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

FORM  10-QSB
(Mark  One)

QUARTERLY  REPORT UNDER  SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
1934 For the quarterly period ending September 30, 2003


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.)



1050 Connecticut Ave., N.W. Ste.1000, Washington,D.C.                  20036
-----------------------------------------------------               -----------
(Address of principal executive offices)                             (Zip Code)



                   Issuer's telephone number, (202) 772-3133
                  -------------------------------------------



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    No
                                                 ---   ---

     Applicable on to corporate issuers


     State the number of shares  outstanding  of each of the  issuer's  class of
common equity, as of September 30, 2003: 26,603,250

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

<PAGE>






PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements.................................
          Independent Accountants Review Letter................
          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.   Changes in 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 and Reports on Form 8-K......................

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


NUCLEAR SOLUTIONS, INC.
FORM 10-QSB


PART I-FINANCIAL INFORMATION

Item 1.  Financial Statements.  (Unaudited)

As  prescribed  by Item 310 of  Regulation  S-B,  the  independent  auditor  has
reviewed these unaudited interim financial  statements of the registrant for the
three months ended  September  30, 2003.  The financial  statements  reflect all
adjustments  which  are,  in the  opinion  of  management,  necessary  to a fair
statement  of the  results  for the  interim  period  presented.  The  unaudited
financial  statements  of  registrant  for the three months ended  September 30,
2003, follow.

[INSERT FINANCIAL STATEMENTS]


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


Plan of Operation

Introduction

Nuclear  Solutions,  Inc. is a  development  stage  nuclear  technology  company
engaged in research and development,  organizational  efforts,  raising capital,
and  commercialization  of  theoretical,  commercially  unproven and development
stage technologies.

The   company   endeavors   to   develop,   license,   or   acquire   innovative
nuclear-oriented   technologies   through   internal   development  and  through
association with outside research and development organizations.

The company researches, identifies, screens, and evaluates selected technologies
as to their potential for  development  into unique  proprietary  solutions that
have  the  potential  to  be  price-and  performance-competitive  in  particular
marketplaces.

Technologies identified as viable are intended to be developed to the point that
they may be licensed,  joint-ventured,  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  under  contract,
technical facilities and capabilities of appropriate outside laboratories.

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

     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.


Project  implementation,   manufacturing,   end-user  marketing  activities  and
deployment  of our  technologies  are  intended to be carried out by  licensees,
joint-venture  partners, and other industrial and government entities. We intend
to  generate  revenue  from the  licensure,  sale  and  other  usage  agreements
associated with our technologies.


<PAGE>

Technology Development Areas:

     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 (radio isotope micro power sources).

     Tritiated Water Remediation (TWR)

     Our TWR  program  is  aimed  at the  development  of a  technology  for the
     remediation  of tritium  contaminated  water.  The target  markets are U.S.
     government and the nuclear power industry

     Nuclear Material Detection

     We have  initiated  a program  to  develop  specialized  sensors to detect,
     identify and  localize  special  nuclear  materials.  The target  market is
     homeland security.

     Laser Nano-Machining System:

     The Laser  nano-machining  technology  focuses  on system  integration  and
     marketing of a laser machining system capable of machining  features in the
     nanometer range. The target markets are companies requiring  manufacture of
     specialized micro-machined components.

     Gamma Laser System-photonuclear transmutation

     This  technology is focused on the  development of a  high-intensity  gamma
     laser as the driving element of a photonuclear  transmutation  reactor. The
     target market for this  technology  would be the nuclear waste  remediation
     industry.


The  company's  plan of  operation  for  the  next  twelve  months  is to  raise
additional money, continue to identify,  evaluate, research, screen, and develop
innovative nuclear  technologies as resources allow. Some of the technologies we
evaluate  originate through our own efforts and others are acquired from outside
researchers  and  institutions.  We have limited cash available for  operations.
Management favors assigning most of the company  resources towards  technologies
which have the  potential for revenue  generation in three years or fewer.  From
time-to-time,  in the interest of diversity,  the company will evaluate  certain
non-nuclear technologies that relate to its main areas of interest.

The criteria used in the selection of  technologies  is based on evaluating  the
commercial  potential  of a  technological  idea and  assessing  the  additional
research and development investment required to bring it to a point where it may
be commercially exploited within three years(near-term commercialization).

The company mainly  assigns  resources to  technologies  that meet our near-term
commercialization  benchmarks.  Selected  technologies  that  do  not  meet  our
short-term criteria are allocated resources as determined by management and will
be developed as long-term projects.  Projects that management believes will take
longer than five years to reach the point of commercial readiness are considered
long-term projects.

<PAGE>


All technologies  selected by the company will be developed as compartmentalized
projects.

The company intends to generate revenues from joint-ventures, licensing fees, or
sales of individual technologies.  As one example, license arrangement employing
TWR  technology  to treat  stockpiles  of  nuclear  wastewater  may  consist  of
partnering  with  an  environmental   remediation  firm  that  would  acquire  a
technology  license to employ our  proprietary  process.  The licensee  would be
responsible  for equipment  manufacturing,  end-user  marketing,  and operation.
Revenue  for the  company  would be  generated  as a  function  of the  revenues
generated by the licensee.  Other examples would be: revenue realized for others
to  incorporate,  operate,  manufacture,  or sell  our  technology.  We may also
realize revenue from the outright sale of any technologies we are developing.

In February,  2003, the company opened a business  development office in Moscow.
The Moscow  office is staffed by our Director of Russian  business  development.
The Russian office is responsible for identifying licensable technologies and to
secure  additional   research  capacity  in  within  the  Russian  academic  and
scientific  establishment as the need arises. The main goal of the Moscow office
is to contract with qualified research facilities assess and additional business
opportunities through the Russian scientific and technical infrastructure.

We require additional  financing to continue our planned operations during 2003.
Management  believes  that it will be able to raise the  necessary  financing to
continue  planned  operations.  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 technologies to the marketplace.


                                Our Technologies

Nuclear Micropower Generation

We  are  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.  The target
markets  for this  technology  are the  nanotechnology,  aerospace  and  defense
industries.  The program is based on three U.S. Patents  (5,087,533;  6,118,204;
6,238,812), to which we have acquired license option rights.

Over the course of the next twelve  months,  we intend to further  evaluate  the
technology  and  negotiate  a joint  proposal  for  development  with a national
laboratory under a CRADA (Cooperative Research and Development Agreement) or WFO
(Work  for  Others)  agreement.  The cost to  develop  this  technology  will be
determined  upon  completion  of  specific  development  arrangements  with  the
selected laboratory.  We will need to raise additional money to fund development
of this  program and intend to seek  funding for this  project  from  government
sources. Although the nuclear micro-battery principle of operation was validated
by an outside laboratory,  this technology is a development stage technology. As
a development stage technology,  we cannot guarantee that it can be successfully
commercialized.

<PAGE>



Tritiated Water Remediation Project (TWR) (Formerly known as GHR)


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. In March of 2002, we initiated a program with the Institute
of Industrial  Mathematics Ltd. (1995) to develop and acquire rights to a method
of treating tritium isotope contaminated water, which we called GHR. The project
was terminated  recently by both parties and the mutual contractual  obligations
are in dispute. Management expects a satisfactory outcome.

We are  currently  developing  a  tritiated  water  remediation  method  using a
combination of in-house and external expertise.  We now refer to this technology
as TWR (tritiated water  remediation.) We have performed a patentability  search
on this new TWR  method.  Our  Patent  law firm has  concluded  that our  method
appears to have  patentable  novelty.  We are currently  drafting a U.S.  Patent
application and expect to obtain "Patent Pending" status in the near future.

Our updated development plan for TWR technology is as follows:


     1.)  Secure  intellectual  property  rights  through the filing of a patent
          application.
     2.)  Obtain outside technical  validation of the process  performance.
     3.)  Establish  a  partnership  for  commercialization  of  the  technology
          through licensing.


Our TWR development program is aimed at developing a tritiated water remediation
technology  that is  transportable  and modular.  The specific target market for
this technology is tritium  contaminated  water (tritiated  water) produced as a
by-product of nuclear complex activities. 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.

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.

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.


Nuclear Material Detection and Localization

The company has retained  scientific  expertise to assist in the  assessment and
development  of  technology  intended  for  the  detection,  identification  and
localization of special nuclear materials. The target market for this technology
is  homeland  security  and  defense.  This is  currently  a  development  stage
technology in the research phase.

<PAGE>




Long-Term Projects

Photonuclear Reactor System

This is currently a development stage technology in the research phase. Over the
course of the next year,  the  company  intends to continue  limited  conceptual
development  of a high  intensity  gamma laser system.  We believe it is the key
element in the development of a photonuclear  reactor system that may be able to
transmute  radioactive  materials into  non-radioactive  materials.  The primary
mechanism for the transmutation is based upon gamma-neutron  reactions.  Further
information on the transmutation mechanism is available in published U.S. Patent
Application  #20020169351.  This project is considered  long-term (a development
horizon greater than five years).

The development effort for the photonuclear  reactor over the next twelve months
will focus on limited  conceptual  research  and  development  of a gamma  laser
system.  The gamma  laser  concept  we are  exploring  may yield new  patentable
concepts  that  will  render  the  previously  licensed   technology   obsolete.
Development of this gamma laser system could have additional applications to the
defense and military sectors.

We have chosen to suspend MCNP code  development  work with Los Alamos  National
Laboratories on this project until the gamma laser system concept reaches a more
mature stage of development.


Risk Factors:

We may  incur  substantial  expenses  associated  with  the  development  of our
technologies.  The amount and type of expenses  incurred will vary  depending on
the  technology  being  developed.  We estimate  requiring  at least one million
dollars in operating  capital to sustain  operations at a reasonable  level over
the next twelve months.

We will need to raise additional money to our operations. 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.

We have not generated any revenue from  operations  since our inception,  and we
have not been  profitable  since our inception.  Although we believe that we may
recognize  revenues  during  the next  twelve  months  based on  expressions  of
interest from third  parties,  there can be no assurances as to when and whether
we will be able to  commercialize  our products and technologies and realize any
revenues. Our technologies have never been utilized on a commercial basis.

<PAGE>


We expect that we will  continue to generate  losses until at least such time as
we can  commercialize  our  technologies.  No assurance can be given that we can
complete the  development  of any technology or that, if any technology is fully
developed,  it can be manufactured and marketed on a commercially  viable basis.
Furthermore,  no assurance can be given that any technology  will receive market
acceptance.  Being a  development  stage  company,  we are  subject to all risks
inherent in the  establishment of a developing or new business.  Certain nuclear
technologies  we are  developing  may be  regulated  now or in the future by the
United States  Government and may subject to regulatory  requirements  or export
restrictions.  We are also subject to additional  regulations concerning nuclear
technologies.  Some of the  technologies we develop may be subject to the Atomic
Energy Act of 1954.

The implementation of Company's business  development phases outlined above will
be  dependent  on  successful   financing.   Financing  options  may  include  a
combination  of debt and  equity  financing.  Equity  financing  may result in a
substantial equity dilution to existing shareholders.  No assurance can be given
that the Company's technologies will be commercially successful.

Forward-Looking Statements

This Form 10-QSB includes  "forward-looking  statements"  All statements,  other
than  statements of historical  facts,  included or incorporated by reference in
this Form 10-KSB which  address  activities,  events or  developments  which the
Company expects or anticipates  will or may occur in the future,  including such
things as future capital expenditures (including the amount and nature thereof),
expansion and growth of the Company's  business and  operations,  and other such
matters are  forward-looking  statements.  These statements are based on certain
assumptions  and analyses made by the Company in light of its experience and its
perception  of  historical  trends,   current  conditions  and  expected  future
developments  as well as  other  factors  it  believes  are  appropriate  in the
circumstances. However, whether actual results or developments will conform with
the Company's  expectations  and predictions is subject to a number of risks and
uncertainties,  general  economic market and business  conditions;  the business
opportunities  (or lack  thereof)  that may be  presented  to and pursued by the
Company;  changes in laws or regulation;  and other  factors,  most of which are
beyond the control of the Company.

These  forward-looking  statements  can be identified by the use of  predictive,
future-tense  or  forward-looking  terminology,  such as "intends",  "believes,"
"anticipates," "expects," "estimates," "plans," "may," "will," or similar terms.
These  statements  appear  in a number  of places  in this  report  and  include
statements regarding the intent,  belief or current expectations of the Company,
its directors or its officers  with respect to, among other  things:  (i) trends
affecting the  Company's  financial  condition or results of operations  for its
limited history;  (ii) the Company's business and growth  strategies;  (iii) the
Company's financing plans. Investors are cautioned that any such forward-looking
statements  are not  guarantees of future  performance  and involve  significant
risks and  uncertainties,  and that actual  results may differ  materially  from
those  projected  in the  forward-  looking  statements  as a result of  various
factors.  Factors that could  adversely  affect actual  results and  performance
include,  among others, the Company's limited operating  history,  dependence on
key management,  financing requirements,  technical difficulties commercializing
any  projects,  government  regulation,  technological  change and  competition.
Consequently, all of the forward-looking statements made in this Form 10-QSB are
qualified by these cautionary  statements and there can be no assurance that the
actual results or  developments  anticipated by the Company will be realized or,
even if substantially  realized, that they will have the expected consequence to
or effects on the Company or its business or operations.  The Company assumes no
obligations to update any such forward-looking statements.

<PAGE>




Item 3.  Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.

Within  the 90 days  prior to the date of this  Quarterly  Report for the period
ended  September 30, 2003, we carried out an evaluation,  under the  supervision
and with the participation of our management,  including the Company's  Chairman
and  Chief  Executive   Officer  and  the  Chief  Financial   Officer,   of  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  pursuant to Rule 13a-14 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  are  effective in timely  alerting them to
material  information  relating  to the  Company  required to be included in the
Company's period SEC filings.

(b) Changes in Internal Control.

Subsequent to the date of such evaluation as described in subparagraph (a)above,
there were no significant changes in our internal controls or other factors that
could significantly affect these controls,  including any corrective action with
regard to significant deficiencies and material weaknesses.


PART II-OTHER INFORMATION

Item 1.  Legal Proceedings.

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

Item 2.  Changes in Securities.

         Recent Sales of Unregistered Securities

     During  the  third  quarter  of  2003,  the  Company  offered  and sold the
following  securities  pursuant to a securities  transaction  exemption from the
registration requirements of the Securities Act of 1933, as amended.

     On August 15, 2003, we issued Qi Ao 300,000 shares for employment contract
settlement. The shares were valued at $194,790.


     We  believe  that  the  shares  issued  above  were  issued  in  a  private
transactions 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 August 22, 2003,  Adrian  Joseph  resigned as an officer and director of
the company.

     On November 12, 2003,  the Company  executed a licensing  option  agreement
with Jackie  Brown,  the wife of the  Company's  former  president  for three US
patents(5,087,533; 6,118,204; 6,238,812)for a period of one year with a right of
first  refusal for an  additional  period of six months.  Ms. Brown will receive
100,000 shares of the Company's  $0.0001 par value common stock.  If the Company
decides to execute a license  agreement for the three US patents,  the royalties
due to Ms.  Brown would be 7% of the after tax income  that the Company  derives
from the technology.

Item 6.  Exhibits and Reports on Form 8-K.

     (a)  Exhibits:

     3    Licensing Option Agreement
     31.1 Chief  Executive   Officer-Section   302  Certification   pursuant  to
          Sarbane-Oxley Act.
     31.2 Chief  Financial  Officer-  Section  302  Certification   pursuant  to
          Sarbane-Oxley Act.
     32.1 Chief  Executive   Officer-Section   906  Certification   pursuant  to
          Sarbane-Oxley Act.
     32.2 Chief  Financial  Officer-  Section  906  Certification   pursuant  to
          Sarbane-Oxley Act.

     (b)  Reports on Form 8-K.

     There were no reports on Form 8-K for the second quarter  ending  September
30, 2003.

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: November 14, 2003


                             NUCLEAR SOLUTIONS, INC.




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

<PAGE>









                             Nuclear Solutions, Inc.
                          (A Development Stage Company)

                                  Balance Sheet
                                      as of
                               September 30, 2003

                                       and

                            Statements of Operations
                   for the Three Months and Nine Months Ending
                          September 30, 2003 and 2002,
                                       and
                                 for the Period
               February 27, 1997 (Inception) to September 30, 2003

                                       and

                                   Cash Flows
                           for the Nine Months Ending
                          September 30, 2003 and 2002,
                                       and
                                 for the Period
               February 27, 1997 (Inception) to September 30, 2003



<PAGE>



                                TABLE OF CONTENTS
                                -----------------





                                                                            Page
                                                                            ----

Independent Accountants' Review Report                                        1

Balance Sheet                                                                 2

Statements of Operations                                                      3

Statements of Cash Flows                                                      4

Footnotes                                                                     5

<PAGE>


Beckstead and Watts, LLP
------------------------
Certified Public Accountants
                                                         3340 Wynn Road, Suite B
                                                             Las Vegas, NV 89102
                                                                    702.257.1984
                                                                702.362.0540 fax


                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT


Board of Directors
Nuclear Solutions, Inc.
(a Development Stage Company)

We have reviewed the accompanying  balance sheet of Nuclear  Solutions,  Inc. (a
Nevada  corporation) (a development  stage company) as of September 30, 2003 and
the related  statements of operations for the three-months and nine-months ended
September 30, 2003 and 2002 and for the period February 27, 1997  (Inception) to
September  30, 2003,  and  statements  of cash flows for the  nine-months  ended
September 30, 2003 and 2002 and for the period February 27, 1997  (Inception) to
September 30, 2003.  These financial  statements are the  responsibility  of the
Company's management.

We  conducted  our  reviews in  accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data, and making  inquiries of persons  responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing  standards,  which will be performed
for the full year with the  objective of  expressing  an opinion  regarding  the
financial  statements taken as a whole.  Accordingly,  we do not express such an
opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying  financial  statements referred to above for them to
be in conformity  with generally  accepted  accounting  principles in the United
States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 2 to the  financial
statements, the Company has had limited operations and has not commenced planned
principal  operations.  This  raises  substantial  doubt  about its  ability  to
continue as a going concern.  Management's  plans in regard to these matters are
also  described  in  Note  2.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.

Beckstead and Watts,  LLP has previously  audited,  in accordance with generally
accepted auditing  standards,  the balance sheet of Nuclear  Solutions,  Inc. (a
development  stage company) as of December 31, 2002, and the related  statements
of operations, stockholders' equity, and cash flows for the year then ended (not
presented  herein)  and in our report  dated April 14,  2003,  we  expressed  an
unqualified opinion on those financial statements.




November 14, 2003

<PAGE>


                            Nuclear Solutions, Inc.
                         (a Development Stage Company)
                                 Balance Sheet
                                  (unaudited)


                                                                   September 30,
                                                                            2003
                                                                  -------------
Assets

Current assets:
    Cash and equivalents                                          $        --
                                                                  -------------
      Total current assets                                                 --
                                                                  -------------

Fixed assets, net                                                        21,382

Acquired technology, net                                                 52,200

Security deposit                                                          8,326
                                                                  -------------

                                                                   $      81,908
                                                                  =============

Liabilities and Stockholder's Equity (Deficit)

Current liabilities:
    Checks issued in excess of cash                               $       6,158
    Accounts payable                                                     28,001
    Accrued expenses                                                    194,191
    Accrued executive compensation                                      691,124
    Contingent liabilities                                              200,000
                                                                  -------------
      Total current liabilities                                       1,119,474
                                                                  -------------

Long-term liabilities:
    Convertible debt                                                    485,000
    Convertible debt - related party                                     60,500
    Accrued interest                                                     66,500
    Accrued interest - related party                                      6,413
    Line of credit                                                      406,000
      Total long-term liabilities                                      1024,413

                                                                        2143,887


Stockholder's equity (deficit):

    Preferred stock, $0.0001 par value, 10,000,000 shares
      authorized, no shares issued and outstanding                            0
    Common stock, $0.0001 par value, 100,000,000 shares
      authorized, 26,603,250 shares issued and outstanding                2,660
    Additional paid-in capital                                        3,126,457
    Deferred compensation                                              (379,917)
    Prior period adjustment                                              61,000
    (Deficit) accumulated during development stage                   (4,872,179)
                                                                  -------------
                                                                       (2061979)
                                                                  -------------

                                                                  $       81908
                                                                  =============

<PAGE>
<TABLE>
<CAPTION>



                             Nuclear Solutions, Inc.
                          (a Development Stage Company)
                            Statements of Operations
                                   (unaudited)


                                                            Three Months Ending              Nine Months Ending    February 27, 1997
                                                               September 30,                   September 30,         (Inception) to
                                                       ----------------------------    ----------------------------    September30,
                                                             2003            2002            2003            2002            2003
                                                       ------------    ------------    ------------    ------------    ------------

<S>                                                    <C>             <C>             <C>             <C>             <C>
Revenue                                                $       --      $       --      $       --      $       --      $       --
                                                       ------------    ------------    ------------    ------------    ------------

Expenses:
   Depreciation and amortization                              5,525           5,424          15,823          15,810         126,316
   Consulting fees                                          419,738         208,740         905,017         649,614       2,239,128
   Legal fees                                                19,037           5,000          38,974          56,600         145,514
   Executive compensation - related party                    73,371          98,050         389,446         450,225       1,795,384
   General and administrative expenses                        8,075          45,463          97,176         251,297         478,412
                                                       ------------    ------------    ------------    ------------    ------------
    Total expenses                                          525,746         362,677       1,446,436       1,423,546       4,784,754
                                                       ------------    ------------    ------------    ------------    ------------

Other (expense):
   Interest (expense)                                       (12,125)           --           (36,375)           --           (66,500)
   Interest (expense) - related party                        (1,013)        (10,033)         (3,038)        (20,583)         (5,929)
   (Loss) due to write down of fixed assets                    --              --              --              --           (14,996)
                                                       ------------    ------------    ------------    ------------    ------------
    Total other (expense)                                   (13,138)        (10,033)        (39,413)        (20,583)        (87,425)
                                                       ------------    ------------    ------------    ------------    ------------

Net (loss)                                             $   (538,884)   $   (372,710)   $ (1,485,849)   $ (1,444,129)   $ (4,872,179)
                                                       ============    ============    ============    ============    ============

Weighted average number of
   common shares outstanding - basic and fully dil       25,432,598      21,280,337      23,575,191      21,261,142
                                                       ============    ============    ============    ============

Net (loss) per share - basic & fully diluted           $      (0.02)   $      (0.02)   $      (0.06)   $      (0.07)
                                                       ============    ============    ============    ============
</TABLE>

     The accompanying notes are an intergral part of these financial notes.

<PAGE>
<TABLE>
<CAPTION>


                             Nuclear Solutions, Inc.
                          (a Development Stage Company)
                            Statements of Cash Flows
                                   (unaudited)


                                                                 Nine Months Ending       February 27, 1997
                                                                     September 30,          (Inception) to
                                                             ----------------------------    September 30,
                                                                   2003            2002            2003
                                                             ------------    ------------    ------------
<S>                                                          <C>             <C>             <C>
Cash flows from operating activities
Net (loss)                                                   $ (1,485,849)   $ (1,444,129)   $ (4,872,179)
Depreciation and amortization                                      15,823          15,810         126,316
Shares issued for consulting services                             867,050            --         2,347,953
Shares issued for prepaid consulting services                        --              --           200,000
Shares issued for legal fees                                       50,000          20,000         150,000
Shares issued for salaries                                        194,790            --           194,790
(Loss) due to write down of fixed assets                             --              --            14,996
Prior period adjustment                                              --              --            61,000
Adjustments to reconcile net (loss) to
   net cash (used) by operating activities:
     Decrease in prepaid consulting services                       23,750         137,500            --
     (Increase) in security deposit                                  --            (3,480)         (8,326)
     Increase in checks written in excess of cash                   6,158            --             6,158
     Increase (decrease) in accounts payable                      (24,315)          2,326          28,001
     Increase (decrease) in accrued expenses                      (10,122)        619,828         194,191
     (Decrease) in accrued payroll                                   --           (26,568)           --
     Increase (decrease) in accrued executive compensation       (317,161)        247,650         691,124
     Increase (decrease) in contingent liabilties                 186,873            --           200,000
                                                             ------------    ------------    ------------
Net cash (used) by operating activities                          (493,003)       (431,063)       (665,976)
                                                             ------------    ------------    ------------

Cash flows from investing activities
   Purchase of fixed assets                                       (14,087)        (20,526)        (43,448)
                                                             ------------    ------------    ------------
Net cash (used) by investing activities                           (14,087)        (20,526)        (43,448)
                                                             ------------    ------------    ------------

Cash flows from financing activities
   Convertible debt                                                  --           508,000         485,000
   Convertible debt - related party                                (1,500)         10,000          60,500
   Increase in accrued interest                                    36,375            --            66,500
   Increase in accrued interest - related party                     3,038          20,583           6,413
   Increase in line of credit                                     286,000            --           406,000
   Issuance of common stock                                          --              --            44,828
   Donated capital                                                   --              --            20,100
   Decrease (increase) in deferred compensation                   167,767          15,243        (379,917)
                                                             ------------    ------------    ------------
Net cash provided (used) by financing activities                  491,680         553,826         709,424
                                                             ------------    ------------    ------------

Net increase (decrease) in cash                                   (15,410)        102,237            --
Cash - beginning                                                   15,410           2,128            --
                                                             ------------    ------------    ------------
Cash - ending                                                $       --      $    104,365    $       --
                                                             ============    ============    ============

Supplemental disclosures:
   Interest paid                                             $       --      $       --      $       --
                                                             ============    ============    ============
   Income taxes paid                                         $       --      $       --      $       --
                                                             ============    ============    ============

Non-cash transactions:
   Number of shares issued for consulting services              3,615,000            --         6,904,250
                                                             ============    ============    ============
   Number of shares issued for legal fees                         300,000            --           700,000
                                                             ============    ============    ============
   Number of shares issued for salaries                           300,000            --           300,000
                                                             ============    ============    ============
   Number of shares issued to acquire technology                     --              --        17,872,500
                                                             ============    ============    ============

</TABLE>
     The accompanying notes are an intergral part of these financial notes.
<PAGE>


                                    Nuclear
                                 Solutions, Inc.
                          (a Development Stage Company)
                                      Notes


Note 1 - Basis of presentation

The interim financial  statements included herein,  presented in accordance with
United States generally accepted accounting principles and stated in US dollars,
have been  prepared by the  Company,  without  audit,  pursuant to the rules and
regulations of the Securities and Exchange  Commission.  Certain information and
footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted  pursuant to such rules and  regulations,  although the Company believes
that  the  disclosures  are  adequate  to make  the  information  presented  not
misleading.

These  statements  reflect  all  adjustments,  consisting  of  normal  recurring
adjustments,  which,  in the  opinion  of  management,  are  necessary  for fair
presentation of the information  contained  therein.  It is suggested that these
interim  financial   statements  be  read  in  conjunction  with  the  financial
statements  of the  Company  for the period  ended  December  31, 2002 and notes
thereto  included in the  Company's  Form 10-KSB.  The Company  follows the same
accounting policies in the preparation of interim reports.

Results of operations for the interim periods are not indicative of annual
results.

Note 2 - Going concern

These  financial  statements  have been  prepared in accordance  with  generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and the satisfaction of liabilities and commitments in
the normal  course of business.  As at September  30, 2003,  the Company has not
recognized revenue to date and has accumulated operating losses of approximately
$4,272,295 since inception. The Company's ability to continue as a going concern
is  contingent   upon  the   successful   completion  of  additional   financing
arrangements  and its ability to achieve  and  maintain  profitable  operations.
Management  plans to raise equity  capital to finance the  operating and capital
requirements of the Company. Amounts raised will be used for further development
of the Company's products, to provide financing for marketing and promotion,  to
secure  additional  property  and  equipment,  and  for  other  working  capital
purposes.  While the Company is expending  its best efforts to achieve the above
plans,  there is no assurance  that any such activity  will generate  funds that
will be available for operations.

Note 3 - Prepaid consulting fees

On February 28, 2002, the Company  entered into a consulting  agreement with Los
Alamos for a period of one year and paid Los Alamos a total of  $30,000.  During
the nine months ended  September 30, 2003, the company  expensed  $5,000 and the
balance in prepaid consulting fees totaled $0.

On October 8, 2002, the Company executed a consulting agreement with Diversified
Global Holdings,  LLC for a period of 12 months.  As part of the agreement,  the
Company  prepaid fees totaling  $25,000.  During the nine months ended September
30, 2003,  the company  expensed  $18,750 and the balance in prepaid  consulting
fees total $0.

Note 4 - Fixed assets

The  Company  purchased  fixed  assets  in the  amount  of  $14,087  during  the
nine-month period ended September 30, 2003.  Depreciation expense totaled $2,773
for the nine-month period ended September 30, 2003.

Note 5 - Acquired technology

As of March 31,  2002,  the Company had licensed  technology  designed to render
nuclear waste products  environmentally  harmless for a stated value of $87,000.
Amortization  expense totaled $13,050 for the nine-month  period ended September
30, 2003.


<PAGE>


                                    Nuclear
                                 Solutions, Inc.
                          (a Development Stage Company)
                                      Notes



Note 6 - Accrued expenses

During the nine month period ended  September 30, 2003, the Company paid a total
of $13,943 to an  individual  who is a  shareholder  of the  Company for accrued
expenses.  In addition,  the Company paid a total of $10,828 to two  individuals
who are officers and directors of the Company for accrued expenses.

On January 13,  2003,  the Company  executed a consulting  agreement  with Patti
Bylund for a period of six months.  The Company will issue 50,000  shares of its
$0.0001 par value  common  stock valued at the fair market value of the services
of $19,500.  On July 1, 2003,  the Company  terminated the contract and will pay
Ms. Bylund a total of $3,037 in lieu of the 50,000 shares.  In October 2003, the
Company paid Ms. Bylund $1,000.

On January 20, 2003, the Company entered into an agreement with four individuals
to design a website for the Company.  The  individuals are to receive a total of
12,000  shares of the  Company's  $0.0001 par value common stock in exchange for
services valued at $4,500.

On  January  24,  2003,  the  Company  entered  into an  agreement  with 62 Blue
Productions,  LLC to  provide  marketing  in  exchange  for 2,000  shares of the
Company's  $0.0001 par value common  stock in exchange  for  services  valued at
$1,180.

On February 11, 2003,  the Company  entered into a six month contract with Bentz
Communications  to provide  marketing  services in exchange for 16,800 shares of
the Company's  $0.0001 par value common stock valued at the fair market value of
the services of $6,300.

On August 1, 2003,  the Company  entered into a two month  contract  with George
Dennison to provide  consulting  services in exchange for 116,667  shares of the
Company's  $0.0001 par value common stock valued at the fair market value of the
services of $14,000. In October 2003, the shares were issued.

On August 18, 2003,  the Company  entered into a contract with Sprague Agency to
provide  investigative  services in exchange for 150,000 shares of the Company's
$0.0001 par value  common  stock valued at the fair market value of the stock of
$22,500. In October 2003, the shares were issued.

On August 28, 2003,  the Company  entered into a six month  contract  with Kraig
Washburn to provide  consulting  services in exchange for 200,000  shares of the
Company's  $0.0001 par value common stock valued at the fair market value of the
stock of $27,400. In October 2003, the shares were issued.

On September 1, 2003,  the Company  entered into a two month contract with David
Kerr to  provide  consulting  services  in  exchange  for  70,510  shares of the
Company's  $0.0001 par value common stock valued at the fair market value of the
services of $5,000. In October 2003, the shares were issued.

As of September 30, 2003,  the Company has  authorized a total of 567,977 shares
of its $0.0001 par value common stock, but has not issued the stock. The Company
plans to issue the common stock valued at $80,880 to the above  individuals  and
entities in the near future.

Note 7 - Accrued executive compensation

The Company had an  Employment  Agreement  with Paul M.  Brown,  its  president,
whereby the Company is to pay Mr. Brown an annual base salary of $250,000. As of
September 30, 2003,  the amount accrued until Mr. Brown's death was $142,667 and
at Ms. Brown's  discretion will be paid back either in cash or common stock at a
price of $1 per share.


<PAGE>


                                    Nuclear
                                 Solutions, Inc.
                          (a Development Stage Company)
                                      Notes



The Company had an Employment  Agreement  with Dr. Qi Ao, the vice  president of
research &  development,  whereby  the  Company is to pay Mr. Ao an annual  base
salary of $175,000  which  began on  November  15,  2001.  Also,  as part of the
agreement  he will  receive a $50,000  signing  bonus which is due by August 15,
2002 and will have stock options.  Mr. Ao has to choose either 170,000 shares of
the Company's  $0.0001 par value common stock or the option to purchase  200,000
shares  of the  Company's  $0.0001  par  value  common  stock at $0.05 per share
exercisable  over three years. On July 24, 2003, the contract was terminated and
the Company  agreed to issue 300,000  shares of the Company's  $0.0001 par value
common stock to him. For the  nine-month  period ended  September 30, 2003,  the
wages  expensed  was  $87,500  and the amount  paid in cash was  $18,190 and the
amount paid in stock was  $194,790.  As of September  30,  2003,  the balance of
accrued executive compensation was $0.

The Company hired Patrick  Herda as the vice  president of business  development
whereby the Company is to pay Mr. Herda an annual base salary of  $150,000.  For
the nine-month  period ended September 30, 2003, the wages expensed was $112,500
and the amount paid in cash was $15,350.  As of September 30, 2003,  the balance
of accrued  executive  compensation  was $261,625 and at Mr. Herda's  discretion
will be paid back either in cash or common stock at a price of $1 per share.

The Company  appointed 6 individuals to the Company's  Executive  Advisory Board
for a term of 1  year.  Each  individual  is to  receive  20,000  shares  of the
Company's  $0.0001 par value  common  stock  valued at $63,000 and the option to
purchase 20,000 shares of the Company's $0.0001 par value common stock at $1 per
share  exercisable over one year.  During the nine-month  period ended September
30, 2003, the Company issued a total of 120,000 shares to these individuals.

The  Company  hired  Adrian  Joseph as the vice  president  of special  projects
whereby the Company is to pay Mr. Joseph an annual base salary of $144,000.  For
the nine-month  period ended  September 30, 2003, the wages expensed was $72,000
and the amount paid in cash was $11,109.  As of September 30, 2003,  the balance
of accrued  executive  compensation was $157,701 and at Mr. Joseph's  discretion
will be paid back either in cash or common stock at a price of $1 per share.  In
addition,  on October 15, 2002, the Company agreed to issue 1,000,000  shares of
the Company's  $0.0001 par value common stock valued at the fair market value of
the  services of $50,000.  On June 30, 2003,  these shares have been issued.  On
August 22, 2003, Mr. Joseph resigned as an officer and director of the Company.

On January 23, 2002, the Company hired John Dempsey as the president whereby the
Company is to pay Mr.  Dempsey an annual  base  salary of  $120,000.  During the
nine-month  period ended  September 30, 2003, the wages expensed was $90,000 and
the amount  paid in cash was  $11,721.  As of  September  30,  2003,  the amount
accrued was $129,132 and at Mr. Dempsey's discretion will be paid back either in
cash or common stock at a price of $1 per share.

Note 8 - Contingent liabilities

As of  September  30,  2003,  the  Company  has  accrued a total of  $13,065  as
contingent  liabilities  as related to expenses of the former  president  of the
Company,  Mr. Paul Brown.  During the nine months ended  September 30, 2003, the
Company has received no new claims and has decided to  eliminate  $13,065 of the
accrued contingent liabilities.

On March 4, 2002, the Company entered into a Research and License Agreement with
Industrial Mathematics, Ltd. (IIM) in exchange for $325,000. The initial payment
due is $40,000 with nineteen monthly  payments of $15,000.  The expected term of
the  research is 12 - 15 months and if the project is  delivered  on time and is
successful,  then the Company  will issue shares of its $0.0001 par value common
stock valued at $100,000 based on the fair market value of the shares.  IIM will
receive royalties of 4% of net sales of the products.  As of September 30, 2003,
the contract was terminated  and the Company has accrued a contingent  liability
of $200,000.

<PAGE>


                                    Nuclear
                                 Solutions, Inc.
                          (a Development Stage Company)
                                      Notes




Note 9 - Convertible debt

On January 2, 2002, the Company  executed a promissory note with DMB Enterprises
(DMB) whereby DMB loaned $275,000.  The note will accrue an interest rate of 10%
per annum and will begin  accruing  interest on April 1, 2002.  This note is due
upon demand and may be paid back in cash or common stock at a price of $0.75 per
share.

On May 1, 2002,  the Company  executed a  promissory  note with DMB  Enterprises
(DMB) whereby DMB loaned $100,000.  The note will accrue an interest rate of 10%
per annum and will begin accruing interest on May 1, 2002. This note is due upon
demand  and may be paid  back in cash or  common  stock at a price of $1.00  per
share.

On August 19, 2002, the Company executed a promissory note with DMB Enterprises
(DMB) whereby DMB loaned $10,000. The note will accrue an interest rate of 10%
per annum and will begin accruing interest on September 1, 2002. This note is
due upon demand and may be paid back in cash or common stock at a price of $1.00
per share.

On  September  30,  2002,  the  Company  executed  a  promissory  note  with DMB
Enterprises (DMB) whereby DMB loaned $100,000.  The note will accrue an interest
rate of 10% per annum and will begin accruing  interest on October 1, 2002. This
note is due upon demand and may be paid back in cash or common  stock at a price
of $1.00 per share.

As of  September  30, 2003,  the total  amount due is $485,000 in principal  and
$66,500 in accrued interest.

Note 10 - Convertible debt - related party

On November 24, 2001 the Company executed a promissory note with Global Atomics,
Inc.  (GAI),  a  company  controlled  by Paul M.  Brown,  the  Company's  former
president,  in the amount of $14,000. The note bears an interest rate of 10% per
annum and is due upon  demand.  At the  request of GAI,  any  unpaid  balance of
principal and interest due will be converted in common stock at a rate of $1 per
share. During the year ended December 31, 2002, the Company paid GAI $10,000. As
of September 30, 2003, the amount due is $4,000 in principal and $900 in accrued
interest.

On December 11, 2001 the Company  executed a promissory note with  International
Fission Fuels, Inc. (IFFI), a company controlled by Paul M. Brown, the Company's
former president,  in the amount of $15,000.  The note bears an interest rate of
10% per annum and is due upon demand. At the request of IFFI, any unpaid balance
of principal  and interest due will be converted in common stock at a rate of $1
per share.  As of September 30, 2003, the amount due is $15,000 in principal and
$2,750 in accrued interest.

On April 16, 2002, the Company  received  $20,000 from Jackie Brown, the wife of
the  Company's  former  president.  The note bears no  interest  and is due upon
demand. At the request of Ms. Brown, any unpaid balance of principal due will be
converted in common stock at a rate of $1 per share.

In July 2002, the Company executed two promissory notes with Patrick Herda, vice
president of business development,  totaling $23,000. The notes bear an interest
rate of 10% per annum and are due upon demand.  At the request of Mr. Herda, any
unpaid  balance of principal  and interest due will be converted in common stock
at a rate of $1 per share.  During the nine month  period  ended  September  30,
2003, the Company paid $1,500. As of September 30, 2003, the total amount due is
$21,500 in principal and $2,763 in accrued interest.

As of  September  30, 2003,  the total  amount due is $60,500 in  principal  and
$6,413 in accrued interest.

<PAGE>


                                    Nuclear
                                 Solutions, Inc.
                          (a Development Stage Company)
                                      Notes





Note 11 - Line of credit

On  October  16,  2002,  the  Company  executed  note  payable  / line of credit
agreement  with an individual  for $650,000.  The repayment  will begin upon the
first  revenue  positive  year of  operation  and the payback  will be 1% of the
profit derived from the operations for a period of five years.  If the Company's
profits are less than the amount of the loan, the amount is due upon demand.  If
the Company does not utilize the entire $650,000,  then the fifth year's payment
will be prorated.  As of September 30, 2003, the Company has received a total of
$406,000.

Note 12 - Stockholders' equity

On December 14,  2001,  the Company  appointed 6  individuals  to the  Company's
Executive  Advisory  Board for a term of 1 year.  Each  individual is to receive
20,000 shares of the Company's  $0.0001 par value common stock valued at $63,000
and the option to  purchase  20,000  shares of the  Company's  $0.0001 par value
common stock at $1 per share  exercisable  over one year. On June 30, 2003,  the
Company issued a total of 120,000 shares to these individuals.

On  October  15,  2002,  the  Company  agreed to issue  1,000,000  shares of the
Company's  $0.0001 par value common stock valued at the fair market value of the
services of $50,000. On June 30, 2003, the Company issued the 1,000,000 shares.

On December 19, 2002, the Company executed a consulting  agreement with Liebling
&  Malamut,  LLC  whereby  the  Company  owes a total of  250,000  shares of the
Company's $0.0001 par value common stock for services valued at $75,000.  On May
30, 2003, the Company issued the shares.

On February 1, 2003,  the Company agreed to issue 50,000 shares to an individual
for consulting  services valued at $25,000.  On May 13, 2003, the Company issued
the shares.

On February 17, 2003,  the Company  entered  into a one year  agreement  with an
individual to perform  consulting  advisory services for the Company in exchange
for 150,000 shares of the Company's $0.0001 par value common stock valued at the
fair  market  value of the  services of $45,000.  On May 13,  2003,  the Company
issued the shares.

On March 6, 2003,  the  Company  entered  into a six month  agreement  with Greg
Wilson for legal  services  valued at $25,000 in exchange for 100,000  shares of
the  Company's  $0.0001 par value common  stock.  On May 13,  2003,  the Company
issued the shares.

On March  20,  2003,  the  Company  entered  into a three  week  agreement  with
Corporate Growth Consultants,  Inc. for consulting,  advisory and report writing
services valued at $4,950 in exchange for 15,000 shares of the Company's $0.0001
par value common stock. On May 13, 2003, the Company issued the shares.

On March 20, 2003,  the Company agreed to issue 30,000 shares of its $0.0001 par
value common stock to an  individual.  On May 13, 2003,  the Company  issued the
shares.

On June 30, 2003, the Company  cancelled 101,000 shares of its $0.0001 par value
common stock.


<PAGE>


                                    Nuclear
                                 Solutions, Inc.
                          (a Development Stage Company)
                                      Notes



On July 17,  2003,  the  Company  executed a master  research,  development  and
consulting  agreement  with  Boris  Muchnik  for a period  of three  years.  Mr.
Muchnik's  compensation  package  for the  first  year  will  include a total of
3,000,000  shares of its  $0.0001  par value  common  stock to be issued  over a
period of nine months.  The first  installment of 1,000,000 shares is due within
30 days of the  effective  date  of the  contract.  The  second  installment  of
1,000,000  shares is due  within 30 days after  September  30,  2003.  The third
installment  of 1,000,000  shares is due within 30 days after November 17, 2003.
His  compensation  for the  second  and third  year is  2,500,000  shares of its
$0.0001 par value common stock per year to be issued at the anniversaries of the
effective  date of the contract.  As of September 30, 2003, the Company issued a
total of 2,000,000 shares.

On July 24, 2003,  the Company and Dr. Qi Ao have  mutually  agreed to terminate
the  employment  agreement  effective  July 31, 2003. The Company issued 300,000
shares of its  $0.0001  par value  common  stock to cancel  the total  amount of
accrued executive compensation of $194,790 due to Mr. Qi Ao.

On July 25,  2003,  the Company  entered  into a six month  agreement  with Greg
Wilson for legal  services  valued at $25,000 in exchange for 200,000  shares of
the Company's $0.0001 par value common stock.

Note 13 - Stock options

The Company has reserved  for issuance an aggregate of 120,000  shares of common
stock to six members of the Company's  Executive  Advisory Board for a period of
one year at an exercise price of $1 per share.

                             Nine Months ended             Nine Months ended
                            September 30, 2003            September 30, 2002
                         ------------------------      ------------------------
                                 Weighted Average              Weighted Average
                         Shares   Exercise Price       Shares   Exercise Price
                         ------------------------      ------------------------

Outstanding at
beginning of period
                         ---------      ---------      ---------      ---------
  Granted                120,000        $    1.00        120,000      $    1.00
  Exercised                   --             --             --             --
  Lapsed or
  cancelled                   --             --             --             --
                         ---------      ---------      ---------      ---------
Outstanding at end
of period                   120,000     $    1.00        120,000      $    1.00
                         =========      =========      =========      =========

Options exercisable
at end of period
                            120,000           --          120,000           --

Options available
for future grant               --             --             --             --

Weighted average
minimum fair value
of options granted
during the period              --             --             --             --


The Company  accounts for  stock-based  compensation  using the intrinsic  value
method prescribed by Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees",  under which no compensation  cost for stock options
is recognized  for stock options  awards  granted at or above fair market value.
Had  compensation  expense for the Company's  Stock Option Plan been  determined
based  upon fair  values at the grant  dates for  awards  under  those  plans in
accordance with Statement of Financial Accounting Standards No. 123 ("SFAS 123")
"Accounting for Stock-Based  Compensation",  the Company's net loss available to
common stockholders would have been increased to the pro forma amounts indicated
below. Additional stock option awards are anticipated in future years.



<PAGE>
<TABLE>
<CAPTION>



                                       Nine Months ended      Nine Months ended
                                      September 30, 2003     September 30, 2002
                                      ------------------     ------------------
      Net loss available
      To common stockholders:

                As reported           $       (1,299,197)    $       (1,444,129)
                                      ==================     ==================

                Pro Forma             $       (1,419,197)    $       (1,564,129)
                                      ==================     ==================


The  weighted  average  minimum fair value of options  granted  during the three
years in the nine-month  period ended September 30, 2003,  estimated on the date
of grant were determined using the  Black-Scholes  option-pricing  model and the
following  assumptions:  dividend  yield  of 0%,  expected  volatility  of 109%,
risk-free interest rate range of 5.81% to 6.09% depending on the grant date, and
an expected life of five years.

The following table presents summarized information about stock options
outstanding as of September 30, 2003.


                           Options Outstanding                    Options Exercisable
               --------------------------------------------  ------------------------------

<S>            <C>              <C>             <C>          <C>              <C>
                                  Weighted
                                  Average       Weighted                         Weighted
   Exercise        Number        Remaining       Average         Number           Average
    Prices     Outstanding at   Contractual     Exercise     Outstanding at      Exercise
                   6/30/03          Life          Price          6/30/02           Price
-------------  --------------------------------------------  ------------------------------

 $       1.00        120,000          1 year  $        1.00         120,000   $        1.00
=============  ============================================  ==============================
</TABLE>


Note 14 - Related party transactions

The Company  issued  17,872,500  shares of its $0.0001 par value common stock to
Global  Atomics,  Inc., a company  controlled  by Paul M. Brown,  the  Company's
former president, pursuant to an Asset Purchase Agreement dated August 8, 2001.

On August 8, 2001, the Company entered into an Employment Agreement with Paul M.
Brown, it's former president,  whereby the Company is to pay Mr. Brown an annual
base salary of $250,000.

On September 1, 2001, the Company entered into an Employment  Agreement with Dr.
Qi Ao, the vice president of research &  development,  whereby the Company is to
pay Mr. Ao an annual base salary of $175,000.

On September 13, 2001,  the Company hired Patrick Herda as the vice president of
business  development  whereby  the  Company is to pay Mr.  Herda an annual base
salary of $150,000.

<PAGE>


On October 1, 2001, an officer,  director and shareholder of the Company donated
capital for cash in the amount of $100.

On October  1,  2001,  the  Company  appointed  Bry  Behrmann  as the  licensing
specialist  of the Company  and the  director of  licensing  development  of the
Company and issued a total of 150,000  shares of its  $0.0001  par value  common
stock.

On November 24, 2001 the Company executed a promissory note with Global Atomics,
Inc.  (GAI),  a  company  controlled  by Paul M.  Brown,  the  Company's  former
president,  a company in the amount of $14,000.  As of September  30, 2003,  the
balance owed is $4,000.

On December 11, 2001 the Company  executed a promissory note with  International
Fission Fuels, Inc. (IFFI), a company controlled by Paul M. Brown, the Company's
former president, a company in the amount of $15,000.

On December 14,  2001,  the Company  appointed 6  individuals  to the  Company's
Executive  Advisory  Board for a term of 1 year.  Each  individual is to receive
20,000 shares of the Company's  $0.0001 par value common stock valued at $63,000
and the option to  purchase  20,000  shares of the  Company's  $0.0001 par value
common stock at $1 per share exercisable over one year.

During the year ended  December  31, 2001,  the former  president of the Company
donated  expenses in the amount of $20,000 to reduce the account  payable due to
Mr. Wilson for legal expenses.

On April 16, 2002, the Company  received  $20,000 from Jackie Brown, the wife of
the Company's former president.

In July 2002, the Company executed two promissory notes with Patrick Herda, vice
president of business development, totaling $21,500.

As of  September  30,  2003,  the  Company  had a total of  $107,711  in accrued
expenses due to the officers and  directors of the Company for various  expenses
paid for on behalf of the Company.

Note 15 - Commitments

On September  11, 2001,  the Company  executed a License  Agreement  with Global
Atomics  Licensing,  Ltd.  (GALL),  a company  controlled by Paul M. Brown,  the
Company's  former  president.  This  agreement  allows  the  Company  to license
technology from GALL in exchange for royalties of 1.25% of gross revenue derived
with the use of the technology  and 15% of gross license  revenue for any master
license  agreements  signed with other  entities.  As of September  30, 2003, no
royalties are due to GALL and no commissions are due from GALL.

On October 25, 2001, the Company executed a Consulting Agreement with Washington
Nuclear  for a term of six months  with a monthly  payment of $3,750  plus a $50
administrative fee. As of September 30, 2003, $1,000 has been paid to Washington
Nuclear and the amounts due have been properly reflected in the balance sheet in
accounts payable.

On June 1, 2002, the Company began a  month-to-month  lease agreement for office
space.  The base monthly rent is $1,800 plus  additional  fees for occupying the
office space such as utilities,  telephone,  copies, postage, etc). On September
30,  2002,  the  Company  signed a one year lease  agreement  for  monthly  rent
totaling $2,800. The future minimum lease payments for 2003 are $22,400.  During
the nine month period ended  September 30, 2003, the Company had rent expense of
$24,734.


<PAGE>


On  November 8, 2002,  the  Company  executed a  consulting  agreement  with SAC
Management  for  consulting  services to be rendered for a period of one year in
exchange for 650,000 and an additional  250,000  shares of its $0.0001 par value
common stock are due once the Company is approved for trading on the AMEX or the
NASDAQ.

On November 13, 2002,  the Company  executed a scientific  consulting  agreement
with Dr. Boris  Muchnik for  consulting  services to be rendered for a period of
one year in exchange  for 300,000  shares of its $0.0001 par value  common stock
valued at $60,000 and $10,000 which should have been paid upon  execution of the
agreement, but is accrued in accounts payable.

Note 16 - Subsequent events

On October 8, 2003,  the  Company  executed  a  consulting  agreement  with Eric
Lindeman for a period of six months in exchange for $22,500. The compensation is
to be paid in the form of the Company's  $0.0001 par value common stock based on
a price per share of the prior month's 20 day moving  average.  During the first
two  months of the  consulting  agreement,  Mr.  Lindeman  has earned a total of
50,784 shares of the Company's $0.0001 par value common stock.

On October 24, 2003, the Company issued 250,000 shares of the Company's  $0.0001
par value common stock to an employee of the Company as a bonus.  The shares are
valued at the fair market value of the services of $17,500.

On November 12, 2003,  the Company  executed a licensing  option  agreement with
Jackie Brown,  the wife of the Company's  former  president for three US patents
for a period of one year with a right of first refusal for an additional  period
of six months.  Ms. Brown will receive  100,000 shares of the Company's  $0.0001
par value common stock.  If the Company  decides to execute a license  agreement
for the three US  patents,  the  royalties  due to Ms.  Brown would be 7% of the
after tax income that the Company derives from the technology.