US Nuclear (UCLE) 10-K 17 Apr 17 2016 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Apr. 17, 2017
Document And Entity Information
Entity Registrant Name	US NUCLEAR CORP.
Entity Central Index Key	1,543,623
Document Type	10-K
Document Period End Date	Dec. 31, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float		$ 0
Entity Common Stock, Shares Outstanding		13,947,403
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,016

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Dec. 31, 2016	Dec. 31, 2015
CURRENT ASSETS
Cash	$ 236,404	$ 419,126
Accounts receivable, net	229,222	181,084
Inventories	1,201,564	2,320,333
TOTAL CURRENT ASSETS	1,667,190	2,920,543
Property and equipment, net	17,290	7,900
Intangible asset, net	183,064	0
Goodwill	570,176	570,176
TOTAL ASSETS	2,437,720	3,498,619
CURRENT LIABILITIES
Accounts payable	51,919	41,607
Accrued liabilities	216,446	111,466
Customer deposit	97,862	49,040
Acquisition contingency	103,143	0
Note payable	14,724	0
Line of credit	347,735	306,487
TOTAL CURRENT LIABILITIES	831,829	508,600
Note payable, net of current portion	58,140	0
Note payable to shareholder	278,180	248,879
TOTAL LIABILITIES	1,168,149	757,479
SHAREHOLDERS' EQUITY:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized; none issued and outstanding	0	0
Common stock, $0.0001 par value; 100,000,000 shares authorized, 13,947,403 and 13,475,000 shares issued and outstanding	1,395	1,348
Additional paid in capital	3,312,963	3,178,409
Accumulated deficit	(2,044,787)	(438,617)
TOTAL SHAREHOLDERS' EQUITY	1,269,571	2,741,140
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 2,437,720	$ 3,498,619

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Preferred stock, par value per share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Preferred stock, value	$ 0	$ 0
Common stock, par value per share	$ .0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	13,947,403	13,475,000
Common stock, shares outstanding	13,947,403	13,475,000
Common stock, value	$ 1,395	$ 1,348

Condensed Consolidated Statemen

Condensed Consolidated Statements Of Operations - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Statement [Abstract]
Sales	$ 2,097,157	$ 2,652,878
Cost of sales	1,322,819	1,246,182
Gross profit	774,338	1,406,696
Selling, general and administrative expenses	1,117,905	982,390
Write-off of inventory	1,241,774	0
Total operating expenses	2,359,679	982,390
Income (loss) from operations	(1,585,341)	424,306
Other expense
Interest expense	(20,829)	(24,890)
Total other expense	(20,829)	(24,890)
Income (loss) before provision for income taxes	(1,606,170)	399,416
Provision for income taxes	0	0
Net income (loss)	$ (1,606,170)	$ 399,416
Weighted average shares outstanding - basic and diluted	13,649,329	13,294,110
Earnings (loss) per shares - basic and diluted	$ (.12)	$ .03

Condensed Consolidated Stateme5

Condensed Consolidated Statements Of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
OPERATING ACTIVITIES
Net income (loss)	$ (1,606,170)	$ 399,416
Adjustment to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	87,099	6,554
Common stock issued for services	0	41,750
Write-off of inventory	1,241,774	0
Changes in:
Accounts receivable	(44,691)	(85,384)
Inventories	(119,655)	23,396
Prepaid expenses and other current assets	0	1,800
Accounts payable	2,706	(157,426)
Accrued liabilities	104,980	18,035
Customer deposits	48,822	(147,145)
Net cash provided by (used in) operating activities	(285,135)	100,996
INVESTING ACTIVITIES
Cash paid for acquistion	(60,000)	0
Net cash provided by (used in) investing activities	60,000	0
FINANCING ACTIVITIES
Net borrowings (repayments) under lines of credit	41,248	12,787
Proceeds from sale of common stock	99,000	0
Proceeds from note payable to shareholder	61,000	243,293
Repayments for note payable	(7,136)	0
Repayments for note payable to shareholder	(31,699)	(52,629)
Net cash provided by (used in) financing activities	162,413	177,877
NET INCREASE (DECREASE) IN CASH	(182,722)	278,873
CASH
Beginning of the period	419,126	140,253
End of the period	236,404	419,126
Supplemental disclosures of cash flow information
Taxes paid	0	0
Interest paid	20,829	24,890
Non-cash investing and financing activities
Common stock issued for acquistion	35,601	0
Note payable issued for acquisition	80,000	0
Acquisition contingency	103,143	0
Reclassification of acquisition contingency to accounts payable	$ 9,319	$ 0

Organization

Organization	12 Months Ended
	Dec. 31, 2016
Organization And Basis Of Presentation
Organization	Note 1 - Organization and Basis of Presentation Organization and Line of Business US Nuclear Corp., formerly known as APEX 3, Inc., (the “Company” or “US Nuclear”) was incorporated under the laws of the State of Delaware on February 14, 2012. Optron Scientific Company, Inc. (“Optron”) was incorporated in the State of California on December 24, 1971. On October 15, 2013, the Company entered into a share exchange agreement and plan of merger with Optron. Pursuant to the agreement, the Company acquired from Optron all of the issued and outstanding capital stock consisting of 98,372 shares of common stock in exchange for 9,150,000 shares of the Company’s common stock. Concurrently with the closing of the transactions, the Company entered into an agreement with the Company’s former majority stockholder, sole director and chief executive officer, pursuant to which he returned 9,150,000 shares of the Company’s common stock for cancellation. The Company’s former majority stockholder, sole director and chief executive officer was not compensated for the cancellation of his shares of the Company’s common stock. Upon completion of the foregoing transactions, the Company had an aggregate of 10,700,000 shares of common stock issued and outstanding. The exchange of shares with Optron was accounted for as a reverse acquisition under the purchase method of accounting since Optron obtained control of the Company. Accordingly, the merger of Optron into the Company was recorded as a recapitalization of Optron, Optron being treated as the continuing entity. The historical financial statements presented are the financial statements of Optron. The share exchange agreement has been treated as a recapitalization and not as a business combination; therefore, no pro forma information is disclosed. At the date of this transaction, the net liabilities of the legal acquirer, US Nuclear, were $12,901. On May 31, 2016, the Company entered into an Asset Purchase Agreement with Electronic Control Concepts (“ECC”) whereby the Company purchased certain tangible and intangible assets of ECC. The Company is engaged in developing, manufacturing and selling radiation detection and measuring equipment. The Company markets and sells its products to consumers throughout the world. Basis of Presentation The accompanying consolidated financial statements and have been prepared in conformity with accounting principles generally accepted in the United States of America.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 – Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, 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 December 31, 2016 and 2015. 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 December 31, 2016 and 2015 were $5,000 and $5,000, respectively. Inventories Inventories are valued at the lower of cost (determined primarily by the average cost method) or market. Management compares the cost of inventories with the market value and allowance is made for writing down their inventories to market value, if lower. 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 ASC Topic 360, Property, Plant, and Equipment Intangible Assets The Company’s intangible assets at December 31, 2016 were all acquired with the purchase of ECC (See Note 14) and are being amortized over 24 months. The Company performs a test for impairment at least annually. As of December 31, 2016, the Company performed the required impairment analysis which resulted in no impairment adjustments. 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 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 The Company’s revenue recognition policies comply with FASB ASC Topic 605. Revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. 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 year ended December 31, 2016 and 2015. The Company provides a one-year warranty on all sales. The Company does not provide unconditional right of return, price protection or any other concessions to its customers. 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 Basic and Diluted Earnings Per Share Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share Segment Reporting FASB ASC Topic 280, Segment Reporting 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 January 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory In August 2016, the FASB issued ASU 2016-15 , Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers

Inventories

Inventories	12 Months Ended
	Dec. 31, 2016
Note 3 - Inventories
Inventories	Note 3 – Inventories Inventory at December 31, 2016 and 2015 consisted of the following: 2016 2015 Raw materials $ 584,687 $ 1,139,827 Work in Progress 202,009 710,041 Finished goods 414,868 470,465 Total inventories $ 1,201,564 $ 2,320,333 At December 31, 2016, the Company reviewed its inventory for slow moving and obsolete items and determined at a write-off of $1,241,774 was necessary. At December 31, 2015 the inventory reserve was $0.

Property and Equipment

Property and Equipment	12 Months Ended
	Dec. 31, 2016
Property And Equipment
Property and Equipment	Note 4 – Property and Equipment The following are the details of property and equipment at December 31, 2016 and 2015: 2016 2015 Furniture and fixtures $ 146,684 $ 146,684 Leasehold Improvements 50,091 50,091 Equipment 233,186 212,076 Computers and software 27,259 27,259 457,220 436,110 Less accumulated depreciation (439,930) (428,210) Property and equipment, net $ 17,290 $ 7,900 Depreciation expense for the years ended December 31, 2016 and 2015 was $11,720 and $6,554, respectively. At December 31, 2016 and 2015, the Company has $299,429 of fully depreciated property and equipment that is still in use.

Intangible Assets

Intangible Assets	12 Months Ended
	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Note 5 – Intangible Assets The following are the details of intangible assets at December 31, 2016 and 2015: 2016 2015 Customer list $ 130,000 $ - Technology 128,443 - 258,443 - Less accumulated amortization (75,379) - Property and equipment, net $ 183,064 $ - All of the above intangible assets were acquired with the purchase of ECC (See Note 14) and are being amortized over 24 months. Amortization expense for the years ended December 31, 2016 and 2015 was $75,379 and $0, respectively. The following summarizes estimated future amortization expense related to intangible assets: 2017 $ 129,221 2018 53,843 $ 183,064

Note Payable Shareholder

Note Payable Shareholder	12 Months Ended
	Dec. 31, 2016
Note Payable Shareholder
Note Payable Shareholder	Note 6 – 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, 2018. During the year ended December 31, 2016, the Company received $61,000 from its majority shareholder and repaid another $31,699 under this note payable agreement.. During the year ended December 31, 2015, the Company received $243,293 from its majority shareholder and repaid another $52,629 under this note payable agreement. The amounts due to Mr. Goldstein are $278,180 and $248,879 as of December 31, 2016 and 2015, respectively.

Lines Of Credit

Lines Of Credit	12 Months Ended
	Dec. 31, 2016
Lines Of Credit
Lines of Credit	Note 7 – Line of Credit As of December 31, 2016, the Company had four lines of credit with a maximum borrowing amount of $400,000 with interest ranging from 3.25% to 9.49%. As of December 31, 2016 and 2015, the amounts outstanding under these lines of credit were $347,735 and $306,487, respectively.

Shareholders' Equity

Shareholders' Equity	12 Months Ended
	Dec. 31, 2016
Equity [Abstract]
Shareholders Equity	Note 8 – Shareholders’ Equity On May 31, 2016, the Company issued 142,403 shares of common stock valued at $35,601 in connection with the purchase of assets of Electronic Control Concepts (See Note 14). The value was determined based on the Company’s stock price on May 31, 2016. In addition, on September 21, 2016, the Company issued 330,000 shares of common stock to an investor for cash proceeds of $99,000. On April 30, 2015, the Company issued 10,000 shares of its common stock to a director for services valued at $1,000 The value of the shares was determined based on the market price of the Company’s common stock on the date of issuance. On November 23, 2015, the Company issued 175,000 shares of its common stock for services valued at $35,000. The value of the shares was determined based on the market price of the Company’s common stock on the date of issuance. On October 31, 2015, the Company issued 25,000 shares of its common stock to its CFO for services valued at $5,750 The value of the shares was determined based on the market price of the Company’s common stock on the date of issuance.

Segment Reporting

Segment Reporting	12 Months Ended
	Dec. 31, 2016
Segment Reporting
Segment Reporting	Note 9 – 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 Optron in the table below. The following tables summarize the Company’s segment information for the years ended December 31, 2016 and 2015: Years Ended December 31, 2016 2015 Sales Optron $ 688,571 $ 643,489 Overhoff 1,408,586 2,009,389 Corporate - - $ 2,097,157 $ 2,652,878 Gross profit Optron $ 255,723 $ 281,052 Overhoff 518,615 1,125,644 Corporate - - $ 774,338 $ 1,406,696 Income (loss) from operations Optron $ (687,551) $ 29,454 Overhoff (715,171) 580,891 Corporate (182,619) (186,039) $ (1,585,341) $ 424,306 Interest Expenses Optron $ 17,824 $ 21,930 Overhoff 3,005 2,960 Corporate - - $ 20,829 $ 24,890 Net income (loss) Optron $ (705,375) $ 7,524 Overhoff (718,176) 577,931 Corporate (182,619) (186,039) $ (1,606,170) $ 399,416 As of As of December 31, December 31, 2016 2015 Total Assets Optron $ 987,873 $ 1,318,749 Overhoff 1,424,701 2,170,499 Corporate 25,146 9,371 $ 2,437,720 $ 3,498,619 Intangible Assets Optron $ 183,064 $ - Overhoff - - Corporate - - $ 183,064 $ - Goodwill Optron $ - $ - Overhoff 570,176 570,176 Corporate - - $ 570,176 $ 570,176

Geographical Sales

Geographical Sales	12 Months Ended
	Dec. 31, 2016
Notes to Financial Statements
Geographical Sales	Note 10 - Geographical Sales The geographical distribution of the Company’s sales for the years ended December 31, 2016 and 2015 is as follows: Years Ended December 31, 2016 2015 Geographical sales North America $ 1,385,716 $ 1,227,772 Asia 373,569 915,429 South America 11,022 310,961 Other 326,850 198,716 $ 2,097,157 $ 2,652,878

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2016
Related Party Transactions [Abstract]
Related Party Transactions	Note 12 – 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 years ended December 31, 2016 and 2015 were $150,000 and $108,000, respectively. As of December 31, 2016 and 2015, payable to Gold Team Inc. in connection with the above leases amount to $0 and $0, respectively.

Concentrations

Concentrations	12 Months Ended
	Dec. 31, 2016
Risks and Uncertainties [Abstract]
Concentrations	Note 13 - Concentrations Two customers accounted for 36% and 10% of the Company sales for the year ended December 31, 2016. Four customers accounted for 19%, 18%, 11% and 10% of the Company sales for the year ended December 31, 2015. No vendors accounted for more than 10% of the Company’s purchases for the year ended December 31, 2016. One vendor provided 22% of the Company’s purchases for the year ended December 31, 2015.

Business Combination

Business Combination	12 Months Ended
	Dec. 31, 2016
Business Combinations [Abstract]
Business Combination	Note 14 – Business Combination 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. ECC a small manufacturer of test and maintenance meters for x-ray machines both medical and industrial. to give a boost to its current x-ray related product and hospital/medical product sales. A summary of the purchase price allocations at fair value is below. Accounts receivable, net of accounts payable $ 405 Inventory 3,350 Property and equipment 21,110 Customer list 130,000 Technology 128,443 Purchase price $ 283,308 The customer list and technology are being amortized over 24 months. The purchase price is comprised of: Cash $ 60,000 Note payable 80,000 Common stock 35,601 Earn-out 107,707 $ 283,308 The note payable bears interest at 5% per annum and is due in 20 quarterly installments beginning in July 2016. The Company issued 142,403 shares of common stock valued at $35,601. The value was determined based on the Company’s stock price on May 31, 2016. The earn-out provision provides for payments to the seller equal to 12% of sales from ECC operations for the next four years. The Company has estimated the net present value of this earn-out to be $107,707 at the acquisition date. See Note 15 – Fair Value Measurements for details regarding valuation of earn-out. Any future changes in the estimated earn-out will be recorded in current operations. The sales from ECC included in the results of operations from the date of acquisition on May 31, 2016 to December 31, 2016 was $77,662. The unaudited pro forma information below present statement of operations data as if the acquisition of ECC took place on January 1, 2015. Years Ended December 31, 2016 2015 (unaudited) (unaudited) Sales $ 2,222,257 $ 2,838,424 Gross profit 837,387 1,530,037 Operating income (1,632,103) 315,051 Net income (loss) (2,571,189) 287,161 Earnings (loss) per share (0.19) 0.02

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2016
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 15 – Fair Value Measurements The Company follows a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to measurements involving unobservable inputs (Level 3). The three levels of the fair value hierarchy are as follows: Level 1 inputs - observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 inputs - other inputs that are directly or indirectly observable in the marketplace. Level 3 inputs - unobservable inputs which are supported by little or no market activity. The Company categorizes its fair value measurements within the hierarchy based on the lowest level input that is significant to the fair value measurement in its entirety. The following table presents the amount and level in the fair value hierarchy of each of our assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2016 and 2015. December 31, 2016 Level 1 Level 2 Level 3 TOTAL LIABILITES Contingent Liability - - $ 103,143 $ 103,143 December 31, 2015 Level 1 Level 2 Level 3 TOTAL LIABILITES Contingent Liability - - - - A summary of the activity of the contingent liability is as follows: Contingent liability at acquisition date $ 107,707 Change in fair value 4,755 Reclassification to accounts payable (9,319) Contingent liability, ending balance $ 103,143

SUMMARY OF SIGNIFICANT ACCOUN20

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
Principles of Consolidation	The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, 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 Equivalents	Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. There were no cash equivalents as of December 31, 2016 and 2015.
Cash and Cash Equivalents	Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. There were no cash equivalents as of December 31, 2016 and 2015.
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 December 31, 2016 and 2015 were $5,000 and $5,000, respectively.
Inventories	Inventories are valued at the lower of cost (determined primarily by the average cost method) or market. Management compares the cost of inventories with the market value and allowance is made for writing down their inventories to market value, if lower.
Property, Plant, 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 ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets? carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review at December 31, 2016 and 2015, the Company believes there was no impairment of its long-lived assets.
Intangible Assets	The Company?s intangible assets at December 31, 2016 were all acquired with the purchase of ECC (See Note 14) and are being amortized over 24 months. The Company performs a test for impairment at least annually. As of December 31, 2016, the Company performed the required impairment analysis which resulted in no impairment adjustments.
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, 2016 and 2015 the Company performed the required impairment analysis which resulted in no impairment adjustments.
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	The Company?s revenue recognition policies comply with FASB ASC Topic 605. Revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. 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 year ended December 31, 2016 and 2015. The Company provides a one-year warranty on all sales. The Company does not provide unconditional right of return, price protection or any other concessions to its customers.
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 is based on the assumption that all dilutive convertible shares and stock warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There were no potentially dilutive securities outstanding during the year ended December 31, 2016 and 2015.
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 9.
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 January 2017, the Financial Accounting Standards Board (?FASB?) issued an Accounting Standards Update (?ASU?) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date. The Company is in the process of evaluating the impact of this accounting standard update. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires restricted cash to be presented with cash and cash equivalents on the statement of cash flows and disclosure of how the statement of cash flows reconciles to the balance sheet if restricted cash is shown separately from cash and cash equivalents on the balance sheet. ASU 2016-18 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements.   In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. ASU 2016-15 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its statements of cash flows. In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. ASU 2016-09, which amends several aspects of accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, and classification in the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements.   In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and 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. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements.   In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements.  ASU 2014-15 requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date the financial statements are issued.  An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity's ability to continue as a going concern.  ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods thereafter.  Early adoption is permitted.  The Company is currently evaluating the impact of the adoption of ASU 2014-15 on the Company's financial statements and disclosures.   F-10- [Financial Index]   In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers.  ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle-based approach for determining revenue recognition.  ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract.  The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract.  ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017.   Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein.  Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption.  The Company is in the process of evaluating the impact of ASU 2014-09 on the Company's financial statements and disclosures.

Inventories (Tables)

Inventories (Tables)	12 Months Ended
	Dec. 31, 2016
Inventories Tables
Schedule of Inventories	Inventory at December 31, 2016 and 2015 consisted of the following: 2016 2015 Raw materials $ 584,687 $ 1,139,827 Work in Progress 202,009 710,041 Finished goods 414,868 470,465 Total inventories $ 1,201,564 $ 2,320,333

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2016
Property And Equipment Tables
Schedule of Property and Equipment	The following are the details of property and equipment at December 31, 2016 and 2015: 2016 2015 Furniture and fixtures $ 146,684 $ 146,684 Leasehold Improvements 50,091 50,091 Equipment 233,186 212,076 Computers and software 27,259 27,259 457,220 436,110 Less accumulated depreciation (439,930) (428,210) Property and equipment, net $ 17,290 $ 7,900

Intangible Assets (Tables)

Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets	2016 2015 Customer list $ 130,000 $ - Technology 128,443 - 258,443 - Less accumulated amortization (75,379) - Property and equipment, net $ 183,064 $ - All of the above intangible assets were acquired with the purchase of ECC (See Note 14) and are being amortized over 24 months. Amortization expense for the years ended December 31, 2016 and 2015 was $75,379 and $0, respectively. The following summarizes estimated future amortization expense related to intangible assets: 2017 $ 129,221 2018 53,843 $ 183,064

Segment Reporting (Tables)

Segment Reporting (Tables)	12 Months Ended
	Dec. 31, 2016
Segment Reporting Tables
Schedule of Company's Segment Reporting Information	The following tables summarize the Company’s segment information for the years ended December 31, 2016 and 2015: Years Ended December 31, 2016 2015 Sales Optron $ 688,571 $ 643,489 Overhoff 1,408,586 2,009,389 Corporate - - $ 2,097,157 $ 2,652,878 Gross profit Optron $ 255,723 $ 281,052 Overhoff 518,615 1,125,644 Corporate - - $ 774,338 $ 1,406,696 Income (loss) from operations Optron $ (687,551) $ 29,454 Overhoff (715,171) 580,891 Corporate (182,619) (186,039) $ (1,585,341) $ 424,306 Interest Expenses Optron $ 17,824 $ 21,930 Overhoff 3,005 2,960 Corporate - - $ 20,829 $ 24,890 Net income (loss) Optron $ (705,375) $ 7,524 Overhoff (718,176) 577,931 Corporate (182,619) (186,039) $ (1,606,170) $ 399,416 As of As of December 31, December 31, 2016 2015 Total Assets Optron $ 987,873 $ 1,318,749 Overhoff 1,424,701 2,170,499 Corporate 25,146 9,371 $ 2,437,720 $ 3,498,619 Intangible Assets Optron $ 183,064 $ - Overhoff - - Corporate - - $ 183,064 $ - Goodwill Optron $ - $ - Overhoff 570,176 570,176 Corporate - - $ 570,176 $ 570,176

Geographical Sales (Tables)

Geographical Sales (Tables)	12 Months Ended
	Dec. 31, 2016
Geographical Sales Tables
Schedule of Geographical Distribution of Comapany's Sales	The geographical distribution of the Company’s sales for the years ended December 31, 2016 and 2015 is as follows: Years Ended December 31, 2016 2015 Geographical sales North America $ 1,385,716 $ 1,227,772 Asia 373,569 915,429 South America 11,022 310,961 Other 326,850 198,716 $ 2,097,157 $ 2,652,878

Business Combination (Tables)

Business Combination (Tables)	12 Months Ended
	Dec. 31, 2016
Business Combinations [Abstract]
Business Acquisition, Fair Value Recognized Identified Assets	Cash $ 60,000 Note payable 80,000 Common stock 35,601 Earn-out 107,707 $ 283,308
Business Combination, Purchase Price	Cash $ 60,000 Note payable 80,000 Common stock 35,601 Earn-out 107,707 $ 283,308

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2016
Fair Value Disclosures [Abstract]
Schedule of Liabilities	December 31, 2016 Level 1 Level 2 Level 3 TOTAL LIABILITES Contingent Liability - - $ 103,143 $ 103,143 December 31, 2015 Level 1 Level 2 Level 3 TOTAL LIABILITES Contingent Liability - - - - A summary of the activity of the contingent liability is as follows: Contingent liability at acquisition date $ 107,707 Change in fair value 4,755 Reclassification to accounts payable (9,319) Contingent liability, ending balance $ 103,143

Inventories (Details)

Inventories (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Inventories Details
Raw materials	$ 584,687	$ 1,139,827
Work in Progress	202,009	710,041
Finished goods	414,868	470,465
Total Inventory	$ 1,201,564	$ 2,320,333

Property And Equipment (Details

Property And Equipment (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Less accumulated depreciation	$ (439,930)	$ (428,210)
Property and equipment, net	17,290	7,900
Furniture And Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	146,684	146,684
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	233,186	212,076
Computers And Software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 27,259	$ 27,259

Segment Reporting (Details)

Segment Reporting (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Sales	$ 2,097,157	$ 2,652,878
Gross profit	774,338	1,406,696
Income (loss) from operations	(1,585,341)	424,306
Interest Expenses	20,829	24,890
Net income (loss)	(1,606,170)	399,416
Total Assets	2,437,720	3,498,619
Intangible Assets	183,064	0
Goodwill	570,176	570,176
Operating Segments [Member] | Optron [Member]
Sales	688,571	643,489
Gross profit	255,723	281,052
Income (loss) from operations	(687,551)	29,454
Interest Expenses	17,824	21,930
Net income (loss)	(705,375)	7,524
Total Assets	987,873	1,318,746
Intangible Assets	183,064	0
Goodwill	0	0
Operating Segments [Member] | Overhoff [Member]
Sales	1,408,586	2,009,389
Gross profit	518,615	1,125,644
Income (loss) from operations	(715,171)	580,891
Interest Expenses	3,005	2,960
Net income (loss)	(718,176)	577,931
Total Assets	1,424,701	2,170,499
Intangible Assets	0	0
Goodwill	570,176	570,176
Operating Segments [Member] | Corporate [Member]
Sales	0	0
Gross profit	0	0
Income (loss) from operations	(182,619)	(186,039)
Interest Expenses	0	0
Net income (loss)	(182,619)	(186,039)
Total Assets	25,146	9,371
Intangible Assets	0	0
Goodwill	$ 0	$ 0

Geographical Sales (Details)

Geographical Sales (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Geographical sales	$ 2,097,157	$ 2,652,878
North America [Member]
Geographical sales	1,385,716	1,227,772
Asia [Member]
Geographical sales	373,569	915,429
South America [Member]
Geographical sales	11,022	310,961
Other [Member]
Geographical sales	$ 326,850	$ 198,716

Business Combination - Business

Business Combination - Business Acquisition, Schedule of Purchase Price (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Note 11 - Business Combination - Business Acquisition Schedule Of Purchase Price Details
Cash	$ 60,000	$ 0
Note payable issued for acquisition	80,000	$ 0
Common stock	35,601
Earn-out	107,707
Purchase Price	$ 283,308

Business Combination - Purchase

Business Combination - Purchase Price Allocations at Fair Market Value (Details)	12 Months Ended
	Dec. 31, 2016USD ($)
Business Combinations [Abstract]
Pruchase Price Allocations, Accounts receivable, net of accounts payable	$ 405
Purchase Price Allocations, Inventory	3,350
Purchase Price Allocations, Property and equipment	21,110
Purchase Price Allocations, Customer list	130,000
Purchase Price Allocations, Technology	128,443
Purchase Price	$ 283,308

Business Combination - Busine34

Business Combination - Business Acquisition, Pro Forma Statement of Operations and Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Business Combinations [Abstract]
Sales	$ 2,222,257	$ 2,838,424
Gross profit	837,387	1,530,037
Operating income (loss)	(1,632,103)	315,051
Net income (loss)	$ (2,571,189)	$ 287,161
Earnings (loss) per share	$ (.19)	$ .02

Inventories (Narrative)(Details

Inventories (Narrative)(Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Note 4 - Property And Equipment Narrativedetails
Inventory write-off	$ 1,241,774	$ 0
Inventory reserve		$ 0

Property And Equipment (Narrati

Property And Equipment (Narrative)(Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Note 4 - Property And Equipment Narrativedetails
Depreciation Expense	$ 6,554	$ 11,720
Fully Depreciated Property and Equipment, In Use	$ 299,429	$ 299,429