U.S. Securities and Exchange
                        Commission Washington, D.C. 20549

                                   FORM 10-QSB
                                   (Mark One)

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 for the quarterly period ending March 31, 2005

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      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.)


 1025 Connecticut Ave NW, Suite 1000 Washington, DC 20036
----------------------------------------------------------
(Address of principal executive offices)        (Zip Code)


                    Issuer's telephone number, (202) 787-1951
                   -------------------------------------------

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 [ ]

Applicable only to issuers involved in bankruptcy proceedings during the
preceding five years

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [X] No [ ]

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, 2005: 37,821,525

Transitional Small Business Disclosure Format (Check One)Yes [ ] No [X]

<PAGE>

Table of Contents

Item 1.   Financial Statements..............................................
          Balance Sheet unaudited)..........................................
          Statements of Operations unaudited)...............................
          Statements of Cash Flows unaudited)...............................
          Notes to Financial Statements.....................................

Item 2.   Management's Discussion and Analysis or Plan of
          Operation.........................................................

Item 3.   Controls and Procedures...........................................

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings.................................................

Item 2.   Unregistered Sale of Equity Securities and
             Use of Proceeds................................................

Item 3.   Defaults upon Senior Securities...................................

Item 4.   Submission of Matters to a Vote
          of Security Holders...............................................

Item 5.   Other Information.................................................

Item 6.   Exhibits..........................................................

Signatures..................................................................


                          PART I-FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                             NUCLEAR SOLUTIONS, INC.
                         (A Development Stage Company)
                                 BALANCE SHEETS
                                   CONDENSED

<TABLE>
<CAPTION>
                                                                March 31,    December 31,
                                                                  2005          2004
                                                              -----------    -----------
                                                              (Unaudited)
<S>                                                           <C>            <C>
ASSETS

Current assets:
      Cash                                                    $    71,927    $    76,020
      Accounts receivable                                          40,416             --
                                                              -----------    -----------

Total curent assets                                               112,343         76,020

Property and equipment, net of accumulated depreciation
  of $11,798 and $10,423, respectively                             16,417         17,792

Other assets                                                        1,800          1,800
                                                              -----------    -----------

TOTAL ASSETS                                                      130,560    $    95,612
                                                              ===========    ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
      Accounts payable and accrued expenses                     1,256,957      1,187,507
      Accrued executive compensation                              921,049        857,549
      Contingent liabilities                                      214,000        214,000
      Convertible notes payable - related parties (Note 4 & 5)     39,000         51,425
      Convertible notes payable - other (Note 4)                1,093,135      1,033,136
                                                              -----------    -----------

Total current liabilities                                       3,524,141      3,343,617
                                                              -----------    -----------

Commitments and contingencies

Deficiency in Stockholders Equity
      Preferred stock, $0.0001 par value; 10,000,000 shares
        authorized, no shares issued and outstanding                                  --
      Common stock, $0.0001 par value; 100,000,000
        shares authorized, 37,821,525 and 36,598,646 shares
        issued and outstanding, at March 31, 2005 and
        December 31, 2004 respectively                              3,782          3,660
      Additional paid-in capital                                5,650,974      4,786,346
      Deferred equity based expense                              (462,463)      (385,287)
      Deficit accumulated during the development stage         (8,585,874)    (7,652,724)
                                                              -----------    -----------

Deficiency in Stockholders Equity                              (3,393,581)    (3,248,005)
                                                              -----------    -----------

TOTAL LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY      $   130,560    $    95,612
                                                              ===========    ===========
</TABLE>


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

<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                          (A Development Stage Company)
                       CONDENSED STATEMENTS OF OPERATIONS
  For the Three Month Periods Ended March 31, 2005 and 2004 and From Inception
           of Development Stage (February 27, 1997) to March 31, 2005
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                From Inception
                                                                                of Development
                                                                                     Stage
                                                                              (February 27, 1997)
                                               Three Months Ended March 31,           to
                                                 2005              2004         March 31, 2005
                                             ------------      ------------   -------------------
<S>                                          <C>               <C>               <C>
Revenue                                      $     40,416      $         --      $     40,416
                                             ------------      ------------      ------------

Executive compensation                             67,500            67,500         2,250,691
Consulting                                        682,973           210,975         4,457,796
Legal and professional fees                       106,930             5,250           646,744
General and administrative expenses                27,584            10,772           586,825
Depreciation and amortization                       1,376             1,259           103,770
Impairment expense                                     --                              97,646
                                             ------------      ------------      ------------

                                                  886,363           295,756         8,143,472
                                             ------------      ------------      ------------

Loss before other income (expense)               (845,947)         (295,756)       (8,103,056)

Interest expence                                  (27,203)          (26,326)         (216,818)
Finance costs                                     (60,000)          (36,500)         (266,000)
                                             ------------      ------------      ------------

Loss before provision for income taxes           (933,150)         (358,582)       (8,585,874)

Provision for income taxes                             --                --                --
                                             ------------      ------------      ------------

Net loss                                         (933,150)         (358,582)       (8,585,874)
                                             ============      ============      ============


Basic and diluted loss per share             $      (0.03)     $      (0.01)
                                             ============      ============

Weighted average number of common shares
     outstanding, basic and diluted            36,975,184        29,041,135
                                             ============      ============
</TABLE>


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

<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                          (A Development Stage Company)
           CONDENSED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY
                       From Inception of Development Stage
                      (February 27, 1997) to March 31, 2005
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                                   Common Stock                Additional
                                                                         -------------------------------        Paid-In
                                              Date           Price           Shares           Amount            Capital
                                                                         --------------  ---------------  ----------------
<S>                                           <C>                  <C>       <C>                    <C>               <C>
Shares issued for services and organization   3/1/1997             0.001     1,000,000              100               900
Net loss                                                                             -                -                 -
                                                                         --------------  ---------------  ----------------
Balance, December 31, 1997                                                   1,000,000              100               900
Net loss                                                                             -                -                 -
                                                                         --------------  ---------------  ----------------
Balance, December 31, 1998                                                   1,000,000              100               900
Shares issued for cash                        August, 1999         0.005       400,000               40             1,960
Net loss                                                                             -                -                 -
                                                                         --------------  ---------------  ----------------
Balance, December 31, 1999                                                   1,400,000              140             2,860
Shares issued for cash                        March, 2000           0.08       527,500               53            41,647
Shares issued for services                    September, 2000      0.001       200,000               20               180
Net loss                                                                             -                -                 -
                                                                         --------------  ---------------  ----------------
Balance, December 31, 2000                                                   2,127,500              213            44,687
Shares issued for services                    July, 2001            0.05       100,000               10             4,990
Shares issued for technology                  August, 2001         0.005    17,872,500            1,787            85,213
Shares issued for services                    September, 2001       0.86       750,000               75           642,925
Deferred compensation                                                                -                -                 -
Contributed capital                                                                  -                -               100
Expenses paid by shareholder                                                         -                -            20,000
Amortization of deferred compensation                                                -                -                 -
Net loss                                                                             -                -                 -
                                                                         --------------  ---------------  ----------------
Balance, December 31, 2001                                                  20,850,000            2,085           797,915
Shares issued for services                    January, 2002         1.11       429,250               43           476,145
Shares issued for services                    September, 2002       0.20       100,000               10            19,990
Shares issued for services                    November, 2002        0.65     1,100,000              110           717,390
Shares issued for services                    December, 2002        0.36        10,000                1             3,589
Deferred compensation                                                                -                -                 -
Prior period adjustment                                                              -                -                 -
Amortization of deferred compensation                                                -                -                 -
Net loss                                                                             -                -                 -
                                                                         --------------  ---------------  ----------------
Balance, December 31, 2002                                                  22,489,250            2,249         2,015,029
Shares issued for services                    May, 2003             0.32       595,000               59           188,991
                                              June, 2003            0.38     1,120,000              112           427,888
                                              July, 2003            0.23     1,500,000              150           344,640
                                              September, 2003       0.15     1,000,000              100           149,900
                                              October, 2003         0.11       787,177               79            86,321
                                              November, 2003        0.08     1,050,784              105            81,428
Shares cancelled                                                              (101,000)             (10)               10
Deferred compensation
Amortization of deferred compensation                                                -                -                 -
Net loss                                                                             -                -                 -
                                                                         --------------  ---------------  ----------------
Balance, December 31, 2003                                                  28,441,211            2,844         3,294,207
Shares issued for services                    January, 2004         0.09       370,348               37            33,913
                                              February, 2004        0.08       711,378               71            53,929
                                              March, 2004           0.08       719,505               72            58,928
                                              April, 2004           0.11       611,315               61            66,939
                                              May, 2004             0.10       772,225               77            78,923
                                              June, 2004            0.07       556,795               56            38,944
                                              July, 2004            0.17       834,790               84           141,831
                                              August, 2004          0.12       532,915               53            66,493
                                              September, 2004       0.15        51,563                5             7,495
                                              October, 2004         0.06       500,000               50            31,450
                                              November, 2004        0.30     1,828,499              183           550,592
                                              December, 2004        0.30       868,102               87           261,523
Shares cancelled                                                              (200,000)             (20)          (27,380)
Adjust value                                                                         -                -            (5,668)
Fair value attributed to warrants issued with debt                                   -                -            60,000
Fair value attributed to warrants issued for services                                -                -            74,227
Deferred compensation
Amortization of deferred compensation                                                -                -                 -
Net loss                                                                             -                -                 -
                                                                         --------------  ---------------  ----------------
Balance, December 31, 2004                                                  36,598,646            3,660         4,786,346
Shares issued for services                    February, 2004        0.69     1,055,438              105           732,645
                                              March, 2004           0.43       167,441               17            71,983
Fair value attributed to warrants issued with debt                                                                 60,000
Amortization of deferred compensation
Net loss
                                                                         --------------  ---------------  ----------------
Balance, March 31, 2005                                                     37,821,525          $ 3,782       $ 5,650,974
                                                                         ==============  ===============  ================
</TABLE>

<TABLE>
<CAPTION>
                                                                 Deficit
                                                  Deferred     Accumulated
                                                   Equity         During
                                                    Based      Development
                                                   Expense        Stage           Total
                                              -------------- --------------- --------------
<S>                                               <C>             <C>              <C>
Shares issued for services and organization               -               -          1,000
Net loss                                                  -            (830)          (830)
                                              -------------- --------------- --------------
Balance, December 31, 1997                                -            (830)           170
Net loss                                                  -             (36)           (36)
                                              -------------- --------------- --------------
Balance, December 31, 1998                                -            (866)           134
Shares issued for cash                                    -               -          2,000
Net loss                                                  -          (1,366)        (1,366)
                                              -------------- --------------- --------------
Balance, December 31, 1999                                -          (2,232)           768
Shares issued for cash                                    -               -         41,700
Shares issued for services                                -               -            200
Net loss                                                  -         (28,719)       (28,719)
                                              -------------- --------------- --------------
Balance, December 31, 2000                                -         (30,951)        13,949
Shares issued for services                                -               -          5,000
Shares issued for technology                              -               -         87,000
Shares issued for services                                -               -        643,000
Deferred compensation                              (337,500)              -       (337,500)
Contributed capital                                       -               -            100
Expenses paid by shareholder                              -               -         20,000
Amortization of deferred compensation                84,375               -         84,375
Net loss                                                  -      (1,318,403)    (1,318,403)
                                              -------------- --------------- --------------
Balance, December 31, 2001                         (253,125)     (1,349,354)      (802,479)
Shares issued for services                                                -        476,188
Shares issued for services                                                -         20,000
Shares issued for services                                                -        717,500
Shares issued for services                                -               -          3,590
Deferred compensation                              (926,188)              -       (926,188)
Prior period adjustment                                   -          61,000         61,000
Amortization of deferred compensation               631,629               -        631,629
Net loss                                                  -      (2,036,976)    (2,036,976)
                                              -------------- --------------- --------------
Balance, December 31, 2002                         (547,684)     (3,325,330)    (1,855,736)
Shares issued for services                                -               -        189,050
                                                          -               -        428,000
                                                          -               -        344,790
                                                          -               -        150,000
                                                          -               -         86,400
                                                          -               -         81,533
Shares cancelled                                          -               -              -
Deferred compensation                              (530,650)                      (530,650)
Amortization of deferred compensation               843,002               -        843,002
Net loss                                                  -      (1,938,928)    (1,938,928)
                                              -------------- --------------- --------------
Balance, December 31, 2003                         (235,332)     (5,264,258)    (2,202,539)
Shares issued for services                                -               -         33,950
                                                          -               -         54,000
                                                          -               -         59,000
                                                          -               -         67,000
                                                          -               -         79,000
                                                          -               -         39,000
                                                          -               -        141,915
                                                          -               -         66,546
                                                          -               -          7,500
                                                          -               -         31,500
                                                          -               -        550,775
                                                          -               -        261,610
Shares cancelled                                          -               -        (27,400)
Adjust value                                              -               -         (5,668)
Fair value attributed to warrants issued with             -               -         60,000
Fair value attributed to warrants issued for s            -               -         74,227
Deferred compensation                              (866,418)                      (866,418)
Amortization of deferred compensation               716,463               -        716,463
Net loss                                                  -      (2,388,466)    (2,388,466)
                                              -------------- --------------- --------------
Balance, December 31, 2004                         (385,287)     (7,652,724)    (3,248,005)
Shares issued for services                         (112,500)                       620,250
                                                    (72,000)                             -
Fair value attributed to warrants issued with                                       60,000
Amortization of deferred compensation               107,324                        107,324
Net loss                                                           (933,150)      (933,150)
                                              -------------- --------------- --------------
Balance, March 31, 2005                          $ (462,463)   $ (8,585,874)  $ (3,393,581)
                                              ============== =============== ==============
</TABLE>

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

<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                          (A Development Stage Company)
                       CONDENSED STATEMENTS OF CASH FLOWS
       For the Three Month Periods Ended March 31, 2005 and 2004 and From
      Inception of Development Stage (February 27, 1997) to March 31, 2005
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                          From Inception of
                                                                                             Development
                                                                                                Stage
                                                                                          (November 7, 2000)
                                                             Three Months Ended March 31,    to March 31,
                                                                2005             2004             2005
                                                            -----------      -----------  ------------------
<S>                                                         <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                    $  (933,150)     $  (358,582)     $(8,585,874)
Adjustments to reconcile net loss to net cash
  (used in) provided by operating activities:
    Depreciation and amortization                                 1,375            1,259          121,169
    Loss on write down of assets                                     --               --           14,996
    Impairment of technology                                         --               --           65,250
    Financing cost attributable to warrants                      60,000          120,000
    Stock and warrants issued for services                      727,574          (31,985)       4,868,987
    Stock cancelled                                                  --               --          (27,400)
    Other                                                            --               --           (4,657)
Changes in operating assets and liabilities:
  Accounts receivable                                           (40,416)              --          (40,416)
  Other assets                                                       --              535           (1,800)
  Accounts payable and accrued expenses                          69,449          322,143        1,335,580
  Contingent liability                                               --          214,000
  Accrued executive compensation                                 63,500           67,500          921,049
                                                            -----------      -----------      -----------

Net cash (used in) provided by operating activities             (51,668)             870         (999,116)
                                                            -----------      -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment                                                --              (32)         (46,385)
                                                            -----------      -----------      -----------

Net cash used in investing activities                                --              (32)         (46,385)
                                                            -----------      -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contributions                                                --               --           20,100
Sale of common stock                                                 --               --           44,828
Payments on debt                                                (12,425)              --          (23,000)
Proceeds from issuance of debt                                   60,000               --        1,075,500
                                                            -----------      -----------      -----------

Net cash provided by financing activities                        47,575               --        1,117,428
                                                            -----------      -----------      -----------

Net increase in cash                                             (4,093)             838           71,927

Cash, beginning of period                                        76,020               26               --
                                                            -----------      -----------      -----------

Cash, end of period                                         $    71,927      $       864      $    71,927
                                                            ===========      ===========      ===========

Cash paid for:
  Interest                                                  $        --      $        --      $        --
  Income taxes                                                       --               --               --

Supplemental schedule of non-cash financial activities:

Accrued interest converted to note payable                  $        --      $    79,635      $    79,635
</TABLE>


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

<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                          (A Development Stage Company)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (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.  The  Company  has
generated no revenue and in accordance with SFAS #7, the Company is considered a
development stage company.


On September  12, 2001,  the Company  amended its articles of  incorporation  to
change its name to Nuclear Solutions, Inc.

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 financial statements as of March 31, 2005 and for the
three month periods ended March 31, 2005 and 2004 and from  inception  (February
27,  1997) to March 31, 2005 have been  prepared by the Company  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, 2004 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 months ended March 31, 2005
are not  necessarily  indicative of the results to be expected for the full year
ending December 31, 2005.

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,  2005 and 2004,  the  Company  had  14,572,059  and
11,934,065 potentially dilutive securities.

<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                          (A Development Stage Company)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (UNAUDITED)


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 will be recognized ratably over the term of the license.

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 $933,150, a
working  capital  deficiency of  $3,411,798  and a  stockholders'  deficiency of
$3,393,581.  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, 2005 and December 31, 2004 are as follows:

<TABLE>
<CAPTION>
                                                                                  March 31,     December 31,
                                                                                    2005            2004
----------------------------------------------------------------------------- --------------- ---------------
<S>                                                                               <C>             <C>
Denise Barbato,  bearing  interest at 10% per year,  convertible into common
stock at $0.084 per share. The note is payable on June 30, 2005                   $  973,135      $  973,135

Global  Atomic Inc.  demand note  payable to related  party at 10% per year,
convertible into common stock at $1.00 per share                                       4,000           4,000

International  Fission demand note payable to related party at 10% per year,
convertible into common stock at $1.00 per share                                      15,000          15,000

Jackie Brown,  demand note payable to related party, non -interest  bearing,
convertible into common stock at $1.00 per share                                      20,000          20,000

Patrick  Herda  demand  note  payable  to  related  party  at 10% per  year,
convertible into common stock at $1.00 per share                                           -          12,425

Long Lane  Capital  demand  note at 12 % per year,  convertible  into common
stock at a 50% discount to market                                                    120,000          60,000
Total notes payable                                                                1,132,135       1,084,560

Less: current portion                                                             (1,132,135)     (1,084,560)

Balance notes payable (long term portion)                                         $        -      $        -
</TABLE>

<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                          (A Development Stage Company)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (UNAUDITED)


On February 25, 2005, the company executed a second promissory note payable with
Long Lane  Capital for $60,000  dollars.  The note is payable  within 30 days of
demand and carries a 12% per year  interest  rate.  Upon default the holder will
have the right to convert the unpaid principal balance,  accrued expense and any
related  default  costs to common stock as follows:  At the option of the holder
the  conversion  price will be (a) Fifty (50%)  discount  of the 6-month  moving
average  stock price for the period June 1 through  December  31, 2004 which was
$0.44  discounted 50% equals $ 0.22 Cents per share, or (b) Fifty (50%) discount
of the lowest closing bid price per share between February 25, 2005 and the date
notice  of  warrant  exercise  is  given  to  the  Corporation.   As  additional
consideration,  Nuclear  Solutions,  Inc.  issued Long Lane Capital a warrant to
purchase  500,000  shares of common  stock at the same  price as the  conversion
price for a period of 24 months.  The Company has  recorded a financing  expense
attributable to the warrants of $60,000.

NOTE 5 - CONVERTIBLE DEBT - RELATED PARTY

During the three  months ended March 31, 2005 the Company  repaid the  remaining
$12,425 principal balance due to Patrick Herda.

NOTE 6 - STOCKHOLDER'S EQUITY

During the three months ended March 31, 2005 the Company  issued an aggregate of
1,222,879 shares of common stock, valued at $804,750, for consulting services.

In February,  2005, the Company  issued a warrant to purchase  500,000 shares of
common stock, as described in Note 4.

During the three months ended March 31, 2004 the Company  issued an aggregate of
1,801,231 shares of common stock, valued at $146,950, for consulting services.

NOTE 7 - LICENSE AGREEMENT

On March 15, 2005 the Company entered into a license agreement pursuant to which
it licensed its technology to a third party for a 10 year period.  Total license
fees over the 10 year period are $9,700,000,  payable in quarterly  installments
of $242,500, in arrears.

NOTE 8 -WARRANTS

Warrants

The  following  table  summarizes  the changes in warrants  outstanding  and the
related  exercise prices for the shares of the Company's  common stock issued by
the Company as of March 31, 2005:

   Warrants Outstanding & Exercisable
                                       Weighted       Average      Weighed
                        Number        Remaining     Contractual    Average
   Exercise Prices   Outstanding     Life (Years)               Exercise Price

   $  0.14             500,000          1.50                       $  0.14
   $  0.22             500,000          1.92                       $  0.22
   $  0.75             250,000          0.50                       $  0.75
                      1250,000                                     $  0.29

<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                          (A Development Stage Company)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (UNAUDITED)


                                                                  Weighted
                                                                  Average
                                               Number of          Exercise
                                                 Shares            Price

   Outstanding at December 31, 2004             750,000          $   0.34
      Granted                                   500,000              0.22
      Exercised                                       -                 -
      Canceled or expired                             -                 -
   Outstanding at March 31, 2005              1,250,000          $   0.29


NOTE 9- MAJOR SUPPLIERS AND CUSTOMERS

The Company  licensed its  technology  to one  customer  during the three months
ended March 31, 2005. That customer accounted for all of accounts  receivable at
March 31, 2005, and the receivable was collected in April, 2005.


NOTE 10 - SUBSEQUENT EVENTS

Subsequent  to March 31,  2005 the  Company  issued  2,641,039  shares of common
stock.  2,514,723  shares were issued as payment of expenses accrued at December
31, 2004 in the amount of $467,940.  126,316  shares were issued for  consulting
services to be performed June through December of 2005.



<PAGE>

Item 2.  Management's Discussion and Analysis or Plan of Operation.

FORWARD-LOOKING STATEMENT NOTICE:

This quarterly report on Form 10-QSB contains many  forward-looking  statements,
which  involve  risks  and   uncertainties,   such  as  our  plans,   objective,
expectations  and  intentions.  You can identify these  statements by our use of
words  such as "may,"  "expect,"  "believe,"  "anticipate,"  "intend,"  "could,"
"estimate,"  "continue,"  "plans," or other  similar  words or phrases.  Some of
these statements include discussions  regarding our future business strategy and
our ability to generate revenue,  income,  and cash flow. We wish to caution the
reader that all  forward-looking  statements  contained  in this Form 10-QSB are
only estimates and predictions.  Our actual results could differ materially from
those  anticipated as a result of risk facing us or actual events differing from
the  assumptions  underlying  such  forward-looking   statements.   Readers  are
cautioned  not  to  place  undue  reliance  on  any  forward-looking  statements
contained in this Quarterly Report on Form 10-QSB.  Readers are cautioned not to
place undue  reliance  on these  forward-looking  statements.  We  undertake  no
obligation to update any of these factors or to publicly  announce any change to
our  forward-looking  statements  made  herein,  whether  as  a  result  of  new
information, future events, changes in expectations or otherwise.

OUR CORPORATE HISTORY

The  Company  was  organized  February  27,  1997 under the laws of the State of
Nevada,  as Stock  Watch Man,  Inc,  an internet  e-commerce  company.  We are a
development  stage  company.  On  September  12, 2001,  the Company  amended its
articles of incorporation to change its name to Nuclear Solutions,  Inc. At that
time, our primary  business was the development of a new type of nuclear reactor
technology.  As of the date of this  report,  our  business  is now  focused  on
commercial   product   technologies   for   homeland   security   and   defense,
nanotechnolology applications and nuclear remediation.

OUR BUSINESS

Our  business  activity is to develop and licence  product  technologies  in the
homeland security, defense,  nanotechnology and nuclear remediation sectors. Our
primary business  strategy  consists of developing our intellectual  property by
refining conceptual designs, filing patent applications,  and building operating
proof-of-principle  prototypes. Our business objective is to generate revenue by
licensing  or selling  our  product  technologies,  consisting  of  intellectual
property  in the  form  of  patents  and/or  patent  applications  to  potential
industrial  partners that have the resources and expertise to commercialize  our
product technologies in their respective marketplaces.

In addition to our primary business  strategy,  we are actively  researching and
attempting to obtain  marketing  and/or  sublicensing  rights to fully developed
products that fit within our target markets. For example, we have identified and
are in the process of obtaining the rights to products for remote  detection and
disruption  of  concealed  conventional  explosive  devices.  We intend  use our
expertise to facilitate  sales of these  products  through  potential  marketing
partners and/or integrate them, into new or existing products.

<PAGE>

The company  operates its business by utilizing  technical  expertise to develop
innovative  and emerging  technologies  that we believe has  significant  market
potential.  We strive to develop technologies  identified as viable to the point
that  they  may  be  licensed,  joint-ventured  or  sold  to  an  industrial  or
governmental entity, or otherwise  commercialized.  We do not maintain technical
facilities  or a laboratory  of our own.  Our  business  model is to utilize the
technical  facilities and capabilities of appropriate outside laboratories under
contract to us when  appropriate.  By taking  advantage  of existing  technology
infrastructures, this preferred method of technology development reduces capital
investment costs and the length of time required to develop  technologies.  This
is  especially  important  in  light  of  the  extensive  requirements  for  the
government approval and safe handling and of nuclear materials.  Any development
efforts  contemplated or planned that involve nuclear  materials are intended to
be carried  out by an existing  and already  licensed  scientific  or  technical
facility through the establishment of a contractual relationship.  This approach
also  mitigates  the potential  liability  involved with the handling and use of
nuclear  materials.  We have identified  several facilities in the United States
and  abroad  that have the  capabilities  we may  require in the  future.  As an
example,  we may contract with or establish a teaming  relationship  with a U.S.
national  laboratory  such  as Los  Alamos  National  Labs,  Lawrence  Livermore
National  Labs,  or others that have a history and  willingness  to perform work
under  well-established  contracting  channels such as Cooperative  Research and
Development Agreements (CRADA) and Work for Others (WFO) agreements. Although we
believe this is adequate for our development purposes and preferable in the case
of  nuclear  material  handling,  we may choose to  operate  our own  laboratory
facility in the future, subject to available capital.

When a technology is deemed market ready, the company will offer it to potential
customers  for  commercial  licensing.  As  an  example,  after  the  successful
prototype  construction and operation of our shielded nuclear material detector,
we will  offer  the  sensor  system  to  companies  that  have  the  appropriate
experience  to  integrate  the  sensor  into a working  environment  to meet the
performance  criteria as required by the end user. We do not intend to establish
manufacturing  operations  of our own. Nor do we intend to  establish  extensive
marketing and distribution operations of our own. Our business model is centered
on the sale and/or licensing of our technologies through strategic  partnerships
with  companies  that  have  established  manufacturing,   sales  and  marketing
infrastructures such as well known defense and electronics  contractors.  By way
of example,  companies that could be potential partners for our shielded nuclear
material detection technology may be: Lockheed-Martin, General Atomics, Raytheon
and other such companies. Currently we do not have any partnership agreements or
material contracts with the aforementioned companies.

Our primary  role is to add value by initially  developing,  and  providing  the
enabling core  intellectual  property to our customers and partners.  Typically,
after  licensing,  we will remain  involved as a consultant  for the customer to
ensure  appropriate  technology  transfer to the customer and to assist with any
improvements  or   modification   that  may  be  needed  during  the  course  of
commercialization. This is a highly leveraged business model that is believed by
management to offer the greatest  advantages in terms of corporate  flexibility,
and  reduced  capital  requirements  compared  to  a  traditional  research  and
development  operation.  However,  management is opportunistic  and may consider
adopting a production  model if the right conditions are met. We will pursue all
avenues that will lead the commercialization of our technologies.

<PAGE>

Since our business model is to establish  partnerships  during  development  and
ultimately as production  and marketing  partners for our  technologies,  we are
constantly  looking  for  and  evaluating   potential  strategic  partners.   We
especially require partnerships to take advantage of the business  opportunities
available  through  government  agencies such as the Homeland  Security Advanced
Projects Agency (HSARPA),  The Defense Advanced Research Projects Agency (DARPA)
and others. A partnering  relationship  with  experienced  companies that have a
positive  track  record of  providing  products or  services  to the  government
agencies  that are our  potential  customers in the related  field will probably
increase  the  likelihood  that we could  secure  money from the  government  to
develop one of our technologies for a specific government need.

The following is a general example of a technology development plan:

1.) A market opportunity is identified in an area of interest to us.
2.) A technical  assessment of the opportunity and existing related technologies
is performed with an appropriate  combination of in-house and outside  analysis.
3.) If the technical assessment indicates a viable market, research is performed
to identify and define an appropriate technology.
4.) The  technology  identified in the previous step is  reevaluated in light of
the expected  development  costs and market  opportunity.  A decision is made to
proceed  with   identified   technology,   suspend   development,   or  research
supplementary approaches.
5.)  Intellectual  property is secured through  initiation of the patent process
and/or  identified  technology is licensed.  Selected  technologies  may be kept
proprietary  or  trade  secret.  6.)  Selected  technology  is  validated  by an
appropriate laboratory under contract.
7.) Once successfully validated,  the technology is then marketed to appropriate
entities for licensing or sale.  Depending on the technology being developed,  a
strategic  partnership  arrangement may be consummated at many different  points
along the development track.

The  company  intends  to  commercialize  our  technologies  through:  strategic
partners,  joint-venture partners, licensees, and other customers who will carry
out project implementation,  manufacturing,  end-user marketing activities,  and
deployment  of  our  technologies.  We  intend  to  generate  revenue  from  the
licensure, sale, and other usage agreements associated with our technologies.

In  November  2004  we  changed  our  principal  executive  offices  to  :  1025
Connecticut Ave NW, Suite 1000 Washington, DC 20036. Our primary mailing address
remains 5505 Connecticut Ave NW, #191 Washington, DC 20015.

RESULTS OF OPERATIONS

Three months  ended March 31, 2005  compared to the three months ended March 31,
2004

<PAGE>

REVENUES

During the perod  ending  March 31,  2005,  we  recognized  revenues  of $40,416
resulting from our license sale to I.P. Technology  Holding,  Inc. This compares
to $0 in revenues for the same period ended March 31, 2004.  Additional revenues
in the amount of $59,584 were  collected in the period but will be booked in the
second quarter.

On March 15, 2005,  we entered  into a License  Agreement  with I.P.  Technology
Holding,  Inc.(IPTH),  a New Jersey  corporation.  We granted I.P.  Technology a
limited  license for the right to the purchase and resell  products based on our
patent  pending  technology  for  the  detection  of  shielded  fissile  nuclear
materials to all  non-federal  police and fire agencies in the United States for
the patent life of the technology.

Additionally,  IPTH has the right to sub-license their rights under the terms of
the license with the approval of the company.

IPTH has agreed to pay Nuclear  Solutions  the sum of Nine Million Seven Hundred
Thousand  ($9,700,000)  Dollars  over  a ten  (10)  year  period,  payable  on a
quarterly basis in the amount of $242,500 Dollars,  or more, until paid in full.
The first  installment  is due June 30,  2005.  We  received a $100,000  License
Agreement  signing  payment  on March 15,  2005.  The  signing  payment  will be
credited  to the first  quarterly  payment.  To the extent  this  technology  is
commercialized,  we will be entitled to an Eight (8%) percent royalty payment on
all I.P. Technology Holding gross revenue related to this technology.

While the total  revenue  under the License  Agreement  is $9.7  Million  over a
ten-year  period,  management has elected to recognize only the license  revenue
for the current  quarterly portion of the license  agreement.  We have made this
election because IPTH is a start-up enterprise and this raises the level of risk
and  uncertainty  regarding  the  ultimate  collectibility  of the $9.7  million
Dollars  over a ten-year  period.  At this time,  we believe  this  conservative
approach is prudent.  Management will re-evaluate this financial  treatment on a
quarterly basis.

OPERATING EXPENSES

Operating  expenses  for the  quarter  ended March 31,  2005 were  $886,363  and
Compares to $295,756 for the same period ended March, 31, 2004.  Included in the
Quarter  ended  March  31,  2005  are  $682,973  and  106,930  in  expenses  for
_consulting  fees and legal  fees  respectively.  This  compares  to  210,975 in
consulting  fees and  $5,250 in legal fees for the first  quarter  of 2004.  The
increase in expenses is attributed to the increased  market  valuation of equity
securities  issued for pre-existing  obligations.  Legal fees were higher due to
increased  activity in the  development of  intellectual  property and filing of
patent applications.

From  our  inception  through  March  31,  2005,  we  have  incurred  losses  of
$8,585,874.   These  expenses  were  associated  principally  with  equity-based
compensation  to  employees  and  consultants,  product  development  costs  and
professional services.

<PAGE>

As a result of limited  capital  resources and minimal  revenues from operations
from its inception,  the Company has relied on the issuance of equity securities
to non-employees in exchange for services.  The Company's management enters into
equity compensation  agreements with non-employees if it is in the best interest
of the Company under terms and conditions  consistent  with the  requirements of
Financial Accounting Standards No. 123, Accounting for Stock Based Compensation.
In  order  conserve  its  limited  operating  capital  resources,   the  Company
anticipates continuing to compensate  non-employees for services during the next
twelve months.  This policy may have a material effect on the Company's  results
of operations during the next twelve months.
LIQUIDITY AND CAPITAL RESOURCES

As a result of our  operating  losses from our  inception  through  December 31,
2004,  we generated a cash flow deficit of $999,116 from  operating  activities.
Cash flows used in investing  activities was $46,385 during the period  February
27, 1997 (date of Company's inception) through March 31, 2005.

As of March 31,  2005,  we had a working  capital  deficit of  $3,411,798.  This
compares to a working capital deficit of $ 3,267,597 as of December 31, 2004. As
a result of our  operating  losses for the first  three  months  ended March 31,
2005,  we generated a cash flow deficit of $51,668  from  operating  activities.
Cash flows used in investing  activities  was $0 during the quarter.  Cash flows
used in financing activities were $47,575 on payment of short-term notes payable
for the first three months ended March 31, 2005.

While we have raised capital to meet our working  capital and financing needs in
the past,  additional  financing  is  required  in order to meet our current and
projected cash flow deficits from operations and development.

By adjusting our operations and development to the level of  capitalization,  we
believe  we have  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.

AUDITOR'S  OPINION  EXPRESSES DOUBT ABOUT THE COMPANY'S ABILITY TO CONTINUE AS A
"GOING CONCERN"

The independent  auditors  report on our December 31, 2004 financial  statements
included in the Company's  Annual  Report  states that the Company's  historical
losses and the lack of revenues  raise  substantial  doubts about the  Company's
ability  to  continue  as a going  concern.  If we are  unable  to  develop  our
business,  we have to discontinue  operations or cease to exist,  which would be
detrimental  to the  value  of the  Company's  common  stock.  We  can  make  no
assurances  that our  business  operations  will  develop  and  provide  us with
significant cash to continue operations.

PRODUCT RESEARCH AND DEVELOPMENT

We  anticipate  continuing to incur  research and  development  expenditures  in
connection with the development of nuclear  micro-battery  technology,  shielded
nuclear material  detector  technoogy,  tritiated water  remediation  technology
during the next twelve months. This includes, but is not limited to: $500,000 to
$1,000,000  for nuclear  micro-battery  technology,  approximately  $500,000 for
tritiated water remediation  technology,  and  approximately  $1,500,000 for the
shielded nuclear material detector technology.

These  projected  expenditures  are dependent upon our  generating  revenues and
obtaining  sources of  financing in excess of our  existing  capital  resources.
There is no guarantee  that we will be successful in raising the funds  required
or generating  revenues  sufficient to fund the projected  costs of research and
development during the next twelve months.

<PAGE>

NUMBER OF EMPLOYEES

From our  inception  through the period ended March 31, 2005,  we have relied on
the services of outside  consultants  for services and  currently  have one full
time  employee.  In order for us to attract  and retain  quality  personnel,  we
anticipate we will have to offer competitive salaries to future employees. We do
anticipate  our  employment  base will  increase  to  approximately  5 full time
employees  as some  contractors  convert to employee  status  during the next 12
months.  As we continue to expand,  we will incur additional cost for personnel.
This projected  increase in personnel is dependent upon our generating  revenues
and  obtaining  sources  of  financing.  There is no  guarantee  that we will be
successful in raising the funds  required or generating  revenues  sufficient to
fund the projected increase in the number of employees.

OUR TECHNOLOGIES:

GRAVIMETRIC SHIELDED NUCLEAR  MATERIAL/PORTABLE NUCLEAR WEAPON DETECTOR (Patents
Pending)

We are  developing a new and unique  technology to be integrated  into a passive
primary  portal system that would screen trucks and shipping  containers in real
time for the presence of shielded  nuclear  weapons  useable  materials  such as
Uranium(U-235) and Plutonium (Pu-239).

Radiation  emitted from weapons grade  Uranium and Plutonium is relatively  weak
and  easy  to  shield.  Identification  of  these  materials  with  conventional
radiation  detectors  is  unreliable.  When the  radiation  emitted  from  these
materials  is  effectively  shielded,  detection  by  conventional  means is not
possible.

The  company  is  working  on funding  the  prototype  construction  of a highly
sensitive,  portable, low cost, and ruggedized detection device that responds to
minute  gravitational  gradient  anomalies.  These  disturbances are produced by
high-density nuclear materials such as Uranium and Plutonium.  Unlike radiation,
the force of gravity  cannot be  shielded  and is a unique new  concept  for the
detection  of  shielded  nuclear  weapons.  The  company is unaware of any other
device with similar targeted performance and size.

This technology is protected by three pending patent applications.  We filed our
first patent  application in October 2004.  Subsequently we filed two additional
patent  applications in January 2005. We expect further  development work on the
intellectual  property relating to this technology and expect to file additional
patents over the next twelve months.

The technical  details about the operation of this technology cannot be released
to the public at this time. Doing so would be considered a public disclosure and
preclude our ability to obtain patent protection on our technology. Furthermore,
it is  possible  that we may  choose  not to file a  patent  application  on the
technology if it is  determined to be contrary to the security  interests of the
United States.

Over  the next 12  months  our  development  plan  for our  gravimetric  nuclear
material detector is as follows:

Continue  development of the related  intellectual  property and file additional
patent applications.

<PAGE>

Secure  funding  of  approximately  $500,000  to $1.5M  through  debt or  equity
instruments to fund this project.

Secure a strategic commercial development partner.

Build and demonstrate a proof-of principle prototype.

NUCLEAR MICRO-BATTERIES

This program is aimed at developing embeddable nuclear  micro-batteries that can
supply  long-lasting  power for computer  chips,  micromotors,  remote  sensors,
implantable medical devices, and other defense and aerospace applications.  This
technology is also known as nuclear micro power generation or RIMS (radioisotope
micro power sources).  The science of nanotechnology is the design of Electrical
and  mechanical  systems  smaller  than the width of a human hair.  The field of
nanotechnology  includes making functional  microscopic  mechanical devices like
motors,  gear systems,  and pumps.  This field also includes  making  electronic
circuits on an atomic  scale.  An  opportunity  exists to address the problem of
providing  reliable  power to  these  devices  for a long  period  of  time.  As
electronic  circuits and nanomachines grow ever smaller, a problem is created by
the fact that  conventional  batteries  cannot shrink to the same size and still
hold enough power for the device to function  for a  reasonable  period of time.
Our nuclear micro battery  technology  may solve this problem by drawing  energy
from an embedded  radioactive isotope due to the fact that nuclear batteries are
known to have power  densities up to 1,000 times  greater than  achievable  with
conventional chemical battery technology.

In November  2003,  the Company  entered into a licensing  option  agreement for
three  issued U.S.  patents  for nuclear  micro-battery  technology  (Pat.  Nos.
5,087,533;  6,118,204;  6,238,812)  with Jackie Brown.  The company  purchased a
one-year option to exclusively  license the  technology,  with an additional six
month  first  right of refusal,  in  exchange  for 100,000  shares of our common
stock. In January 2005, The company extended the license option rights under the
terms of the  agreement  until  January  2006 in exchange for the payment of all
outstanding  maintenance  fees.  When the company  does  choose to exercise  its
rights under the licensing option  agreement,  we will execute a license royalty
agreement  for 7% of the  after  tax  profits  on the sale or  licensure  of the
technology to be paid to Ms. Brown.

Two of the three  nuclear  micro-battery  patents  the we hold a license  option
for(Pat. Nos. 5,087,533;  and 6,118,204) have expired as a result of non-payment
of patent  maintenance  fees by the prior  assignee;  however,  the  company has
engaged the law firm of Greenberg and Lieberman,  P.C. to make  application  for
the revival of those patents and has paid all outstanding  maintenance  fees. We
are currently developing the next generation of nuclear micro-battery technology
that could render the previous patents obsolete.  However,  the reinstatement of
the  expired  patents  could  offer  an  additional  opportunity  to  block  our
competition from this market.

<PAGE>

Subsequent  to entering the licensing  option  agreement in November of 2003, we
began efforts to form  development  partnerships to assist in the development of
and to secure  government  funding for this  technology.  We have  initiated the
process  of  forming a teaming  arrangement  with  Lawrence  Livermore  National
Laboratories  to further  develop this  technology.  Previously,  we anticipated
finalizing a teaming relationship with Lawrence Livermore National  Laboratories
by the third quarter of 2004. This was not accomplished,  due to lack of working
capital to fund this development program in 2004. Management anticipates funding
and launching this teaming relationship in 2005.

Our nuclear  micro battery  technology  relies on the  application  of tritiated
amorphous  silicon as a  betavoltaic,  thin-film,  intrinsic  energy  conversion
device.  A betavoltaic  battery is a nuclear  battery that converts  energy from
beta particles released by a beta emitting  radioactive source, such as tritium,
into electrical power. Common semiconductor designs of betavoltaic batteries use
a  semiconductor  p-n junction  device that is either  directly  exposed to beta
decay (Lucent Technologies,  Betabatt) or is illuminated by photons created when
betas  strike  a  phosphor(Trace  Photonics,  Inc.).  These  common  betavoltaic
batteries suffer from technical  problems in that the directly  irradiated cells
suffer material  degradation of the p-n junction  limiting the operating life to
days while the photo  conversion  systems are indirect and limited by efficiency
to less  than 1%.  Furthermore,  P-N  junction  devices  Another  limitation  of
conventional  betavoltaic batteries is the self-absorption of beta energy in the
radioactive source itself. In order to reduce the self-absorption of beta energy
we incorporate the radioactive isotope into the lattice of a semiconductor.

Tritiated  amorphous  silicon  is a novel  thin film  material  where a suitable
radioisotope is bonded with silicon in the amorphous  network or adjacent to it.
Thin-film  contact potential  tritiated  amorphous silicon cells have been built
and operation verified by an independent laboratory.

We  are  aware  of  several  types  of  nuclear  batteries  in  development.  By
organizations such as Lucent, The University of Wisconsin,  and Trace Photonics,
Inc. and Betabatt,  Inc. While we believe that our technology is superior due to
higher resistance to radiation degradation,  our competitors have greater access
to capital and resources.

The  operation of our nuclear micro  battery was proven by an  independent  lab.
However  it is still  considered  a  development  stage  technology.  We  cannot
guarantee that this technology  will receive any additional  patents or that the
technology can be successfully commercialized.

Over the next 12 months we plan on raising  capital in the amount of $500,000 to
%1,000,000 to fund the development of our nuclear micro-battery  technology.  We
also plan on funding a  development  program with  Lawrence  Livermore  National
Laboratory to build new battery prototypes intended for Micro-Electro-Mechanical
Systems(MEMS) applications. We anticipate raising the money to fund this project
through a combination of debt and equity financing.

<PAGE>

TRITIATED WATER REMEDIATION TECHNOLOGY (TWR) (Patents Pending)

We have identified a need in the nuclear industry for an inexpensive  method for
tritiated water  remediation by way of isotope  separation.  This is a method to
reduce the volume of stored water  contaminated  with tritium,  the  radioactive
isotope of hydrogen.

We are  currently  developing  a  tritiated  water  remediation  method  using a
combination of in-house and external  expertise.  Our TWR development program is
aimed  at  developing  a  tritiated  water  separation  technology  that  can be
transportable and modular or integrated directly into a nuclear power plant. The
specific  target  market  for this  technology  is  tritium  contaminated  water
(tritiated water) produced as a by-product of nuclear complex  activities.  Data
indicates  the  Unites  States  houses  approximately  Six  billion  gallons  of
tritiated  water  with  an  additional  11  million  gallons  created  annually.
Countries such as Japan, the United Kingdom,  France, and Germany also have this
problem.

As of the date of this report, we anticipate the overall development cost not to
exceed $500,000. However, since this is a development stage technology the final
development cost may differ substantially from what we currently anticipate.  We
will need to raise additional money to fund this project. We intend to use debt,
equity or a combination thereof to fund this project. There is no guarantee that
we will be able to successfully raise the required funds for operations, or that
such funds will be available on terms satisfactory to us. Any inability to raise
additional  funds would  require  that we  significantly  scale back our planned
operations  and  would  lengthen  the  period  of time  required  to  bring  the
technology to the marketplace.

Our process is currently a proprietary trade secret owned by Nuclear  Solutions,
and being developed for us under contract by Boris Muchnik. During 2004 we filed
2 patent applications to secure the rights to the tritium remediation technology
and the technology is now patent  pending.  It is company policy not to disclose
the technical details of any of our patent pending technologies until the patent
issues.  Doing so would be  considered  a public  disclosure  and  preclude  our
ability  to obtain  patent  protection  on our  technology.  Furthermore,  it is
possible that we may choose not to file a patent  application  on the technology
if it is  determined  to be contrary  to the  security  interests  of the United
States.  TWR technology is a development stage  technology.  We cannot guarantee
that we will either receive any patents on the technology or that the technology
can be successfully commercialized.

Over  the  next  12  months  we  plan  on  raising  capital  in  the  amount  of
approximately  $500,000 to fund the further  development and  proof-of-principal
demonstration  of our  tritiated  water  remediation  technology.  We anticipate
raising the money to fund this project  through a combination of debt and equity
financing.

Progress in the development of our  technologies  have been slower than expected
due to the  reorganization of our business strategy and lack of working capital.
We estimate that with working capital of $2,000,000  dollars at least one of our
technologies  will be fully  demonstrable  and  ready for  commercial  licensing
within 18 months.

<PAGE>

COMPETITION

Competition  in the fields in which the  company  is  developing  technology  is
complex.  We will be competing  with national  laboratories,  universities,  and
established  corporations  that may have  much  greater  access to  capital  and
marketing resources.

There are well-established  organizations within our business segments that have
both  name   recognition   and  histories  of   implemented   technologies.   In
nuclear-related  businesses,  the  competitive  field is  relatively  small  but
intense and can raise significant  barriers to entry.  Competition usually stems
from name recognition,  price, marketing resources,  and expertise.  Although we
have retained marketing and consulting expertise,  established competitors could
enter the market with new,  competing  technologies  at any time. Our ability to
complete will depend on the  capabilities of the  market-ready  technologies and
how well we will be able to market  these  technologies.  Additional  methods of
competition include prior track record of competing for government contracts and
experience, greater access to scientific and technical personnel, greater access
to  capital,  greater  access  to  technical  facilities,   and  name  or  brand
establishment.

The kind of  organizations  we compete  with are  national  laboratories  of the
United States and other  governments,  and the defense  industrial  complex with
competitors such as Lockheed-Martin,  General Atomics,  and Raytheon among other
similar companies.

During 2005,  we generated  limited  revenues from our  technologies  and we are
competing  against  companies  that  have   significantly   greater   financial,
technical, political and human resources. ITEM 3. CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures.

         As of the end of the reporting  period,  March 31, 2005, and subsequent
to the date of this report,  we carried out  evaluations,  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 need improvement and were
not adequately  effective as of January 1, 2005 to ensure timely  reporting with
the  Securities  and Exchange  Commission.  Our  management is in the process of
identifying  deficiencies with respect to our disclosure controls and procedures
and implementing  corrective  measures,  which includes the establishment of new
internal policies related to financial reporting.

(b) Changes in Internal Control.

<PAGE>

         As  required  by Rule  13a-15(d),  the  Company's  Chairman  and  Chief
Financial  Officer,  also conducted  evaluations  of our internal  controls over
financial  reporting to determine whether any changes occurred during the fourth
fiscal  quarter  that have  materially  affected,  or are  reasonably  likely to
materially  affect,  the Company's  internal  control over financial  reporting.
During the preparation of the Company's financial statements,  as of and for the
year ended March 31, 2005,  the Company has concluded that the current system of
disclosure  controls and  procedures  was not effective  because of the internal
control weaknesses identified below. As a result of this conclusion, the Company
has initiated the changes in internal control also described below. It should be
noted that any system of controls,  however  well  designed  and  operated,  can
provide only reasonable, and not absolute,  assurance that the objectives of the
system will be met. In  addition,  the design of any control  system is based in
part upon certain assumptions about the likelihood of future events.

Lack of Adequate Accounting Staff

         Our  independent   certifying   accountant  questioned  the  depth  and
experience of our  accounting  staff  responsible  for preparing and closing the
General Ledger for the Company's  2004 10-KSB  Report.  The Company was aware of
its staffing needs and has taken steps to address its  understaffed  Finance and
Accounting team to correct this material weakness. Subsequent to the date of the
financial statements, the Company engaged an independent contractor who is a CPA
with  extensive  CFO-level  management  and SEC  reporting  experience in public
companies.  The  Company  feel's  this  addition  to the  Company's  Finance and
Accounting team will improve the quality of future period financial reporting.

Timely Closing of the Books

         Management  identified a material weakness based on the Company's delay
in closing its books.  To correct this  material  weakness,  checklists  will be
developed   delineating   tasks,   preparation   responsibilities,   and  review
responsibilities targeting specific completion dates. The checklist will provide
evidentiary  support of work performed and reviewed.  Specific checklist will be
developed for non-quarter end months,  quarter end months, and the annual close.
These  checklists have been developed and will be implemented in the 2nd quarter
2005 close process and utilized in the  preparation of the 2nd quarter 2005 Form
10-QSB and subsequent period ends.

(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

<PAGE>

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.

                            PART II-OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         The Company is not a party to any pending legal proceedings.

ITEM 2.  UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS.

         On April 12, 2005,  we issued  1,000,000  restricted  common  shares to
Denise Barbato and 1,000,000  restricted common shares to Barbato Capital valued
at $73,000 each in consideration of a debt restructuring  agreement.  This total
of $146,000 was charged as financing expense.

         On April 15,  2005,  we  issued  150,000  shares  to  Adrian  Joseph in
connection  with a settlement  agreement  executed  May 17, 2004.  We valued the
transaction at $157,000.

         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 first  quarter of the fiscal
year covered by this report.

ITEM 5.  OTHER INFORMATION.

         On February  25,  2005,  the company  borrowed  $60,000  from Long Lane
Capital,  Inc. We executed a  convertible  promissory  note payable to Long Lane
Capital,  Inc. for $60,000 dollars. The note is payable within 30 days of demand
and carries a 12% per year  interest  rate.  On the default the Holder will have
the right to convert  the unpaid  principal  balance,  accrued  expense  and any
related  default  costs to Nuclear  Solution's  common stock as follows:  At the
option of the Holder the  conversion  price will be (a) Fifty (50%)  discount of
the 6-month  moving  average stock price for the period June 1 through  December

<PAGE>

31, 2004 is $0.44  discounted  50% equals $ 0.22 Cents) per share,  or (b) Fifty
(50%)  discount of the lowest  closing bid price per share between  February 25,
2005 and the default date. As additional consideration,  Nuclear Solutions, Inc.
issued Long Lane Capital a warrant to purchase 500,000 shares of common stock at
the same price as the conversion price for a period of 24 months.

         On March  15,  2005,  we  entered  into a License  Agreement  with I.P.
Technology Holding, Inc., a New Jersey corporation. We granted I.P. Technology a
limited  license for the right to the purchase and resell  products based on our
patent  pending  technology  for  the  detection  of  shielded  fissile  nuclear
materials to all  non-federal  police and fire agencies in the United States for
the life of the technology.  We have also described this technology in our other
reports and press releases as "gravimetric sensor  technology".  This technology
is the subject of a pending  patent  application.  No patent has been issued and
this technology has not been commercialized,  therefore,  all references to this
technology are qualified by these facts.

         I.P.  Technology has the right to sub-license this technology and make,
use and sell any and all items,  products,  materials and goods to this licensed
technology in the United States to non-federal police and fire agencies.

         I.P.  Technology  has agreed to pay Nuclear  Solutions  the sum of Nine
Million Seven Hundred Thousand ($9,700,000) Dollars over a ten (10) year period,
payable on a quarterly basis in the amount of $242,500  Dollars,  or more, until
paid in full. The first installment is due June 30, 2005. We received a $100,000
License Agreement signing payment on March 15, 2005. The signing payment will be
credited  to the first  quarterly  payment.  To the extent  this  technology  is
commercialized,  we will be entitled to an Eight (8%) percent royalty payment on
all I.P. Technology Holding gross revenue related to this technology.

         While the I.P.  Holding  revenue  under the License  Agreement  is $9.7
Million over a ten-year  period,  management  has elected to recognize  only the
license revenue for the current quarterly portion of the license  agreement.  We
have made this election because I.P. Technology Holding is a start-up enterprise
and this  raises  the  level  of risk and  uncertainty  regarding  the  ultimate
collectibility of the $9.7 million Dollars over a ten-year period. At this time,
we believe this  conservative  approach is prudent.  Management will re-evaluate
this financial treatment on a quarterly basis.

         This License  Agreement  summary should be read in conjunction with the
attached Exhibit 10 titled License Agreement,  which contains the details of the
summarized transactions.

ITEM 6.  EXHIBITS

     (a)  Exhibits:

         10       License Agreement with I.P. Technology Holding, Inc.

         31.1     Chief Executive Officer-Section 302 Certification pursuant to
                  Sarbanes-Oxley Act.

         31.2     Chief Financial Officer-Section 302 Certification pursuant to
                  Sarbanes-Oxley Act.

         32.1     Chief Executive Officer-Section 906 Certification pursuant to
                  Sarbanes-Oxley Act.

         32.2     Chief Financial Officer-Section 906 Certification pursuant to
                  Sarbanes-Oxley Act.

<PAGE>

                                   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 25, 2005.

                                               NUCLEAR SOLUTIONS, INC.


By: /s/Patrick Herda                           By: /s/John Dempsey
   -----------------                               -------------------
   Patrick Herda                                   John Dempsey
   Title: President, CEO                           Title: V.P., CFO





Exhibit 10


                                License Agreement

         THIS  AGREEMENT  made to be  effective  March 15,  2005 by and  between
Nuclear Solutions, Inc., a corporation,  having a principal place of business at
1025 Connecticut Ave., Ste. 1000, Wash. D.C. 20036(hereinafter LICENSOR), and IP
Technology, a corporation, having a principal place of 407 Blumfield Dr., Unit 2
W. Berlin, NJ 08091 (hereinafter LICENSEE).

RECITALS

         WHEREAS, LICENSOR is the owner of certain intellectual property that is
patent pending entitled  SPECIFIC  DENSITY  DETECTOR which is more  specifically
described  in Exhibit  A,  attached  herein,  (hereinafter  "the  aforementioned
property"),  and LICENSOR  warrants that it has the right to grant a license for
the aforementioned property; and

         WHEREAS,  LICENSOR warrants that it has certain proprietary information
(hereinafter   KNOW-HOW)   associated  with   commercial   exploitation  of  the
aforementioned property;

         WHEREAS,  LICENSEE  has  requested  LICENSOR to grant a license for the
right to the preferred purchase and resale rights of the aforementioned property
to all  police  and  fire  agencies  in the  United  States  for the life of the
aforementioned property (hereinafter "Licensed Rights");

         WHEREAS,  there are more then 55,000 combined Police and Fire Districts
within the United States;

         WHEREAS,  a prototype  of the  aforementioned  property is still in the
process of being produced;

         WHEREAS, LICENSOR is willing to grant a license to the Licensed Rights;
and

         NOW  THEREFORE,  in  consideration  of the  premises  and of the mutual
covenants  and  obligations  set forth  herein,  LICENSOR and LICENSEE  agree as
follows:

ARTICLE 1 - DEFINITIONS

         The following  expressions,  as used in this Agreement,  shall have the
meanings set forth in this Article:

         1.1 LICENSED PATENT shall mean the aforementioned  property as shown in
Exhibit  A,  which  is  hereby  incorporated  by  reference,  and  any  reissue,
reexamination or extension thereof.

         1.2 LICENSED KNOW-HOW shall mean all proprietary information associated
with the  aforementioned  property,  including  but not limited to  selection of
materials and choice of methods of manufacture.

         1.3 LICENSED  PRODUCT shall mean the goods  comprising  LICENSED PATENT
and associated KNOW-HOW.

         1.4  LICENSED  PATENT AREA shall mean the United  States of America and
territories.

         1.5 LICENSED PATENT SCOPE shall mean all police and fire agencies.

         1.6  substantial  and continuing  infringement  of the LICENSED  PATENT
shall mean parties whom have refused to cease and desist unlawful activity after
having been provided notice and at least 10 days to comply.

         1.7 BEST  PRICING  shall mean the right to buy the product at the price
offered from either LICENSOR or any OTHER LICENSEE of LICENSOR at a rate that is
equal to or better then pricing offered to any other entity.  Such pricing shall
be set by LICENSOR at LICENSOR'S exclusive discretion.

         1.8  CLIENT  LISTS  shall  mean any  entity  or real  person  to whom a
licensed  product  has been used by,  sold to or  otherwise  disposed of with by
LICENSEE.

<PAGE>

ARTICLE 2 - LICENSE GRANT

         2.1 LICENSOR  hereby grants under the LICENSED  PATENT,  upon the terms
and  conditions set forth herein,  a personal,  exclusive,  though  transferable
right and license to LICENSEE,  with the right to  sub-license  according to the
provisions  contained  in Article 12, to make,  use, and sell any and all items,
products, materials, goods to LICENSED PATENT in the LICENSED PATENT AREA within
the LICENSED  PATENT SCOPE for the term of this  Agreement and to have the right
to buy from  LICENSOR  the  LICENSED  PRODUCT  at BEST  PRICING.  The rights and
license granted herein are referred to hereinafter as the LICENSED RIGHTS.

         2.2 As noted above the  LICENSED  PATENT SCOPE is limited to police and
fire  agencies.  This term is  explained  herein to  specifically  excludes  ALL
federal agencies, all non-governmental  agencies and any entity not based within
the United  States and  territories,  even if said agency  functions  within the
United States and territories.

         2.3 Prior to any marketing of LICENSED  PRODUCT in the LICENSED  PATENT
AREA within the LICENSED PATENT SCOPE,  LICENSEE agrees to obtain, at LICENSEE's
own expense, (a) all applicable United States Consumer Product Safety Commission
approvals  regarding  the utility,  efficacy,  safety,  and labeling of LICENSED
PRODUCT,  (b) all  applicable  United  States Home Land  Security  approvals  in
respect to the sale and provisioning,  of LICENSED  PRODUCT,  by or on behalf of
LICENSEE,  and (c) all other governmental  approvals or registrations  (federal,
state, local or otherwise) needed.  LICENSEE further agrees to maintain current,
at  LICENSEE's  own expense,  all such  applicable  United  States  governmental
approvals  for  LICENSED  PRODUCT  marketed  by  LICENSEE  for the  term of this
Agreement.

         2.4 LICENSEE agrees to promptly provide to LICENSOR,  at LICENSEE's own
expense, in writing,  sufficient  evidence to establish,  to the satisfaction of
LICENSOR,  that all such  applicable  registrations  or  approvals by the United
States  governmental  authorities  have been  obtained  regarding  the  LICENSED
PRODUCT,  no less than sixty (60) days prior to the first  commercial  marketing
thereof by LICENSEE.

         2.5 LICENSEE agrees to promptly provide to LICENSOR,  at LICENSEE's own
expense,  in writing,  all sufficient  evidence as may be requested by LICENSOR,
that LICENSED  PRODUCT  marketed in the LICENSED PATENT AREA within the LICENSED
PATENT  SCOPE  during  the  term  of the  Agreement,  is  fully  covered  by all
applicable  governmental  registrations  and approvals,  including United States
Home Land  Security  approvals  as of the time such  evidence  is  requested  by
LICENSOR.

ARTICLE 3 - ROYALTIES

         3.1 LICENSEE recognizes the potential market value of LICENSED PRODUCT,
and in consideration of LICENSED PRODUCT represented in this Agreement, LICENSEE
shall pay to LICENSOR,  in  consideration  for the rights  provided in paragraph
2.1, a SIGNING  PAYMENT OF  $100,000  upon  execution  of this  Agreement.  This
SIGNING PAYMENT is creditable  against the total license payments.  This SIGNING
PAYMENT is not creditable against any royalty payments.

3.2      LICENSEE recognizes the potential market value of LICENSED PRODUCT, and
in  consideration of LICENSED  PRODUCT  represented in this Agreement,  LICENSEE
shall pay to LICENSOR,  in  consideration  for the rights  provided in paragraph
2.1,  a  Licensing  fee  of  Nine  Million  Seven-hundred  thousand  dollars  US
($9,700,000)  to be payable over 10 years on a quarterly  basis,  with a minimum
payment of  $242,500.00  per quarter,  first  payment due no later then June 30,
2005.

<PAGE>

         3.2(a) It is agreed by both parties that said  Licensing  Fee shall not
be used for executive compensation.

3.2 (b) LICENSEE recognizes the potential market value of LICENSED PRODUCT,  and
in  consideration of LICENSED  PRODUCT  represented in this Agreement,  LICENSEE
shall pay to LICENSOR,  in  consideration  for the rights  provided in paragraph
2.1, at the times and in the manner hereinafter provided, a royalty of 8% of the
gross sale price of LICENSED PRODUCT made,  used, sold or otherwise  disposed of
by LICENSEE in the LICENSED  PATENT AREA within the LICENSED  PATENT SCOPE.  The
royalty shall be computed on a monthly basis,  starting  within 90 days from the
date of the first sale.  All such  payments are to be received by LICENSOR  from
LICENSEE within 30 days after each calendar year quarter. Royalty payments shall
continue for the term of this agreement.

3.3      LICENSEE recognizes the potential market value of LICENSED PRODUCT, and
in  consideration of LICENSED  PRODUCT  represented in this Agreement,  LICENSEE
shall pay to  LICENSOR,  in  consideration  for  LICENSED  KNOW-HOW and LICENSED
PATENT,  LICENSEE hereby agrees to provide LICENSOR a perpetual royalty-free and
cost-free  license of any trademark  which appears on LICENSED  PRODUCT which is
owned,  licensed,  or has been otherwise  obtained lawfully by LICENSEE from any
third-party to this Agreement,  said perpetual license  continuing  whether this
Agreement is in effect, has been breached, or has been terminated.
         3.4 LICENSEE  shall provide to LICENSOR  every QUARTER YEAR, at no cost
to LICENSOR,  without the necessity of asking, a written report of all costs and
sales income.

         3.5 LICENSOR  acknowledges  and agrees that all patent  maintenance and
associated costs shall be born by LICENSOR.

3.6      LICENSOR has the right to prevent and/or terminate LICENSEE from making
sales and/or distributing  LICENSED PRODUCT should LICENSOR decide that LICENSED
PRODUCT is being associated in any way with illicit products,  companies, and/or
information.

         3.7 LICENSOR shall have the right to buy back from LICENSEE the License
granted  herein.  LICENSOR must provide  LICENSEE  sixty (60) days notice of its
intent  to buy back  said  license.  The cost to buy back the  license  shall be
pro-rated at a rate of 2.5% simple interest per month. LICENSOR may buy back the
license for the first three years of this agreement.

ARTICLE 4 - LIABILITIES AND INDEMNIFICATION

         4.1 LICENSEE  agrees to defend,  indemnify and hold  LICENSOR  harmless
against all losses,  claims,  damages, costs and expenses of any kind, including
reasonable attorneys' fees and disbursements, arising from the manufacture, use,
and/or sale of  LICENSED  PRODUCT in  LICENSED  PATENT AREA within the  LICENSED
PATENT SCOPE, including but not limited to product liability claims and the cost
of product recalls.

<PAGE>

         4.2 LICENSEE agrees to obtain  adequate  product  liability  insurance,
including  LICENSOR as named insured,  in an amount of coverage of not less than
$1,000,000  per incident  occurrence  and  $5,000,000  per  cumulative  incident
occurrence per year,  applicable to any acts relating to the LICENSED PRODUCT of
LICENSEE,  or the  manufacture,  use,  sale or  distribution  of  such  LICENSED
PRODUCT, and LICENSEE further agrees to maintain such adequate insurance for the
term of this  Agreement.  LICENSEE agrees to provide in writing a certificate of
such  insurance  to LICENSOR  at least  sixty (30) days prior to any  commercial
marketing of LICENSED PRODUCT.  In the event that such insurance coverage lapses
for any  reason,  LICENSEE  agrees to  provide  LICENSOR  at least 60 days prior
written notice of such lapse.

ARTICLE 5 - PRODUCT MARKETING

         5.1  LICENSEE  shall,  on each  package and unit of  LICENSED  PRODUCT,
include the following notice:

         "PATENTS PENDING WORLD WIDE"

         5.2 Should LICENSEE choose to employ any trademark on LICENSED PRODUCT,
LICENSEE  may do so as  long as  said  trademark  and  associated  packaging  is
approved by  LICENSOR.  LICENSEE  understands  that  LICENSOR  shall not approve
marketing that is related to illicit  activity,  in  contravention  of US law or
security and  determination  of said  trademark and packing to be solely made by
LICENSOR.

ARTICLE 6 - DISCLAIMERS AND POSTURE AS TO THIRD PARTIES

         6.1 LICENSOR  undertakes no obligation  under this  Agreement to render
any  assistance  to LICENSEE in respect to the obtaining or  maintaining  of any
registrations or approvals for the LICENSED PRODUCT.

         6.2 LICENSEE and LICENSOR shall promptly notify the other in writing of
any  suspected  infringement  or  suspected  violation of the right,  title,  or
interest of either of them in or to this  Agreement or any related  right,  when
such suspected infringement or suspected violation comes to the attention of the
party so discovering same. In no event, however,  shall any such notification be
construed as an admission  by the  notifying  party of the presence of an actual
infringement or actual violation.

         6.3 As to all  third  party  activity  which  may  fairly  be  called a
substantial  and continuing  infringement of the LICENSED PATENT or other rights
licensed by this Agreement,  or any related right,  LICENSEE shall institute and
diligently  prosecute,  at its own  sole  cost and  expense,  all  proper  legal
proceedings reasonably necessary to permanently terminate such infringement,  so
long as such  infringement  is occurring in the LICENSED  PATENT AREA within the
LICENSED PATENT SCOPE. Thus, LICENSEE shall have the initial opportunity to seek
to prevent  infringement and to file suit to stop any  infringement  that in its
opinion warrants such suit. LICENSEE may nonetheless make reasonable attempts at
settling any such litigation out of court. All such settlements must be approved
by LICENSOR, which approval shall not be unreasonably withheld.

<PAGE>

         6.4 If LICENSEE does not  institute  suit within  forty-five  (45) days
after it becomes  aware of  suspected  infringement  or  suspected  violation as
aforesaid,  or if  LICENSEE  fails to  diligently  prosecute  any such suit once
instituted,  LICENSOR shall then have the right to institute,  or continue, suit
against  the  alleged  wrong-doing  party,  and  may  join  LICENSEE  as a party
plaintiff if need be.

         6.5 As to all judgments or awards  rendered in favor of LICENSEE and/or
LICENSOR in any such proceedings,  the parties shall share in same in proportion
to their relative  expenditures  and losses for  instituting and maintaining the
legal proceeding in question.

         6.6 In no event shall the  presence of any  suspected  infringement  or
suspected violation as aforesaid,  or the presence of any litigation  instituted
by either party,  be cause for diminution or abeyance of any  obligation  coming
due for the time period in question.  In all such cases LICENSEE shall make full
and timely payment in the same manner as if no such infringement,  violation, or
litigation were present.

ARTICLE 7 - REPORTS AND RECORDS

7.1 LICENSEE  shall render to LICENSOR  within ninety (90) days after the end of
each QUARTER YEAR, a written  accounting of all product sales,  entities sold to
(including  entity  name,  contact  name,  address,  phone,  number  and type of
products sold and income per product) a written  accounting,  showing LICENSEE'S
computation  of royalties  due LICENSOR  during such  calendar  year month,  and
LICENSEE  shall  simultaneously  tender  payment by certified bank check of such
commissions.

         7.2 LICENSEE  shall keep full,  true and accurate books of accounts and
other records  containing all  particulars.  Within the period of this Agreement
and within two years after its  termination,  LICENSOR shall have,  once a year,
the right to have  itself,  another,  and/or  an  independent  certified  public
accountant inspect said books, records and all supporting data for not more than
three preceding years; provided, however, that LICENSOR, such other, and/or such
accountant  shall  keep  confidential  any  information   obtained  during  such
inspection, and shall report to LICENSOR only whether such books and records are
full, true and accurate in accordance with good business practice.  In the event
LICENSOR elects to have such  inspection  made by an independent  accountant who
normally  audits  LICENSEE's  books,  such  inspection  shall  be at  LICENSEE's
expense.  In no event shall LICENSEE refuse  inspection,  or object to LICENSOR,
another,  and/or an independent certified public accountant,  without sufficient
cause.

         7.3 LICENSEE'S  CLIENT LISTS shall be provided to LICENSOR on an annual
basis and shall be deemed to be jointly  owned by LICENSOR and  LICENSEE  during
the term of this agreement.  Upon termination of this agreement the CLIENT LISTS
shall be deemed to be solely owned by LICENSOR.

<PAGE>

ARTICLE 8 - QUALITY CONTROL

         8.1 From time to time throughout the term of this  Agreement,  LICENSOR
shall have the right to inspect  LICENSED  PRODUCT,  wherever  located,  for the
purpose of verifying  that the LICENSED  PRODUCT being produced is in compliance
with  quality  expectations  reasonable  to maintain  the  integrity of LICENSED
PRODUCT.  Such examinations shall be conducted not more often than thrice in any
calendar year and shall be conducted in such a manner as to not unduly interfere
with the  business  of  LICENSEE or other  entity at whose  inspection  is being
conducted.  Each  such  examination  may be by  LICENSOR  itself  or by any duly
authorized representative, and shall be at LICENSOR's own sole cost and expense.

         8.2 Notwithstanding the foregoing, nothing herein shall be construed to
make LICENSOR a guarantor of or otherwise  responsible for the design or quality
of any LICENSED PRODUCT.

ARTICLE 9 - DURATION AND TERMINATION

         9.1 Either party may terminate  this Agreement in the event of a breach
hereof  by the  other;  provided,  however,  that the party  breaching  shall be
notified in writing by the other party of such breach and shall have thirty (30)
days  from  the date of such  notification  within  which  to cure  the  breach.
Notwithstanding  the foregoing,  if within such thirty-day  period the allegedly
breaching  party  shall  notify the other in  writing  that such  allegation  is
disputed,  the running of said thirty-day period shall be stayed pending a final
determination on the question of the default in issue.

         9.2  Termination  of this Agreement by either party because of a breach
by the other  shall not  operate  as a waiver of any  failure  of said  other to
satisfy  all of its  liabilities  hereunder  arising  previous  to the  date  of
termination.

         9.2 (a) Breach by  LICENSEE - If  LICENSEE  fails to pay fees as agreed
herein and fails to cure after 30 days notice, LICENSEE shall forfeit all monies
paid to the date of the breach and in  consideration  of discounted price of the
licensing  agreement,  shall also be liable for the full licensing fee as stated
herein both as liquidated  damages and all  consideration  provided herein shall
return to LICENSOR with LICENSEE forfeiting all such consideration.

         9.2 (b) Breach by LICENSOR - Breach by the licensor shall be considered
a failure to maintain  the  intellectual  property  rights.  Such a failure,  by
operation of law only,  shall put the  aforementioned  property in to the public
domain allowing LICENSOR to continue selling LICENSED PRODUCT without paying any
additional fees other then those  necessary to buy said product.  LICENSOR shall
not have  any  additional  damages  of any sort  for any  other  breach.  If the
aforementioned  property does not go in to the public domain by operation of law
before the natural expiration of the patent LICENSOR shall be deemed to not have
breached this agreement. LICENSOR will still be required to provide BEST PRICING
if LICENSOR  continues  to sell  LICENSED  PRODUCT.  An  intentional  failure to
provide BEST PRICING will make  LICENSOR  liable for the  difference in pricing.
Such monies shall be paid out of any royalty  fees owed to LICENSOR  until paid.
Such a failure shall not be considered a breach.

<PAGE>

         9.3  Termination  of this  Agreement  will  automatically  occur at the
expiration of the aforementioned property by operation of law.

         9.4 In  the  event  of a  natural  disaster,  act  of  government,  war
condition, labor dispute, or other such cause beyond the parties' control, which
cause materially  affects the ability of either party to perform its obligations
hereunder,  any nonperformance resulting there from that might otherwise qualify
as a breach hereof shall be excused, but only during the time that the condition
in issue prevails and the hindered party makes prompt and reasonable  efforts to
resume its normal operations.  Notwithstanding the foregoing,  in the event that
said  nonperformance  lasts for a period of six (6) consecutive  months,  either
party  shall be free to  terminate  this  Agreement  upon thirty (30) days prior
written notice to the other.

         9.5 LICENSOR may terminate this  Agreement  immediately in the event of
1) the  bankruptcy or insolvency of LICENSEE;  2) the  appointment of a receiver
for all or any portion of LICENSEE's  assets; or 3) the making by LICENSEE of an
assignment for the benefit of creditors.

         9.6 This  Agreement  shall in no event be construed to be an assignment
to LICENSEE of the LICENSED PRODUCT.  Upon termination of this Agreement for any
reason  whatsoever,  all rights  granted  herein as to  LICENSED  PRODUCT  shall
immediately and automatically revert to LICENSOR as its sole property.

         9.7  Notwithstanding  any  other  provision  of  the  Agreement  to the
contrary, upon the termination of this Agreement,  Licensee shall have the right
to sell its inventory of LICENSED  PRODUCT then on hand;  provided that LICENSEE
1) keep records and make report to LICENSOR in accordance  with Article 7 above.
This right to sell said inventory shall exist no longer than a period of one (1)
year  running  from the date of said  termination.  Thereafter,  LICENSEE  shall
promptly  deliver to LICENSOR  all LICENSED  PRODUCTS  still on hand and not yet
sold, which LICENSED PRODUCTS shall be and become the sole property of LICENSOR.
Such  delivery  shall be  completely  free of charge to LICENSOR  (free of sales
price,  free of shipping  charges) if the  termination in issue occurred for any
reason other than LICENSOR's uncured breach of this Agreement.

         9.8 LICENSOR  shall have the right to terminate  this  agreement  after
having  given  LICENSEE 30 days notice of intent,  if LICENSEE has failed in its
obligation to pay the aforesaid licensing fee as agreed.

         9.9 The  words  "termination,"  "term,"  and the  like  are to be read,
except  where the contrary is  specifically  indicated,  as omitting  from their
effect the  following  rights and  obligations,  all of which shall  survive any
termination  to the degree  necessary to permit their  complete  fulfillment  or
discharge;  1) LICENSEE's obligation to pay licensing fee not yet paid as of the
date of  termination  (Article 3 above);  2)  LICENSEE's  obligation to maintain
records, make reports, and allow LICENSOR its one final audit (Article 7 above);
3) LICENSEE's  obligation  to defend and  indemnify  LICENSOR as to any claim or
cause of action otherwise LICENSEE's obligation hereunder (Article 4 and Article
6 above);  5) LICENSOR's  obligation to allow LICENSEE one (1) year within which
to sell off inventory existing on the date of termination (Paragraph 9.7 above).

<PAGE>

ARTICLE 10 - CONFIDENTIALITY CLAUSE

         10.1 LICENSEE accepts LICENSED  KNOW-HOW in confidence and acknowledges
that it is receiving  proprietary  information.  LICENSEE  will use and disclose
LICENSED  KNOW-HOW only  according to the  provisions  contained in item 10.2 of
this Article.

         10.2 LICENSEE will have all employees and others  granted access of the
LICENSED  KNOW-HOW  sign a  confidentiality  agreement to ensure the secrecy and
preservation of the LICENSED KNOW-HOW.

         10.3 LICENSEE will inform all  employees and others  granted  access of
the LICENSED KNOW-HOW of the confidential nature and the attendant  obligations,
such  that  LICENSEE  will  take  reasonable  precautions  to  protect  LICENSED
KNOW-HOW.

ARTICLE 11 - NOTICES

         Any notice or other  communication  referred  to herein or  relating to
this Agreement shall be sent by registered mail,  effective when received by the
party to whom  addressed,  and shall be  addressed  as  follows or to such other
address as the party affected may hereinafter  designate by written notice given
as provided herein:

         If to LICENSOR:


         If to LICENSEE:


ARTICLE 12 - ASSIGNMENT or SUB-LICENSE

         12.1 Except as otherwise expressly provided herein, this Agreement, and
any rights, obligations and responsibilities granted hereunder, may be assigned,
transferred,  conveyed, sub-licensed, or encumbered by LICENSEE with the written
consent of LICENSOR, such consent not to be unreasonably withheld.

ARTICLE 13 - WAIVER

         13.1 If any provision(s) of this Agreement is invalid or unenforceable,
or is declared  invalid by any tribunal of competent  jurisdiction or are deemed
unenforceable  under then current  applicable law, then such provisions shall be
deemed  automatically  modified to conform to the  requirements for validity and
enforceability  as declared at such time, and as so modified,  shall be deemed a
provision of this Agreement as though  originally  included herein. In the event
that the provision invalidated is of such nature that it cannot be modified, the
provision  shall be deemed  deleted from this  Agreement as though the provision
had never been included herein. In either case, the remaining provisions of this
Agreement shall remain in effect.

<PAGE>

ARTICLE 14 - ENTIRE UNDERSTANDING

         14.1  This  Agreement  constitutes  the  entire  understanding  between
LICENSOR  and  LICENSEE  with  respect to the  subject  matter  hereof and shall
supersede all previous communications,  representations or undertakings,  either
verbal or written, between LICENSOR and LICENSEE.

         14.2 No amendment or  modification  of this Agreement shall be valid or
binding  upon  the  party  against  whom  enforcement  of such  modification  or
amendment is sought, unless made in writing and signed by LICENSOR and LICENSEE.

ARTICLE 15 - PUBLICITY

         15.1  Except as  otherwise  provided  in Article 5,  LICENSEE  will not
originate any publicity,  news release, or other public announcements written or
oral, whether to the public press, stockholders, or any other person not a party
hereto,  relating  to  the  Agreement,  any  amendment  hereto,  or  performance
hereunder, without the prior written approval from LICENSOR.

ARTICLE 16 - GOVERNING LAW

         16.1 This  Agreement  shall be construed and  interpreted in accordance
with the laws of the District of Columbia.

ARTICLE 17 - RESOLUTION OF DISPUTE

         17.1 In the Event of a dispute  concerning this Agreement,  the parties
agree to use their best efforts to settle such dispute  without  resort to legal
action, but if such efforts are unavailing and resort must be had to the courts,
the parties further agree that the laws of the District of Columbia shall govern
the outcome of such dispute, shall be the sole place of venue for such disputes,
conflict of laws notwithstanding.

         17.2 Binding  Arbitration - All disputes  shall be submitted to binding
arbitration   in  accordance   with  the  rules  of  the  American   Arbitration
Association.

MISCELLANIOUS TERMS

         18.  If any  term or  provision  of this  Agreement  is  found  void or
contrary to law, such provision  shall be deemed  severable from the other terms
and provisions of this  Agreement,  and the remainder of this Agreement shall be
given effect as if the severed term was not included in this Agreement.

         18.1 The execution of this  Agreement by each Party shall indicate that
this Agreement conforms to each Party's understandings. It is further understood
and agreed that:

<PAGE>

         (a)      each  Party has read the terms of this  Agreement;  each Party
                  has had the  opportunity  to  consult  or has  consulted  with
                  counsel of their choice regarding this Agreement;

         (b)      each Party has been given a reasonable and  sufficient  period
                  of time in which to consider and execute this Agreement; and

         (c)      each  Party  has  entered  into  this  Agreement   freely  and
                  voluntarily  without  coercion or undue influence of any kind.

         (d)      this Agreement shall be deemed to have been drafted equally by
                  both Parties to this Agreement.

         (e)      each person  executing this Agreement  represents and warrants
                  that he or she has the  authority  and power to do so from the
                  Party on whose behalf he or she is executing.

         18.2  This  Agreement  may be  executed  by  the  Parties  in  separate
counterparts  and exchanged by facsimile  with the same effect as if all parties
had signed the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate as of the day and year first written above.


LICENSOR:                  Nuclear Solutions, Inc.          Date:  3-15-05
                                                                   -------

                           /s/ Patrick Herda
                           --------------------------------
                          (signature)


                           NOTARY: ________________________



LICENSEE:                  I.P. Technology Holding, Inc.    Date:  3-15-05
                                                                   -------

                           /s/ Joe Lyons
                           --------------------------------
                           (signature)


                           NOTARY:

                           /s/ Kathleen Calcagnini
                           --------------------------------

                           [Seal]
                           --------------------------------