UCLE 8-K/A
US Nuclear Corp. (UCLE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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NOTE
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ITEM 4.01. Changes in Registrant’s Certifying Accountant
(1) Previous Independent Auditors:
On October 29, 2025, US Nuclear Corp (the “Company”), through action of the Board of Directors of the Company, dismissed Fruci & Associates II, PLLC (“Fruci”) as the Company’s independent registered public accounting firm, effective as of October 29, 2025.
The reports of Fruci & Associates II, PLLC on the Company’s consolidated financial statements for the fiscal years ended December 31, 2024 and 2023 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, other than an explanatory paragraph about the Company’s ability to continue as a going concern.
During the fiscal years ended December 31, 2024 and 2023 and the subsequent interim period through the date of dismissal, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Fruci on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Fruci’s satisfaction, would have caused Fruci to make reference to the subject matter of the disagreements in its reports on the Company’s consolidated financial statements for such years.
During the fiscal years ended December 31, 2024 and 2023 and the subsequent interim period through the date of dismissal, there have been no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided Fruci with a copy of this Current Report on Form 8-K prior to filing with the Securities and Exchange Commission (“SEC”) and requested that Fruci furnish a letter addressed to the SEC stating whether or not it agrees with the statements made by the Company. A copy of Fruci’s letter, dated November 4, 2025 is filed as Exhibit 16 to this Current Report on Form 8-K/A.
(2) New Independent Accountants:
On October 29, 2025, the Company, through action of the Board of Directors, engaged Simon & Edward, LLP (“SE”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2025. This appointment is effective as of October 29, 2025. During the fiscal years ended December 31, 2024 and 2023 and the subsequent interim periods prior to engagement, the Company did not consult with SE regarding: (a) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that SE concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits
d. Exhibits
| NUMBER | EXHIBIT | |
| 16.1 | Letter from Fruci & Associates II, PLLC, dated November 4, 2025, regarding Change in Certifying Accountant. (Filed herewith.) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| US Nuclear Corp | |
| Dated: November 5, 2025 |
/s/ Robert Goldstein |
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Robert Goldstein Chief Executive Officer |
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Exhibit 16.1
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| November 4, 2025 | ||
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| Securities and Exchange Commission | ||
| 100 F Street N.E. | ||
| Washington, D.C. 20549 | ||
| Dear Sirs/Madams: | ||
| RE: | US Nuclear Corp. | |
| We have read Item 4.01 of US Nuclear Corp.’s Form 8-K dated November 4, 2025, and we agree with the statements set forth in Item 4.01, insofar as they relate to our firm. We have no basis to agree or disagree with the other statements contained therein. | ||
| Yours truly, | ||
| /s/ Fruci & Associates II, PLLC | ||
Members of: |
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WSCPA |
Fruci & Associates II, PLLC | |
AICPA |
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802 N Washington |
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PO Box 2163 |
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Spokane, Washington |
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99210-2163 |
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P 509-624-9223 |
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www.fruci.com |
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