U.S.
      Securities and Exchange Commission


Washington,
      D.C. 20549





FORM
      10-Q


(Mark
      One)





x
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934
                for the quarterly period ending June 30, 2008o
            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.)





5505
      Connecticut Ave NW, Suite 191 Washington, DC 20015


(Address
      of principal executive
      offices)           (Zip
      Code)





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







Indicate
      by check mark whether the registrant (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
xNo o





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definitions of “accelerated
      filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check
      one): Large accelerated filer


o,
      Accelerated filer o, Non-accelerated filer o,
      Smaller reporting company x





Indicate
      by check mark whether the registrant is a shell company (as defined by Rule
      12b-2 of the Exchange Act). Yes o No
x





APPLICABLE
      ON TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE
      YEARS





Indicate
      by check mark whether the registrant (1) filed all reports required to be filed
      by Section 13 or 15(d) of the Exchange Act subsequent to the distribution of
      securities under a plan confirmed by the court. Yes oNo o





APPLICABLE
      ONLY TO CORPORATE ISSUERS:




Indicate
      the number of shares outstanding of each of the issuer's classes of common
      stock, as of the latest practicable date. As of August 14, 2008 we had
      93,665,981 shares of common stock issued and outstanding.









Contents
            Page
                No.Part
                I – Financial Information
            3Item
                1.
            Financial
                Statements
            3Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            15Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk
            18Item
                4.
            Controls
                and Procedures
            18Part
                II – Other Information
            19Item
                1.
            Legal
                Proceedings
            19Item
                1A.
            Risk
                Factors
            19Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            20Item
                3.
            Defaults
                Upon Senior Securities
            20Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            20Item
                5.
            Other
                Information
            20Item
                6.
            Exhibits
            20Signatures
            21


2




PART
      I-FINANCIAL INFORMATION





**Item
      1.**  **Financial
      Statements**




NUCLEAR
          SOLUTIONS ,INC
 AND
          SUBSIDIARIES
 CONDENSED
          CONSOLIDATED BALANCE SHEETS
 June 30,
              
              December 31,2008
              
              2007(unaudited)ASSETSCurrent
                  assets:Cash
              
              $
              30,168
              
              $
              192,981Receivable
                  on sale of common stock
              
              
              72,700
              
              
              -Prepaid
                  expenses
              
              
              216,622
              
              
              112,900Total
                  current assets
              
              
              319,490
              
              
              305,881Property
                  and equipment, net of accumulated depreciationof
                  $30,105 and $28,019 as of June 30 2008 and December 31, 2007
                  respectively
              
              
              5,539
              
              
              7,625Other
                  assets
              
              
              100,724
              
              
              1,800Total
                  assets
              
              $
              425,753
              
              $
              315,306LIABILITIES
                  AND DEFICIENCY IN STOCKHOLDERS' EQUITYCurrent
                  liabilities:Accounts
                  payable and accrued expenses
              
              $
              4,702,559
              
              $
              3,938,962Accrued
                  executive compensation
              
              
              616,882
              
              
              995,112Convertible
                  notes payable - related parties, net of discount of
                  $18,110and
                  $5,115, as of June 30,2008 and December 31, 2007, respectively
              
              
              18,334
              
              
              45,885Convertible
                  notes payable - other, net of discount of $0 andand
                  $233,168, as of June 30,2008 and December 31, 2007, respectively
              
              
              39,000
              
              
              498,055Total
                  current liabilities
              
              
              5,376,775
              
              
              5,478,014Derivative
                  liability (Note 4)
              
              
              42,875
              
              
              13,311Total
                  liabilities
              
              
              5,419,650
              
              
              5,491,325Commitments
                  and contingenciesDeficiency
                  in stockholders' equityPreferred
                  stock, $0.0001 par value; 10,000,000 sharesauthorized,
                  no shares issued and outstanding
              
              
              -
              
              
              -Common
                  stock, $0.0001 par value; 100,000,000shares
                  authorized, 93,665,981 and 73,734,095 issued andoutstanding,
                  as of June 30,2008 and December 31,2007 respectively
              
              
              9,367
              
              
              7,374Additional
                  paid-in capital
              
              
              19,540,501
              
              
              16,802,581Deferred
                  equity based expense
              
              
              (1,194,858
              )
              
              (1,058,503
              )Accumulated
                  deficit
              
              
              (23,348,907
              )
              
              (20,927,471
              )Total
                  deficiency in stockholders' equity
              
              
              (4,993,897
              )
              
              (5,176,019
              )Total
                  liabilities and deficiency in stockholders' equity
              
              $
              425,753
              
              $
              315,306
  The
        accompanying notes are an integral part of the unaudited condensed consolidated
        financial statements.
  3
 NUCLEAR
              SOLUTIONS, INC.
 AND
              SUBSIDIARIES
 CONDENSED
              CONSOLIDATED STATEMENTS OF LOSSES
 (unaudited)
  For the Three Months Ended June 30,
                  
                  For the Six Months Ended June 30,2008
                  
                  2007
                  
                  2008
                  
                  2007Revenue
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  100,000Executive
                      compensation
                  
                  
                  171,563
                  
                  
                  13,750
                  
                  
                  237,917
                  
                  
                  27,500Consulting
                  
                  
                  580,725
                  
                  
                  755,009
                  
                  
                  1,211,046
                  
                  
                  1,487,062Legal
                      and professional fees
                  
                  
                  187,675
                  
                  
                  171,532
                  
                  
                  416,800
                  
                  
                  418,444General
                      and administrative expenses
                  
                  
                  33,292
                  
                  
                  39,670
                  
                  
                  109,045
                  
                  
                  80,897Depreciation
                      and amortization
                  
                  
                  858
                  
                  
                  1,656
                  
                  
                  2,086
                  
                  
                  3,324974,113
                  
                  
                  981,617
                  
                  
                  1,976,894
                  
                  
                  2,017,227Loss
                      from operations
                  
                  
                  (974,113
                  )
                  
                  (981,617
                  )
                  
                  (1,976,894
                  )
                  
                  (1,917,227
                  )Other
                      Income(expenses)Interest
                      expense
                  
                  
                  (185,378
                  )
                  
                  (160,377
                  )
                  
                  (437,978
                  )
                  
                  (200,936
                  )Change
                      in fair value of derivative liability
                  
                  
                  (4,400
                  )
                  
                  (31,670
                  )
                  
                  (6,564
                  )
                  
                  (72,620
                  )Loss
                      before provision for income taxes
                  
                  
                  (1,163,891
                  )
                  
                  (1,173,664
                  )
                  
                  (2,421,436
                  )
                  
                  (2,190,783
                  )Provision
                      for income taxes
                  
                  
                  -
                  
                  
                  -Net
                      loss
                  
                  $
                  (1,163,891
                  )
                  $
                  (1,173,664
                  )
                  $
                  (2,421,436
                  )
                  $
                  (2,190,783
                  )Basic
                      and diluted loss per share
                  
                  $
                  (0.01
                  )
                  $
                  (0.02
                  )
                  $
                  (0.03
                  )
                  $
                  (0.04
                  )Weighted
                      average number of common sharesoutstanding,
                      basic and diluted
                  
                  
                  88,449,446
                  
                  
                  58,150,890
                  
                  
                  84,119,971
                  
                  
                  56,186,115
 The
          accompanying notes are an integral part of the unaudited condensed consolidated
          financial statements.
 4
 NUCLEAR
          SOLUTIONS, INC
 AND
          SUBSIDIARIES
 CONDENSED
          CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
 FOR
          THE
          PERIOD JANUARY 1, 2008 TO JUNE 30, 2008
 (unaudited)
  Total DeficiencyCommon Stock
                
                Additional
                
                Deferred Equity
                
                Accumulated
                
                in Stockholders'Shares
                
                Amount
                
                Paid - In Capital
                
                Based Expense
                
                Deficit
                
                EquityBalance
                    January 1, 2008
                
                
                73,734,095
                
                $
                7,374
                
                $
                16,802,581
                
                $
                (1,058,503
                )
                $
                (20,927,471
                )
                $
                (5,176,019
                )Shares
                    issued for services
                
                
                1,495,440
                
                
                149
                
                
                477,269
                
                
                -
                
                
                -
                
                
                477,418Shares
                    issued for accrued expenses
                
                
                1,299,446
                
                
                130
                
                
                535,870
                
                
                -
                
                
                -
                
                
                536,000Shares
                    issued for payment of debt and Interest
                
                
                17,137,000
                
                
                1,714
                
                
                1,539,781
                
                
                -
                
                
                -
                
                
                1,541,495Beneficial
                    conversion feature
                
                
                -
                
                
                -
                
                
                185,000
                
                
                -
                
                
                -
                
                
                185,000Deferred
                    compensation
                
                
                -
                
                
                -
                
                
                -
                
                
                (1,245,668
                )
                
                -
                
                
                (1,245,668
                )Amortization
                    of deferred compensation
                
                
                -
                
                
                -
                
                
                -
                
                
                1,109,313
                
                
                -
                
                
                1,109,313Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (2,421,436
                )
                
                (2,421,436
                )Balance
                    June 30, 2008
                
                
                93,665,981
                
                $
                9,367
                
                $
                19,540,501
                
                $
                (1,194,858
                )
                $
                (23,348,907
                )
                $
                (4,993,897
                )
 The
        accompanying notes are an integral part of the unaudited condensed consolidated
        financial statements.
  5
 NUCLEAR
            SOLUTIONS ,INC
 AND
            SUBSIDIARY
 CONDENSED
            CONSOLIDATED STATEMENT OF CASH FLOWS
 (unaudited)
  For The Six Months Ended June 30,2008
                  
                  2007CASH
                      FLOWS FROM OPERATING ACTIVITIES:Net
                      loss
                  
                  $
                  (2,421,436
                  )
                  $
                  (2,190,782
                  )Adjustments
                      to reconcile net loss to net cashused
                      in operating activities:Depreciation
                      and amortization
                  
                  
                  2,086
                  
                  
                  3,324Amortization
                      of debt discount - beneficial conversion feature ofconvertible
                      note and warrants
                  
                  
                  428,174
                  
                  
                  154,107Change
                      in fair value of derivative liability
                  
                  
                  6,564
                  
                  
                  72,620Stock
                      and warrants issued for services
                  
                  
                  1,606,071
                  
                  
                  2,668,857Changes
                      in operating assets and liabilities:Accounts
                      receivablePrepaid
                      Expenses
                  
                  
                  (123,146
                  )
                  
                  (105,800
                  )Other
                      Assets
                  
                  
                  (79,500
                  )
                  
                  7,500Accounts
                      payable and accrued expenses
                  
                  
                  64,957
                  
                  
                  (925,474
                  )Accrued
                      executive compensation
                  
                  
                  145,417
                  
                  
                  (16,280
                  )Net
                      cash used in operating activities
                  
                  
                  (370,813
                  )
                  
                  (331,928
                  )CASH
                      FLOWS FROM INVESTING ACTIVITIES:
                  
                  
                  -
                  
                  
                  -CASH
                      FLOWS FROM FINANCING ACTIVITIES:Proceeds
                      from issuance of debt
                  
                  
                  208,000
                  
                  
                  461,980Net
                      cash provided by financing activities
                  
                  
                  208,000
                  
                  
                  461,980Net
                      increase in cash
                  
                  
                  (162,813
                  )
                  
                  130,052Cash,
                      beginning of period
                  
                  
                  192,981
                  
                  
                  31,451Cash,
                      end of period
                  
                  $
                  30,168
                  
                  $
                  161,503Supplemental
                      disclosures:Cash
                      paid for:Interest
                  
                  $
                  -
                  
                  $
                  -Income
                      taxes
                  
                  $
                  -
                  
                  $
                  -Non-cash
                      investing and financial activities:Amortization
                      of debt discount - beneficial conversion feature ofconvertible
                      note and warrants
                  
                  $
                  428,174
                  
                  $
                  154,107Payment
                      of debt and interest with common stock
                  
                  $
                  925,808
                  
                  $
                  357,895Beneficial
                      conversion discount
                  
                  $
                  208,000
                  
                  $
                  420,871Payment
                      of accrued expenses with common stock
                  
                  $
                  1,059,647
                  
                  $
                  56,350
 The
          accompanying notes are an integral part of the unaudited condensed consolidated
          financial statements.
 6
  **NUCLEAR
        SOLUTIONS, INC.**
 **AND
        SUBSIDIARIES**
 
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 JUNE
        30,
        2008
 (Unaudited)
  **NOTE
        1 - ORGANIZATION AND NATURE OF OPERATIONS**
  Nuclear
        Solutions, Inc. ("the "Company") was organized February 27, 1997 under the
        laws
        of the State of Nevada, as Stock Watch Man, Inc. On September 12, 2001, the
        Company amended its articles of incorporation to change its name to Nuclear
        Solutions, Inc.
  On
        September 2, 2005 the Company formed a wholly owned subsidiary, Fuel Frontiers
        Inc., formally, Future Fuels, Inc., which has had minimal operations through
        June 30, 2008.
  On
        July
        31, 2006 the company formed a wholly owned subsidiary, Liquidyne Fuels, which
        has had no activity through June30, 2008.
  The
        unaudited condensed consolidated financial statements include the accounts
        of
        the Company and its subsidiaries. All significant intercompany transactions
        and
        balances have been eliminated in the consolidated financial
        statement.
  **Business:**
 
 Nuclear
        Solutions, Inc. is engaged in the research, development, and commercialization
        of innovative product technologies, which are generally early-stage, theoretical
        or commercially unproven. We operate a highly technical business and our
        primary
        mission is to develop advanced product technologies to address emerging market
        opportunities in the fields of homeland security, nanotechnology, and nuclear
        remediation.
  **Basis
        of Presentation**
 
 The
        accompanying unaudited condensed consolidated financial statements have been
        prepared in accordance with Regulation S-X promulgated by the Securities
        and
        Exchange Commission and do not include all of the information and footnotes
        required by generally accepted accounting principles in the United States
        for
        complete financial statements. In the opinion of management, these interim
        financial statements include all adjustments, which include only normal
        recurring adjustments, necessary in order to make the financial statements
        not
        misleading. The results of operations for such interim periods are not
        necessarily indicative of results of operations for a full year. The unaudited
        condensed consolidated financial statements should be read in conjunction
        with
        the audited consolidated financial statements and notes thereto of the Company
        and management's discussion and analysis of financial condition and results
        of
        operations included in the Company's Annual Report for the year ended December
        31, 2007 as filed with the Securities and Exchange Commission on Form
        10-K.
 
 **Business
        Concentration**
  For
        the
        six months ended June 30, 2007 we earned all of our revenue from one
        customer.
  7
  **NOTE
        2 - ACCOUNTING POLICIES AND PROCEDURES**
  **Revenue
        Recognition**
 
 Revenues
        are recognized in the period that services are provided. For revenue from
        product sales, the Company recognizes revenue in accordance with Staff
        Accounting Bulletin No. 104, Revenue Recognition ("SAB104"), which superceded
        Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements
        ("SAB101"). SAB 101 requires that four basic criteria must be met before
        revenue
        can be recognized: (1) persuasive evidence of an arrangement exists; (2)
        delivery has occurred; (3) the selling price is fixed and determinable; and
        (4)
        collectibility is reasonably assured. Determination of criteria (3) and (4)
        are
        based on management's judgments regarding the fixed nature of the selling
        prices
        of the products delivered and the collectibility of those amounts. Provisions
        for discounts and rebates to customers, estimated returns and allowances,
        and
        other adjustments are provided for in the same period the related sales are
        recorded. The Company defers any revenue for which the product has not been
        delivered or is subject to refund until such time that the Company and the
        customer jointly determine that the product has been delivered or no refund
        will
        be required. Payments received in advance are deferred.
  SAB
        104
        incorporates Emerging Issues Task Force 00-21 ("EITF 00-21"),
        Multiple-Deliverable Revenue Arrangements. EITF 00-21 addresses accounting
        for
        arrangements that may involve the delivery or performance of multiple products,
        services and/or rights to use assets. The effect of implementing EITF 00-21
        on
        the Company's consolidated financial position and results of operations was
        not
        significant.
  Licensing
        fee income generally is being recognized ratably over the term of the license.
        The Company's management has determined that the collectibility and length
        of
        time to collect the remaining contracted price due from its licensee can
        not be
        reasonably assured. Accordingly, revenues will be recognized as
        collected.
  **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
        June
        30, 2008 and 2007, the Company had 801,675 and 12,317,665 potentially dilutive
        securities, respectively.
  **Stock
        Based Compensation**
  The
        Company uses the fair value method for equity instruments granted to
        non-employees and uses the Black Scholes model for measuring the fair value.
        The
        stock based fair value compensation is determined as of the date of the grant
        or
        the date at which the performance of the services is completed (measurement
        date) and is recognized over the periods in which the related services are
        rendered.
 
 **Fair
        Value Accounting**
  In
        September 2006, the Financial Accounting Standards Board (“FASB”) issued FASB
        Statement No. 157, “Fair Value Measurements” (“FAS 157”). FAS 157 defines
        fair value, establishes a framework for measuring fair value in generally
        accepted accounting principles, and expands disclosures about fair value
        measurements. The provisions of FAS 157 were adopted January 1, 2008. In
        February 2008, the FASB staff issued Staff Position No. 157-2 “Effective
        Date of FASB Statement No. 157” (“FSP FAS 157-2”). FSP FAS 157-2 delayed
        the effective date of FAS 157 for nonfinancial assets and nonfinancial
        liabilities, except for items that are recognized or disclosed at fair value
        in
        the financial statements on a recurring basis (at least annually). The
        provisions of FSP FAS 157-2 are effective for the Company’s fiscal year
        beginning January 1, 2009.
  8
  FAS
        157
        establishes a fair value hierarchy that prioritizes the inputs to valuation
        techniques used to measure fair value. The hierarchy gives the highest priority
        to unadjusted quoted prices in active markets for identical assets or
        liabilities (Level 1 measurements) and the lowest priority to unobservable
        inputs (Level 3 measurements). The three levels of the fair value hierarchy
        under FAS 157 are described below:
  Level 1
              Unadjusted
                  quoted prices in active markets that are accessible at the measurement
                  date for identical, unrestricted assets or
                  liabilities;
  Level 2
              Quoted
                  prices in markets that are not active, or inputs that are observable,
                  either directly or indirectly, for substantially the full term
                  of the
                  asset or liability;
  Level 3
              Prices
                  or valuation techniques that require inputs that are both significant
                  to
                  the fair value measurement and unobservable (supported by little
                  or no
                  market activity).
  The
        following table sets forth the Company’s financial liabilities measured at fair
        value by level within the fair value hierarchy. As required by FAS 157, assets
        and liabilities are classified in their entirety based on the lowest level
        of
        input that is significant to the fair value measurement. The Company designates
        cash equivalents as Level 1. As of June 30, 2008, and December 31, 2007,
        the Company did not have any cash equivalents, therefore there were no assets
        measured at fair value.
 **Fair
                    Value at June 30, 2008****Total**
                
                **Level
                    1**
                
                **Level 2**
                
                **Level 3**Liabilities:Conversion
                    option liability
                
                $
                42,875
                
                $
                -
                
                $
                -
                
                $
                42,875
   The
        Company’s conversion option liability is valued using pricing models and the
        Company generally uses similar models to value similar instruments. Where
        possible, the Company verifies the values produced by its pricing models
        to
        market prices. Valuation models require a variety of inputs, including
        contractual terms, market prices, yield curves, credit spreads, measures
        of
        volatility, and correlations of such inputs. These financial liabilities
        do not
        trade in liquid markets, and as such, model inputs cannot generally be verified
        and do involve significant management judgment. Such instruments are typically
        classified within Level 3 of the fair value hierarchy.
 
 The
        table
        below sets forth a summary of changes in the fair value of the Company’s Level 3
        financial liabilities (detachable warrants and conversion option liabilities)
        for the six months ended June 30, 2008.
 
 Balance
                  at beginning of period
              
              $
              13,311Additions
                  to derivative instruments
              
              
              23,000Change
                  in fair value of conversion option
              
              
              6,564Balance
                  at end of period
              
              $
              42,875
  The
        total
        amount of the changes in fair value for the period was included in net loss
        as a
        result of changes in the Company’s stock price from December 31,
        2007.
  In
        February 2007, the FASB issued FASB Statement No. 159, “The Fair Value
        Option for Financial Assets and Financial Liabilities” (“FAS 159”). FAS 159
        permits entities to choose to measure many financial instruments and certain
        other items at fair value, with the objective of improving financial reporting
        by mitigating volatility in reported earnings caused by measuring related
        assets
        and liabilities differently without having to apply complex hedge accounting
        provisions. The provisions of FAS 159 were adopted January 1, 2008. The
        Company did not elect the Fair Value Option for any of its financial assets
        or
        liabilities, and therefore, the adoption of FAS 159 had no impact on the
        Company’s consolidated financial position, results of operations or cash
        flows.
  9
  **New
        Accounting Pronouncements**
  In
        March
        2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
        and Hedging Activities,” which changes the disclosure requirements for
        derivative instruments and hedging activities. SFAS No. 161 requires enhanced
        disclosures about (a) how and why an entity uses derivative instruments,
        (b) how
        derivative instruments and related hedged items are accounted for under SFAS
        No.
        133, “Accounting for Derivative Instruments and Hedging Activities” and its
        related interpretations, and (c) how derivative instruments and related hedged
        items affect an entity’s financial position, financial performance, and cash
        flows. This statement’s disclosure requirements are effective for fiscal years
        and interim periods beginning after November 15, 2008. The Company is currently
        evaluating the future impacts and disclosures of this standard.
 
 In
        May
        2008, the FASB issued FAS No. 162 “The Hierarchy of Generally Accepted
        Accounting Principles” (“FAS 162”). FAS 162 identifies the sources of
        accounting generally accepted accounting principles in the United States.
        FAS 162 is effective sixty days following the SEC’s approval of PCAOB amendments
        to AU Section 411, “The Meaning of ‘Present fairly in conformity with generally
        accepted accounting principles’“. The Company is currently evaluating the
        potential impact, if any, of the adoption of FAS 162 on its consolidated
        financial statements.
 
 **NOTE
        3 - GOING CONCERN**
  The
        accompanying unaudited condensed consolidated 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 unaudited condensed consolidated
        financial statements, the Company has a net loss of $2,421,436 for the six
        months ended June 30, 2008, and a working capital deficiency of $5,057,285
        and a
        stockholders' deficiency of $4,993,897 at June 30, 2008. 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 unaudited condensed consolidated financial statements do not
        include any adjustments that might be necessary if the Company is unable
        to
        continue as a going concern.
  The
        Company is actively pursuing additional equity financing through discussions
        with investment bankers and private investors. There can be no assurance
        the
        Company will be successful in its effort to secure additional equity
        financing.
  If
        operations and cash flows continue to improve through these efforts, management
        believes that the Company can continue to operate. However, no assurance
        can be
        given that management's actions will result in profitable operations or the
        resolution of its liquidity problems.
  The
        Company's existence is dependent upon management's ability to develop profitable
        operations and resolve its liquidity problems. Management anticipates the
        Company will attain profitable status and improve its liquidity through the
        continued developing, marketing and selling of its services and additional
        equity investment in the Company. The accompanying financial statements do
        not
        include any adjustments that might result should the Company be unable to
        continue as a going concern.
 
 10
 
 **NOTE
        4 - CONVERTIBLE DEBT**
  Notes
        payable at June 30, 2008 and December 31, 2007:
 
 June 30,
              
              December 31,2008 (unaudited)
              
              2007Denise
                  Barbato, bearing interest at 10% per year, convertible into common
                  stock
                    at $0.084 per share. The note is payable on December 31,
                  2008
              
              $
              —
              
              $
              34,723Denise
                  Barbato, bearing interest at 10% per year, convertible into common
                  stock
                    at $0.084 per share. The notes are payable on December 31,
                  2008
              
              
              —
              
              
              696,500Global
                  Atomic Inc. demand note payable to related party at 10% per year,
 
                  convertible into common stock at $1.00 per share
              
              
              4,000
              
              
              4,000International
                  Fission demand note payable to related party at 10% per year,  
                  convertible into common stock at $1.00 per share
              
              
              15,000
              
              
              15,000Jackie
                  Brown, demand note payable to related party, non -interest bearing,
 
                  convertible into common stock at $1.00 per share
              
              
              20,000
              
              
              20,000John
                  Powers note, convertible into common stockAt
                  a 50% discount to market; interest rate 14%; maturity June 4,
                  2009
              
              
              13,444
              
              
              12,000John
                  Powers note, convertible into common stockAt
                  a 50% discount to market; interest rate 14%; maturity March 17,
                  2009
              
              
              8,000
              
              
              12,000John
                  Powers note, convertible into common stockAt
                  a 50% discount to market; interest rate 14%; maturity April 25,
                  2009
              
              
              15,000
              
              
              —Total
                  notes payable
              
              
              75,444
              
              
              782,223Less:
                  current portion
              
              
              (75,444
              )
              
              (782,223
              )Balance
                  notes payable (long term portion)
              
              $
              —
              
              $
              —
  During
        March 2008 the Company received advances from Denise Barbato in the amount
        of
        $50,000. The advances are convertible into common stock at the rate of $0.084
        per share and are due on December 31, 2008. Since the advances are convertible
        at a discount to market, the Company has recorded a debt discount related
        to the
        beneficial conversion feature in the amount of $50,000, based on the proceeds
        received. The discount has been fully expensed at June 30, 2008, since the
        debt
        was settled through the issuance of common stock on April 27, 2008.
 
 During
        the three months ended March 31, 2008 the Company issued an aggregate of
        8,887,000 shares of common stock as payment of $737,221 of principle and
        $9,287
        of accrued interest to Denise Barbato.
  11
  During
        April 2008 the Company issued an aggregate of 2,134,524 shares of common
        stock
        as payment of $179,002 of principle and $298 of accrued interest to Denise
        Barbato.
  On
        March
        17, 2008 the Company received $8,000 pursuant to a promissory note payable
        to
        John Powers, a director, bearing interest at 14% per year and maturing on
        March
        17, 2009. The note is convertible into common stock at the rate of 50% of
        market
        value. We have recorded a debt discount related to the beneficial conversion
        feature in the amount of $8,000, based on the proceeds received. The discount
        is
        being amortized over the term of the debt, through March 17, 2009.
  The
        embedded conversion option related to the Powers note is accounted for under
        EITF issue No. 00-19. We have determined that the embedded conversion option
        is
        a derivative liability. Accordingly, the embedded conversion option will
        be
        marked to market through earnings at the end of each reporting period. The
        conversion option is valued using the Black-Scholes valuation
        model.
  On
        April
        25, 2008 the Company received $15,000 pursuant to a promissory note payable
        to
        John Powers, a director, bearing interest at 14% per year and maturing on
        April
        25, 2009. The note is convertible into common stock at the rate of 50% of
        market
        value. We have recorded a debt discount related to the beneficial conversion
        feature in the amount of $15,000, based on the proceeds received. The discount
        is being amortized over the term of the debt, through April 25,
        2009.
  The
        embedded conversion option related to the Powers note is accounted for under
        EITF issue No. 00-19. We have determined that the embedded conversion option
        is
        a derivative liability. Accordingly, the embedded conversion option will
        be
        marked to market through earnings at the end of each reporting period. The
        conversion option is valued using the Black-Scholes valuation model.
 
 For
        the
        three months ended June 30, 2008 and 2007, the Company reflected a charge
        of
        $4,400 and $31,670, respectively, representing the change in the value of
        our
        embedded conversion options during the periods.
 
 For
        the
        six months ended June 30, 2008 and 2007, the Company reflected a charge of
        $6,564 and $72,760, respectively, representing the change in the value of
        our
        embedded conversion options during the periods.
 
 For
        the
        three months ended June 30, 2008 and 2007, the Company reflected a charge
        of
        $183,584 and $134,476, respectively, representing the amortization of debt
        discount as interest expense during the periods.
 
 For
        the
        six months ended June 30, 2008 and 2007, the Company reflected a charge of
        $428,174 and $154,107, respectively, representing the amortization of debt
        discount as interest expense during the periods.
 
 **NOTE**  **5**  **-
        STOCKHOLDER'S EQUITY**
  The
        Company is authorized to issue 100,000,000 shares of common stock with $0.0001
        par value per share. As of June 30, 2008 and December 31, 2007 and 2006,
        the
        Company has issued and outstanding 93,665,981 and 73,734,095 shares of common
        stock, respectively.
 
 During
        the six months ended June 30, 2008 the Company issued an aggregate of 1,495,440
        shares of common stock, valued at $477,418, for consulting
        services.
  During
        the six months ended June 30, 2008 the Company issued 1,299,447 shares as
        payment of expenses accrued at December 31, 2007 in the amount of
        $536,000.
  On
        June
        10, 2008 the Company issued 5,250,000 shares as payment of accrued executive
        compensation of $542,987. Of this amount, $523,647 was accrued at December
        31,
        2007.
  12
  During
        April 2008 we issued 865,476 shares to Denise Barbato for a price of $72,700.
        At
        June 30 we had not received payment for these shares and the receivable is
        recorded as a deduction from stockholders’ equity at June 30, 2008.
 
 During
        the six months ended June 30, 2008 the Company issued 11,021,524 shares of
        common stock as payment of $925,808 of principal and interest due to Denise
        Barbato.
 
 During
        the six months ended June 30, 2007 the Company issued an aggregate of 2,432,665
        shares of common stock, valued at $1,536,670, for consulting
        services.
  13
  During
        the six months ended June 30, 2007 the Company issued 74,718 shares as payment
        of expenses accrued at December 31, 2006 in the amount of $56,350
  During
        January 2007 the Company issued 2,125,000 shares of common stock as payment
        of
        $178,500 of principal and interest due to Denise Barbato.
  On
        June
        20, 2007 the Company issued 2,000,000 shares of common stock as payment of
        $147,601 of principle and $20,399 of accrued interest to Denise
        Barbato.
 
 During
        March 2007 the Company issued 25,000 shares of common stock as payment of
        $11,395 of principle and interest due to Long Lane Capital.


14





**Item
      2.**  **Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation**





When
      used
      in this Form 10-Q and in our future filings with the Securities and Exchange
      Commission, the words or phrases will likely result, management expects, or
      we
      expect, will continue, is anticipated, estimated or similar expressions are
      intended to identify forward-looking statements within the meaning of the
      Private Securities Litigation Reform Act of 1995. Readers are cautioned not
      to
      place undue reliance on any such forward-looking statements, each of which
      speak
      only as of the date made. These statements are subject to risks and
      uncertainties, some of which are described below. Actual results may differ
      materially from historical earnings and those presently anticipated or
      projected. We have no obligation to publicly release the result of any revisions
      that may be made to any forward-looking statements to reflect anticipated events
      or circumstances occurring after the date of such statements.





**Business
      Overview**




In
        July
        2007, The Board of Directors elected to focus the company exclusively on
        the
        production of synthetic fuels. All other Nuclear Solutions business units
        including those in technology development are being suspended while the company
        focuses its resources on developing the business objectives of its wholly
        owned
        subsidiary Fuel Frontiers, Inc.
 
 As
        previously disclosed in an 8-K filing, on July 23, 2008, Jack Young, 78,
        Vice
        President of Nuclear Solutions, Inc. and President of our subsidiary, Fuel
        Frontiers, Inc., tendered his resignation from both executive officer positions.
        He did not provide any details surrounding the reason for his resignation.
        Subsequently, on July 24, 2008, the board of directors appointed David C.
        Maland, 52, to succeed Mr. Young as President of Future Fuels, Inc. (FFI).
        Mr.
        Maland has been an independent business consultant for the last five
        years.
 
 On
        August
        4, 2008 The Company announced the appointment of Major General Lincoln Jones,
        III (USA Ret.), Mr. Dick Westfahl, and Mr. James McCulloch to a transitional
        advisory committee formed to identify and recommend candidates with a petroleum
        industry background for the position of President and CEO as well as other
        key
        senior management positions. In addition, this committee will make
        recommendations for guiding and financing the development of the company’s
        proposed coal-to-diesel projects in Kentucky.
 
 The
        transitional advisory committee reports to the Board of Directors and will
        provide guidance, advice, and planning assistance for the company’s
        coal-to-diesel projects and future projects to produce synthetic diesel from
        coal and other feedstocks, such as oil refinery waste, petroleum coke, and
        scrap
        tires.
 
 Each
        member of the transitional advisory committee will serve for a term of six
        months and will be compensated with 600,000 shares of Nuclear Solutions,
        Inc.
        common stock.
 
 Major
        General Lincoln Jones is Chairman of Worldwide Strategic Partners, Inc.,
        an
        energy consulting company. He was recently appointed to the Board of Directors
        of Global Resource Corporation, a publicly traded company that developed
        microwave technology for alternative fuel use. Major Jones retired from the
        Army
        as Deputy Commanding General U.S. Army V Corps, Germany where he was Deputy
        to
        the Former Secretary of State General Colin Powell. Following his Army career,
        General Jones was a key executive at Enron where he served as President of
        Enron
        Power Corp. (1991-98); Vice Chairman, Enron Europe (1996-98); and President,
        Enron Engineering & Construction (1993-96). During that time, he developed
        sixteen and operated eighteen power plants throughout the world. Since retiring
        from Enron in 1998, he has acted as a consultant for energy, military, and
        geopolitical issues.
 
 Mr.
        Dick
        Westfahl is a graduate of the U. S. Naval Academy, Annapolis, Maryland and
        the
        U.S. Naval Postgraduate School in Monterey, California with an M.S. in
        Oceanography. Mr. Westfahl has served as Managing Director of Enron Engineering
        and Construction Company (EECC) from 1997 to 2001. In this capacity he also
        served as Executive Vice President of National Energy Production Company
        (NEPCO). Prior to that position he was President of Raytheon Environmental
        Services Company, a subsidiary of Raytheon Engineers & Constructors Company;
        Regional Director of Business Development for Harding Lawson Associates,
        an
        environmental engineering and consulting firm; and Vice President-Deputy
        Manager
        of Stone & Webster Engineering Corporation. Mr. Westfahl is also an
        Executive Energy Consultant to Worldwide Strategic Partners since 2005, and
        is
        also currently President of Worldwide Capital Partners II, an energy consulting
        company. Mr. Westfahl is a retired U.S. Naval Officer with experience in
        various
        leadership positions for the U.S. Navy, including that of Commanding Officer
        of
        a nuclear submarine.
 
 15
 Mr.
        James
        McCulloch graduated from Tulane University in 1974 with a B.A. in Political
        Science, and from Tulane University School of Law in 1977 with a J.D. degree.
        He
        has been a frequent author and speaker on legal and insurance issues. Mr.
        McCulloch retired from Global Santa Fe Corporation, an international offshore
        drilling and energy services company, in December 2007 consequent with that
        company's merger with Transocean Corporation.  At the time of his
        retirement he served as Senior Vice President and General Counsel, an office
        to
        which he had been appointed in 1999, and had responsibility for all legal
        and
        risk management functions of the organization. Mr. McCulloch currently also
        serves as an advisory board member of Sunland Construction, Inc., a privately
        held company engaged in the construction of natural gas pipelines and the
        provision of complementary services to energy customers in the U.S.
 
 **Production
        of Ultra-Clean Synthetic Fuels through our subsidiary Fuel Frontiers,** **Inc.**
 
 The
        primary business of Fuel Frontiers, Inc. (FFI) is to plan, design, finance,
        construct, and operate multiple gas-to-liquid synthetic fuel synthesis
        facilities to transform virtually cost-free waste materials such as used
        tires,
        waste coal, solid and liquid municipal wastes, biomass, and other similar
        low-value societal refuse into high-value gas-to-liquid fuels such as
        ultra-clean diesel.
 
 Fuel
        Frontiers, Inc. (FFI) is focused on the production of ultra-clean GTL Diesel
        fuel. Management made a decision to concentrate on the market for ultra-clean
        GTL Diesel fuel due to the maturity and stability of the diesel market place
        and
        the greater certainties associated with distribution, integration, production
        costs and profit margins.
 
 Originally,
        our approach to the production of ultraclean synthetic fuel was highly focused
        on the utilization of virtually cost free waste materials as feedstock for
        our
        process. We believe our approach to the production of ultra-clean synthetic
        fuels is differentiated by our business model and technical approach. Our
        business model focuses on the flexibility to use virtually cost free waste
        materials some of which are renewable in combination with conventional feed
        stocks such as natural gas or petroleum coke, as opposed to other approaches
        which must lock in a certain type of homogeneous feedstock such as natural
        gas
        or coal by themselves. Our technical approach involves the use of a low-emission
        plasma processing system to convert the waste materials into synthesis gas
        which
        is then converted into a liquid fuel.
 
 Currently,
        we are focusing our efforts in the state of Kentucky, Muhlenberg County for
        our
        first coal to ultraclean diesel production facility. Over the next twelve
        months, we anticipate raising additional capital through debt, grants or
        equity
        financing to fund our development efforts in the state of Kentucky.
 
 We
        intend
        to build our facilities with modular expansion capability to allow for increased
        future production and/or gasification of additional or diverse feedstock
        (waste
        materials). As of the date of this report, we are working with Westinghouse
        Plasma Corporation and Shaw Group, Energy & Chemicals for
        design engineering, procurement, construction, and production operations
        for our
        renewable fuel projects currently in the planning stages. As a matter of
        policy
        and our business model, we intend to outsource engineering, procurement,
        construction as well as daily facility management and operations of any future
        facilities to qualified and experienced providers.
 
 **System
        Overview**
 
 The
        FFI
        approach for the production of ultra-clean diesel occurs in two stages. In
        the
        first stage the feedstock material is fed into a plasma processing system
        such
        as the Westinghouse Plasma Gasifier (WPG) which transforms the feedstock
        material into synthesis gas, which is composed of carbon, hydrogen and oxygen.
        The heart of Westinghouse’s Plasma Gasifier contains a plasma field that reaches
        temperatures up to 30,000 degrees Centigrade. The plasma breaks down feedstock
        materials--such as waste coal, used tires, wood wastes, raw sewage, municipal
        solid wastes, biomass, low-grade waste-coal, and other agricultural
        by-products--to their core elements in a clean and efficient manner which
        generates significant amounts of synthesis gas. Excess heat energy is removed
        from the resulting synthesis gas and recovered to generate electricity on-site
        which can be used to provide power to the system. The cooled synthesis gas
        is
        then refined for purity and passed to the second stage. In the second stage,
        the
        refined synthesis gas, which is composed primarily of carbon, hydrogen and
        oxygen, is converted into ultra-clean diesel though a modified Fischer-Tropsch
        gas-to-liquids synthesis process for diesel fuels. The process applies a
        metallic catalyst to chemically transform the synthesis gas into a liquid
        fuel
        which is then refined to fuel-grade standards. This approach is not entirely
        new; as early as 1936 in Germany similar technology was used with coal-produced
        synthesis gas to produce diesel and alcohols on a commercial scale. The FFI
        approach to ultra-clean synthetic fuel production differs from other approaches
        mainly because our system can utilize multiple feedstock materials that are
        normally difficult to utilize in a conventional gasifier. The ability to
        use
        waste materials is a benefit of a plasma processing system. The Westinghouse
        Plasma Gasifier has the proven capability to transform a wide variety of
        waste
        materials into the synthesis gas in an efficient and environmentally friendly
        manner.
 
 16
 In
        July
        2008, the company was informed by Kentucky officials associated with Muhlenberg
        County that the county allocated $625,000 from its coal severance fund towards
        engineering and development for our proposed Coal-to-Ultra-Clean Diesel
        production facility in Muhlenberg County, Kentucky.
 
 Over
        the
        next twelve months, we anticipate that FFI's development efforts will continue
        to focus on engineering plant designs as well as project development and
        financing. These elements will play critical roles in the establishment of
        FFI's
        waste-to-fuel projects. While we believe that the appropriate technologies
        for
        waste-to-synthetic fuels such as ultra-clean diesel are commercially available,
        there is, however, no guarantee that commercially available technologies
        will be
        appropriate in every instance for the production of fuels and any of FFI's
        proposed facilities. Moreover, there could be unexpected problems or delays
        in
        the funding, construction and operation of the facility. There is no guarantee
        that FFI will be successful in raising the capital required for this project
        through the underwriting of the bond authorization for which it has been
        approved. Over the next twelve months we anticipate that FFI will require
        a
        minimum of approximately $500,000 to sustain operations. We anticipate raising
        this money through debt and/or equity financing which may or may not result
        in
        substantial dilution, and/or increase the company's
        indebtedness.




**Results
      of Operations**




REVENUES:
        The Company reported revenues of $100,000 from our existing technology license
        agreement, for the six months ended June 30, 2007 as compared with revenues
        from
        continuing operations of $0 for the six months ended June 30, 2008. The increase
        in revenues is attributable to our policy of recognizing revenues on a cash
        basis. During the second quarter of 2007, we received and recognized $0 in
        revenue in the three months ended June 30, 2007.
 
 TOTAL
        COSTS AND EXPENSES: Total costs and expenses from continuing operations
        increased from $2,017,227 for the six months ended June 30, 2007 to $1,976,894
        for the six months ended June 30, 2008. The principal reason for this decrease
        was due to a decrease in consulting fees, and an increase in executive
        compensation.
 
 OPERATING
        EXPENSES: Operating expenses from continuing operations increased from
        $2,017,227 for the six months ended June 30, 2007 to $1,976,894 for the six
        months ended June 30, 2007. This decrease was primarily due to a decrease
        in
        consulting fees and an increase in Legal as stated above. Depreciation expense
        decreased for the first six months of 2008 versus the first six months of
        2007,
        decreasing from $3,324 for the six months ended June 30, 2007 to $2086, for
        the
        six months ended June 30, 2007. This slight decrease reflects no significant
        increase or decrease in depreciable assets for the respective
        periods.
 
 INTEREST
        EXPENSE: Interest expense increased from $200,936 for the six months ended
        June
        30, 2007 to $437,978 for the six months ended June 30, 2008. This increase
        is
        due primarily to increased debt to finance company operations.
 
 GENERAL
        AND ADMINISTRATIVE: General & Administrative expenses increased by $28,148
        during the six months ended June 30, 2008 to a total amount of $109,045 as
        compared to $80,897 for the six months ended June 30, 2007. The increase
        was due
        to increased travel and general business expenses.
 
 NET
        LOSS:
        The Company incurred a net loss of (2,421,436) for the six months ended June
        30,
        2008, compared with a net loss of ($2,190,783) for the three months ended
        June
        30, 2007, which reflects a year-to-year increase in the amount of loss for
        the
        period of $230,653. The principal reason for this increase was due to incurring
        more operating expenses as a result of increased business development
        activities.
 
 LIQUIDITY
        AND CAPITAL RESOURCES:
  As
        of
        June 30, 2008, we had a working capital deficit of $5,057,285 which compares
        to
        a working capital deficit of $ 5,130,196 as of June 30, 2007. As a result
        of our
        operating losses for the three month period ended June 31, 2008, we generated
        a
        cash flow deficit of $370,814 from operating activities. Cash flows used
        in
        investing activities was $0 during the period. Cash flows provided by financing
        activities were $208,000 on proceeds from short-term notes
        payable.





Additional
      financing will be required in order to meet our current and projected cash
      flow
      deficits from operations and development. We are seeking financing in the form
      of equity capital in order to provide the necessary working capital. There
      is no
      guarantee that we will be successful in raising the funds required. We intend
      to
      use the proceeds derived from revenues or financing to pay salaries, and general
      and administrative expenses to maintain the core operations of the
      company.  17


If
      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.


**New
        Accounting Pronouncements**
  In
        March
        2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
        and Hedging Activities,” which changes the disclosure requirements for
        derivative instruments and hedging activities. SFAS No. 161 requires enhanced
        disclosures about (a) how and why an entity uses derivative instruments,
        (b) how
        derivative instruments and related hedged items are accounted for under SFAS
        No.
        133, “Accounting for Derivative Instruments and Hedging Activities” and its
        related interpretations, and (c) how derivative instruments and related hedged
        items affect an entity’s financial position, financial performance, and cash
        flows. This statement’s disclosure requirements are effective for fiscal years
        and interim periods beginning after November 15, 2008. The Company is currently
        evaluating the future impacts and disclosures of this standard.
 
 In
        May
        2008, the FASB issued FAS No. 162 “The Hierarchy of Generally Accepted
        Accounting Principles” (“FAS 162”). FAS 162 identifies the sources of
        accounting generally accepted accounting principles in the United States.
        FAS 162 is effective sixty days following the SEC’s approval of PCAOB amendments
        to AU Section 411, “The Meaning of ‘Present fairly in conformity with generally
        accepted accounting principles’“. The Company is currently evaluating the
        potential impact, if any, of the adoption of FAS 162 on its consolidated
        financial statements.


**Item
      3. Quantitative and Qualitative Disclosures About Market
      Risk**





Cash
      and
      Cash Equivalents





We
      have
      historically invested our cash and cash equivalents in short-term, fixed rate,
      highly rated and highly liquid instruments which are reinvested when they mature
      throughout the year. Although our existing investments are not considered at
      risk with respect to changes in interest rates or markets for these instruments,
      our rate of return on short-term investments could be affected at the time
      of
      reinvestment as a result of intervening events. As of June 30, 2008, we had
      cash
      and cash equivalents aggregated $30,168





The
      Company does not issue or invest in financial instruments or their derivatives
      for trading or speculative purposes.  The operations of the Company are
      conducted primarily in the United States, and, are not subject to material
      foreign currency exchange risk. Although the Company has outstanding debt
      and related interest expense, market risk of interest rate exposure in the
      United States is currently not material.





Debt





The
      interest rate on our outstanding debt obligations are fixed and are not subject
      to market fluctuations. Some of our convertible debt may have its interest
      costs
      increased if the debt is converted into common stock because the conversion
      price is a function of the market price of our common stock.





**Item
      4. Controls and Procedures.**


Evaluation
        of and Report on Internal Control over Financial Reporting
 
 The
        Company carried out, under the supervision and with the participation of
        the
        Company’s management, including the Company’s Chief Executive Officer and the
        Company’s Chief Financial Officer, an evaluation of the effectiveness of the
        design and operation of the Company’s disclosure controls and procedures (as
        defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange
        Act
        of 1934, as amended).  Based on their evaluation, the Company’s Chief
        Executive Officer and its Chief Financial Officer concluded that, as of June
        30,
        2008, the Company’s disclosure controls and procedures were not effective
        because of the material weakness identified as of such date discussed below.
         Notwithstanding, the existence of the material weakness described below,
        management has concluded that the financial statements in this Form 10-Q
        fairly
        present, in all material respects, the Company’s financial position, results of
        operations and cash flows for the periods and dates presented.
 
 Management
        is responsible for establishing and maintaining adequate internal control
        over
        financial reporting of the Company. Management, with the participation of
        our
        principal executive officer and principal financial officer, has evaluated
        the
        effectiveness of our internal control over financial reporting as of June
        30,
        2008 based on the criteria established in Internal Control - Integrated
        Framework issued by the Committee of Sponsoring Organizations of the Treadway
        Commission. Based on that evaluation, they concluded that, during the period
        covered by this report, such internal controls and procedures were not effective
        to detect the inappropriate application of US GAAP rules as more fully described
        below. This was due to deficiencies that existed in the design or operation
        of
        our internal control over financial reporting that adversely affected our
        internal controls and that may be considered to be material weaknesses.
 
 The
        matters involving internal controls and procedures that the Company’s management
        considered to be material weaknesses under the standards of the Public Company
        Accounting Oversight Board were:
 
 As
        defined by Auditing Standard No. 5, "An Audit of Internal Control Over
        Financial Reporting that is Integrated with an Audit of Financial Statements
        and
        Related Independence Rule and Conforming Amendments," established by the
        Public
        Company Accounting Oversight Board ("PCAOB"), a material weakness is a
        deficiency or combination of deficiencies that results more than a remote
        likelihood that a material misstatement of annual or interim financial
        statements will not be prevented or detected. In connection with the assessment
        described above, management identified the following control deficiencies
        that
        represent material weaknesses as of April 30, 2008:
 
 18
 (1)
        Lack
        of an independent audit committee. We do not have an independent audit
        committee. We have never named an audit committee financial expert. It is
        our
        intension to establish an audit committee of the board and obtain a financial
        expert on our audit committee when we have sufficient capital resources and
        working capital to attract qualified independent directors and to maintain
        such
        a committee.
 
 (2)
        Inadequate staffing and supervision within our bookkeeping operations. The
        relatively small number of employees who are responsible for bookkeeping
        functions prevents us from segregating duties within our internal control
        system. The inadequate segregation of duties is a weakness because it could
        lead
        to the untimely identification and resolution of accounting and disclosure
        matters or could lead to a failure to perform timely and effective reviews.
        During the quarter ending June 30, 2008, we had only three persons, two of
        which
        were executive officers, that performed nearly all aspects of our financial
        reporting process, including, but not limited to, access to the underlying
        accounting records and systems, the ability to post and record journal entries
        and responsibility for the preparation of the financial statements. This
        provides for a lack of review over the financial reporting process that may
        result in a failure to detect errors in spreadsheets, calculations, or
        assumptions used to compile the financial statements and related disclosures
        as
        filed with the SEC.
 
 (3)
        Insufficient number of independent directors. At the present time, our Board
        of
        Directors does not consist of a majority of independent directors, a factor
        that
        is counter to corporate governance practices as set forth by the rules of
        various stock exchanges.
  Our
        management determined that these deficiencies described above constituted
        material weaknesses. Due to a lack of financial and personnel resources,
        we are
        not able to, and do not intend to, immediately take any action to remediate
        these material weaknesses. We will not be able to do so until, if ever, we
        acquire sufficient financing and staff to do so. We will implement further
        controls as circumstances, cash flow, and working capital permit.
        Notwithstanding the assessment that our ICFR was not effective and that there
        were material weaknesses as identified in this report, we believe that our
        consolidated financial statements contained in our Quarterly Report on
        form 10-Q for the fiscal quarter ending June 30, 2008, fairly present our
        financial position, results of operations and cash flows for the years covered
        thereby in all material respects.
  This
        report does not include an attestation report of the company's registered
        public
        accounting firm regarding internal control over financial reporting.
        Management's report was not subject to attestation by the company's registered
        public accounting firm pursuant to temporary rules of the SEC that permit
        the
        company to provide only management's report in this annual report.


Changes
      in Internal Control over Financial Reporting





There
      was
      no change in our internal controls over financial reporting identified in
      connection with the requisite evaluation that occurred during our last fiscal
      quarter that has materially affected, or is reasonably likely to materially
      affect, our internal control over financial reporting.





Limitations.





Our
      management, including our Principal Executive Officer and Principal Financial
      Officer, does not expect that our disclosure controls or internal controls
      over
      financial reporting will prevent all errors or all instances of fraud. A control
      system, no matter how well designed and operated, can provide only reasonable,
      not absolute, assurance that the control system's objectives will be met.
      Further, the design of a control system must reflect the fact that there are
      resource constraints, and the benefits of controls must be considered relative
      to their costs. Because of the inherent limitations in all control systems,
      no
      evaluation of controls can provide absolute assurance that all control issues
      and instances of fraud, if any, within our company have been detected. These
      inherent limitations include the realities that judgments in decision-making
      can
      be faulty, and that breakdowns can occur because of simple error or mistake.
      Controls can also be circumvented by the individual acts of some persons, by
      collusion of two or more people, or by management override of the controls.
      The
      design of any system of controls is based in part upon certain assumptions
      about
      the likelihood of future events, and any design may not succeed in achieving
      its
      stated goals under all potential future conditions. Over time, controls may
      become inadequate because of changes in conditions or deterioration in the
      degree of compliance with policies or procedures. Because of the inherent
      limitation of a cost-effective control system, misstatements due to error or
      fraud may occur and not be detected.





PART
      II-OTHER INFORMATION




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





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





**Item
      1A.**  **Risk
      Factors**





There
      have been no material changes from risk factors disclosed in our annual report
      on Form 10-K for the year ended December 31, 2007.


19


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




On
      June
      10, 2008, The Company issued 5,250,000 common shares in exchange for full
      satisfaction of a debt of $542,987 owed and payable to I.P. Technology Holding,
      Inc. pursuant to the IPTH contract modification agreement dated
      1-10-06.





We
      believe the securities issued above were issued in a private transaction
      pursuant to Section 4(2) of the Securities Act of 1933, as amended, (the
“Securities Act”). These shares are considered restricted securities and may not
      be publicly resold unless registered for resale with appropriate governmental
      agencies or unless exempt from any applicable registration
      requirements.





**Item
      3.**  **Defaults
      upon Senior Securities.** None.





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





No
      matter
      was submitted to a vote of the security holders, through the solicitation of
      proxies or otherwise, during the quarter of the fiscal year covered by this
      report.





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





None.





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





(a)
      Exhibits





Exhibit
                No.
            Description31.1
            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.


20


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
      August 15, 2008





NUCLEAR
      SOLUTIONS, INC.





By:
            /s/Patrick
                Herda
            
            By:
            /s/Kenneth
                FaithPatrick
                Herda
            
            
            Kenneth
                FaithTitle:
                President, CEO
            
            
            Title:
                CFO


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