENT ASSETS
Cash	$ 229,010	$ 227,304
Accounts receivable, net	97,685	255,202
Inventories	1,425,578	1,317,687
Prepaid expenses and other current assets	4,000	4,000
TOTAL CURRENT ASSETS	1,756,273	1,804,193
Property and equipment, net	10,871	5,844
Right-of-use assets		55,079
Investments	30,481	19,616
Acquisition deposit	15,000
Goodwill	570,176	570,176
TOTAL ASSETS	2,382,801	2,454,908
CURRENT LIABILITIES
Accounts payable	67,769	60,977
Accrued liabilities	363,249	96,983
Accrued compensation - officers	530,000	430,000
Customer deposit	133,218	194,311
Note payable	117,405	9,818
Note payable to shareholder	454,660	443,850
Operating lease liability		55,079
Line of credit	314,889	209,143
TOTAL CURRENT LIABILITIES	1,981,190	1,500,161
Note payable, net of current portion	221,431	107,587
Note payable to shareholder
Convertible debenture, net of discount of $0 and $462,963 in 2020 and 2019
Operating lease liability, net of current portion
TOTAL LIABILITIES	2,202,621	1,607,748
COMMITMENTS & CONTINGENCIES
SHAREHOLDERS’ EQUITY:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value; 100,000,000 shares authorized, 27,888,215 and 25,724,844 shares issued and outstanding	2,789	2,572
Additional paid in capital	13,316,728	11,985,191
Accumulated deficit	(13,139,337)	(11,140,603)
TOTAL SHAREHOLDERS’ EQUITY	180,180	847,160
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 2,382,801	$ 2,454,908

XML

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Convertible debenture net of discount (in Dollars)	$ 462,963
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	27,888,215	25,724,844
Common stock, shares outstanding	27,888,215	25,724,844

XML

Condensed Consolidated Statements of Operations (unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Statement [Abstract]
Sales	$ 352,558	$ 302,201	$ 770,382	$ 624,440
Cost of sales	196,702	158,822	413,354	314,734
Gross profit	155,856	143,379	357,028	309,706
Operating expenses
Selling, general and administrative expenses	620,854	346,203	1,481,005	1,241,045
Total operating expenses	620,854	346,203	1,481,005	1,241,045
Loss from operations	(464,998)	(202,824)	(1,123,977)	(931,339)
Other income (expense)
Interest expense	(4,033)	(12,151)	(6,856)	(25,546)
Change in value of derivative liability		146,997		9,835
Amortization of debt discount		(74,897)		(242,387)
Equity loss in investment	(813,281)	(2,242)	(815,040)	(3,049)
Total other income (expense)	(817,314)	57,707	(821,896)	(261,147)
Loss before provision for income taxes	(1,282,312)	(145,117)	(1,945,873)	(1,192,486)
Provision for income taxes
Net loss	(1,282,312)	(145,117)	(1,945,873)	(1,192,486)
Deemed dividend for downround provision in warrants	(52,861)		(52,861)
Net loss attributed to common stockholders	$ (1,335,173)	$ (145,117)	$ (1,998,734)	$ (1,192,486)
Weighted average shares outstanding - basic and diluted (in Shares)	27,526,920	21,647,837	26,645,215	21,103,582
Loss per shares - basic and diluted (in Dollars per share)	$ (0.05)	$ (0.01)	$ (0.08)	$ (0.06)

XML

Condensed Consolidated Statement of Changes in Shareholders’ Equity (unaudited) - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2019	$ 2,007	$ 9,300,657	$ (7,602,500)	$ 1,700,164
Balance (in Shares) at Dec. 31, 2019	20,067,371
Issuance of common stock for services	$ 56	453,040		453,096
Issuance of common stock for services (in Shares)	558,295
Issuance of common stock for conversion of convertible debenture and accrued interest	$ 16	108,970		108,986
Issuance of common stock for conversion of convertible debenture and accrued interest (in Shares)	163,275
Issuance of common stock for investment	$ 86	601,141		601,227
Issuance of common stock for investment (in Shares)	858,896
Derivative liability resolution		149,620		149,620
Net loss			(1,047,369)	(1,047,369)
Balance at Mar. 31, 2020	$ 2,165	10,613,428	(8,649,869)	1,965,724
Balance (in Shares) at Mar. 31, 2020	21,647,837
Net loss			(145,117)	(145,117)
Balance at Jun. 30, 2020	$ 2,165	10,613,428	(8,794,986)	1,820,607
Balance (in Shares) at Jun. 30, 2020	21,647,837
Balance at Dec. 31, 2020	$ 2,572	11,985,191	(11,140,603)	847,160
Balance (in Shares) at Dec. 31, 2020	25,724,844
Issuance of common stock for services	$ 60	378,778		378,838
Issuance of common stock for services (in Shares)	592,300
Net loss			(663,561)	(663,561)
Balance at Mar. 31, 2021	$ 2,632	12,363,969	(11,804,164)	562,437
Balance (in Shares) at Mar. 31, 2021	26,317,144
Issuance of common stock for cash	$ 25	99,975		100,000
Issuance of common stock for cash (in Shares)	250,000
Issuance of common stock for services	$ 20	166,630		166,650
Issuance of common stock for services (in Shares)	200,000
Issuance of common stock for investment	$ 112	633,293		633,405
Issuance of common stock for investment (in Shares)	1,121,071
Deemed dividend for downround provision in warrants		52,861	(52,861)
Net loss			(1,282,312)	(1,282,312)
Balance at Jun. 30, 2021	$ 2,789	$ 13,316,728	$ (13,139,337)	$ 180,180
Balance (in Shares) at Jun. 30, 2021	27,888,215

XML

Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
OPERATING ACTIVITIES
Net loss	$ (1,945,873)	$ (1,192,486)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,419	998
Adjustment to acquisition contingency		718
Issuance of common stock for services	545,488	453,096
Expenses paid directly by majority shareholder	10,810	40,000
Operating lease expense	55,079	76,798
Amortization of debt discounts		242,387
Change in value of derivative liability		(9,835)
Equity loss in investment	815,040	3,049
Changes in operating assets and liabilities:
Accounts receivable	157,517	398,496
Inventories	(107,891)	(128,236)
Accounts payable	6,792	56,827
Accrued liabilities	73,766	(31,867)
Accrued compensation - officers	100,000	70,000
Customer deposits	(61,093)	24,487
Operating lease liability	(55,079)	(76,798)
Net cash used in operating activities	(404,025)	(72,366)
INVESTING ACTIVITIES
Purchase of property and equipment	(6,446)
Payment of acquisition deposit	(15,000)
Cash paid for investment		(235,000)
Net cash used in investing activities	(21,446)	(235,000)
FINANCING ACTIVITIES
Net borrowings (repayments) under lines of credit	105,746	(3,723)
Proceeds from the sale of common stock	100,000
Proceeds from issuance of note payable	221,431	107,587
Proceeds from note payable to shareholder		(8,491)
Repayments for note payable to shareholder		520,600
Proceeds from note payable to shareholder		(555,008)
Net cash provided by financing activities	427,177	60,965
NET INCREASE (DECREASE) IN CASH	1,706	(246,401)
CASH
Beginning of period	227,304	1,087,660
End of period	229,010	841,259
Supplemental disclosures of cash flow information
Taxes paid
Interest paid	6,856	4,431
Reclassification of acquisition contingency to accounts payable		11,312
Common stock issued for conversion of convertible debenture and accrued interest		108,986
Common stock issued for investment		601,227
Relief of derivative liability		$ 149,620

XML

Organization

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Organization

Note 1 – Organization

Organization and Line of Business

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

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

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

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Basis Presentation

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Basis Presentation

Note 2 – Basis Presentation

Interim financial statements

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

These statements reflect all adjustment, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2020 and notes thereto included in the Company’s annual report on Form 10-K filed on July 29, 2021. The Company follows the same accounting policies in the preparation of interim report. Results of operations for the interim period are not indicative of annual results.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company recorded a net loss of $1,935,873 for the six months ended June 30, 2021 and had an accumulated deficit of $13,139,337 as of June 30, 2021, which raises substantial doubt about its ability to continue as a going concern.

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

Principles of Consolidation

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

Use of Estimates

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

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. There were no cash equivalents as of June 30, 2021 and December 31, 2020.

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. Allowance for doubtful accounts as of June 30, 2021 and December 31, 2020 were $5,000 and $5,000, 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 June 30, 2021 and December 31, 2020, there was no allowance for slow moving or obsolete inventory. The Company periodically assessed its inventory for slow moving and/or obsolete items. If any are identified an appropriate allowance for those items is made and/or the items are deemed to be impaired.

Property and Equipment

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

Furniture and fixtures	5 years
Leasehold improvement	Lesser of lease life or economic life
Equipment	5 years
Computers and software	5 years

Long-Lived Assets

The Company applies the provisions of Accounting Standards Codification (“ASC”) Topic 360, Property, Plant, and Equipment , which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review at June 30, 2021 and December 31, 2020, the Company believes there was no impairment of its long-lived assets.

Goodwill

Goodwill represents the excess of purchase price over the underlying net assets of businesses acquired. The entire goodwill balance in the accompanying financial statements resulted from the Company’s acquisition of Overhoff Technology Corporation in 2006. The Company complies with ASC 350, Goodwill and Other Indefinite Lived Intangible Assets, requiring that a test for impairment be performed at least annually. As of December 31, 2020 the Company performed the required impairment analysis which resulted in no impairment adjustments. Although the Company experienced a significant decline in revenue due to the effects of COVID-19, management expects that it is more likely than not that its revenue and cost of goods sold will be more in-line with pre-COVID-19 levels in upcoming periods. Significant estimates used in the goodwill impairment analysis may change in the upcoming year if revenues do not rebound and cost of materials continue to increase.

Derivative Financial Instruments

The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of June 30, 2021 and December 31, 2020, there no derivative financial instruments as all convertible notes payable were converted into shares of the Company’s common stock during 2020.

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 shareholder that the carrying amount also approximates fair value.

Revenue Recognition

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

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

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

● identification of performance obligations in the respective contract;

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

● allocation the transaction price to each performance obligation; and

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

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

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

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

Sales returns and allowances was $0 for the six months ended June 30, 2021 and 2020. The Company provides a one-year warranty on all sales. Warranty expense for the six months ended June 30, 2021 and 2020 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.

Income Taxes

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

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

Stock-Based Compensation

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

Basic and Diluted Earnings Per Share

Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share. Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding. Diluted EPS assumes that all dilutive convertible shares and stock warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. As of June 30, 2021 and December 31, 2020 there were 333,333 and 333,333 warrants outstanding, respectively, to purchase shares of common. Basic and diluted earnings per share are the same during the six months ended June 30, 2021 and 2020 due to the net loss incurred.

Segment Reporting

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

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assetsand lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. ASU 2016-02 and additional ASUs are now codified as Accounting Standards Codification Standard (“ASC”) 842 - Leases (“ASC 842”). ASC 842 supersedes the lease accounting guidance in ASC 840 Leases, and requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. It also requires additional disclosures about leasing arrangements. The Company adopted ASC 842 on January 1, 2019 and used the modified retrospective transition approach and did not restate its comparative periods. As of the date of implementation on January 1, 2019, the impact of the adoption of ASC 842 resulted in the recognition of a right of use asset and lease payable obligation on the Company’s consolidated balance sheets of $356,508. As the right of use asset and the lease payable obligation were the same upon adoption of ASC 842, there was no cumulative effect impact on the Company’s accumulated deficit.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 was issued to improve financial reporting by requiring earlier recognition of credit losses on financing receivables and other financial assets in scope. The new standard represents significant changes to accounting for credit losses. Full lifetime expected credit losses will be recognized upon initial recognition of an asset in scope. The current incurred loss impairment model that recognizes losses when a probable threshold is met will be replaced with the expected credit loss impairment method without recognition threshold. The expected credit losses estimate will be based upon historical information, current conditions, and reasonable and supportable forecasts. This ASU as amended by ASU 2019-10, is effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the effect of this ASU on the Company’s consolidated financial statements and related disclosures.

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

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. ASU 2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and clarify the scope and certain requirements under Subtopic 815-40. In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and contract in entity’s own equity. ASU 2020-06 is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The Company is currently evaluation the impact this ASU will have on its consolidated financial statements.

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Inventories

6 Months Ended

Jun. 30, 2021

Inventory Disclosure [Abstract]

Inventories

Note 3 – Inventories

Inventories at June 30, 2021 and December 31, 2020 consisted of the following:

	June 30,		December 31,
	2021		2020
Raw materials	$	900,163	$	924,313
Work in Progress		157,625		71,177
Finished goods		367,790		322,197
Total inventories	$	1,425,578	$	1,317,687

At June 30, 2021 and December 31, 2020 the inventory reserve was $0.

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Property and Equipment

6 Months Ended

Jun. 30, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment

Note 4 – Property and Equipment

The following are the details of the property and equipment at June 30, 2021 and December 31, 2020:

	June 30,			December 31,
	2021			2020
Furniture and fixtures	$	148,033		$	148,033
Leasehold Improvements		50,091			50,091
Equipment		237,418			237,418
Computers and software		39,482			33,036
		475,024			468,578
Less accumulated depreciation		(464,153	)		(462,734	)
Property and equipment, net	$	10,871		$	5,844

Depreciation expense for the six months ended June 30, 2021 and 2020 was $1,419 and $998, respectively. At June 30, 2021, the Company has $440,628 of fully depreciated property and equipment that is still in use.

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Investments

6 Months Ended

Jun. 30, 2021

Investments [Abstract]

Investments

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 June 30, 2021 and December 31, 2020 was $1,000 and $1,000, respectively.

MIFTI

In April 2019, the Company also entered into a Cooperative Agreement with MIFTI whereby the Company acquired certain exclusive manufacturing and supply rights, including thermonuclear fusion-powered reactor for production of electricity per MIFTI designs in return for $500,000, of which $100,000 is payable upon signing, $200,000 within four months of the agreement and $200,000 within nine months of the agreement. The $500,000 is an option to buy a 10% interest in MIFTI for $2,700,000, if completed with 24 months of the agreement date. If the options 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 June 30, 2021 and December 31, 2020 was $1,000 and $1,000, respectively.

Grapheton

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

Pursuant to the terms of the SPA, the Corporation will acquire a total of 2,552 shares of Grapheton’s common stock over a two year period. At closing, the Company was issued 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 35.8% of Grapheton and accounts for its investment in Grapheton using the equity method of accounting is accordance with ASC 323.

The Company evaluated this investment and recorded a loss attributed to equity investment of $803,877 during the year ended December 31, 2020 and $815,040 during the six months ended June 30, 2021.

Information regarding Grapheton as of and for the six months ended June 30, 2021 is below:

Current assets	$	85,717
Total assets		85,717
Current liabilities		6,177
Total liabilities		6,177
Total stockholders’ equity	$	79,540
Revenue	$	34,750
Operating expenses		26,856
Other expenses		-
Net loss	$	7,894

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Notes Payable

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Notes Payable

Note 6 – Notes Payable

In connection with the acquisition of assets from ECC, the Company issued a note payable to the owner of ECC. The note accrued interest at 5% per annum, requires quarterly principal and interest payments of $4,518 and is due on April 15, 2021. At June 30, 2021 and December 31, 2020, the amount outstanding under this note payable was $9,818 and $9,818, respectively. The Company repaid $0 during the six months ended June 30, 2021.

In June 2020 the Company received a loan under the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act for $107,587.  The loan has terms of 24 months and accrues interest at 1% per annum.  In addition, in February 2021, the Company received an additional $221,431 under the PPP loan program with the same terms as the June 2020 PPP loan. The Company expects some or all of this loan to be forgiven as provided by in the CARES Act.

Future maturities of notes payable as of June 30, 2021 are as follows:

Six months ended June 30,
2022	$	117,405
2023		221,431
	$	338,836

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Note Payable to Shareholder

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Note Payable to Shareholder

Note 7 – Note Payable to Shareholder

Robert Goldstein, the CEO and majority shareholder, has loaned funds to the Company from time to time to cover general operating expenses. These loans are evidenced by unsecured, non-interest bearing notes due on December 31, 2021. During the six months ended June 30, 2021, the Company’s majority shareholder paid expenses on behalf of the Company of $10,810. During the six months ended June 30, 2020, the Company’s majority shareholder paid expenses on behalf of the Company of $40,000, loaned an additional $520,600 to the Company and was repaid $555,008. The amounts due to Mr. Goldstein are $454,660 and $443,850 as of June 30, 2021 and December 31, 2020, respectively.

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Line of Credit

6 Months Ended

Jun. 30, 2021

Line of Credit Facility [Abstract]

Line of Credit

Note 8 – Line of Credit

As of June 30, 2021, the Company had five lines of credit with a maximum borrowing amount of $600,000 with interest ranging from 5.5% to 11.5% and are unsecured. As of June 30, 2021 and December 31, 2020, the amounts outstanding under these lines of credit were $314,889 and $209,143, respectively.

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Leases

6 Months Ended

Jun. 30, 2021

Leases [Abstract]

Leases

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 expired on April 30, 2020 and the Company exercised its renewal option for an additional 12 months. The new lease is not more than 12 months; therefore, the disclosures under ASC 842 are not required. Future minimum lease payments under this agreement for the twelve months ending June 30, 2022 is $140,000. Effective January 1, 2019, the Company adopted the provision of ASC 842 Leases.

The table below presents the lease related assets and liabilities recorded on the Company’s consolidated balance sheets as of June 30, 2021 and December 31, 2020:

		June 30,		December 31,
	Classification on Balance Sheet	2021		2020
Assets
Operating lease assets	Operating lease right of use assets	$	-	$	55,079
Total lease assets		$	-	$	55,079
Liabilities
Current liabilities
Operating lease liability	Current operating lease liability	$	-	$	55,079
Noncurrent liabilities
Operating lease liability	Long-term operating lease liability		-		-
Total lease liability		$	-	$	55,079

The lease with Gold Team Inc. expired on April 30, 2021 and was extended for 12 months.

The lease expense for the six months ended June 30, 2021 and 2020 was $84,000 and $84,000, respectively. The cash paid under operating leases during the six months ended June 30, 2021 and 2020 was $84,000 and $84,000, respectively. The weighted average discount rate was 8%

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Shareholders' Equity

6 Months Ended

Jun. 30, 2021

Stockholders' Equity Note [Abstract]

Shareholders' Equity

Note 10 – Shareholders’ Equity

Common Stock

During the six months ended June 30, 2021, the Company issued:

● 250,000 shares of common stock for cash proceeds of $100,000;

● 792,300 shares of common stock to consultants for services rendered valued at $545,488. The fair value was determined based on the Company’s stock price on the grant date; and

● 1,121,071 shares of common stock for an investment in Grapheton valued at $633,405. The fair value was determined based on the Company’s stock price on the grant date.

During the six months ended June 30, 2020, the Company issued:

● 558,295 shares of common stock to consultants for services rendered valued at $453,096. The fair value was determined based on the Company’s stock price on the grant date;

● 163,275 shares of common stock for convertible notes and accrued interest of $100,000 and $8,986; and

● 858,896 shares of common stock for an investment in Grapheton valued at $601,227. The fair value was determined based on the Company’s stock price on the grant date.

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, 2020		333,333	$	1.50		1.90	$	-
Granted		-
Forfeited		-
Exercised		-
Outstanding, June 30, 2021		333,333	$	0.40		1.40	$	147,000
Exercisable, June 30, 2021		333,333	$	0.40		1.40	$	147,000

The following table summarizes information about warrants outstanding and exercisable as of June 30, 2021:

Outstanding and Exercisable
Number of		Exercise
Warrants		Price
	333,333	$	0.40
	333,333

The above warrants contains a downround provision that requires the exercise price to be adjusted if the Company sells shares of common stock below the current exercise price. During the six months ended June 30, 2021, the Company sold shares of common stock for $0.40; therefore the exercise price of these warrants was adjusted from $1.50 to $0.40. The change in fair value between the value of the warrants using the new exercise price versus the old exercise price was calculated to be $52,861. This amount is recorded as a deemed dividend in the accompanying consolidated financial statements.

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Segment Reporting

6 Months Ended

Jun. 30, 2021

Segment Reporting [Abstract]

Segment Reporting

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 recent acquisition of the assets of Electronic Control Concepts are included with Overhoff in the table below.

The following tables summarize the Company’s segment information for the three and six months ended June 30, 2021 and 2020:

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Sales
Optron	$	89,009		$	83,096		$	111,825		$	173,776
Overhoff		263,549			219,105			658,557			450,664
Corporate		-			-			-			-
	$	352,558		$	302,201		$	770,382		$	624,440
Gross profit
Optron	$	54,958		$	41,055		$	68,382		$	89,917
Overhoff		100,898			102,324			288,646			219,789
Corporate		-			-			-			-
	$	155,856		$	143,379		$	357,028		$	309,706
Income (loss) from operations
Optron	$	(167,915	)	$	(146,615	)	$	(362,408	)	$	(287,610	)
Overhoff		(49,227	)		4,827			(71,882	)		(60,198	)
Corporate		(247,856	)		(61,036	)		(689,687	)		(583,531	)
	$	(464,998	)	$	(202,824	)	$	(1,123,977	)	$	(931,339	)
Interest Expenses
Optron	$	2,389		$	3,897		$	5,212		$	8,337
Overhoff		1,644			-			1,644			-
Corporate		-			8,254			-			17,209
	$	4,033		$	12,151		$	6,856		$	25,546
Net income (loss)
Optron	$	(170,304	)	$	(150,512	)	$	(361,620	)	$	(289,947	)
Overhoff		(50,871	)		4,827			(79,526	)		(69,198	)
Corporate		(1,061,137	)		568			(1,504,727	)		(833,341	)
	$	(1,282,312	)	$	(145,117	)	$	(1,945,873	)	$	(1,192,486	)

	As of June 30, 2021		As of December 31, 2020
Total Assets
Optron	$	1,086,164	$	1,084,440
Overhoff		1,255,149		1,320,197
Corporate		41,488		50,271
	$	2,382,801	$	2,454,908
Goodwill
Optron	$	-	$	-
Overhoff		570,176		570,176
Corporate		-		-
	$	570,176	$	570,176

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Geographical Sales

6 Months Ended

Jun. 30, 2021

Geographical Sales [Abstract]

Geographical Sales

Note 12 – Geographical Sales

The geographical distribution of the Company’s sales for the three and six months ended June 30, 2021 and 2020 is as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Geographical sales
North America	$	269,236	$	294,593	$	563,787	$	480,261
Asia		55,730		7,608		166,827		105,235
Other		27,592		-		39,768		38,944
	$	352,558	$	302,201	$	770,382	$	624,440

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Related Party Transactions

6 Months Ended

Jun. 30, 2021

Related Party Transactions [Abstract]

Related Party Transactions

Note 13 – Related Party Transactions

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. Rent expense for the six months ended June 30, 2021 and 2020 were $84,000 and $84,000, respectively. As of June 30, 2021 and December 31, 2020, payable to Gold Team Inc. in connection with the above leases amount to $0 and $0, respectively. (See Note 9) The lease expired on April 30, 2021 and is currently on a month-to-month basis.

In addition, as of June 30, 2021 and December 31, 2020, the Company had accrued compensation payable to its majority shareholder of $400,000 and $350,000, respectively.

Also see Note 7.

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Concentrations

6 Months Ended

Jun. 30, 2021

Risks and Uncertainties [Abstract]

Concentrations

Note 14 – Concentrations

Two customer accounted for 34% and 27% of the Company’s sales for the six months ended June 30, 2021 and one customer accounted for 63% of the Company’s sales for the six months ended June 30, 2020.

No vendors accounted for more than 10% of the Company’s purchases for the six months ended June 30, 2021 and 2020.

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Subsequent Events

6 Months Ended

Jun. 30, 2021

Subsequent Events [Abstract]

Subsequent Events

Note 15 – 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.

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Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Interim financial statements

Interim financial statements

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

These statements reflect all adjustment, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2020 and notes thereto included in the Company’s annual report on Form 10-K filed on July 29, 2021. The Company follows the same accounting policies in the preparation of interim report. Results of operations for the interim period are not indicative of annual results.

Going Concern

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 $1,935,873 for the six months ended June 30, 2021 and had an accumulated deficit of $13,139,337 as of June 30, 2021, which raises substantial doubt about its ability to continue as a going concern.

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

Principles of Consolidation

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 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

Use of Estimates

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

Cash and Cash Equivalents

Cash and Cash Equivalents

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 June 30, 2021 and December 31, 2020.

Concentration of credit risk

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

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. Allowance for doubtful accounts as of June 30, 2021 and December 31, 2020 were $5,000 and $5,000, respectively.

Inventories

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 June 30, 2021 and December 31, 2020, there was no allowance for slow moving or obsolete inventory. The Company periodically assessed its inventory for slow moving and/or obsolete items. If any are identified an appropriate allowance for those items is made and/or the items are deemed to be impaired.

Property and Equipment

Property and Equipment

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

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 June 30, 2021 and December 31, 2020, the Company believes there was no impairment of its long-lived assets.

Goodwill

Goodwill

Goodwill represents the excess of purchase price over the underlying net assets of businesses acquired. The entire goodwill balance in the accompanying financial statements resulted from the Company’s acquisition of Overhoff Technology Corporation in 2006. The Company complies with ASC 350, Goodwill and Other Indefinite Lived Intangible Assets, requiring that a test for impairment be performed at least annually. As of December 31, 2020 the Company performed the required impairment analysis which resulted in no impairment adjustments. Although the Company experienced a significant decline in revenue due to the effects of COVID-19, management expects that it is more likely than not that its revenue and cost of goods sold will be more in-line with pre-COVID-19 levels in upcoming periods. Significant estimates used in the goodwill impairment analysis may change in the upcoming year if revenues do not rebound and cost of materials continue to increase.

Derivative Financial Instruments

Derivative Financial Instruments

The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of June 30, 2021 and December 31, 2020, there no derivative financial instruments as all convertible notes payable were converted into shares of the Company’s common stock during 2020.

Investments

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

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 shareholder that the carrying amount also approximates fair value.

Revenue Recognition

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

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

● identification of performance obligations in the respective contract;

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

● allocation the transaction price to each performance obligation; and

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

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

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

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

Sales returns and allowances was $0 for the six months ended June 30, 2021 and 2020. The Company provides a one-year warranty on all sales. Warranty expense for the six months ended June 30, 2021 and 2020 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

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

Income Taxes

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

Stock-Based Compensation

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

Basic and Diluted Earnings Per Share

Basic and Diluted Earnings Per Share

Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share. Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding. Diluted EPS assumes that all dilutive convertible shares and stock warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. As of June 30, 2021 and December 31, 2020 there were 333,333 and 333,333 warrants outstanding, respectively, to purchase shares of common. Basic and diluted earnings per share are the same during the six months ended June 30, 2021 and 2020 due to the net loss incurred.

Segment Reporting

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

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

Reclassifications

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

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assetsand lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. ASU 2016-02 and additional ASUs are now codified as Accounting Standards Codification Standard (“ASC”) 842 - Leases (“ASC 842”). ASC 842 supersedes the lease accounting guidance in ASC 840 Leases, and requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. It also requires additional disclosures about leasing arrangements. The Company adopted ASC 842 on January 1, 2019 and used the modified retrospective transition approach and did not restate its comparative periods. As of the date of implementation on January 1, 2019, the impact of the adoption of ASC 842 resulted in the recognition of a right of use asset and lease payable obligation on the Company’s consolidated balance sheets of $356,508. As the right of use asset and the lease payable obligation were the same upon adoption of ASC 842, there was no cumulative effect impact on the Company’s accumulated deficit.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 was issued to improve financial reporting by requiring earlier recognition of credit losses on financing receivables and other financial assets in scope. The new standard represents significant changes to accounting for credit losses. Full lifetime expected credit losses will be recognized upon initial recognition of an asset in scope. The current incurred loss impairment model that recognizes losses when a probable threshold is met will be replaced with the expected credit loss impairment method without recognition threshold. The expected credit losses estimate will be based upon historical information, current conditions, and reasonable and supportable forecasts. This ASU as amended by ASU 2019-10, is effective for fiscal years beginning after December 15, 2022. The Company is currently evaluating the effect of this ASU on the Company’s consolidated financial statements and related disclosures.

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

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. ASU 2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and clarify the scope and certain requirements under Subtopic 815-40. In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and contract in entity’s own equity. ASU 2020-06 is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an entity should adopt the guidance as of the beginning of its annual fiscal year. The Company is currently evaluation the impact this ASU will have on its consolidated financial statements.

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Basis Presentation (Tables)

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Schedule of estimated useful lives of property and equipment

Furniture and fixtures	5 years
Leasehold improvement	Lesser of lease life or economic life
Equipment	5 years
Computers and software	5 years

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Inventories (Tables)

6 Months Ended

Jun. 30, 2021

Inventory Disclosure [Abstract]

Schedule of inventories

	June 30,		December 31,
	2021		2020
Raw materials	$	900,163	$	924,313
Work in Progress		157,625		71,177
Finished goods		367,790		322,197
Total inventories	$	1,425,578	$	1,317,687

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Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2021

Property, Plant and Equipment [Abstract]

Schedule of property and equipment

	June 30,			December 31,
	2021			2020
Furniture and fixtures	$	148,033		$	148,033
Leasehold Improvements		50,091			50,091
Equipment		237,418			237,418
Computers and software		39,482			33,036
		475,024			468,578
Less accumulated depreciation		(464,153	)		(462,734	)
Property and equipment, net	$	10,871		$	5,844

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Investments (Tables)

6 Months Ended

Jun. 30, 2021

Investments [Abstract]

Schedule of information regarding grapeheton

Current assets	$	85,717
Total assets		85,717
Current liabilities		6,177
Total liabilities		6,177
Total stockholders’ equity	$	79,540
Revenue	$	34,750
Operating expenses		26,856
Other expenses		-
Net loss	$	7,894

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Notes Payable (Tables)

6 Months Ended

Jun. 30, 2021

Debt Disclosure [Abstract]

Schedule of future maturities of notes payable

Six months ended June 30,
2022	$	117,405
2023		221,431
	$	338,836

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Leases (Tables)

6 Months Ended

Jun. 30, 2021

Leases [Abstract]

Schedule of lease related assets and liabilities

		June 30,		December 31,
	Classification on Balance Sheet	2021		2020
Assets
Operating lease assets	Operating lease right of use assets	$	-	$	55,079
Total lease assets		$	-	$	55,079
Liabilities
Current liabilities
Operating lease liability	Current operating lease liability	$	-	$	55,079
Noncurrent liabilities
Operating lease liability	Long-term operating lease liability		-		-
Total lease liability		$	-	$	55,079

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Shareholders' Equity (Tables)

6 Months Ended

Jun. 30, 2021

Stockholders' Equity Note [Abstract]

Schedule of activity related to warrants

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Warrants		Exercise		Contractual		Intrinsic
	Outstanding		Price		Life		Value
Outstanding, December 31, 2020		333,333	$	1.50		1.90	$	-
Granted		-
Forfeited		-
Exercised		-
Outstanding, June 30, 2021		333,333	$	0.40		1.40	$	147,000
Exercisable, June 30, 2021		333,333	$	0.40		1.40	$	147,000

Schedule of information about warrants outstanding and exercisable

Outstanding and Exercisable
Number of		Exercise
Warrants		Price
	333,333	$	0.40
	333,333

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Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2021

Segment Reporting [Abstract]

Schedule of company's segment reporting information

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Sales
Optron	$	89,009		$	83,096		$	111,825		$	173,776
Overhoff		263,549			219,105			658,557			450,664
Corporate		-			-			-			-
	$	352,558		$	302,201		$	770,382		$	624,440
Gross profit
Optron	$	54,958		$	41,055		$	68,382		$	89,917
Overhoff		100,898			102,324			288,646			219,789
Corporate		-			-			-			-
	$	155,856		$	143,379		$	357,028		$	309,706
Income (loss) from operations
Optron	$	(167,915	)	$	(146,615	)	$	(362,408	)	$	(287,610	)
Overhoff		(49,227	)		4,827			(71,882	)		(60,198	)
Corporate		(247,856	)		(61,036	)		(689,687	)		(583,531	)
	$	(464,998	)	$	(202,824	)	$	(1,123,977	)	$	(931,339	)
Interest Expenses
Optron	$	2,389		$	3,897		$	5,212		$	8,337
Overhoff		1,644			-			1,644			-
Corporate		-			8,254			-			17,209
	$	4,033		$	12,151		$	6,856		$	25,546
Net income (loss)
Optron	$	(170,304	)	$	(150,512	)	$	(361,620	)	$	(289,947	)
Overhoff		(50,871	)		4,827			(79,526	)		(69,198	)
Corporate		(1,061,137	)		568			(1,504,727	)		(833,341	)
	$	(1,282,312	)	$	(145,117	)	$	(1,945,873	)	$	(1,192,486	)

	As of June 30, 2021		As of December 31, 2020
Total Assets
Optron	$	1,086,164	$	1,084,440
Overhoff		1,255,149		1,320,197
Corporate		41,488		50,271
	$	2,382,801	$	2,454,908
Goodwill
Optron	$	-	$	-
Overhoff		570,176		570,176
Corporate		-		-
	$	570,176	$	570,176

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Geographical Sales (Tables)

6 Months Ended

Jun. 30, 2021

Geographical Sales [Abstract]

Schedule of geographical distribution of comapany's sales

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Geographical sales
North America	$	269,236	$	294,593	$	563,787	$	480,261
Asia		55,730		7,608		166,827		105,235
Other		27,592		-		39,768		38,944
	$	352,558	$	302,201	$	770,382	$	624,440

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Basis Presentation (Details) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Accounting Policies [Abstract]
Net loss	$ (1,935,873)
Accumulated deficit	(13,139,337)		$ (11,140,603)
Allowance for doubtful accounts	5,000		$ 5,000
Sales returns and allowances	$ 0	$ 0
Tax benefit, percentage	50.00%
Warrants outstanding (in Shares)	333,333		333,333
Right of use assets and operating lease liability recognized	$ 356,508

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Basis Presentation (Details) - Schedule of estimated useful lives of property and equipment	6 Months Ended
	Jun. 30, 2021
Furniture and fixtures [Member]
Basis Presentation (Details) - Schedule of estimated useful lives of property and equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	5 years
Leasehold Improvement [Member]
Basis Presentation (Details) - Schedule of estimated useful lives of property and equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	Lesser of lease life or economic life
Equipment [Member]
Basis Presentation (Details) - Schedule of estimated useful lives of property and equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	5 years
Computers and software [Member]
Basis Presentation (Details) - Schedule of estimated useful lives of property and equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	5 years

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Inventories (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Inventory reserve	$ 0	$ 0

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Inventories (Details) - Schedule of inventories - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Schedule of inventories [Abstract]
Raw materials	$ 900,163	$ 924,313
Work in Progress	157,625	71,177
Finished goods	367,790	322,197
Total inventories	$ 1,425,578	$ 1,317,687

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Property and Equipment (Details) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 1,419	$ 998
Depreciated property and equipment in use	$ 440,628

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Property and Equipment (Details) - Schedule of property and equipment - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 475,024	$ 468,578
Less accumulated depreciation	(464,153)	(462,734)
Property and equipment, net	10,871	5,844
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	148,033	148,033
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	50,091	50,091
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	237,418	237,418
Computers and software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 39,482	$ 33,036

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Investments (Details) - USD ($)		1 Months Ended	6 Months Ended	12 Months Ended
	Aug. 03, 2018	Apr. 30, 2019	Jun. 30, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Investments (Details) [Line Items]
Ownership interest in MIFTEC		0.56%
Investment amount		$ 500,000
MIFTEC (in Shares)		500,000
Carrying value of investment			$ 1,000	$ 1,000
Investment, description			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.
Exchange for common stock, shares (in Shares)			1,100
Common stock valued			$ 2,789	2,572
Out payment			$ 192,500
Ownership, percentage			35.80%
Equity investment			$ 815,040	803,877
MIFTEC [Member]
Investments (Details) [Line Items]
Ownership interest in MIFTEC	10.00%					10.00%
Investment amount	$ 500,000
MIFTEC (in Shares)	300,000
Common stock value	$ 594,000
Interest in MIFTEC						$ 10,000
Acquisition of manufacturing and supply right						$ 1,084,000
Investment for impairment					$ 9,000
Carrying value of investment			$ 1,000	$ 1,000
MIFTI [Member]
Investments (Details) [Line Items]
Investment for impairment					$ 499,000
Investment, description		the Company also entered into a Cooperative Agreement with MIFTI whereby the Company acquired certain exclusive manufacturing and supply rights, including thermonuclear fusion-powered reactor for production of electricity per MIFTI designs in return for $500,000, of which $100,000 is payable upon signing, $200,000 within four months of the agreement and $200,000 within nine months of the agreement. The $500,000 is an option to buy a 10% interest in MIFTI for $2,700,000, if completed with 24 months of the agreement date. If the options expires, MIFTI shall issue the Company 500,000 shares of common stock and rescind all other exclusive rights contained in the agreement.
Grapheton, Inc [Member]
Investments (Details) [Line Items]
Exchange for common stock, shares (in Shares)			1,121,071
Common stock valued			$ 633,405

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Investments (Details) - Schedule of information regarding grapeheton - Grapheton [Member]	6 Months Ended
	Jun. 30, 2021 USD ($)
Investments (Details) - Schedule of information regarding grapeheton [Line Items]
Current assets	$ 85,717
Total assets	85,717
Current liabilities	6,177
Total liabilities	6,177
Total stockholders’ equity	79,540
Revenue	34,750
Operating expenses	26,856
Other expenses
Net loss	$ 7,894

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Notes Payable (Details) - USD ($)	1 Months Ended	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2021	Feb. 28, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
Interest rate		5.00%
Principal and interest payments		$ 4,518
Outstanding notes payable		9,818		$ 9,818
Repayment of notes payable		$ 0
Loan amount	$ 107,587
Notes Payable, description		The loan has terms of 24 months and accrues interest at 1% per annum.
Debt instrument face amount			$ 221,431

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Notes Payable (Details) - Schedule of future maturities of notes payable	6 Months Ended
	Jun. 30, 2021 USD ($)
Schedule of future maturities of notes payable [Abstract]
2022	$ 117,405
2023	221,431
Total	$ 338,836

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Note Payable to Shareholder (Details) - USD ($)	6 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
Note Payable to Shareholder (Details) [Line Items]
Note payable, description	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 due on December 31, 2021.
Majority shareholder paid expenses	$ 40,000
Additional loans	520,600
Repaid amount	555,008
Mr. Goldstein [Member]
Note Payable to Shareholder (Details) [Line Items]
Amounts due	454,660	$ 443,850
Convertible Notes Payable [Member]
Note Payable to Shareholder (Details) [Line Items]
Majority shareholder paid expenses	$ 10,810

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Line of Credit (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Line of Credit (Details) [Line Items]
Line of credit outstanding	$ 314,889	$ 209,143
Line of Credit [Member]
Line of Credit (Details) [Line Items]
Line of credit maximum borrowing amount	$ 600,000
Line of Credit [Member] | Minimum [Member]
Line of Credit (Details) [Line Items]
Interest rate on line of credit	5.50%
Line of Credit [Member] | Maximum [Member]
Line of Credit (Details) [Line Items]
Interest rate on line of credit	11.50%

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Leases (Details) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Leases (Textual)
Lease term, description	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 expired on April 30, 2020 and the Company exercised its renewal option for an additional 12 months. The new lease is not more than 12 months; therefore, the disclosures under ASC 842 are not required. Future minimum lease payments under this agreement for the twelve months ending June 30, 2022 is $140,000. Effective January 1, 2019, the Company adopted the provision of ASC 842 Leases.
Lease extended period	12 months
Lease expense	$ 84,000	$ 84,000
Operating leases payment	$ 84,000	$ 84,000
Weighted average discount rate	8.00%
Lease term expired date	Apr. 30, 2021

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Leases (Details) - Schedule of lease related assets and liabilities - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Assets
Operating lease assets		$ 55,079
Total lease assets		55,079
Current liabilities
Operating lease liability		55,079
Noncurrent liabilities
Operating lease liability
Total lease liability		$ 55,079

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Shareholders' Equity (Details) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Shareholders' Equity (Details) [Line Items]
Common stock issued for services, shares (in Shares)	250,000
Cash proceeds	$ 100,000
Fair value of weighted average options	1,121,071	$ 858,896
Investment value	$ 633,405	601,227
Convertible notes		163,275
Accrued interest		$ 100,000
Additional common stock shares (in Shares)		8,986
Common stock per share (in Dollars per share)	$ 0.40
Warrants Exercise price Increase (in Dollars per share)	1.50
Warrant exercise price decrease (in Dollars per share)	$ 0.40
Exercise price	$ 52,861
Consultants [Member]
Shareholders' Equity (Details) [Line Items]
Common stock issued for services, shares (in Shares)	792,300	558,295
Common stock issued for services	$ 545,488	$ 453,096

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Shareholders' Equity (Details) - Schedule of activity related to warrants - Warrant [Member]	6 Months Ended
	Jun. 30, 2021 USD ($) $ / shares shares
Shareholders' Equity (Details) - Schedule of activity related to warrants [Line Items]
Warrants Outstanding, at beginning	333,333
Weighted Average Exercise Price ,at beginning (in Dollars per share) | $ / shares	$ 1.50
Weighted Average Remaining Contractual Life,at beginning	1 year 10 months 24 days
Aggregate Intrinsic Value, at beginning (in Dollars) | $
Warrants Outstanding, Granted
Warrants Outstanding, Forfeited
Warrants Outstanding, Exercised
Warrants Outstanding, at ending	333,333
Weighted Average Exercise Price ,at ending (in Dollars per share) | $ / shares	$ 0.40
Weighted Average Remaining Contractual Life,at ending	1 year 4 months 24 days
Aggregate Intrinsic Value, at ending (in Dollars) | $	$ 147,000
Warrants Outstanding, Exercisable	333,333
Weighted Average Exercise Price, Exercisable (in Dollars per share) | $ / shares	$ 0.40
Weighted Average Remaining Contractual Life ,Exercisable	1 year 4 months 24 days
Aggregate Intrinsic Value, Exercisable (in Dollars) | $	$ 147,000

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Shareholders' Equity (Details) - Schedule of information about warrants outstanding and exercisable - Warrant [Member]	6 Months Ended
	Jun. 30, 2021 $ / shares shares
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of Warrants	333,333
Number of Warrants (in Dollars per share) | $ / shares	$ 0.40
Exercisable	333,333

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Segment Reporting (Details)	6 Months Ended
	Jun. 30, 2021
Segment Reporting [Abstract]
Number of reportable segments	2

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Segment Reporting (Details) - Schedule of company's segment reporting information - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Segment Reporting Information [Line Items]
Sales	$ 352,558	$ 302,201	$ 770,382	$ 624,440
Gross profit	155,856	143,379	357,028	309,706
Income (loss) from operations	(464,998)	(202,824)	(1,123,977)	(931,339)
Interest Expenses	4,033	12,151	6,856	25,546
Net income (loss)	(1,282,312)	(145,117)	(1,945,873)	(1,192,486)
Total Assets	2,382,801		2,382,801		$ 2,454,908
Goodwill	570,176		570,176		570,176
Optron [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Sales	89,009	83,096	111,825	173,776
Gross profit	54,958	41,055	68,382	89,917
Income (loss) from operations	(167,915)	(146,615)	(362,408)	(287,610)
Interest Expenses	2,389	3,897	5,212	8,337
Net income (loss)	(170,304)	(150,512)	(361,620)	(289,947)
Total Assets	1,086,164		1,086,164		1,084,440
Goodwill
Overhoff [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Sales	263,549	219,105	658,557	450,664
Gross profit	100,898	102,324	288,646	219,789
Income (loss) from operations	(49,227)	4,827	(71,882)	(60,198)
Interest Expenses	1,644		1,644
Net income (loss)	(50,871)	4,827	(79,526)	(69,198)
Total Assets	1,255,149		1,255,149		1,320,197
Goodwill	570,176		570,176		570,176
Corporate Segment [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Sales
Gross profit
Income (loss) from operations	(247,856)	(61,036)	(689,687)	(583,531)
Interest Expenses		8,254		17,209
Net income (loss)	(1,061,137)	$ 568	(1,504,727)	$ (833,341)
Total Assets	41,488		41,488		50,271
Goodwill

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Geographical Sales (Details) - Schedule of geographical distribution of comapany's sales - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Geographical Sales (Details) - Schedule of geographical distribution of comapany's sales [Line Items]
Geographical sales	$ 352,558	$ 302,201	$ 770,382	$ 624,440
North America [Member]
Geographical Sales (Details) - Schedule of geographical distribution of comapany's sales [Line Items]
Geographical sales	269,236	294,593	563,787	480,261
Asia [Member]
Geographical Sales (Details) - Schedule of geographical distribution of comapany's sales [Line Items]
Geographical sales	55,730	7,608	166,827	105,235
Other [Member]
Geographical Sales (Details) - Schedule of geographical distribution of comapany's sales [Line Items]
Geographical sales	$ 27,592		$ 39,768	$ 38,944

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Related Party Transactions (Details) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Related Party Transactions (Details) [Line Items]
Accrued compensation payable	$ 400,000		$ 350,000
Gold Team Inc. [Member]
Related Party Transactions (Details) [Line Items]
Accounts payable, related party for leases	0		$ 0
Gold Team Inc. [Member]
Related Party Transactions (Details) [Line Items]
Rent expense	$ 84,000	$ 84,000

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Concentrations (Details)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Sales [Member] | Customer One [Member]
Concentrations (Details) [Line Items]
Concentration percentage	34.00%	63.00%
Sales [Member] | Customer Two [Member]
Concentrations (Details) [Line Items]
Concentration percentage	27.00%
Purchase [Member] | Vendor [Member]
Concentrations (Details) [Line Items]
Concentration percentage	10.00%	10.00%