U.S.
        Securities and Exchange Commission
 Washington,
        D.C. 20549
 
 FORM
        10-Q
 (Mark
        One)
 
 x
              QUARTERLY
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
                  ACT OF 1934 for the quarterly period ending March 31,
                  2007
   o
              TRANSITION
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
                  ACT OF 1934
  For
        the
        transition period from _____to_____
  Commission
        file number 000-31959
 
 NUCLEAR
        SOLUTIONS, INC.
 ----------------------------------------------
 (Name
        of
        Small Business Issuer in its Charter)
  NEVADA
              88-0433815----------------------
              -------------------------(State
                  of Incorporation)
              (IRS
                  Employer identification No.)
  5505
        Connecticut Ave NW, Suite 191 Washington, DC 20015
 -------------------------------------------------------
 (Address
        of principal executive offices) (Zip Code)
  Issuer's
        telephone number, (202) 787-1951
 -------------------------------------------
 
 Securities
        registered under Section 12 (b) of the Exchange Act: None
 
 Securities
        registered under Section 12(g) of the Exchange Act: Common Stock - $0.001
        par
        value
 
 Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act during the past 12 months (or for such shorter
        period
        that the registrant was required to file such reports), and (2) has been
        subject
        to such filing requirements for the past 90 days. Yes x No o
 
 Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, or a non-accelerated filer. See definitions of “accelerated
        filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check
        one): Large accelerated filer o,
        Accelerated filer o, Non-accelerated
        filer x
 
 Indicate
        by check mark whether the registrant is a shell company (as defined by Rule
        12b-2 of the Exchange Act). Yeso  No
x
 
 Applicable
        on to corporate issuers
  State
        the
        number of shares outstanding of each of the issuer's class of Common equity,
        as
        of March 31, 2007: 57,309,999
 
 Transitional
        Small Business Disclosure Format (Check One)Yes o No x
 
 
 
 
 
 
 Contents
              Page
                  No.Part
                  I - Financial InformationItem
                  1. Financial Statements
              1Item
                  2. Management’s Discussion and Analysis of Financial Condition and Results
                  of Operations
              11Item
                  3. Quantitative and Qualitative Disclosures About Market
                  Risk
              13Item
                  4. Controls and Procedures
              13Part
                  II - Other InformationItem
                  1. Legal Proceedings
              14Item
                  1A. Risk Factors
              14Item
                  2. Unregistered Sales of Equity Securities and Use of
                  Proceeds
              21Item
                  3. Defaults Upon Senior Securities
              21Item
                  4. Submission of Matters to a Vote of Security Holders
              21Item
                  5. Other Information
              21Item
                  6. Exhibits
              21Signatures
              22
 
 
 1
 PART
        I-FINANCIAL INFORMATION
 
 **Item
        1.**  **Financial
        Statements**




NUCLEAR
                      SOLUTIONS ,INCAND
                      SUBSIDIARYCONDENSED
                      CONSOLIDATED BALANCE SHEET
  March
                      31,
                  
                  December
                      31,2007
                  
                  2006(unaudited)ASSETSCurrent
                      assets:Cash
                  
                  $
                  12,813
                  
                  $
                  31,451Prepaid
                      Expenses
                  
                  
                  15,000
                  
                  
                  9,200Total
                      current assets
                  
                  
                  27,813
                  
                  
                  40,651Property
                      and equipment, net of accumulated depreciationof
                      $23,358 and $21,718 as of March 31, 2007 and December 31, 2006,
                      respectively
                  
                  
                  12,259
                  
                  
                  13,926Other
                      assets
                  
                  
                  1,800
                  
                  
                  9,300Total
                      assets
                  
                  $
                  41,872
                  
                  $
                  63,877LIABILITIES
                      AND DEFICIENCY IN STOCKHOLDERS' EQUITYCurrent
                      liabilities:Accounts
                      payable and accrued expenses
                  
                  $
                  3,389,218
                  
                  $
                  3,179,367Accrued
                      executive compensation
                  
                  
                  1,032,112
                  
                  
                  1,033,392Convertible
                      notes payable - related parties (Note 4)
                  
                  
                  39,000
                  
                  
                  39,000Convertible
                      notes payable - other, net of discount of $117,431 and $0 as of
                    March
                      31, 2007 and December 31, 2006, respectively (Note 4)
                  
                  
                  748,855
                  
                  
                  903,711Total
                      current liabilities
                  
                  
                  5,209,185
                  
                  
                  5,155,470Derivative
                      liability (Note 4)
                  
                  
                  51,740
                  
                  
                  -Total
                      Liabilities
                  
                  
                  5,260,925
                  
                  
                  5,155,470Commitments
                      and contingenciesDeficiency
                      in stockholders' equity (Note 5)Preferred
                      stock, $0.0001 par value; 10,000,000 sharesauthorized,
                      no shares issued and outstanding as of March 31, 2007 and December
                      31,
                      2006
                  
                  
                  -
                  
                  
                  -Common
                      stock, $0.0001 par value; 100,000,000shares
                      authorized, 57,309,999 and 53,665,644 issued andoutstanding
                      as of March 31, 2007 and December 31, 2006, respectively
                  
                  
                  5,731
                  
                  
                  5,367Additional
                      paid-in capital
                  
                  
                  12,205,507
                  
                  
                  10,927,066Deferred
                      equity based expense
                  
                  
                  (995,101
                  )
                  
                  (605,954
                  )Accumulated
                      deficit
                  
                  
                  (16,435,190
                  )
                  
                  (15,418,072
                  )Total
                      deficiency in stockholders' equity
                  
                  
                  (5,219,053
                  )
                  
                  (5,091,593
                  )Total
                      liabilities and deficiency in stockholders' equity
                  
                  $
                  41,872
                  
                  $
                  63,877
  The
                        accompanying notes are an integral part of the unaudited
                        condensed
                        consolidated financial statements.
   2




NUCLEAR
                SOLUTIONS, INC.AND
                SUBSIDIARYCONDENSED
                CONSOLIDATED STATEMENTS OF LOSSES(unaudited)




For
                  the Three Months Ended
                March
                  31,2007
              
              2006Revenue
              
              $
              100,000
              
              $
              -Executive
                  compensation
              
              
              13,750
              
              
              27,500Consulting
              
              
              732,053
              
              
              574,798Legal
                  and professional fees
              
              
              246,913
              
              
              165,200General
                  and administrative expenses
              
              
              41,226
              
              
              26,948Depreciation
                  and amortization
              
              
              1,668
              
              
              1,361-1,035,610
              
              
              795,807Loss
                  from operations
              
              
              (935,610
              )
              
              (795,807
              )Other
                  Income(expenses)Interest
                  expense
              
              
              (40,559
              )
              
              (31,279
              )Change
                  in fair value of derivative liability
              
              
              (40,950
              )
              
              -Loss
                  before provision for income taxes
              
              
              (1,017,119
              )
              
              (827,086
              )Provision
                  for income taxes
              
              
              -
              
              
              -Net
                  loss
              
              $
              (1,017,119
              )
              $
              (827,086
              )Basic
                  and diluted loss per share
              
              $
              (0.02
              )
              $
              (0.02
              )Weighted
                  average number of common sharesoutstanding,
                  basic and diluted
              
              
              55,541,834
              
              
              45,731,520
  The
                  accompanying notes are an integral part of the unaudited condensed
                  consolidated financial statements.






3




NUCLEAR
                  SOLUTIONS, INCAND
                  SUBSIDIARYCONDENSED
                  CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS"
                  EQUITYFOR
                  THE PERIOD JANUARY 1, 2005 TO MARCH 31, 2007(unaudited)




Total
                  DeficiencyCommon
                  Stock
              
              Additional
              
              Deferred
                  Equity
              
              Accumulated
              
              in
                  Stockholders'Shares
              
              Amount
              
              Paid
                  - In Capital
              
              Based
                  Expense
              
              Deficit
              
              EquityBalance,
                  January 1, 2005
              
              
              36,598,646
              
              $
              3,660
              
              $
              4,786,346
              
              $
              (385,287
              )
              $
              (7,652,724
              )
              $
              (3,248,005
              )Shares
                  issued for services
              
              
              4,402,940
              
              
              440
              
              
              2,689,467
              
              
              (930,245
              )
              
              -
              
              
              1,759,662Beneficial
                  conversion discount-convertible
                  note and warrants
              
              
              -
              
              
              -
              
              
              60,000
              
              
              -
              
              
              -
              
              
              60,000Amortization
                  of deferred compensation
              
              
              -
              
              
              -
              
              
              -
              
              
              951,642
              
              
              -
              
              
              951,642Shares
                  issued for accrued expenses
              
              
              2,510,223
              
              
              251
              
              
              463,189
              
              
              -
              
              
              -
              
              
              463,440Intrinsic
                  value of options issued to a director
              
              
              -
              
              
              -
              
              
              162,500
              
              
              -
              
              
              -
              
              
              162,500Shares
                  issued for payment of debt
              
              
              454,054
              
              
              46
              
              
              67,154
              
              
              -
              
              
              -
              
              
              67,200Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (3,880,269
              )
              
              (3,880,269
              )Balance,
                  December 31, 2005
              
              
              43,965,863
              
              
              4,397
              
              
              8,228,656
              
              
              (363,890
              )
              
              (11,532,993
              )
              
              (3,663,830
              )Shares
                  issued for services
              
              
              1,446,099
              
              
              145
              
              
              1,104,570
              
              
              -
              
              
              -
              
              
              1,104,715Shares
                  issued for accrued expenses
              
              
              2,192,779
              
              
              219
              
              
              1,077,226
              
              
              -
              
              
              -
              
              
              1,077,445Shares
                  issued for payment of debt
              
              
              4,989,545
              
              
              499
              
              
              460,721
              
              
              -
              
              
              -
              
              
              461,220Stock
                  issued upon exercise of options
              
              
              250,000
              
              
              25
              
              
              24,975
              
              
              -
              
              
              -
              
              
              25,000Stock
                  issued upon cashless exercise of warants
              
              
              821,358
              
              
              82
              
              
              (82
              )
              
              -
              
              
              -
              
              
              -Beneficial
                  conversion feature
              
              
              -
              
              
              -
              
              
              31,000
              
              
              -
              
              
              -
              
              
              31,000Deferred
                  compensation
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,562,525
              )
              
              -
              
              
              (1,562,525
              )Amortization
                  of deferred compensation
              
              
              -
              
              
              -
              
              
              -
              
              
              1,320,461
              
              
              -
              
              
              1,320,461Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (3,885,078
              )
              
              (3,885,078
              )Balance
                  December 31, 2006
              
              
              53,665,644
              
              
              5,367
              
              
              10,927,066
              
              
              (605,954
              )
              
              (15,418,071
              )
              
              (5,091,592
              )Shares
                  issued for services
              
              
              1,419,637
              
              
              142
              
              
              906,147
              
              
              -
              
              
              -
              
              
              906,289Shares
                  issued for accrued expenses
              
              
              74,718
              
              
              7
              
              
              56,343
              
              
              -
              
              
              -
              
              
              56,350Shares
                  issued for payment of debt
              
              
              2,150,000
              
              
              215
              
              
              189,680
              
              
              -
              
              
              -
              
              
              189,895Beneficial
                  conversion feature
              
              
              -
              
              
              -
              
              
              126,271
              
              
              -
              
              
              -
              
              
              126,271Deferred
                  compensation
              
              
              -
              
              
              -
              
              
              -
              
              
              (970,000
              )
              
              -
              
              
              (970,000
              )Amortization
                  of deferred compensation
              
              
              -
              
              
              -
              
              
              -
              
              
              580,853
              
              
              -
              
              
              580,853Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,017,119
              )
              
              (1,017,119
              )Balance March
                  31, 2007
              
              
              57,309,999
              
              $
              5,731
              
              $
              12,205,507
              
              $
              (995,101
              )
              $
              (16,435,190
              )
              $
              (5,219,053
              )


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




4




NUCLEAR
                  SOLUTIONS ,INCAND
                  SUBSIDIARYCONDENSED
                  CONSOLIDATED STATEMENT OF CASH FLOWS(unaudited)
  For
                  The Three Months
                Ended
                  March 31,2007
              
              2006CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  loss
              
              $
              (1,017,119
              )
              $
              (827,086
              )Adjustments
                  to reconcile net loss to net cashused
                  in operating activities:Depreciation
                  and amortization
              
              
              1,668
              
              
              1,361Amortization
                  of debt discount - beneficial conversion feature of
              
              
              
              
              
              -convertible
                  note and warrants
              
              
              19,631
              
              
              4,293Financing
                  Cost attributable to warrants
              
              
              -Change
                  in fair value of derivative liability
              
              
              40,950Stock
                  and warrants issued for services
              
              
              1,487,142
              
              
              612,950Changes
                  in operating assets and liabilities:Accounts
                  receivablePrepaid
                  Expenses
              
              
              (5,800
              )Other
                  Assets
              
              
              7,500Accounts
                  payable and accrued expenses
              
              
              (688,391
              )
              
              189,521Accrued
                  executive compensation
              
              
              (1,280
              )
              
              (34,783
              )Net
                  cash used in operating activities
              
              
              (155,699
              )
              
              (53,744
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Proceeds
                  from issuance of debt
              
              
              137,061
              
              
              41,000Net
                  cash provided by financing activities
              
              
              137,061
              
              
              41,000Net
                  decrease in cash
              
              
              (18,638
              )
              
              (12,744
              )Cash,
                  beginning of period
              
              
              31,451
              
              
              22,696Cash,
                  end of period
              
              $
              12,813
              
              $
              9,952Supplemental
                  disclosures:Cash
                  paid for:Interest
              
              $
              -
              
              $
              -Income
                  taxes
              
              $
              -
              
              $
              -Non-cash
                  investing and financial activities:Amortization
                  of debt discount - beneficial conversion feature ofconvertible
                  note and warrants
              
              $
              19,631
              
              $
              4,293.00Payment
                  of debt and interest with common stock
              
              $
              189,895
              
              $
              168,000Beneficial
                  conversion discount
              
              $
              137,061
              
              $
              31,000Payment
                  of accrued expenses with common stock
              
              $
              56,350
              
              $
              -


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




5




**NUCLEAR
        SOLUTIONS, INC.**
  **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
  March
        31,
        2007
  (UNAUDITED)
  **NOTE
        1 - ORGANIZATION AND NATURE OF OPERATIONS**
  Nuclear
        Solutions, Inc. (the "Company") was organized February 27, 1997 under the
        laws
        of the State of Nevada, as Stock Watch Man, Inc. On September 12, 2001, the
        Company amended its articles of incorporation to change its name to Nuclear
        Solutions, Inc.
  On
        September 2, 2005 the Company formed a wholly owned subsidiary, Fuel Frontiers
        Inc., formally, Future Fuels, Inc., which has had minimal operations through
        March 31, 2007.
  On
        July
        31, 2006 the company formed a wholly owned subsidiary, Liquidyne Fuels, which
        has had no activity through March 31, 2007.
  The
        unaudited condensed consolidated financial statements include the accounts
        of
        the Company and Future Fuels, Inc. All significant intercompany transactions
        and
        balances have been eliminated in the consolidated financial
        statement.
  **Business**
  Nuclear
        Solutions, Inc. is engaged in the research, development, and commercialization
        of innovative product technologies, which are generally early-stage, theoretical
        or commercially unproven. We operate a highly technical business and our
        primary
        mission is to develop advanced product technologies to address emerging market
        opportunities in the fields of homeland security, nanotechnology, and nuclear
        remediation.
  **Basis
        of Presentation**
  The
        accompanying unaudited condensed consolidated financial statements as of
        March
        31, 2007 and for the three month periods ended March 31, 2007 and 2006 have
        been
        prepared by the Company in accordance with accounting principals generally
        accepted in the United States of America and pursuant to the rules and
        regulations of the Securities and Exchange Commission, including Form 10-QSB
        and
        Regulation S-B. The information furnished herein reflects all adjustments
        (consisting of normal recurring accruals and adjustments), which are, in
        the
        opinion of management, necessary to fairly present the operating results
        for the
        respective periods. Certain information and footnote disclosures normally
        present in annual financial statements prepared in accordance with accounting
        principles generally accepted in the United States of America have been omitted
        pursuant to such rules and regulations. The Company believes that the
        disclosures provided are adequate to make the information presented not
        misleading. These financial statements should be read in conjunction with
        the
        audited financial statements and explanatory notes for the year ended December
        31, 2006 as disclosed in the company's 10-KSB for that year as filed with
        the
        SEC, as it may be amended. The results of the three month period ended March
        31,
        2007 are not necessarily indicative of the results to be expected for the
        full
        year ending December 31, 2007.
  6
  **NOTE
        2 - ACCOUNTING POLICIES AND PROCEDURES**
  **Use
        of Estimates**
  The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities and disclosures of contingent assets and liabilities at the date
        of
        the financial statements and the reported amounts of revenues and expenses
        during the reporting periods. Actual results could differ from those
        estimates.
  **Loss
        Per Share**
  Basic
        and
        diluted loss per common share for all periods presented is computed based
        on the
        weighted average number of common shares outstanding during the year as defined
        by SFAS No. 128, "Earnings Per Share". The assumed exercise of common stock
        equivalents was not utilized since the effect would be anti-dilutive. At
        March
        31, 2007 and 2006, the Company had 10,611,495 and 14,168,705 potentially
        dilutive securities.
  **Revenue
        Recognition**
  Revenues
        are recognized in the period that services are provided. For revenue from
        product sales, the Company recognizes revenue in accordance with Staff
        Accounting Bulletin No. 104, Revenue Recognition ("SAB104"), which superceded
        Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements
        ("SAB101"). SAB 101 requires that four basic criteria must be met before
        revenue
        can be recognized: (1) persuasive evidence of an arrangement exists; (2)
        delivery has occurred; (3) the selling price is fixed and determinable; and
        (4)
        collectibility is reasonably assured. Determination of criteria (3) and (4)
        are
        based on management's judgments regarding the fixed nature of the selling
        prices
        of the products delivered and the collectibility of those amounts. Provisions
        for discounts and rebates to customers, estimated returns and allowances,
        and
        other adjustments are provided for in the same period the related sales are
        recorded. The Company defers any revenue for which the product has not been
        delivered or is subject to refund until such time that the Company and the
        customer jointly determine that the product has been delivered or no refund
        will
        be required. Payments received in advance are deferred.
  SAB
        104
        incorporates Emerging Issues Task Force 00-21 ("EITF 00-21"),
        Multiple-Deliverable Revenue Arrangements. EITF 00-21 addresses accounting
        for
        arrangements that may involve the delivery or performance of multiple products,
        services and/or rights to use assets. The effect of implementing EITF 00-21
        on
        the Company's consolidated financial position and results of operations was
        not
        significant.
  Licensing
        fee income generally is being recognized ratably over the term of the license.
        The Company's management has determined that the collectibility and length
        of
        time to collect the remaining contracted price due from its licensee can
        not be
        reasonably assured. Accordingly, revenues will be recognized as
        collected.
  **Stock
        Based Compensation**
  We
        have
        adopted the fair value recognition provisions of Financial Accounting Standards
        Board ("FASB") Statement of Financial Accounting Standards ("SFAS") No. 123(R),
        ”Accounting for Stock-Based Compensation”, to account for compensation costs
        under our stock option plans. We previously utilized the intrinsic value
        method
        under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued
        to Employees” (as amended) ("APB 25").
  7
 
 **New
        Accounting Pronouncements**
 
 In
        February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
        Financial Assets and Financial Liabilities.” SFAS
        159
        permits entities to choose to measure many financial instruments, and certain
        other items, at fair value. SFAS
        159
        applies to reporting periods beginning after November 15, 2007. The adoption
        of
        SFAS 159 is not expected to have a material impact on the Company’s financial
        condition or results of operations.
  **Reclassifications**
  Certain
        items in the 2006 financial statements have been reclassified to conform
        to the
        current period presentation.
  **NOTE
        3 - GOING CONCERN**
  The
        accompanying financial statements have been prepared on a going concern basis,
        which contemplates the realization of assets and the settlement of liabilities
        and commitments in the normal course of business. As reflected in the
        accompanying financial statements, the Company has a net loss of $1,017,119
        for
        the three months ended March 31, 2007, a working capital deficiency of
        $5,181,372 at March 31, 2007 and a stockholders' deficiency of $5,219,053
        at
        March 31, 2007. These factors raise substantial doubt about its ability to
        continue as a going concern. The ability of the Company to continue as a
        going
        concern is dependent on the Company's ability to raise additional funds and
        implement its business plan. The accompanying financial statements do not
        include any adjustments that might be necessary if the Company is unable
        to
        continue as a going concern.
  **NOTE
        4 - CONVERTIBLE DEBT**
  Notes
        payable at March 31, 2007 and December 31, 2006 are as follows:
 
 March
                    31,
                
                December
                    31,2007
                
                2006(unaudited)Denise
                    Barbato, bearing interest at 10% per year, convertible into common
                    stockat
                    $0.084 per share. The note is payable on August 30, 2007
                
                $
                698,225
                
                $
                862,711Denise
                    Barbato, bearing interest at 10% per year, convertible into common
                    stockat
                    $0.084 per share. The notes are payable on August 31, 2007
                
                
                131,000
                
                
                31,000Global
                    Atomic Inc. demand note payable to related party at 10% per
                    year,convertible
                    into common stock at $1.00 per share
                
                
                4,000
                
                
                4,000International
                    Fission demand note payable to related party at 10% per
                    year,convertible
                    into common stock at $1.00 per share
                
                
                15,000
                
                
                15,000Jackie
                    Brown, demand note payable to related party, non -interest
                    bearing,convertible
                    into common stock at $1.00 per share
                
                
                20,000
                
                
                20,000Long
                    Lane Capital demand note at 12 % per year
                
                
                --
                
                
                10,000Long
                    Lane Capital Credit Facility, convertible into common
                    stockAt
                    a
                    50% discount to market; interest rate 12%; maturity March 28,
                    2008
                
                
                37,061
                
                
                --Total
                    notes payable
                
                
                905,286
                
                
                942,711Less:
                    current portion
                
                
                (905,286
                )
                
                (942,711
                )Balance
                    notes payable (long term portion)
                
                $
                --
                
                $
                --
 In
        March
        2007 the Company received an advance from Denise Barbato in the amount of
        $100,000. The advance is convertible into common stock at the rate of $0.084
        per
        share and is due August 30, 2007. Since the notes are convertible at a discount
        to market, the Company has recorded a debt discount related to the beneficial
        conversion feature in the amount of $100,000, based on the proceeds received.
        The discount is being amortized over the term of the debt, through August
        30,
        2007. Amortization of debt discount for the three month period ended March
        31,
        2007 was $18,717.
  8
  On
        January 17, 2007 the Company issued 2,125,000 shares of common stock as payment
        of $164,486 of principle and $14,014 of accrued interest to Denise
        Barbato.
  In
        March
        2007 the Company received an advance from Long Lane Capital in the amount
        of
        $37,061, pursuant to a $100,000 credit facility. The advance is convertible
        into
        common stock at the rate of 50% of market value and is due in March 2008.
        In
        connection with the total credit facility we have issued a common stock purchase
        warrant for 500,000 shares of common stock, exercisable at $0.35 per share.
        In
        accordance with EITF 00-27, a portion of the proceeds of the current advance
        was
        allocated to the warrant associated with the current debt based on its relative
        fair value, which totaled $26,271 using the Black-Scholes option pricing
        model.
        The assumptions used in the Black-Scholes model are as follows: (1) dividend
        yield of 0%; (2) expected volatility of 100%,(3) risk-free interest rate
        of
        4.5%, and (4) expected life of 2 years. We have also recorded a beneficial
        conversion feature in the amount of $10,790, based on the proceed allocated
        to
        the debt. The aggregate discount is being amortized over the term of the
        debt,
        through March 28, 2008. Amortization of debt discount for the three month
        period
        ended March 31, 2007 was $914.
  The
        embedded conversion option related to the Long Lane Capital credit facility
        is
        accounted for under EITF issue No. 00-19 "Accounting for Derivative Financial
        Instruments Indexed to, and Potentially Settled in, a Company's Own Stock".
        We
        have determined that the embedded conversion option is a derivative liability.
        Accordingly, the embedded conversion option will be marked to market through
        earnings at the end of each reporting period. The conversion option is valued
        using the Black-Scholes valuation model. For the period ended March 31, 2007,
        the Company reflected a charge of $40,950 representing the change in the
        value
        of the embedded conversion option.
  On
        March
        16, 2007 the Company issued 25,000 shares of common stock as payment of $10,000
        of principle and $1,395 of accrued interest to Long Lane Capital.
  **NOTE
        5 - STOCKHOLDER'S EQUITY**
  During
        the three months ended March 31, 2007 the Company issued an aggregate of
        1,419,637 shares of common stock, valued at $906,289 for consulting
        services.
  During
        the three months ended March 31, 2007 the Company issued 74,718 shares as
        payment of expenses accrued at December 31, 2006 in the amount of
        $56,350
  During
        January 2007 the Company issued 2,125,000 shares of common stock as payment
        of
        $178,500 of principal and interest due to Denise Barbato.
  During
        March 2007 the Company issued 25,000 shares of common stock as payment of
        $11,395 of principle and interest due to Long Lane Capital.
  In
        connection with the Long Lane Capital credit facility we have issued a common
        stock purchase warrant for 500,000 shares of common stock, exercisable at
        $0.35
        per share.
  During
        the three months ended March 31, 2006 the Company issued an aggregate of
        345,437
        shares of common stock, valued at $278,364, for consulting
        services.
  During
        the three months ended March 31, 2006 the Company issued 868,424 shares as
        payment of expenses accrued at December 31, 2005 in the amount of
        $531,429.
  During
        January 2006 the Company issued 2,000,000 shares of common stock as payment
        of
        $168,000 of interest accrued to Denise Barbato per the terms of the January
        8,
        2004 debt consolidation agreement.
  
  9
 
  **NOTE
        6- MAJOR SUPPLIERS AND CUSTOMERS**
  The
        Company licensed its technology to one customer during the three months ended
        March 31, 2007 and 2006.
  **NOTE
        7 - SUBSEQUENT EVENTS**
 
 Subsequent
        to March 31, 2007, the company issued 896,857 shares valued at $563,581 for
        consulting services.






10


**Item
          2.**  **Management’s
          Discussion and Analysis of Financial Condition and Results of
          Operation**
 
 When
          used
          in this Form 10-Q and in our future filings with the Securities and Exchange
          Commission, the words or phrases will likely result, management expects,
          or we
          expect, will continue, is anticipated, estimated or similar expressions
          are
          intended to identify forward-looking statements within the meaning of the
          Private Securities Litigation Reform Act of 1995. Readers are cautioned
          not to
          place undue reliance on any such forward-looking statements, each of which
          speak
          only as of the date made. These statements are subject to risks and
          uncertainties, some of which are described below. Actual results may differ
          materially from historical earnings and those presently anticipated or
          projected. We have no obligation to publicly release the result of any
          revisions
          that may be made to any forward-looking statements to reflect anticipated
          events
          or circumstances occurring after the date of such statements.
 
 **Business
          Overview**
 
 Nuclear
          Solutions, Inc. is engaged in the research, development, and commercialization
          of innovative product technologies and processes, which are generally
          early-stage, theoretical or commercially unproven. We operate a highly
          technical
          business and our primary mission is to develop advanced product technologies
          to
          address emerging market opportunities in the fields of nuclear technology
          and
          synthetic and bio-fuels. The company, through its subsidiaries Fuel Frontiers,
          Inc. and Liquidyne Fuels, Inc. is also engaged in the development of facilities
          to produce alternative fuels from waste materials and bioethanol through
          conventional and commercially available fermentation processes.
 
 **Recent
          Developments**
 
 On
          March
          22, 2007, the Company entered into a twelve month Revolving Line of Credit
          Agreement (the "Agreement") with Long Lane Capital, Inc. ("LLC"). LLC agreed
          to
          provide a $100,000 line of credit at 12% interest. On March 22, 2007, LLC
          advanced the Company the sum of $37,060.52. All sums advanced, including
          accrued
          interest, are convertible at LLC's option into Company restricted common
          shares
          at a Fifty percent discount to the lowest closing bid price between March
          22,
          2007 and the conversion date, subject to a floor price of Ten Cents per
          share.
          Additionally, in connection with the Agreement, the Company granted LLC
          a common
          stock purchase warrant for 500,000 restricted common shares at the same
          exercise
          pricing, including an option for cashless exercise.
 
 On
          April
          13, 2007, we entered into an engineering and design agreement whereby we
          pre-paid $100,000 for engineering services related to the construction
          of our
          waste to ultra-clean diesel projects.
 
 **Results
          of Operations**
 
 REVENUES:
          The Company reported revenues of $100,000 from our existing technology
          licence
          agreement, for the three months ended March 31, 2007 as compared with revenues
          from continuing operations of $0 for the three months ended March 31, 2006.
          The
          increase in revenues is attributable to our policy of recognizing revenues
          on a
          cash basis. During the first quarter of 2007, we recieved and recognized
          $100,000 in revenue compared to $0 the three months ended March 31, 2006.
 
 Business
          Concentration
 
 For
          the
          year ended December 31, 2006, and the first quarter ended March 31, 2007,
          the
          balance of all accounts receivables was from one customer.
 
 TOTAL
          COSTS AND EXPENSES: Total costs and expenses from continuing operations
          increased from $795,807 for the three months ended March 31, 2006 to $1,035,610
          for the three months ended March 31, 2007 . The principal reason for this
          increase was due to an increase in consulting fees, legal, and professional
          fees
          as a result of increased business development activites.
 11
 
 OPERATING
          EXPENSES: Operating expenses from continuing operations increased from
          $795,807
          for the three months ended March 31, 2006 to $1,035,610 for the three months
          ended March 31, 2007. This increase was primarily due to increased business
          development activites, as stated above. Depreciation expense increased
          for the
          first quarter of 2007 versus the first quarter of 2006, increasing from
          $361 for
          the three months ended March 31, 2006 to $1668, for the three months ended
          March
          31, 2007. This slight increase reflects no significant increase or decrease
          in
          depreciable assets for the respective periods.
 
 INTEREST
          EXPENSE: Interest expense increased from $31,279 for the three months ended
          March 31, 2006 to $40,559 for the three months ended March 31, 2007. This
          increase is due primarily to increased debt to finance company
          operations.
 
 SALES,
          GENERAL AND ADMINISTRATIVE: Sales, General & Administrative
 
 Expenses
          increased by $14,278 during the three months ended March 31, 2007 to a
          total
          amount of $41,226 as compared to $26,948 for the three months ended March
          31,
          2006. The increase was due to increased travel and general business
          expenses.
 
 NET
          LOSS:
          The company incurred a net loss of ($1,017,119) for the three months ended
          March
          31, 2007, compared with a net loss of ($827,086) for the three months ended
          March 31, 2006 , which reflects a year-to-year increase in the amount of
          loss
          for the quarter of $190,033. The principal reason for this increase was
          due to
          incurring more operating expenses as a result of increased business development
          activites.
 
 LIQUIDITY
          AND CAPITAL RESOURCES:
  As
          of
          March 31, 2007, we had a working capital deficit of $5,181,372 which compares to
          a working capital deficit of $ 5,114,819 as of March 31, 2006. As a result
          of
          our operating losses for the quarter ended March 31, 2007, we generated
          a cash
          flow deficit of $155,699 from operating activities. Cash flows used in
          investing
          activities was $0 during the period. Cash flows provided by financing activities
          were $137,061 on proceeds from short-term notes payable.
 
 In
          addition to the revenue provided by the license agreement with IPTH, additional
          financing will be required in order to meet our current and projected cash
          flow
          deficits from operations and development. We are seeking financing in the
          form
          of equity capital in order to provide the necessary working capital. We
          currently have no commitments for financing. There is no guarantee that
          we will
          be successful in raising the funds required. We intend to use the proceeds
          derived from revenues or financing to pay salaries, and general and
          administrative expenses to maintain the core operations of the company.
          By
          adjusting our operations and development to the level of capitalization,
          we
          believe that the annual expected license revenue of $970,000, if collected,
          will
          be sufficient to sustain the basic company operations over the next 12
          months.
 Management
            believes it has sufficient capital resources to meet projected cash flow
            deficits through the next twelve months. However, if thereafter, we are
            not
            successful in generating sufficient liquidity from operations or in raising
            sufficient capital resources, on terms acceptable to us, this could have
            a
            material adverse effect on our business, results of operations liquidity
            and
            financial condition.
 12
 **Item
        3. Quantitative and Qualitative Disclosures About Market
        Risk**
  Cash
          and
          Cash Equivalents
 
 We
          have
          historically invested our cash and cash equivalents in short-term, fixed
          rate,
          highly rated and highly liquid instruments which are reinvested when they
          mature
          throughout the year. Although our existing investments are not considered
          at
          risk with respect to changes in interest rates or markets for these instruments,
          our rate of return on short-term investments could be affected at the time
          of
          reinvestment as a result of intervening events. As of March 31, 2007, we
          had
          cash and cash equivalents aggregated $12,813.
 
 The
          Company does not issue or invest in financial instruments or their derivatives
          for trading or speculative purposes.  The operations of the Company are
          conducted primarily in the United States, and, are not subject to material
          foreign currency exchange risk. Although the Company has outstanding debt
          and related interest expense, market risk of interest rate exposure in the
          United States is currently not material.
 
 Debt
 
 The
          interest rate on our outstanding debt obligations are fixed and are not
          subject
          to market fluctuations. Some of our convertible debt may have its interest
          costs
          increased if the debt is converted into common stock because the conversion
          price is a function of the market price of our common stock.
 
 **Item
          4. Controls and Procedures.**
 
 (a)
          Evaluation of Disclosure Controls and Procedures.
 
 As
          of the
          end of the reporting period, March 31, 2007, we carried out an evaluation,
          under
          the supervision and with the participation of our management, including
          the
          Company's Chairman and Chief Executive Officer and the Chief Financial
          Officer,
          of the effectiveness of the design and operation of our disclosure controls
          and
          procedures pursuant to Rule 13a-15(e) of the Securities Exchange Act of
          1934
          (the "Exchange Act"), which disclosure controls and procedures are designed
          to
          insure that information required to be disclosed by a company in the reports
          that it files under the Exchange Act is recorded, processed, summarized
          and
          reported within required time periods specified by the SEC's rules and
          forms.
          Based upon that evaluation, the Chairman and the Chief Financial Officer
          concluded that our disclosure controls and procedures were
          adequate.
 
 (b)
          Changes in Internal Control.
 
 Subsequent
          to the date of such evaluation as described in subparagraph(a)above, and
          noted
          above, there were no changes in our internal controls or other factors
          that
          could significantly affect these controls, including any corrective action
          with
          regard to significant deficiencies and material weaknesses.
 
 (c)
          Limitations.
 
 Our
          management, including our Principal Executive Officer and Principal Financial
          Officer, does not expect that our disclosure controls or internal controls
          over
          financial reporting will prevent all errors or all instances of fraud.
          A control
          system, no matter how well designed and operated, can provide only reasonable,
          not absolute, assurance that the control system's objectives will be met.
          Further, the design of a control system must reflect the fact that there
          are
          resource constraints, and the benefits of controls must be considered relative
          to their costs. Because of the inherent limitations in all control systems,
          no
          evaluation of controls can provide absolute assurance that all control
          issues
          and instances of fraud, if any, within our company have been detected.
          These
          inherent limitations include the realities that judgments in decision-making
          can
          be faulty, and that breakdowns can occur because of simple error or mistake.
          Controls can also be circumvented by the individual acts of some persons,
          by
          collusion of two or more people, or by management override of the controls.
          The
          design of any system of controls is based in part upon certain assumptions
          about
          the likelihood of future events, and any design may not succeed in achieving
          its
          stated goals under all potential future conditions. Over time, controls
          may
          become inadequate because of changes in conditions or deterioration in
          the
          degree of compliance with policies or procedures. Because of the inherent
          limitation of a cost-effective control system, misstatements due to error
          or
          fraud may occur and not be detected.
 13
 PART
        II-OTHER INFORMATION
 
 **Item
        1.****Legal
        Proceedings.**
 
 The
        Company is not a party to any pending material legal proceedings.
 
 **Item
        1A.**  **Risk
        Factors**
  Cautionary
        Factors that may Affect Future Results
 We
          provide the following cautionary discussion of risks, uncertainties and
          possible
          inaccurate assumptions relevant to our business and our products. These
          are
          factors that we think could cause our actual results to differ materially
          from
          expected results. Other factors besides those listed here could adversely
          affect
          us.
 
 Trends,
          Risks and Uncertainties
 
 The
          Company has sought to identify what it believes to be the most significant
          risks
          to its business as discussed in "Risk Factors" above, but cannot predict
          whether
          or not or to what extent any of such risks may be realized nor can there
          be any
          assurances that the Company has identified all possible risks that might
          arise.
          Investors should carefully consider all of such risk factors before making
          an
          investment decision with respect to the Company's common stock.
 
 Limited
          operating history; anticipated losses; uncertainly of future
          results
 
 The
          Company has only a limited operating history upon which an evaluation of
          the
          Company and its prospects can be based. The Company's prospects must be
          evaluated with a view to the risks encountered by a company in an early
          stage of
          development, particularly in light of the uncertainties relating to the
          business
          model that the Company intends to market and the potential acceptance of
          the
          Company's business model. The Company will be incurring costs to develop,
          introduce and enhance its products, to establish marketing relationships,
          to
          acquire and develop products that will complement each other, and to build
          an
          administrative organization. To the extent that such expenses are not
          subsequently followed by commensurate revenues, the Company's business,
          results
          of operations and financial condition will be materially adversely affected.
          There can be no assurance that the Company will be able to generate sufficient
          revenues from the sale of its products and services. The Company expects
          that
          negative cash flow from operations may exist for the next 12 months as
          it
          continues to develop and market its products and services. If cash generated
          by
          operations is insufficient to satisfy the Company's liquidity requirements,
          the
          Company may be required to sell additional equity or debt securities. The
          sale
          of additional equity or convertible debt securities would result in additional
          dilution to the Company's shareholders.
 14
 Risk
          Factors:
 
 INTELLECTUAL
          PROPERTY RIGHTS
 
 The
          company regards its patents, trademarks, trade secrets, and other intellectual
          property (collectively, the "Intellectual Property Assets") as critical
          to its
          success. The company relies on a combination of patents, trademarks, and
          trade
          secret and copyright laws, as well as confidentiality procedures, contractual
          provisions, and other similar measures, to establish and protect its
          Intellectual Property Assets.
 
 We
          generally enter into confidentiality and invention agreements with our
          employees
          and consultants. However, patents and agreements and various other measures
          we
          take to protect our intellectual property from use by others may not be
          effective for various reasons, including the following:
 
 Our
          pending patent applications may not be granted for various reasons, including
          the existence of similar patents or defects in the applications; arties
          to the
          confidentiality and invention agreements may have such agreements declared
          unenforceable or, even if the agreements are enforceable, may breach such
          agreements;
 
 The
          costs
          associated with enforcing patents, confidentiality and invention agreements
          or
          other intellectual property rights may make aggressive enforcement cost
          prohibitive;
 
 Even
          if
          we enforce our rights aggressively, injunctions, fines and other penalties
          may
          be insufficient to deter violations of our intellectual property rights;
          and
 
 Other
          persons may independently develop proprietary information and techniques
          that,
          although functionally equivalent or superior to our intellectual proprietary
          information and techniques, do not breach our patented or unpatented proprietary
          rights.
 
 Because
          the value of our company and common stock is rooted primarily in our proprietary
          intellectual property, our inability to protect our proprietary intellectual
          property or gain a competitive advantage from such rights could have a
          material
          adverse effect on our business.
 
 In
          addition, we may inadvertently be infringing on the proprietary rights
          of other
          persons and may be required to obtain licenses to certain intellectual
          property
          or other proprietary rights from third parties. Such licenses or proprietary
          rights may not be made available under acceptable terms, if at all. If
          we do not
          obtain required licenses or proprietary rights, we could encounter delays
          in
          product development or find that the development or sale of products requiring
          such licenses is foreclosed.
 
 We
          anticipate that any business model we develop will be subject to change.
          At this
          time it is impossible for us to predict the degree to which demand for
          our
          products will evolve or whether any potential market will be large enough
          to
          provide any meaningful revenue or profit for us.
 
 We
          have
          not been profitable since our inception. Although we believe that we may
          recognize revenues during the next twelve months based on our licence agreement
          with IPTH, and expressions of interest from third parties, there can be
          no
          assurances as to when and whether we will be able to commercialize our
          products
          and technologies and realize any revenues. Our technologies have never
          been
          utilized on a large-scale commercial basis.
 
 We
          expect
          that we will continue to generate losses until at least such time as we
          can
          commercialize our technologies. No assurance can be given that we can complete
          the development of any technology or that, if any technology is fully developed,
          it can be manufactured and marketed on a commercially viable basis. Furthermore,
          no assurance can be given that any technology will receive market acceptance.
          We
          are subject to all risks inherent in the establishment of a developing
          or new
          business. Certain nuclear technologies we are developing may be regulated
          now or
          in the future by the
 United
          States Government and may subject to regulatory requirements or export
          restrictions.
 
 Management
          of Growth
 
 The
          Company expects to experience growth in the number of employees relative
          to its
          current levels of employment and the scope of its operations. In particular,
          the
          Company may need to hire scientists, as well as sales, marketing and
          administrative personnel. Additionally, acquisitions could result in an
          increase
          in employee headcount and business activity. Such activities could result
          in
          increased responsibilities for management. The Company believes that its
          ability
          to attract, train, and retain qualified technical, sales, marketing, and
          management personnel, will be a critical factor to its future success.
          During
          strong business cycles, the Company may experience difficulty in filling
          its
          needs for qualified personnel.
 15
 The
          Company's future success will be highly dependent upon its ability to
          successfully manage the expansion of its operations. The Company's ability
          to
          manage and support its growth effectively will be substantially dependent
          on its
          ability to implement adequate financial and management controls, reporting
          systems, and other procedures and hire sufficient numbers of financial,
          accounting, administrative, and management personnel. The Company is in
          the
          process of establishing and upgrading its financial accounting and procedures.
          There can be no assurance that the Company will be able to identify, attract,
          and retain experienced accounting and financial personnel. The Company's
          future
          operating results will depend on the ability of its management and other
          key
          employees to implement and improve its systems for operations, financial
          control, and information management, and to recruit, train, and manage its
          employee base. There can be no assurance that the Company will be able
          to achieve
          or manage any such growth successfully or to implement and maintain adequate
          financial and management controls and procedures, and any inability to
          do so
          would have a material adverse effect on the Company's business, results
          of
          operations, and financial condition.
 
 The
          Company's future success depends upon its ability to address potential
          market
          opportunities while managing its expenses to match its ability to finance
          its
          operations. This need to manage its expenses will place a significant strain
          on
          the Company's management and operational resources. If the Company is unable
          to
          manage its expenses effectively, the Company's business, results of operations,
          and financial condition may be materially adversely affected.
 
 Risks
          associated with acquisitions
 
 As
          a
          major component of its business strategy, the Company expects it may acquire
          assets, and businesses, and, or technologies relating to or complementary
          to its
          business model. Any acquisitions by the Company would involve risks commonly
          encountered in acquisitions of companies. These risks would include, among
          other
          things, the following: the Company could be exposed to unknown liabilities
          of
          the acquired companies; the Company could incur acquisition costs and expenses
          higher than it anticipated; fluctuations in the Company's quarterly and
          annual
          operating results could occur due to the costs and expenses of acquiring
          and
          integrating new businesses or technologies; the Company could experience
          difficulties and expenses in assimilating the operations and personnel
          of the
          acquired businesses; the Company's ongoing business could be disrupted
          and its
          management's time and attention diverted; the Company could be unable to
          integrate successfully.
 
 Liquidity
          and Working Capital Risks; Need for Additional Capital to Finance
          Growth and Capital Requirements
 
 We
          have
          had limited working capital and we are relying upon notes (borrowed funds)
          to
          operate. We may seek to raise capital from public or private equity or
          debt
          sources to provide working capital to meet our general and administrative
          costs
          until net revenues make the business self-sustaining. We cannot guarantee
          that
          we will be able to raise any such capital on terms acceptable to us or
          at all.
          Such financing may be upon terms that are dilutive or potentially dilutive
          to
          our stockholders. If alternative sources of financing are required, but
          are
          insufficient or unavailable, we will be required to modify our growth
          and
 operating
          plans in accordance with the extent of available funding.
 16
 New
          Business
 
 We
          are a
          new business and you should consider factors which could adversely affect
          our
          ability to generate revenues, which include, but are not limited to, maintenance
          of positive cash flow, which depends on our ability both to raise capital
          and to
          obtain additional financing as required, as well as the level of sales
          revenues.
 
 Potential
          fluctuations in quarterly operating results -
 
 Our
          quarterly operating results may fluctuate significantly in the future as
          a
          result of a variety of factors, most of which are outside our control,
          including: the interest in our products; seasonal trends in purchasing,
          the
          amount and timing of capital expenditures and other costs relating to the
          development of our products; price competition or pricing changes in the
          industry; technical difficulties or system downtime; general economic
          conditions. Our quarterly results may also be significantly impacted by
          the
          impact of the accounting treatment of acquisitions, financing transactions
          or
          other matters. Particularly at our early stage of development, such accounting
          treatment can have a material impact on the results for any quarter. Due
          to the
          foregoing factors, among others, it is likely that our operating results
          will
          fall below our expectations or those of investors in some future
          quarter.
 
 Dependence
          Upon Management
 
 Our
          future performance and success are dependant upon the efforts and abilities
          of
          our management team, directors and key contractors. If we lost the services
          key
          members of management or other key employees before we could get a qualified
          replacement, that loss could materially adversely affect our business.
          We do not
          maintain key man life insurance on any of our Management.
 
 Lack
          of
          Independent Directors
 
 We
          cannot
          guarantee that our Board of Directors will have a majority of independent
          directors in the future. In the absence of a majority of independent directors,
          our executive officers, who are also principal stockholders and directors,
          could
          establish policies and enter into transactions without independent review
          and
          approval thereof. This could present the potential for a conflict of interest
          between the Company and its stockholders generally and the controlling
          officers,
          stockholders, or directors.
 
 Limitation
          of Liability and Indemnification of Officers and Directors
 
 Our
          officers and directors are required to exercise good faith and high integrity
          in
          our management affairs. Our Articles of Incorporation provide, however,
          that our
          officers and directors shall have no liability to our shareholders for
          losses
          sustained or liabilities incurred which arise from any transaction in their
          respective managerial capacities unless they violated their duty of loyalty,
          did
          not act in good faith, engaged in intentional misconduct or knowingly violated
          the law, approved an improper dividend or stock repurchase, or derived
          an
          improper benefit from the transaction. Our Articles and By-Laws also provide
          for
          the indemnification by us of the officers and directors against any losses
          or
          liabilities they may incur as a result of the manner in which they operate
          our
          business or conduct the internal affairs, provided that in connection with
          these
          activities they act in good faith and in a manner that they reasonably
          believe
          to be in, or not opposed to, the best interests of the Company, and their
          conduct does not constitute gross negligence, misconduct or breach of fiduciary
          obligations.
 17
 Audit's
          Opinion Expresses Doubt About The Company's Ability To Continue As a "Going
          Concern".
 
 The
          accompanying consolidated financial statements have been prepared assuming
          the
          Company will continue as a going concern. As discussed in Note 3 to the
          consolidated financial statements, the Company has suffered recurring losses
          from operations. This raises substantial doubt about its ability to continue
          as
          a going concern. Management's plans in regard to these matters are also
          described in Note 3. The financial statements do not include any adjustments
          that might result from the outcome of this uncertainty.
 
 Delays
          in
          the Introduction of Our Products
 
 The
          Company may be subject to regulation by numerous governmental authorities.
          Failure to obtain regulatory approvals or delays in obtaining regulatory
          approvals by the Company, its collaborators or licensees would adversely
          affect
          the marketing of products developed by the Company, as well as hinder the
          Company's ability to generate product revenues. Further, there can be no
          assurance that the Company, its collaborators or licensees will be able
          to
          obtain the necessary regulatory approvals. Although the Company does not
          anticipate problems satisfying any of the regulations involved, the Company
          cannot foresee the possibility of new regulations that could adversely
          affect
          the business of the Company.
 
 Dependence
          on Independent Parties to Produce our Products
 
 The
          Company may be dependent upon current and future collaborations with and
          among
          independent parties to research, develop, test, manufacture, sell, or distribute
          our products. The Company intends to continue to rely on such collaborative
          arrangements. Some of the risks and uncertainties related to the reliance
          on
          such collaborations include, but are not limited to 1) the ability to negotiate
          acceptable collaborative arrangements, 2) the fact that future or existing
          collaborative arrangements may not be successful or may not result in products
          that are marketed or sold, 3) such collaborative relationships may actually
          act
          to limit or restrict the Company, 4) collaborative partners are free to
          pursue
          alternative technologies or products either on their own or with others,
          including the Company's competitors 5) the Company's partners may terminate
          a
          collaborative relationship and such termination may require the Company
          to seek
          other partners, or expend substantial additional resources to pursue these
          activities independently. These efforts may not be successful and may interfere
          with the Company's ability to manage, interact and coordinate its timelines
          and
          objectives with its strategic partners.
 18
 Government
          Regulation
 
 Our
          products and technologies and our ongoing research and development activities
          are subject to regulation for safety, efficacy and quality by numerous
          governmental authorities in the United States and other countries. Depending
          on
          the technology, regulatory approvals and certification may be necessary
          from the
          Department of Transportation, Department of Energy, Nuclear Regulatory
          Commission, Environmental Protection Agency, Department of Defense, and
          other
          federal, state, or local facilities. Failures or delays by the company
          or its
          affiliates or licensees in obtaining the required regulatory approvals
          would
          adversely affect the marketing of products that the company develops and
          our
          ability to receive product revenues or royalties.
 
 Limited
          Market Due To Penny Stock
 
 The
          Company's stock differs from many stocks, in that it is a "penny stock."
          The
          Securities and Exchange Commission has adopted a number of rules to regulate
          "penny stocks." These rules include, but are not limited to, Rules 3a5l-l,
          15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the Securities
          and
          Exchange Act of 1934, as amended. Because our securities probably constitute
          "penny stock" within the meaning of the rules, the rules would apply to
          us and
          our securities. The rules may further affect the ability of owners of our
          stock
          to sell their securities in any market that may develop for them. There
          may be a
          limited market for penny stocks, due to the regulatory burdens on
          broker-dealers. The market among dealers may not be active. Investors in
          penny
          stock often are unable to sell stock back to the dealer that sold them
          the
          stock. The mark-ups or commissions charged by the broker-dealers may be
          greater
          than any profit a seller may make. Because of large dealer spreads, investors
          may be unable to sell the stock immediately back to the dealer at the same
          price
          the dealer sold the stock to the investor. In some cases, the stock may
          fall
          quickly in value. Investors may be unable to reap any profit from any sale
          of
          the stock, if they can sell it at all. Stockholders should be aware that,
          according to the Securities and Exchange Commission Release No. 34- 29093,
          the
          market for penny stocks has suffered in recent years from patterns of fraud
          and
          abuse. These patterns include: - Control of the market for the security
          by one
          or a few broker- dealers that are often related to the promoter or issuer;
          -
          Manipulation of prices through prearranged matching of purchases and sales
          and
          false and misleading press releases; - "Boiler room" practices involving
          high
          pressure sales tactics and unrealistic price projections by inexperienced
          sales
          persons; - Excessive and undisclosed bid-ask differentials and markups
          by
          selling broker- dealers; and - The wholesale dumping of the same securities
          by
          promoters and broker- dealers after prices have been manipulated to a desired
          level, along with the inevitable collapse of those prices with consequent
          investor losses. Furthermore, the "penny stock" designation may adversely
          affect
          the development of any public market for the Company's shares of common
          stock
          or, if such a market develops, its continuation. Broker-dealers are required
          to
          personally determine whether an investment in "penny stock" is suitable
          for
          customers. Penny stocks are securities (i) with a price of less than five
          dollars per share; (ii) that are not traded on a "recognized" national
          exchange;
          (iii) whose prices are not quoted on the NASDAQ automated quotation system
          (NASDAQ-listed stocks must still meet requirement (i) above); or (iv) of
          an
          issuer with net tangible assets less than $2,000,000 (if the issuer has
          been in
          continuous operation for at least three years) or $5,000,000 (if in continuous
          operation for less than three years), or with average annual revenues of
          less
          than $6,000,000 for the last three years. Section 15(g) of the Exchange
          Act, and
          Rule 15g-2 of the Commission require broker-dealers dealing in penny stocks
          to
          provide potential investors with a document disclosing the risks of penny
          stocks
          and to obtain a manually signed and dated written receipt of the document
          before
          effecting any transaction in a penny stock for the investor's account.
          Potential
          investors in the Company's common stock are urged to obtain and read such
          disclosure carefully before purchasing any shares that are deemed to be
          "penny
          stock." Rule 15g-9 of the Commission requires broker- dealers in penny
          stocks to
          approve the account of any investor for transactions in such stocks before
          selling any penny stock to that investor. This procedure requires the
          broker-dealer to (i) obtain from the investor information concerning his
          or her
          financial situation, investment experience and investment objectives; (ii)
          reasonably determine, based on that information, that transactions in penny
          stocks are suitable for the investor and that the investor has sufficient
          knowledge and experience as to be reasonably capable of evaluating the
          risks of
          penny stock transactions; (iii) provide the investor with a written statement
          setting forth the basis on which the broker-dealer made the determination
          in
          (ii) above; and (iv) receive a signed and dated copy of such statement
          from the
          investor, confirming that it accurately reflects the investor's financial
          situation, investment experience and investment objectives. Compliance
          with
          these requirements may make it more difficult for the Company's stockholders
          to
          resell their shares to third parties or to otherwise dispose of
          them.
 19
 Potential
          Inability of Officers to Devote Sufficient Time to the Operations of the
          Business
 
 Our
          officers are not currently being paid all of their salaries. In some cases,
          officers are not paid at all. Unless we are able to secure additional funding
          for operations, we cannot guarantee that they will be able to continue
          to devote
          sufficient time to the operations of the business.
 
 Sarbanes-Oxley
          Act of 2002
 
 We
          will
          be required to evaluate our internal controls under Section 404 of the
          Sarbanes-Oxley Act of 2002 (“SOX”), and any adverse results from such evaluation
          could result in a loss of investor confidence in our financial reports
          and have
          an adverse effect on the price of our shares of common stock. Pursuant
          to
          Section 404 of SOX, beginning with our annual report on Form 10-K for the
          fiscal
          year ended February 29, 2008, we will be required to furnish a report by
          management on our internal controls over financial reporting.  This report
          will contain among other matters, an assessment of the effectiveness of
          our
          internal control over financial reporting, including a statement as to
          whether
          or not our internal control over financial reporting is effective.  This
          assessment must include disclosure of any material weaknesses in our internal
          control over financial reporting identified by our management.  This report
          must also contain a statement that our auditors have issued an attestation
          report on our management’s assessment of these internal controls.  Public
          Company Accounting Oversight Board Auditing Standard No. 2 provides the
          professional standards for auditors to attest to, and report on, our
          management’s assessment of the effectiveness of internal control over financial
          reporting under Section 404.
 
 We
          cannot
          be certain that we will be able to complete our assessment, testing and
          any
          required remediation in a timely fashion.  During the evaluation and
          testing process, if we identify one or more material weaknesses in our
          internal
          control over financial reporting, we will be unable to assert that such
          internal
          control is effective.  If we are unable to assert that our internal control
          over financial reporting is effective (or if our auditors are unable to
          attest
          that our management’s report is fairly stated or they are unable to express an
          opinion on the effectiveness of our internal controls), we could lose investor
          confidence in the accuracy and completeness of our financial reports, which
          could have a material adverse effect on our stock price.
 
 Failure
          to comply with the new rules may make it more difficult for us to obtain
          certain
          types of insurance, including director and officer liability insurance.
 We
          may be forced to accept reduced policy limits and coverage and/or incur
          substantially higher costs to obtain the same or similar coverage.  The
          impact of these events could also make it more difficult for us to attract
          and
          retain qualified persons to serve on our board of directors, on committees
          of
          our board of directors, or as executive officers.
 20
 **Item
          2.**  **Unregistered
          Sale of Equity Securities and Use of Proceeds** .
 
 During
          this fiscal quarter, we issued the following common stock:
 
 On
          January 10, 2007 the company issued 2,125,000 shares to Denise Barbato
          valued at
          $178,500 as a partial payment for the January 8th, 2004 debt consolidation
          agreement.
 
 On
          February 28, 2007, the Company entered into a settlment agreement resolving
          a
          dispute with Randy Thomas werein the Company issued 200,000 restricted
          common
          shares valued at $130,000 in full and final settlment of the
          dispute.
 
 On
          March
          16, 2007, the company issued Long Lane Capital, Inc., 25,000 restricted
          common
          shares as repayment for a loan including the shares were valued at
          $11,395.
 
 On
          March
          22, 2007, the Company entered into a twelve month Revolving Line of Credit
          Agreement (the "Agreement") with Long Lane Capital, Inc. ("LLC"). LLC agreed
          to
          provide a $100,000 line of credit at 12% interest. On March 22, 2007, LLC
          advanced the Company the sum of $37,060.52. All sums advanced, including
          accrued
          interest, are convertible at LLC's option into Company restricted common
          shares
          at a Fifty percent discount to the lowest closing bid price between March
          22,
          2007 and the conversion date, subject to a floor price of Ten Cents pershare.
          Additionally, in connection with the Agreement, the Company granted LLC
          a common
          stock purchase warrant for 500,000 restricted common shares at the same
          exercise
          pricing, including an option for cashless exercise.
 
 We
          believe the securities issued above were issued in a private transaction
          pursuant to Section 4(2) of the Securities Act of 1933, as amended, (the
          “Securities Act”). These shares are considered restricted securities and may not
          be publicly resold unless registered for resale with appropriate governmental
          agencies or unless exempt from any applicable registration
          requirements.
 
 **Item
          3.**  **Defaults
          upon Senior Securities.** None.
 
 **Item
          4.****Submission
          of Matters to a Vote of Security Holders.**
 
 No
          matter
          was submitted to a vote of the security holders, through the solicitation
          of
          proxies or otherwise, during the quarter of the fiscal year covered by
          this
          report.
 
 **Item
          5.****Other
          Information.**
 
 None.
 
 **Item
        6.****Exhibits**
 
 (a)
        Exhibits:
  31.1
              Chief
                  Executive Officer-Section 302 Certification pursuantto
                  Sarbanes-Oxley Act.
 31.2
                  Chief
                      Financial Officer-Section 302 Certification pursuantto
                      Sarbanes-Oxley Act.
 32.1
                  Chief
                      Executive Officer-Section 906 Certification pursuantto
                      Sarbanes-Oxley Act.
 32.2
                  Chief
                      Financial Officer-Section 906 Certification pursuantto
                      Sarbanes-Oxley Act.
   21
 SIGNATURES
 
 In
        accordance with the requirements of the Exchange Act, the registrant caused
        this
        report to be signed on its behalf by the undersigned, thereunto duly
        authorized.
  
 Dated:
        May 15, 2007.
 
 
 NUCLEAR
        SOLUTIONS, INC.
  
 By:
              /s/Patrick
                Herda
              
              By:
              /s/Kenneth
                FaithPatrick
                Herda
              
              
              Kenneth
                FaithTitle:
                President, CEO
              
              
              Title:
                CFO
  
 22