US Nuclear (UCLE) 10-Q 21 Aug 18 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Aug. 16, 2018
Document And Entity Information
Entity Registrant Name	US NUCLEAR CORP.
Entity Central Index Key	1,543,623
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
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 Common Stock, Shares Outstanding		16,589,813
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,018

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
CURRENT ASSETS
Cash	$ 862,392	$ 442,341
Accounts receivable, net	335,320	278,091
Other receivable	72,500
Inventories	1,373,935	1,315,498
TOTAL CURRENT ASSETS	2,644,147	2,035,930
PROPERTY AND EQUIPMENT, net	837	5,670
INTANGIBLE ASSET, net	0	53,841
ACQUISITION DEPOSIT	500,000	0
GOODWILL	570,176	570,176
TOTAL ASSETS	3,715,160	2,665,617
CURRENT LIABILITIES
Accounts payable	151,298	121,499
Accrued liabilities	63,051	79,815
Accrued compensation - officer	300,000	250,000
Customer deposit	19,166	65,216
Acquisition contingency	65,958	71,103
Note payable	15,862	15,474
Line of credit	274,564	299,654
TOTAL CURRENT LIABILITIES	889,899	902,761
Note payable, net of current portion	34,824	42,576
Note payable to shareholder	410,105	410,579
TOTAL LIABILITIES	1,334,828	1,355,916
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, 16,289,813 and 14,047,403 shares issued and outstanding	1,629	1,405
Additional paid in capital	5,372,755	3,342,953
Accumulated deficit	(2,994,052)	(2,034,657)
TOTAL SHAREHOLDERS' EQUITY	2,380,332	1,309,701
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 3,715,160	$ 2,665,617

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Preferred stock, par value per share	$ .0001	$ .0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value per share	$ .0001	$ .0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	16,289,813	14,047,403
Common stock, shares outstanding	16,289,813	14,047,403

Condensed Consolidated Statemen

Condensed Consolidated Statements Of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Statement [Abstract]
Sales	$ 561,528	$ 491,436	$ 1,561,305	$ 1,216,908
Cost of sales	273,729	297,662	796,222	668,062
Gross profit	287,799	193,774	765,083	548,846
Operating expenses
Selling, general and administrative expenses	369,828	315,817	749,418	573,558
Stock-based compensation	328,320	0	961,276	0
Total operating expenses	698,148	315,817	1,710,694	573,558
Loss from operations	(410,349)	(122,043)	(945,611)	(24,712)
Other expense
Interest expense	(6,905)	(5,195)	(13,784)	(11,293)
Total other expense	(6,905)	(5,195)	(13,784)	(11,293)
Loss before provision for income taxes	(417,254)	(127,238)	(959,395)	(36,005)
Provision for income taxes	0	0	0	0
Net income loss	$ (417,254)	$ (127,238)	$ (959,395)	$ (36,005)
Weighted average shares outstanding - basic and diluted	16,015,813	13,947,403	15,165,352	13,947,403
Loss per shares - basic and diluted	$ (0.03)	$ (0.01)	$ (0.06)	$ 0

Condensed Consolidated Stateme5

Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
OPERATING ACTIVITIES
Net loss	$ (959,395)	$ (36,005)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	58,674	71,707
Adjustment to acquisition contingency	6,307	0
Issuance of common stock for services	961,276	0
Expenses paid directly by majority shareholder	15,900	0
Changes in operating assets and liabilities:
Accounts receivable	(57,229)	30,091
Other receivable	(72,500)	0
Inventories	(58,437)	(118,939)
Accounts payable	18,347	3,641
Accrued liabilities	(16,764)	9,845
Accrued compensation - officer	50,000	50,000
Customer deposits	(46,050)	(44,204)
Net cash used in operating activities	(99,871)	(33,864)
INVESTING ACTIVITIES
Purchase of property and equipment	0	(1,349)
Cash paid for investment	(500,000)	0
Net cash used in investing activities	(500,000)	(1,349)
FINANCING ACTIVITIES
Net borrowings (repayments) under lines of credit	(25,090)	(44,917)
Payment on note payable - shareholder	1,068,750	0
Proceeds from sale of common stock	(7,364)	(7,315)
Proceeds from note payable to shareholder	0	75,000
Repayments for note payable to shareholder	(16,374)	(42,609)
Net cash provided by (used in) financing activities	1,019,922	(19,841)
NET INCREASE (DECREASE) IN CASH	420,051	(55,054)
CASH
Beginning of the period	442,341	236,404
End of the period	862,392	181,350
Supplemental disclosures of cash flow information
Taxes paid	0	0
Interest paid	13,784	11,293
Non-cash Investing and financing activities
Reclassification of acquistion contingency to accounts payable	$ 11,452	$ 10,474

Organization

Organization	6 Months Ended
	Jun. 30, 2018
Organization And Basis Of Presentation
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.

Basis Presentation

Basis Presentation	6 Months Ended
	Jun. 30, 2018
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, 2017 and notes thereto included in the Company’s annual report on Form 10-K filed on April 17, 2018. 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. Reclassifications Certain reclassifications of prior year reported amounts have been made for comparative purposes. The Company does not consider such reclassifications to be material and they had no effect on net income (loss). Recent Accounting Pronouncements In June 2018, the FASB issued Accounting Standards Update (“ASU”) ASU 2018-07, Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In January 2017, the FASB issued 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 February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers

Inventories

Inventories	6 Months Ended
	Jun. 30, 2018
Note 3 - Inventories
Inventories	Note 3 – Inventories Inventories at June 30, 2018 and December 31, 2017 consisted of the following: June 30, December 31, 2018 2017 Raw materials $ 944,161 $ 736,848 Work in Progress 128,932 359,717 Finished goods 300,842 218,933 Total inventories $ 1,373,935 $ 1,315,498

Property and Equipment

Property and Equipment	6 Months Ended
	Jun. 30, 2018
Property And Equipment
Property and Equipment	Note 4 – Property and Equipment The following are the details of the property, equipment and improvements at June 30, 2018 and December 31, 2017: June 30, December 31, 2018 2017 Furniture and fixtures $ 148,033 $ 148,033 Leasehold Improvements 50,091 50,091 Equipment 233,826 233,826 Computers and software 27,259 27,259 459,209 459,209 Less accumulated depreciation (458,372 ) (453,539 ) Property and equipment, net $ 837 $ 5,670 Depreciation expense for the six months ended June 30, 2018 and 2017 was $4,833 and $7,096, respectively. At June 30, 2018, the Company has $415,934 of fully depreciated property and equipment that is still in use.

Intangible Assets

Intangible Assets	6 Months Ended
	Jun. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Note 5 – Intangible Assets The following are the details of intangible assets at June 30, 2018 and December 31, 2017: June 30, December 31, 2018 2017 Customer list $ 130,000 $ 130,000 Technology 128,443 128,443 258,443 258,443 Less accumulated amortization (258,443 ) (204,602 ) Intangible assets, net $ — $ 53,841 Amortization expense for the six months ended June 30, 2018 and 2017 was $53,841 and $64,611, respectively.

Notes Payable

Notes Payable	6 Months Ended
	Jun. 30, 2018
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, 2018 and December 31, 2017, the amount outstanding under this note payable was $50,686 and $58,050, respectively. Future maturities of notes payable as of June 30, 2018 are as follows: Twelve Months Ending June 30, 2019 $ 15,862 2020 16,667 2021 18,157 $ 50,686

Note Payable to Shareholder

Note Payable to Shareholder	6 Months Ended
	Jun. 30, 2018
Note Payable Shareholder
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, 2019. During the six months ended June 30, 2018, the Company’s majority shareholder paid expenses on behalf of the Company of $15,900 and the majority shareholder was repaid $16,374. During the six months ended June 30, 2017, majority shareholder loaned an additional $75,000 to the Company and was repaid $42,609. The amounts due to Mr. Goldstein are $410,105 and $410,579 as of June 30, 2018 and December 31, 2017, respectively.

Lines Of Credit

Lines Of Credit	6 Months Ended
	Jun. 30, 2018
Lines Of Credit
Lines of Credit	Note 8 – Line of Credit As of June 30, 2018, the Company had four lines of credit with a maximum borrowing amount of $400,000 with interest ranging from 4.5% to 10.25%. As of June 30, 2018 and December 31, 2017, the amounts outstanding under these lines of credit were $274,564 and $299,654, respectively.

Shareholders' Equity

Shareholders' Equity	6 Months Ended
	Jun. 30, 2018
Equity [Abstract]
Shareholders Equity	Note 9 – Shareholders’ Equity During the six months ended June 30, 2018, the Company issued 497,260 and 15,150 shares of common stock to consultants and employees, respectively, for services rendered and compensation valued at $944,914 and $16,362, respectively. The fair value was determined based on the Company’s stock price on the date of issuance. In addition, during the six months ended June 30, 2018, the Company sold 1,730,000 share of its common stock to investors for cash proceeds of $1,068,750.

Segment Reporting

Segment Reporting	6 Months Ended
	Jun. 30, 2018
Segment Reporting
Segment Reporting	Note 10 – Segment Reporting ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company has two reportable segments: Optron and Overhoff. Optron is located in Canoga Park, California and Overhoff is located in Milford, Ohio. The assets and operations of the Company’s 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, 2018 and 2017: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Sales Optron $ 313,524 $ 114,834 $ 472,585 $ 194,159 Overhoff 248,004 376,602 1,088,720 1,022,749 Corporate - - - - $ 561,528 $ 491,436 $ 1,561,305 $ 1,216,908 Gross profit Optron $ 151,885 $ 29,307 $ 222,974 $ 80,828 Overhoff 135,914 164,467 542,109 468,018 Corporate - - - - $ 287,799 $ 193,774 $ 765,083 $ 548,846 Income (loss) from operations Optron $ 30,421 $ (47,867) $ (21,326) $ (71,487) Overhoff (20,043) (36,220) 185,096 117,495 Corporate (420,727) (37,956) (1,109,381) (70,720) $ (410,349) $ (122,043) $ (945,611) $ (24,712) Interest Expenses Optron $ 6,198 $ 4,305 $ 12,320 $ 8,986 Overhoff 707 890 1,464 2,307 Corporate - - - - $ 6,905 $ 5,195 $ 13,784 $ 11,293 Net income (loss) Optron $ 24,223 $ (52,172) $ (33,646) $ (80,473) Overhoff (20,750) (37,110) 183,632 115,188 Corporate (420,727) (37,956) (1,109,381) (70,720) $ (417,254) $ (127,238) $ (959,395) $ (36,005) As of As of June 30, December 31, 2018 2017 Total Assets Optron $ 1,225,987 $ 1,050,209 Overhoff 1,578,274 1,610,442 Corporate 910,899 4,966 $ 3,715,160 $ 2,665,617 Intangible Assets Optron $ - $ - Overhoff - 53,841 Corporate - - $ - $ 53,841 Goodwill Optron $ - $ - Overhoff 570,176 570,176 Corporate - - $ 570,176 $ 570,176

Geographical Sales

Geographical Sales	6 Months Ended
	Jun. 30, 2018
Notes to Financial Statements
Geographical Sales	Note 11 - Geographical Sales The geographical distribution of the Company’s sales for the three and six months ended June 30, 2018 and 2017 is as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Geographical sales North America $ 158,524 $ 228,718 $ 967,765 $ 699,921 Asia 294,910 188,479 448,318 422,354 South America 75,193 6,569 79,308 17,384 Other 32,901 67,670 65,914 77,249 $ 561,528 $ 491,436 $ 1,561,305 $ 1,216,908

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2018
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 six months ended June 30, 2018 and 2017 were $84,000 and $84,000, respectively. As of June 30, 2018 and December 31, 2017, payable to Gold Team Inc. in connection with the above leases amount to $0 and $0, respectively. Future payments due under this operating lease agreement as of June 30, 2018 are as follows: Twelve months ending June 30, 2019 $ 168,000 2020 154,000 $ 322,000 In addition, as of June 30, 2018 and December 31, 2017, the Company had accrued compensation payable to its majority shareholder of $300,000 and $250,000, respectively. Also see Note 7.

Concentrations

Concentrations	6 Months Ended
	Jun. 30, 2018
Risks and Uncertainties [Abstract]
Concentrations	Note 13 – Concentrations One customer accounted for 34% of the Company’s sales for the six months ended June 30, 2018 and one customers accounted or 36% of the Company’s sales for the six months ended June 30, 2017. No vendors accounted for more than 10% of the Company’s purchases for the six months ended June 30, 2018 and 2017.

Fair Value Measurements

Fair Value Measurements	6 Months Ended
	Jun. 30, 2018
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 14 – 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 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 its assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2018 and December 31, 2017. The contingent liability is for the earn-out related to the purchase of Electronic Control Concepts. June 30, 2018 Level 1 Level 2 Level 3 TOTAL LIABILITES Contingent Liability - - $ 65,958 $ 65,958 December 31, 2017 Level 1 Level 2 Level 3 TOTAL LIABILITES Contingent Liability - - 71,103 71,103 A summary of the activity of the contingent liability is as follows: Contingent liability at December 31, 2017 $ 71,103 Change in fair value 6,307 Reclassification to accounts payable (11,452 ) Contingent liability at June 30, 2018 $ 65,958

Other Receivable

Other Receivable	6 Months Ended
	Jun. 30, 2018
Receivables [Abstract]
Other Receivable	Note 15 – Other Receivable Other receivable at June 30, 2018 of $72,500 represents payments to MIFTEC Laboratories, Inc. in excess of the $500,000 purchase price (See Note 16). The entire amount was repaid in July 2018.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	Note 16 – Subsequent Events 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 start-up entity that was incorporated in 2018 and 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 non-exclusive 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. The Company paid the $500,000 prior to June 30, 2018 which is presented as an acquisition deposit in the accompanying consolidated balance sheet. The Company is currently evaluating the accounting treatment for this transaction.

Inventories (Tables)

Inventories (Tables)	6 Months Ended
	Jun. 30, 2018
Inventories Tables
Schedule of Inventories	Inventories at June 30, 2018 and December 31, 2017 consisted of the following: June 30, December 31, 2018 2017 Raw materials $ 944,161 $ 736,848 Work in Progress 128,932 359,717 Finished goods 300,842 218,933 Total inventories $ 1,373,935 $ 1,315,498

Property and Equipment (Tables)

Property and Equipment (Tables)	6 Months Ended
	Jun. 30, 2018
Property And Equipment Tables
Schedule of Property and Equipment	The following are the details of the property, equipment and improvements at June 30, 2018 and December 31, 2017: June 30, December 31, 2018 2017 Furniture and fixtures $ 148,033 $ 148,033 Leasehold Improvements 50,091 50,091 Equipment 233,826 233,826 Computers and software 27,259 27,259 459,209 459,209 Less accumulated depreciation (458,372 ) (453,539 ) Property and equipment, net $ 837 $ 5,670

Intangible Assets (Tables)

Intangible Assets (Tables)	6 Months Ended
	Jun. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets	The following are the details of intangible assets at June 30, 2018 and December 31, 2017: June 30, December 31, 2018 2017 Customer list $ 130,000 $ 130,000 Technology 128,443 128,443 258,443 258,443 Less accumulated amortization (258,443 ) (204,602 ) Intangible assets, net $ — $ 53,841

Notes Payable (Table)

Notes Payable (Table)	6 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
Future maturities of notes payable	Future maturities of notes payable as of June 30, 2018 are as follows: Twelve Months Ending June 30, 2019 $ 15,862 2020 16,667 2021 18,157 $ 50,686

Segment Reporting (Tables)

Segment Reporting (Tables)	6 Months Ended
	Jun. 30, 2018
Segment Reporting Tables
Schedule of Company's Segment Reporting Information	The following tables summarize the Company’s segment information for the three and six months ended June 30, 2018 and 2017: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Sales Optron $ 313,524 $ 114,834 $ 472,585 $ 194,159 Overhoff 248,004 376,602 1,088,720 1,022,749 Corporate - - - - $ 561,528 $ 491,436 $ 1,561,305 $ 1,216,908 Gross profit Optron $ 151,885 $ 29,307 $ 222,974 $ 80,828 Overhoff 135,914 164,467 542,109 468,018 Corporate - - - - $ 287,799 $ 193,774 $ 765,083 $ 548,846 Income (loss) from operations Optron $ 30,421 $ (47,867) $ (21,326) $ (71,487) Overhoff (20,043) (36,220) 185,096 117,495 Corporate (420,727) (37,956) (1,109,381) (70,720) $ (410,349) $ (122,043) $ (945,611) $ (24,712) Interest Expenses Optron $ 6,198 $ 4,305 $ 12,320 $ 8,986 Overhoff 707 890 1,464 2,307 Corporate - - - - $ 6,905 $ 5,195 $ 13,784 $ 11,293 Net income (loss) Optron $ 24,223 $ (52,172) $ (33,646) $ (80,473) Overhoff (20,750) (37,110) 183,632 115,188 Corporate (420,727) (37,956) (1,109,381) (70,720) $ (417,254) $ (127,238) $ (959,395) $ (36,005) As of As of June 30, December 31, 2018 2017 Total Assets Optron $ 1,225,987 $ 1,050,209 Overhoff 1,578,274 1,610,442 Corporate 910,899 4,966 $ 3,715,160 $ 2,665,617 Intangible Assets Optron $ - $ - Overhoff - 53,841 Corporate - - $ - $ 53,841 Goodwill Optron $ - $ - Overhoff 570,176 570,176 Corporate - - $ 570,176 $ 570,176

Geographical Sales (Tables)

Geographical Sales (Tables)	6 Months Ended
	Jun. 30, 2018
Geographical Sales Tables
Schedule of Geographical Distribution of Comapany's Sales	The geographical distribution of the Company’s sales for the three and six months ended June 30, 2018 and 2017 is as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Geographical sales North America $ 158,524 $ 228,718 $ 967,765 $ 699,921 Asia 294,910 188,479 448,318 422,354 South America 75,193 6,569 79,308 17,384 Other 32,901 67,670 65,914 77,249 $ 561,528 $ 491,436 $ 1,561,305 $ 1,216,908

Related Party Transactions (Tab

Related Party Transactions (Table)	6 Months Ended
	Jun. 30, 2018
Related Party Transactions [Abstract]
Future payment obligations	Future payments due under this operating lease agreement as of June 30, 2018 are as follows: Twelve months ending June 30, 2019 $ 168,000 2020 154,000 $ 322,000

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	6 Months Ended
	Jun. 30, 2018
Fair Value Disclosures [Abstract]
Schedule of contingent liabilities at fair value	The contingent liability is for the earn-out related to the purchase of Electronic Control Concepts. June 30, 2018 Level 1 Level 2 Level 3 TOTAL LIABILITES Contingent Liability - - $ 65,958 $ 65,958 December 31, 2017 Level 1 Level 2 Level 3 TOTAL LIABILITES Contingent Liability - - 71,103 71,103
Summary of contingent liability activity	A summary of the activity of the contingent liability is as follows: Contingent liability at December 31, 2017 $ 71,103 Change in fair value 6,307 Reclassification to accounts payable (11,452 ) Contingent liability at June 30, 2018 $ 65,958

Organization (Details Narrative

Organization (Details Narrative)	6 Months Ended
	Jun. 30, 2018
Note 4 - Property And Equipment Narrativedetails
Date of Incorporation	Feb. 14, 2012
State of Incorporation	Delaware

Inventories (Details)

Inventories (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Inventories Details
Raw materials	$ 944,161	$ 736,848
Work in Progress	128,932	359,717
Finished goods	300,842	218,933
Total Inventory	$ 1,373,935	$ 1,315,498

Property And Equipment (Details

Property And Equipment (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 459,209	$ 459,209
Less accumulated depreciation	(458,372)	(453,539)
Property and equipment, net	837	5,670
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	233,826	233,826
Computers And Software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 27,259	$ 27,259

Property And Equipment (Detai33

Property And Equipment (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Note 4 - Property And Equipment Narrativedetails
Depreciation Expense	$ 4,833	$ 7,096
Fully Depreciated Property and Equipment, In Use	$ 415,934

Intangible Assets - Schedule of

Intangible Assets - Schedule of Intangible Assets (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Intangible assets	$ 258,443	$ 258,443
Less accumulated amortization	(258,443)	(204,602)
Intangible assets, net	0	53,841
Customer Lists [Member]
Intangible assets	130,000	130,000
Technology-Based Intangible Assets [Member]
Intangible assets	$ 128,443	$ 128,443

Intangible Assets (Details Narr

Intangible Assets (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization Expense	$ 53,841	$ 64,611

Notes Payable (Details)

Notes Payable (Details)	Jun. 30, 2018USD ($)
Debt Disclosure [Abstract]
2,019	$ 15,862
2,020	16,667
2,021	18,157
Total	$ 50,686

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Debt Disclosure [Abstract]
Interest rate	5.00%
Debt Instrument, Periodic Payment	$ 4,518
Due date	Apr. 15, 2021
Notes Payable	$ 50,686	$ 58,050

Note Payable to Shareholder (De

Note Payable to Shareholder (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Debt Instrument [Line Items]
Expenses	$ 15,900	$ 0
Note Payable, repayment - related party	$ 16,374	$ 42,609
Note Payable [Member] | Robert Goldstein, owner of the company
Debt Instrument [Line Items]
Note Payable, description - related party	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, 2019.
Note Payable, amount - related party	$ 410,105		$ 410,579

Lines Of Credit (Details Narrat

Lines Of Credit (Details Narrative) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Line of Credit Facility [Line Items]
Line of credit	$ 274,564	$ 299,654
Four Lines Of Credit [Member]
Line of Credit Facility [Line Items]
Line of credit maximum borrowing amount	$ 400,000
Four Lines Of Credit [Member] | Minimum [Member]
Line of Credit Facility [Line Items]
Interest rate on line of credit	4.50%
Four Lines Of Credit [Member] | Maximum [Member]
Line of Credit Facility [Line Items]
Interest rate on line of credit	10.25%

Shareholders' Equity (Details N

Shareholders' Equity (Details Narrataive) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Issuance of common stock for services, value	$ 961,276	$ 0
Consultants
Issuance of common stock for services, shares	497,260
Issuance of common stock for services, value	$ 944,914
Employees
Issuance of common stock for services, shares	15,150
Issuance of common stock for services, value	$ 16,362
Investors
Sale of common stock for cash, shares	1,730,000
Sale of common stock for cash, value	$ 1,068,750

Segment Reporting (Details)

Segment Reporting (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Sales	$ 561,528	$ 491,436	$ 1,561,305	$ 1,216,908
Gross profit	287,799	193,774	765,083	548,846
Income (loss) from operations	(410,349)	(122,043)	(945,611)	(24,712)
Interest Expenses	6,905	5,195	13,784	11,293
Net income (loss)	(417,254)	(127,238)	(959,395)	(36,005)
Total Assets	3,715,160		3,715,160		$ 2,665,617
Intangible Assets	0		0		53,841
Goodwill	570,176		570,176		570,176
Operating Segments [Member] | Optron [Member]
Sales	313,524	376,602	472,585	194,159
Gross profit	151,885	164,467	222,974	80,828
Income (loss) from operations	30,421	(36,220)	(21,326)	(71,487)
Interest Expenses	6,198	890	12,320	8,986
Net income (loss)	24,223	(37,110)	(33,646)	(80,473)
Total Assets	1,225,987		1,225,987		1,050,209
Intangible Assets	0		0		0
Goodwill	0		0		0
Operating Segments [Member] | Overhoff [Member]
Sales	248,004	114,834	1,088,720	1,022,749
Gross profit	135,914	29,307	542,109	468,018
Income (loss) from operations	(20,043)	(47,867)	185,096	117,495
Interest Expenses	707	4,305	1,464	2,307
Net income (loss)	(20,750)	(52,172)	183,632	115,188
Total Assets	1,578,274		1,578,274		1,610,442
Intangible Assets	0		0		53,841
Goodwill	570,176		570,176		570,176
Operating Segments [Member] | Corporate [Member]
Sales	0	0	0	0
Gross profit	0	0	0	0
Income (loss) from operations	(420,727)	(37,956)	(1,109,381)	(70,720)
Interest Expenses	0	0	0	0
Net income (loss)	(420,727)	$ (37,956)	(1,109,381)	$ (70,720)
Total Assets	910,899		910,899		4,966
Intangible Assets	0		0		0
Goodwill	$ 0		$ 0		$ 0

Geographical Sales (Details)

Geographical Sales (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Geographical sales	$ 561,528	$ 491,436	$ 1,561,305	$ 1,216,908
North America [Member]
Geographical sales	158,524	228,718	967,765	699,921
Asia [Member]
Geographical sales	294,910	188,479	448,318	422,354
South America [Member]
Geographical sales	75,193	6,569	79,308	17,384
Other [Member]
Geographical sales	$ 32,901	$ 67,670	$ 65,914	$ 77,249

Related Party Transactions (Det

Related Party Transactions (Details)	Jun. 30, 2018USD ($)
Related Party Transactions [Abstract]
2,019	$ 168,000
2,020	154,000
Total	$ 322,000

Related Party Transactions (D44

Related Party Transactions (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Related Party Transaction [Line Items]
Accounts payable, related party for leases	$ 0		$ 0
Accrued compensation payable	300,000		$ 250,000
Gold Team Inc. [Member]
Related Party Transaction [Line Items]
Rent expense	$ 84,000	$ 84,000

Concentrations (Details Narrati

Concentrations (Details Narrative)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Major Customer [Member]
Concentration Risk, Percentage	34.00%	36.00%

Fair Value Measurements (Detail

Fair Value Measurements (Details - Schedule of contingent liabilities at fair value) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Contingent Liability	$ 65,958	$ 71,103
Fair Value, Inputs, Level 1 [Member]
Contingent Liability	0	0
Fair Value, Inputs, Level 2 [Member]
Contingent Liability	0	0
Fair Value, Inputs, Level 3 [Member]
Contingent Liability	$ 65,958	$ 71,103

Fair Value Measurements (Deta47

Fair Value Measurements (Details - Summary of contingent liability activity)	6 Months Ended
	Jun. 30, 2018USD ($)
Fair Value Disclosures [Abstract]
Contingent liability at Beginning	$ 71,103
Change in fair value	6,307
Reclassification to accounts payable	(11,452)
Contingent liability at end	$ 65,958

Other Receivable (Details Narra

Other Receivable (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended
	Jul. 31, 2018	Jun. 30, 2018
Other receivable		$ 72,500
MIFTEC
Purchase price		$ 500,000
Repayment of ther receivable	$ 72,500

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Aug. 03, 2018	Jun. 30, 2018	Jun. 30, 2017
Issuance of common stock for services, value		$ 961,276	$ 0
Acquisition deposit		$ 500,000
Subsequent Event [Member] | MIFTEC
Issuance of common stock for services, shares	300,000
Issuance of common stock for services, value	$ 500,000