OTC: UCLE

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

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

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

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

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

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The Company’s three divisions consisting
of Optron Scientific Company Inc., DBA Technical Associates, Overhoff Technology Corporation, and Electronic Control Concepts, offer
over 200 products that service and address the nuclear power industry, domestically and internationally. Technical Associates specializes
in the design and manufacture of radiation detection equipment monitors and hand-held devices. Overhoff Technology Corporation specializes
in the design and manufacture of tritium air monitors and water monitors. Electronic Control Concepts specializes in test and maintenance
meters for x-ray machines for both medical and industrial users.

Technology and Products

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

Radiation Water Monitors

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

Tritium Monitors

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

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

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Alpha, Beta, Gamma and Tritium Monitors

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

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

DroneRAD Aerial Radiation Detection

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

Air and Water Monitors

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

Vehicle Monitors, Personnel Monitors, Exit
Monitors and Room Monitors

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

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Radon Air Monitors and Radon Switch Products

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

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

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

Port Security Equipment

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

Software

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