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

                                   FORM 10-QSB
                                   (Mark One)

|X|   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
      OF 1934 for the quarterly period ending June 30, 2006

|_|   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
                   -------------------------------------------

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 |_|

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

Yes |_| No |X|

As of June 30,  2006,  the Company  had  49,814,771  shares of its common  stock
issued and outstanding.

Transitional Small Business Disclosure Format (check one):

Yes |_| No |X|

<PAGE>

Table of Contents


Item 1.   Financial Statements.............................................    3
          Balance Sheet (unaudited)........................................    3
          Statements of Operations (unaudited).............................    4
          Statements of Stockholders' Equity (unaudited)...................    5
          Statements of Cash Flows (unaudited).............................    6
          Notes to Financial Statements....................................    7


Item 2.   Management's Discussion and Analysis or Plan of
          Operation........................................................   11


Item 3.   Controls and Procedures..........................................   25


PART II.  OTHER INFORMATION


Item 1.   Legal Proceedings................................................   27


Item 2.   Unregistered Sale of Equity Securities and
             Use of Proceeds...............................................   27


Item 3.   Defaults upon Senior Securities..................................   27

Item 4.   Submission of Matters to a Vote
          of Security Holders..............................................   27


Item 5.   Other Information................................................   27


Item 6.   Exhibits.........................................................   28

Signatures.................................................................   28


                                       2
<PAGE>

                          PART I-FINANCIAL INFORMATION

                   NUCLEAR SOLUTIONS ,INC
                   AND SUBSIDIARY COMPANY
            CONDENSED CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                   June
                                                                                   2006
                                                                               ------------
                                                                                (Unaudited)
<S>                                                                            <C>
ASSETS

Current assets:
      Cash                                                                     $        873
                                                                               ------------

Total current assets                                                                    873

Property and equipment, net of accumulated depreciation
  of $18,606                                                                          9,609

Other assets                                                                          1,800

                                                                               ------------
Total assets                                                                   $     12,282
                                                                               ============

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY

Current liabilities:
      Accounts payable and accrued expenses                                    $  1,636,164
      Accrued executive compensation                                              1,025,002
      Convertible notes payable - related parties(Note 4&5)                          39,000
      Convertible notes payable - other, net of discount of $10,823 (Note 4)      1,003,312
                                                                               ------------

Total current liabilities                                                         3,703,478
                                                                               ------------


Commitments and contingencies

Deficiency in stockholders' equity(Note 6)
      Preferred stock, $0.0001 par value; 10,000,000 shares
        authorized, no shares issued and outstanding                                     --
      Common stock, $0.0001 par value; 100,000,000
        shares authorized, 49,814,771 shares
        issued and outstanding                                                        4,982
      Additional paid-in capital                                                 10,622,332
      Deferred equity based expense                                                (716,693)
      Accumulated deficit                                                       (13,601,817)
                                                                               ------------

Total deficiency in stockholders' equity                                         (3,691,196)

                                                                               ------------
Total liabilities and deficiency in stockholders' equity                       $     12,282
                                                                               ============
</TABLE>

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

                                       3
<PAGE>
                             NUCLEAR SOLUTIONS, INC.
                             AND SUBSIDIARY COMPANY
                   CONDENSED CONSOLIDATED STATEMENT OF LOSSES
                                   (unaudited)

<TABLE>
<CAPTION>
                                           Three Months Ended June 30,       Six Months Ended June 30,
                                                2006           2005            2006            2005
                                           ------------    ------------    ------------    ------------
<S>                                        <C>             <C>             <C>             <C>
Revenue                                    $     20,000    $    242,500    $     20,000    $    282,916
                                           ------------    ------------    ------------    ------------

Executive compensation                           27,500          67,500          55,000         135,000
Consulting                                      911,658         567,192       1,486,456       1,250,165
Legal and professional fees                     237,379          83,694         402,579         190,624
General and administrative expenses              41,800          23,696          68,748          51,281
Depreciation and amortization                     1,339           1,376           2,700           2,751
                                           ------------    ------------    ------------    ------------
                                              1,219,676         743,458       2,015,483       1,629,821
                                           ------------    ------------    ------------    ------------

Loss from operations                         (1,199,676)       (500,958)     (1,995,483)     (1,346,905)

Other Income(expenses)
     Interest expense                           (42,062)        (28,404)        (73,342)        (55,607)
     Finance costs                                   --              --              --         (60,000)
                                           ------------    ------------    ------------    ------------
Loss before provision for income taxes       (1,241,738)       (529,362)     (2,068,825)     (1,462,512)

Provision for income taxes                           --              --              --              --
                                           ------------    ------------    ------------    ------------
Net loss                                   $ (1,241,738)       (529,362)   $ (2,068,825)     (1,462,512)
                                           ============    ============    ============    ============


Basic and diluted loss per share           $      (0.03)   $      (0.01)   $      (0.04)   $      (0.04)
                                           ============    ============    ============    ============

Weighted average number of common shares
     outstanding, basic and diluted          48,708,836      40,093,558      47,228,402      38,542,985
                                           ============    ============    ============    ============
</TABLE>

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

                                       4
<PAGE>
                             NUCLEAR SOLUTIONS, INC
                             AND SUBSIDIARY COMPANY
          CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS" EQUITY
                 FOR THE PERIOD JANUARY 1, 2004 TO June 30, 2006

<TABLE>
<CAPTION>


                                                                                                                           Total
                                                   Common Stock           Additional       Deferred                    Deficiency in
                                            ---------------------------    Paid - In        Equity      Accumulated    Stockholders'
                                               Shares          Amount       Capital      Based Expense    Deficit         Equity
                                            ------------   ------------   ------------   -------------  ------------   -------------
<S>                                          <C>           <C>            <C>            <C>            <C>            <C>
Balance, December 31, 2003                    28,441,211   $      2,844      3,294,207   $   (235,332)  $ (5,264,258)  $ (2,202,539)

Shares issued for services                     8,357,435            836      1,390,960             --                     1,391,796

Shares cancelled                                (200,000)           (20)       (27,380)                                     (27,400)

Adjust value                                          --             --         (5,668)                                      (5,668)

Fair value attributed to warrants issued
  with debt                                                                     60,000                                       60,000

Fair value attributed to warrants issued
  for services                                                                  74,227                                       74,227

Deferred compensation                                                                        (866,418)                     (866,418)

Amortization of deferred compensation                 --             --             --        716,463                       716,463

Net loss                                              --             --                                   (2,388,466)    (2,388,466)
                                            ------------   ------------   ------------   ------------   ------------   ------------

Balance December 31, 2004                     36,598,646          3,660      4,786,346       (385,287)    (7,652,724)    (3,248,005)



Shares issued for services                     4,402,940            440      2,689,467       (930,245)            --      1,759,662


Beneficial conversion discount-
  convertible note and warrants                       --             --         60,000             --             --         60,000

Amortization of deferred compensation                 --             --             --        951,642             --        951,642

Shares issued for accrued expenses             2,510,223            251        463,189             --             --        463,440

Intrinsic value of options issued to
  a director                                                                   162,500                                      162,500

Shares issued for payment of debt                454,054             46         67,154                                       67,200

Net loss                                              --             --             --             --     (3,880,269)    (3,880,269)
                                            ------------   ------------   ------------   ------------   ------------   ------------

Balance, December 31, 2005                    43,965,863          4,397      8,228,656       (363,890)   (11,532,993)    (3,663,830)

Shares issued for services                       345,437             35        278,330                                      278,365

Shares issued for accrued expenses               868,424             87        531,343                                      531,430

Shares issued for payment of debt              2,000,000            200        167,800                                      168,000

Beneficial conversion feature                                                   31,000                                       31,000

Deferred compensation                                                                        (711,975)                     (711,975)

Amortization of deferred compensation                                                         334,586                       334,586

Net loss                                                                                                    (827,086)      (827,086)
                                            ------------   ------------   ------------   ------------   ------------   ------------

Balance, March 31, 2006                       47,179,724          4,719      9,237,128       (741,279)   (12,360,079)    (3,859,510)

Shares issued for services                     1,022,055            102        792,248                                      792,350

Shares issued for accrued expenses             1,303,447            130        524,885                                      525,015

Shares issued for payment of debt                309,545             31         68,070                                       68,101

Deferred compensation                                                                        (300,000)                     (300,000)

Amortization of deferred compensation                                                         324,586                       324,586

Net loss                                                                                                  (1,241,738)    (1,241,738)
                                            ------------   ------------   ------------   ------------   ------------   ------------

Balance, June 30, 2006                        49,814,771   $      4,982     10,622,331   $   (716,693)  $(13,601,817)  $ (3,691,196)
</TABLE>

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

                                       5
<PAGE>
                             NUCLEAR SOLUTIONS ,INC
                             AND SUBSIDIARY COMPANY
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                       Six Months Ended June 30,
                                                                          2006           2005
                                                                      -----------    -----------
<S>                                                                   <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                              $(2,068,825)   $(1,462,512)
Adjustments to reconcile net loss to net cash
  used in operating activities:
    Depreciation and amortization                                           2,700          2,751
   Amortization of debt discount - beneficial conversion feature of
   convertible note and warrants                                           20,177             --
   Financing Cost attributable to warrants                                     --         60,000
   Stock and warrants issued for services                               1,729,887      1,144,945
Changes in operating assets and liabilities:
  Accounts receivable                                                      60,000       (182,916)
  Accounts payable and accrued expenses                                   221,020        224,536
  Accrued executive compensation                                          (27,783)       126,000

                                                                      -----------    -----------

Net cash used in operating activities                                     (62,824)       (87,196)
                                                                      -----------    -----------


CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in checks issued in excess of cash                                    --
Payments on debt                                                                         (12,425)
Proceeds from issuance of debt                                             41,000         60,000
Loan costs                                                                     --
                                                                      -----------    -----------

Net cash provided by financing activities                                  41,000         47,575
                                                                      -----------    -----------

Net increase in cash                                                      (21,824)       (39,621)

Cash, beginning of period                                                  22,696         76,020
                                                                      -----------    -----------

Cash, end of period                                                   $       872    $    36,399
                                                                      ===========    ===========

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

Non-cash investing and financial activities:
Amortization of debt discount - beneficial conversion feature of
convertible note and warrants                                              20,177    $        --
Payment of debt and interest with common stock                        $   236,100    $        --
Beneficial conversion dicount                                         $    31,000    $        --
Payment of accrued expenses with common stock                         $ 1,056,445    $        --
</TABLE>

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

                                       6
<PAGE>

                             NUCLEAR SOLUTIONS, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2006
                                   (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. Prior to April 1, 2005
the Company was considered to  be a  development  stage  enterprise. During  the
second quarter  of 2005, planned  operations  commenced  and the  Company  began
generating significant revenue.

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, 2006.

The consolidated financial statements include the accounts  of  the  Company and
Future Fuels, Inc. All significant  intercompany transactions  and balances have
been eliminated in the consolidated financial statement.

Business

Nuclear   Solutions, Inc.  is   engaged   in   the  research,  development,  and
commercialization  of  innovative  product  technologies,  which  are  generally
early-stage, theoretical or commercially unproven. We operate a highly technical
business and our primary mission is to  develop advanced product technologies to
address emerging  market opportunities  in  the  fields  of  homeland  security,
nanotechnology, and nuclear remediation.

Basis of Presentation

The accompanying unaudited condensed  consolidated  financial  statements  as of
June 30, 2006  and  for the three and six month periods ended June 30, 2006  and
2005 have been  prepared by the Company in accordance with accounting principals
generally accepted in the United States of America and pursuant to the rules and
regulations of the Securities and Exchange Commission, including Form 10-QSB and
Regulation  S-B.  The  information  furnished  herein  reflects  all adjustments
(consisting of  normal recurring accruals  and adjustments),  which are,  in the
opinion of management, necessary to fairly present the operating results for the
respective  periods.  Certain  information  and  footnote  disclosures  normally
present in annual financial  statements  prepared in  accordance with accounting
principles generally accepted in the  United States of America have been omitted
pursuant  to  such  rules  and  regulations.  The  Company   believes  that  the
disclosures  provided  are  adequate  to  make  the  information  presented  not
misleading. These financial  statements  should  be read in conjunction with the
audited financial statements and explanatory notes  for the  year ended December
31, 2005 as disclosed  in the company's  10-KSB  for that year as filed with the
SEC, as it may be  amended.  The results  of the six month period ended June 30,
2006 are not necessarily  indicative  of the results to be expected for the full
year ending December 31, 2006.

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted  in the  United States of America requires management to make
estimates  and  assumptions that  affect  the  reported  amounts  of  assets and
liabilities and disclosures of contingent assets and liabilities at  the date of
the  financial  statements  and the  reported amounts  of revenues  and expenses
during the reporting periods. Actual results could differ from those estimates.

                                       7
<PAGE>

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,  2006  and  2005,  the  Company  had 14,159,848  and
15,094,192 potentially dilutive securities.

Revenue Recognition

Revenues are recognized in the period  that services  are provided.  For revenue
from product  sales, the  Company  recognizes revenue in  accordance  with Staff
Accounting Bulletin No. 104,  REVENUE RECOGNITION  ("SAB104"),  which superceded
Staff Accounting Bulletin No.  101, REVENUE  RECOGNITION IN FINANCIAL STATEMENTS
("SAB101"). SAB 101 requires that four basic criteria must be met before revenue
can be  recognized:  (1)  persuasive  evidence  of  an  arrangement  exists; (2)
delivery has  occurred; (3) the selling price is fixed and determinable; and (4)
collectibility  is reasonably assured. Determination of criteria (3) and (4) are
based on management's judgments regarding the fixed nature of the selling prices
of the  products  delivered  and the collectibility of those amounts. Provisions
for discounts and rebates to  customers,  estimated  returns and allowances, and
other adjustments  are provided  for  in the  same  period the related sales are
recorded. The Company defers  any revenue  for which  the  product  has not been
delivered  or  is subject  to refund  until such time  that the  Company and the
customer jointly determine that the product has been delivered or no refund will
be required. Payments received in advance are deferred.

SAB  104  incorporates  Emerging   Issues   Task   Force  00-21  ("EITF 00-21"),
MULTIPLE-DELIVERABLE REVENUE ARRANGEMENTS.  EITF 00-21  addresses accounting for
arrangements that may involve the delivery or  performance of multiple products,
services and/or rights to use assets.  The effect of  implementing EITF 00-21 on
the Company's consolidated financial  position and results of operations was not
significant.

Licensing fee income generally is being  recognized ratably over the term of the
license. The Company's management has  determined that  the  collectibility  and
length of time to collect the remaining  contracted price  due from its licensee
can  not  be  reasonably  assured. Accordingly,  revenues  will be recognized as
collected.

Stock Based Compensation

On  January  1,  2006,  we adopted  the fair  value  recognition  provisions  of
Financial  Accounting Standards Board ("FASB") Statement of Financial Accounting
Standards  ("SFAS") No. 123(R),  Accounting  for  Stock-Based  Compensation,  to
account for  compensation  costs under our stock  option  plans.  We  previously
utilized the intrinsic value method under Accounting Principle Board Opinion No.
25,  Accounting for Stock Issued to Employees (as amended) ("APB 25"). Under the
intrinsic  value  method  prescribed  by APB  25,  no  compensation  costs  were
recognized  for our employee  stock options  because the option  exercise  price
equaled the market price on the date of grant. Prior to January 1, 2006, we only
disclosed  the pro forma  effects on net income and earnings per share as if the
fair value recognition provisions of SFAS 123(R) had been utilized.

In adopting SFAS No. 123(R), we elected to use the  modified  prospective method
to account for the transition from the intrinsic value method to the  fair value
recognition method. Under the modified prospective method, compensation  cost is
recognized from the adoption date forward for all new stock options granted  and
for any outstanding unvested awards as if the fair value method had been applied
to those awards as  of the  date of grant. We had no outstanding unvested awards
at the adoption date  and we  had no outstanding unvested awards during the 2005
comparative period.

                                       8
<PAGE>

Reclassifications

Certain items in the 2005 financial statements have been reclassified to conform
to the current period presentation.

NOTE 3 - GOING CONCERN

The accompanying financial  statements  have  been prepared  on a  going concern
basis,  which  contemplates  the  realization  of assets  and the  settlement of
liabilities and commitments in the normal  course  of  business. As reflected in
the accompanying financial statements, the  Company has a net loss of $2,068,825
for  the  six  months  ended  June 30, 2006,  a working  capital  deficiency  of
$3,702,607 at June 30, 2006 and a stockholders' deficiency of $3,691,197 at June
30, 2006. These factors raise substantial doubt about its ability to continue as
a going concern. The ability of the Company  to  continue as a going  concern is
dependent on the Company's ability to  raise additional funds  and implement its
business  plan.  The  accompanying  financial  statements  do  not  include  any
adjustments that might be  necessary  if the Company  is unable to continue as a
going concern.

NOTE 4 - CONVERTIBLE DEBT

Notes payable at June 30, 2006 and December 31, 2005 are as follows:

<TABLE>
<CAPTION>
                                                                                        June 30,       December 31,
                                                                                          2006             2005
<S>                                                                                   <C>              <C>
 Denise Barbato,  bearing interest at 10% per year, convertible into common stock
 at $0.084 per share. The note is payable on August 31, 2006                          $   973,135      $   973,135
 Denise Barbato, bearing interest at 10% per year, convertible into common stock
 at $0.084 per share. The note is payable on August 31, 2006
 (net of discount of $10,823)                                                              20,177               --
 Global  Atomic Inc.  demand note  payable to related  party at 10% per year,
 convertible into common stock at $1.00 per share                                           4,000            4,000
 International  Fission demand note payable to related party at 10% per year,
 convertible into common stock at $1.00 per share                                          15,000           15,000
 Jackie Brown,  demand note payable to related party, non -interest  bearing,
 convertible into common stock at $1.00 per share                                          20,000           20,000
 Long Lane  Capital  demand  note at 12 % per year,  convertible  into common
 stock at a 50% discount to market                                                             --           60,000
 Long Lane  Capital  demand  note at 12 % per year                                         10,000               --
                                                                                      -----------      -----------
 Total notes payable                                                                    1,042,312        1,072,135
 Less: current portion                                                                 (1,042,312)      (1,072,135)
                                                                                      -----------      -----------
 Balance notes payable (long term portion)                                            $        --      $        --
                                                                                      ===========      ===========
</TABLE>

During the six month period ending June 30, 2006,  the Company received advances
from Denise Barbato in the amount of $31,000.  The advances are convertible into
common stock at the rate of $0.084 per share and are  due August 31, 2006. Since
the notes are convertible at a discount  to market,  the Company  has recorded a
debt discount related  to  the  beneficial  conversion  feature in the amount of
$31,000, based on the proceeds received.  The discount  is  being amortized over
the term of the debt, through August 31, 2006. Amortization of debt discount for
the three  and  six month  periods  ended  June 30, 2006was $15,884 and $20,177,
respectively.

During February, 2006, the Company received $10,000 from Long Lane Capital
pursuant to a demand promissory note bearing interest at 12% per year.

                                       9
<PAGE>

NOTE 5 - STOCKHOLDER'S EQUITY

During the six months ended  June 30, 2006 the  Company  issued an  aggregate of
1,367,492 shares of common stock, valued at 1,070,715  for  consulting services.

During the  six  months  ended  June 30, 2006 the Company issued an aggregate of
2,171,871  shares as  payment of  expenses  accrued  at December 31, 2005 in the
amount of $1,056,445.

During January 2006  the Company  issued 2,000,000  shares  of  common  stock as
payment of $168,000 of interest accrued to Denise Barbato.

In April 2006 the  company issued 309,545 shares  to Long Lane capital valued at
$68,100 as a payment  for the February 2005 note of $60,000plus accrued interest
of $8,100.

During the  six months  ended June 30, 2005  the Company  issued an aggregate of
1,349,195 shares of common stock, valued at $876,750, for consulting services.

During  April 2005 the  Company  issued 2,514,723  shares as payment of expenses
accrued at December 31, 2004 in the amount of $467,940.

In February, 2005, the Company issued  Long Lane  Capital  a warrant to purchase
500,000 shares of common  stock in connection  with a  financing transaction. In
accordance with  EITF 00-27, a  portion  of  the proceeds  was allocated  to the
warrant based on its relative  fair  value,  which  totaled  $53,552  using  the
Black-Scholes option pricing model. The  assumptions  used in  the Black-Scholes
model  are as  follows: (1)  dividend  yield of 0%; (2)  expected volatility  of
215%,(3) risk-free interest rate of 4.9%, and (4)  expected life of 2 years. The
Company  recorded a  financing  expense  attributable  to  the warrants  and the
beneficial conversion feature of $60,000.


NOTE 6- MAJOR SUPPLIERS AND CUSTOMERS

The Company  licensed  its  technology  to one customer during the three and six
months ended June 30, 2006.

NOTE 7 - SUBSEQUENT EVENTS

On  July 12, 2006,  The  company  entered  into  an  Option Agreement to acquire
certain real property located in Union County, Iowa.  Fuel Frontiers paid $7,500
for the  option  to  purchase  approximately 110  acres.  The option permits the
purchase  of  the  property for $824,550 Dollars.  The option expires January 8,
2007.

                                       10
<PAGE>

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

FORWARD-LOOKING STATEMENT NOTICE:

This quarterly  report on Form 10-QSB and our future filings with the Securities
and Exchange Commission contain many forward-looking  statements,  which involve
risks and  uncertainties.  For this purpose,  any  statements  contained in this
report  that  are  not  statements  of  historical  fact  may  be  deemed  to be
forward-looking statements.  Without limiting the foregoing,  statements such as
our plans,  objective,  expectations  and  intentions.  You can  identify  these
statements by our use of words such as "may," "expect," "believe," "anticipate,"
"intend," "could,"  "estimate,"  "continue,"  "plans," or other similar words or
phrases.  Some of these  statements  include  discussions  regarding  our future
business strategy and our ability to generate revenue, income, and cash flow.

These statements are intended to identify forward-looking  statements within the
meaning of the various  securities  acts. We wish to caution the reader that all
forward-looking  statements contained in this Form 10-QSB are only estimates and
predictions.  Our actual results could differ  materially from those anticipated
as a result of risk facing us or actual events  differing  from the  assumptions
underlying such forward-looking  statements.  Readers are cautioned not to place
undue  reliance on any  forward-looking  statements  contained in this Quarterly
Report on Form  10-QSB.  Readers are  cautioned  not to place undue  reliance on
these  forward-looking  statements.  We undertake no obligation to update any of
these  factors  or to  publicly  announce  any  change  to  our  forward-looking
statements made herein,  whether as a result of new information,  future events,
changes in expectations or otherwise.

Our 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.

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

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

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

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

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

1.) A market opportunity is identified in an area of interest to us.

2.) A technical  assessment of the opportunity and existing related technologies
is performed with an appropriate combination of in-house and outside analysis.

3.) If the technical assessment indicates a viable market, research is performed
to identify and define an appropriate technology.

4.) The  technology  identified in the previous step is  reevaluated in light of
the expected  development  costs and market  opportunity.  A decision is made to
proceed  with   identified   technology,   suspend   development,   or  research
supplementary approaches.

5.)  Intellectual  property is secured through  initiation of the patent process
and/or  identified  technology is licensed.  Selected  technologies  may be kept
proprietary or trade secret.

6.)  Selected  technology  is  validated  by  an  appropriate  laboratory  under
contract.

7.) Once successfully validated,  the technology is then marketed to appropriate
entities for licensing or sale.  Depending on the technology being developed,  a
strategic  partnership  arrangement may be consummated at many different  points
along the development track.

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

During 2004, the company filed two U.S. patent  applications  for our (Tritiated
Water  Remediation) TWR technology that are currently  pending;  and to date, we
have filed three U.S.  patent  applications  for our Nuclear  Weapons  Detection
Technology.   Furthermore,   the  company  expects  to  file  additional  patent
applications  in  2006  for  our  TWR  technology,   Nuclear  Weapons  Detection
Technology, and our Nuclear Micro Battery Technology.

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

Additionally,  IPTH has the right to sub-license their rights under the terms of
the license  with the  approval of the  company.  IPTH has agreed to pay Nuclear
Solutions the sum of Nine Million Seven Hundred  Thousand  ($9,700,000)  Dollars
over a ten (10) year  period,  payable  on a  Bi-annual  basis in the  amount of
$485,000 Dollars,  or more, until paid in full. To the extent this technology is
commercialized,  we will be entitled to an Eight (8%) percent royalty payment on
all I.P. Technology Holding gross revenue related to this technology. On January
10, 2006 we modified the March 15, 2005 licensing agreement with I.P. Technology
Holding,  Inc. wherein license fees totaling  $465,416 on December 31, 2005 were
deferred until April 2006 and IPTH's payment schedule was changed to bi-annual.

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We continued our strategic  relationship  with  Multipartner,  S.P.A, an Italian
Corporation,  for  consulting  and  developmental  services in Europe;  and as a
result of this  relationship,  we now have  access to  offices  in Rome,  Italy.
Currently we are poised to establish our European  headquarters in Rome,  Italy.
Our offices in Rome will serve as a base for our European  operations from which
we intend to market our technologies,  explore  technologies  being developed in
Europe,  and utilize  European  technical  resources for technology  development
where applicable.

Additionally  in 2005,  we have worked with our  Russian  office and  scientific
advisory board to explore additional technology and developmental  opportunities
with the Russian  scientific  establishment.  Previously we were researching the
expansion of our weapons  detection  technology  portfolio by investigating  the
acquisition  of rights to a Russian  developed  Improvised  Explosive  Detection
Technology.  We have  elected to forgo  pursuit of this  technology  in order to
focus resources on other projects.

During 2005, we continued business development  operations in Moscow. The Moscow
office is staffed by Dr. Alexander Nigmatulin,  our Director of Russian business
development.  The  Russian  office is  responsible  for  identifying  licensable
technologies  and to secure  additional  research  capacity  within the  Russian
academic and  scientific  establishment  as the need arises.  Additionally,  the
Moscow office will contract with qualified research  facilities and personnel as
well as assess any additional  business  opportunities that may exist within the
Russian  scientific  and  technical  infrastructure.   We  initially  hired  Dr.
Nigmatulin in February 2003 on a contingency basis. At present, we have a shared
office  arrangement  with Dr.  Nigmatulin  at the Moscow  Institute of Steel and
Alloys and do not have a commitment  or  requirement  for rent.  We believe that
this arrangement is adequate for our needs and activities in Russia.  During the
last twelve  months our Director of Russian  Business  Development,  assembled a
scientific  advisory board consisting of Twenty-four  selected scientists from a
wide spectrum of disciplines  and areas of expertise.  The prominent  scientists
come from  organizations  such as the Russian  Academy of Sciences,  the Russian
Defense  Industrial  complex,  and private and state  owned R&D  companies.  The
scientists have agreed to remain in standby mode until presented with a specific
Project. The terms and conditions of a contractual consulting arrangement with a
selected  scientist or group of  scientists  will be negotiated at that time. To
date we have not  activated  the  services  of the Russian  Scientific  Advisory
Board.  Currently  our Moscow  office is  investigating  various  anti-terrorist
technologies and additional tritiated water remediation methods developed within
the Russian scientific community.

In June of 2003,  Patrick  Herda, a director,  and previously  Vice President of
Business  Development  was  appointed  to the  position of  President  and Chief
Executive Officer by the board of directors. We devoted a significant portion of
our time to evaluating,  planning, and reorganizing the business strategy of the
company.  These  activities  were  undertaken  with the goal of structuring  the
company for the highest  probability of securing long-term  operating capital to
fund our operations.  We evaluated our portfolio of projects and technologies in
relation  to  the  following  criteria:   market  demand  and  trends,   capital
requirements,  government regulations,  time and effort to bring a technology to
market,  expected  time  to  return  revenue,   financeability,   our  available
resources,  and overall  synergism with other projects.  Our goal was to come up
with a corporate strategy and technology mix that would be the best fit with our
corporate  strengths.  In  addition  to this,  we wanted to reduce the number of
projects  we  were  pursuing,   streamline  operations,   and  reduce  operating
expenditures.

After careful  evaluation,  we determined that it would be in the company's best
interest to indefinitely suspend work on the photonuclear reactor technology and
any related or  derivative  projects.  We evaluated  potential  market demand in
light of current economic conditions and redirection of government  resources to
improving homeland security and those appropriated for military expenditures. We
concluded that until the economic situation improves greatly,  and the threat of
homeland terrorism is sufficiently mitigated,  and the country is no longer on a
wartime  stance,  a new type of nuclear  reactor  technology  would be extremely
difficult to fund,  develop,  and build.  As of April 5, 2004, we sent notice to
Global Atomics  Licensing,  Ltd.  (GALL),  the licensor of the  technology,  and
unilaterally  terminated the license agreement which was originally  executed on
September 11, 2001. Currently no royalties or commissions are due to GALL.

Based upon our  evaluation,  we have  refocused  our business  objectives in the
previously mentioned areas of Homeland Security,  specifically  portable nuclear
weapon and shielded nuclear  material  detection,  Nanotechnology,  specifically
nuclear  micro  battery  technology,   and  nuclear  remediation,   specifically
tritiated water processing.  Over the next 12 months, we plan on raising working
capital  to fund  development  of  these  technological  areas  through  private
placements  of debt or  equity,  using  our  common  stock in lieu of cash,  and
applying for government grants, where appropriate.

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<PAGE>

Our  significant  assets  include  our  technology  license  agreement  with  IP
Technology Holding,  Inc. Our portfolio of intellectual  property which includes
trade  secrets  and  know-how  in the  areas of  nuclear  weapon  detection  via
gravitational  anomaly,  detritiation  of nuclear  wastewater;  and our  license
option  agreement for nuclear micro battery  technology  covered by U.S. Patents
Nos. 5,087,533;  6,118,204;  6,238,812, as well as our contractual  relationship
with our technical consultant Boris Muchnik.

OUR TECHNOLOGIES:

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

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

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

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

This technology is protected by three pending patent applications.  We filed our
first patent  application in October 2004.  Subsequently we filed two additional
patent  applications in January 2005. On October 18, 2005 we filed for our first
international patent on this technology via the Patent Cooperation Treaty (PCT).
We expect further development work on the intellectual property relating to this
technology and expect to file additional patents over the next twelve months.

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

Additionally,  IPTH has the right to sub-license their rights under the terms of
the license  with the  approval of the  company.  IPTH has agreed to pay Nuclear
Solutions the sum of Nine Million Seven Hundred  Thousand  ($9,700,000)  Dollars
over a ten (10) year  period,  payable  on a  Bi-annual  basis in the  amount of
$485,000 Dollars,  or more, until paid in full. To the extent this technology is
commercialized,  we will be entitled to an Eight (8%) percent royalty payment on
all I.P. Technology Holding gross revenue related to this technology. On January
10, 2006 we modified the March 15, 2005 licensing agreement with I.P. Technology
Holding,  Inc. wherein license fees totaling  $465,416 on December 31, 2005 were
deferred until April 2006 and IPTH's payment schedule was changed to bi-annual.

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

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

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

      -     Secure a strategic commercial development partner.

      -     Build and demonstrate a proof-of principle prototype.

      -     Seek additional licensees.

NUCLEAR MICRO-BATTERIES

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

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<PAGE>

In November  2003,  the Company  entered into a licensing  option  agreement for
three  issued U.S.  patents  for nuclear  micro-battery  technology  (Pat.  Nos.
5,087,533;  6,118,204;  6,238,812)  with Jackie Brown.  The company  purchased a
one-year option to exclusively  license the  technology,  with an additional six
month  first  right of refusal,  in  exchange  for 100,000  shares of our common
stock. In January 2006, the company extended the license option rights under the
terms of the  agreement  until  January  2007 in exchange for the payment of all
outstanding  maintenance  fees.  When the company  does  choose to exercise  its
rights under the licensing option  agreement,  we will execute a license royalty
agreement  for 7% of the  after  tax  profits  on the sale or  licensure  of the
technology to be paid to Ms. Brown.

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

Subsequent  to entering the licensing  option  agreement in November of 2003, we
began efforts to form  development  partnerships to assist in the development of
and to secure  government  funding for this  technology.  We have  initiated the
process  of  forming a teaming  arrangement  with  Lawrence  Livermore  National
Laboratories  to further  develop this  technology.  Previously,  we anticipated
finalizing a teaming relationship with Lawrence Livermore National  Laboratories
in 2005. This was not accomplished,  due to lack of working capital to fund this
development program in 2004.  Management  anticipates funding and launching this
teaming relationship in 2007.

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

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

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

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

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

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TRITIATED WATER REMEDIATION TECHNOLOGY (TWR) (Patents Pending)

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

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

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

During 2004 we filed two patent  applications  with the United States Patent and
Trademark Office to secure the rights to the tritium remediation  technology and
the  technology  is now  patent  pending.  IN  2005  these  patent  applications
published and are still pending.  Additionally  in 2005 we filed 2 international
patent applications based on our previously filed U.S. Patent Applications. Over
the next 12 months we plan on developing this technology  further and filing for
additional patent protection.  However, it is possible that we may choose not to
file a patent  application  on the technology if it is determined to be contrary
to the security  interests of the United States. TWR technology is a development
stage technology. We cannot guarantee that we will either receive any patents on
the technology or that the technology can be successfully commercialized.

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

Progress in the  development of our  technologies  has been slower than expected
due to the  lack  of  personnel  and  lack of  working  capital.  We  anticipate
increasing  staffing  levels  over the next 12  months.  We  estimate  that with
working capital of $2,000,000  dollars at least one of our technologies  will be
fully demonstrable and ready for commercial licensing within 18 months.

Entering the Renewable Fuels Sector  with Fuel  Frontiers, Inc. (formerly Future
Fuels, Inc.)

Introduction

In  2005  the  company  entered  the  renewable  fuels  business  through  a new
subsidiary called Fuel Frontiers,  Inc. (formerly known as Future Fuels,  Inc.).
The primary business of Fuel Frontiers,  Inc. (FFI) is to plan, design, finance,
construct,  and operate  multiple  ethanol  synthesis  facilities  worldwide  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 fuel-grade ethanol.

Initially, we plan on focusing our efforts in the proximity of the east and west
coasts  of the  United  States.  Over  the next  twelve  months,  we  anticipate
expanding our project development efforts internationally as opportunities arise
and as our capital and human resources permit.

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 currently in
negotiations for design engineering,  procurement,  construction, and production
operations for our first facility in the planning stages at Toms River, NJ. 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 providers.

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Due to the  business  model  differences  between  the  parent  company  Nuclear
Solutions, Inc. and its subsidiary Fuel Frontiers,  Inc., management anticipates
establishing  an  exploratory  committee  to  periodically  evaluate if and when
business conditions warrant a formal spin-off of FFI as a separately  registered
public  entity.  It is  anticipated  that the key criteria which will be used to
make this determination may include;  facilitating access to capital in a manner
consistent  and  suitable  for  the  company's  specific  business  environment,
allowing  for a  clearer  assessment  of  each  company's  respective  financial
performance,  encouragement of separate corporate cultures, increased management
independence  with  specialized  focus towards core business  operations and the
potential for  establishing  equity-based  employee  incentive  programs  linked
directly and independently to the employees respective employer.

System Overview

The FFI  approach for the  production  of ethanol  occurs in two stages.  In the
first stage the  feedstock  material is fed into the Startech  Plasma  Converter
System (PCS) which  transforms the feedstock  material into Plasma Converted Gas
(PCG) (TM), a synthesis gas. FFI entered into a global  strategic  alliance with
Startech Environmental Corporation that includes the use of this technology. The
heart of Startech's Plasma Converter System 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 PCG  (synthesis  gas).  Excess heat energy is
removed from the  resulting PCG and  recovered to generate  electricity  on-site
which can be used to provide power to the system. The cooled PCG is then refined
for purity and passed to the second stage. In the second stage, the refined PCG,
which is composed  primarily of carbon,  hydrogen and oxygen,  is converted into
ethanol  though a  modified  Fischer-Tropsch  gas-to-liquids  synthesis  process
similar in nature to one Dow Chemical  pioneered  in the mid 1980s.  The process
applies a metallic  catalyst to chemically  transform  the Plasma  Converted Gas
into  ethanol  which is then  refined  to  fuel-grade  ethanol  standards.  This
approach  is not  entirely  new;  as  early as 1936 in  Germany  Fischer-Tropsch
technology was used with  coal-produced  synthesis gas to produce  alcohols on a
commercial scale.

The FFI approach to ethanol production differs from other approaches for ethanol
production  mainly because our system can utilize  feedstock  materials that are
normally  considered  waste to society and typically have negligible or no value
and we do not employ a biomass based fermentation process that is typical in the
ethanol production  industry.  Since we can utilize feedstock  virtually free of
cost,  our feedstock  economic  model is highly immune to the  uncertainties  of
weather,  seasonality  and  competing  market  forces.  The ability to use waste
materials is a benefit of the Startech Plasma  Converter  System (PCS).  The PCS
system has the proven  capability to transform a wide variety of waste materials
into  the  Plasma  Converted  Gas  (PCG)  (synthesis  gas) in an  efficient  and
environmentally friendly manner.

Accomplishments to Date

Nuclear  Solutions,  Inc.  concluded  the  legal  formation  of  an  independent
subsidiary  under  the  name  Future  Fuels,  Inc.  (FFI)  on September 2, 2005.
Subsequently  on  March  31,  2006,  the  subsidiary's  name was changed to Fuel
Frontiers, Inc. (FFI) and the website at www.fuelfrontiers.com was launched.

On September 23, 2005,  the company  appointed  John C. (Jack) Young, an officer
of Nuclear  Solutions, Inc., as president of FFI.

On  November  3, 2005,  FFI  signed a land  lease  agreement  with  Venture  III
Associates,  a New  Jersey  General  Partnership,  and a  permit  and  feedstock
agreement with Ocean County Recycling Center, Inc., a New Jersey corporation.

FFI committed to a fifteen-year lease with Venture III Associates, renewable for
up to 90 years,  for an approximate  six-acre site in Toms River,  New Jersey to
build a proposed  52 million  gallon  waste-to-ethanol  production  facility  in
exchange for 1,000,000 shares of FFI common stock, deferred until June 30, 2006.
When the facility commences ethanol  production,  the company agrees to pay rent
of $240,000  dollars  annually in equal  monthly  installments,  plus three (3%)
percent of the net operating profit.

FFI entered into an exclusive  feedstock  agreement with Ocean County  Recycling
Center  (OCRC) in which OCRC agreed to supply FFI with  117,000 to 165,000  tons
per year of  suitable  feedstock  materials  for a proposed  52  million  gallon
waste-to-ethanol  production  facility in Toms River, New Jersey in exchange for
FFI converting the materials into synthesis gas.  Additionally,  FFI also agreed
to pay approximately $14.00 per ton of oversized feedstock materials which shall
not exceed 2% of the total yearly feedstock stream. The feedstock agreement also
secures  FFI access to  pre-approved  state and local  environmental  permits to
operate the facility,  pending standard  building permits and procedural,  final
consent from necessary regulatory agencies, as well as the on-site,  immediately
available source of feedstock suitable for conversion into ethanol.

                                       17
<PAGE>

On  November  9, 2005,  FFI  received  preliminary  approval  for $84 million in
tax-exempt  bond  financing by the New Jersey  Economic  Development  Authority.
After  the  statutory  ten-day  review  period  by the  Governor's  office,  the
preliminary bond approval was fully executed and officially adopted by the state
of New Jersey on December 5, 2005. The official  resolution approval enables FFI
to proceed  with a number of due  diligence  steps--including  the bond  rating,
underwriting,   and  placement  process--necessary  to  secure  the  funds.  The
tax-exempt bonds will be used for the design, construction, and initial start-up
operations  of  the   first-of-its-kind   52  million  gallon   waste-to-ethanol
production facility located in Toms River, New Jersey.

On January  11,  2006,  former  Managing  Director  of the New  Jersey  Economic
Development  Authority  Frank  Mancini  joined  FFI's  team as a  consultant  to
complete the bond underwriting process for the Toms River facility and to assist
in raising capital through municipal bonds to launch additional waste-to-ethanol
production facilities at other potential sites in the northeast,  midwest and on
the west coast. It is anticipated,  but not guaranteed,  that financing  through
the  issuance  of the bonds  will be secured  and is among the major  priorities
moving forward.

In addition to developments pertaining to financing, FFI entered into a contract
with  Tennessee-based  Eco-Energy,  Inc. on December 15, 2005 for the sale of 50
million gallons of ethanol per year. The ethanol  purchase  contract between FFI
and  Eco-Energy,  Inc.  was  revised on  February  27, 2006 to lock-in a 10-year
commitment.  Eco-Energy  would be  purchasing  approximately  all of the  annual
production or output of FFI's waste-to-ethanol facility once operational in Toms
River, New Jersey.

In  terms  of  technology,  FFI  and  Connecticut-based  Startech  Environmental
Corporation  concluded a  mutually-exclusive  global strategic alliance on March
13, 2006 through  which FFI gains access to  Startech's  innovative,  proven and
proprietary  Plasma Converter System.  Both FFI and Startech agreed to cooperate
in identifying and pursuing business  opportunities in which Startech's products
and equipment are  integrated  with FFI's  equipment and  production  process to
operate waste-to-ethanol  conversion facilities not only within the U.S. ethanol
market but also internationally.

On March 28,  2006,  Fred Frisco  joined the FFI team to assist  with  worldwide
investor relations.

On April 4, 2006, FFI retained the consulting services of ethanol expert Douglas
Durante to provide information and data about the ethanol industry and advise us
on the challenges and opportunities we face as we develop and pursue options for
entering and supplying the ethanol market.

Within the framework of our business model to launch additional waste-to-ethanol
production facilities at other potential sites in the Northeast,  Midwest and on
the West Coast,  FFI  announced  on April 10,  2006 that it had entered  into an
agreement  with  Ambient  Energy  Corporation  (Ambient)  to  begin  securing  a
potential site with abundant waste coal feedstock in eastern  Pennsylvania for a
250 million gallon per year waste-to-ethanol  production facility. This facility
would be in addition to the one under development in Toms River, New Jersey.

We intend to incorporate each of our proposed waste-to-ethanol conversion plants
located  at  various  domestic  and  international  sites as  totally  owned and
independent business entities. We made this decision based on the recommendation
of a  potential  underwriter  with  which  we are in  negotiations  to lead  the
placement of an $84 million tax-exempt bond offering.

Over the next twelve months, we anticipate that FFI's  development  efforts will
continue to focus on finalizing plant designs as well as securing  financing and
additional  locations.  These two key elements will play  critical  roles in the
establishment of FFI's first  waste-to-ethanol  conversion  facility,  which, in
turn,  will serve as a prototype  for launching  additional  facilities at other
potential  sites  domestically  and  internationally.  While we believe that the
appropriate  technologies  for  waste-to-ethanol   conversion  are  commercially
available,   there  is,  however,  no  guarantee  that  commercially   available
technologies  will be  appropriate  in every  instance for producing  ethanol in
FFI's proposed facility.  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 $1,000,000 to sustain operations. We anticipate raising
this money through debt and/or equity financing.

In August  2006,  we entered into an agreement  with Access  Capital  Investment
Group, Inc. to help secure working capital. Funding secured though this route is
intended to help accelerate our synthetic ethanol production  projects and other
groundbreaking initiatives in bio-ethanol production that we are now pursuing as
well.

                                       18
<PAGE>

In conjunction with our ongoing plans for ethanol  synthesis from waste sources,
we are also  concurrently  entering the business of bio-ethanol  production.  We
intend to use a new  implementation  of a plasma  hybrid  approach  to  dry-mill
production that has the potential to  significantly  lower production costs when
compared to conventional fossil-fuel powered ethanol production facilities.

We are launching  Liquidyne Fuels,  Inc.,  another  independent  subsidiary,  to
manage our  bio-ethanol  production  in this  regard.  Liquidyne  Fuels plans to
pursue  the   establishment   of  multiple   ethanol  plants   domestically  and
internationally using a modified,  potentially  patentable and proprietary model
for our fermentation-based ethanol production.

The  establishment  of Liquidyne  Fuels  coincides  with a purchase  option on a
potential   property  site  in  Union  County,   Iowa  to  construct  the  first
conventional  ethanol  production  facility.  We are  currently  developing  the
project  and  bringing  together  the  necessary   elements--including  permits,
corn/grain contracts and financing--to  operate a proposed 50 million gallon per
year conventional  ethanol  production  facility at the site. We paid $7,500 for
the option to purchase  approximately 110 acres for $824,550. The option expires
January 8, 2007.

Cautionary Factors that may Affect Future Results

We provide the  following  cautionary  discussion  of risks,  uncertainties  and
possible inaccurate assumptions relevant to our business and our products. These
are factors  that we think could cause our actual  results to differ  materially
from expected  results.  Other factors besides those listed here could adversely
affect us.

Trends, Risks and Uncertainties

The Company has sought to identify  what it believes to be the most  significant
risks to its business as discussed in "Risk Factors"  below,  but cannot predict
whether or not or to what extent any of such risks may be realized nor can there
be any assurances  that the Company has identified all possible risks that might
arise.  Investors  should  carefully  consider all of such risk  factors  before
making an investment decision with respect to the Company's common stock.

Limited operating history; anticipated losses; uncertainly of future results

The Company has only a limited operating history upon which an evaluation of the
Company  and  its  prospects  can be  based.  The  Company's  prospects  must be
evaluated with a view to the risks encountered by a company in an early stage of
development, particularly in light of the uncertainties relating to the business
model that the Company  intends to market and the  potential  acceptance  of the
Company's  business  model.  The  Company  will be  incurring  costs to develop,
introduce and enhance its products,  to establish  marketing  relationships,  to
acquire and develop  products that will complement  each other,  and to build an
administrative   organization.   To  the  extent  that  such  expenses  are  not
subsequently followed by commensurate revenues, the Company's business,  results
of operations  and financial  condition will be materially  adversely  affected.
There can be no assurance  that the Company will be able to generate  sufficient
revenues  from the sale of its products and services.  The Company  expects that
negative  cash  flow  from  operations  may  exist  for the next 12 months as it
continues to develop and market its products and services.  If cash generated by
operations is insufficient to satisfy the Company's liquidity requirements,  the
Company may be required to sell additional  equity or debt securities.  The sale
of additional  equity or convertible  debt securities would result in additional
dilution to the Company's shareholders.

Risk Factors:

INTELLECTUAL PROPERTY RIGHTS

The  company  regards  its  patents,   trademarks,   trade  secrets,  and  other
intellectual  property  (collectively,  the  "Intellectual  Property Assets") as
critical  to its  success.  The  company  relies on a  combination  of  patents,
trademarks,  and trade secret and  copyright  laws,  as well as  confidentiality
procedures, contractual provisions, and other similar measures, to establish and
protect its Intellectual Property Assets.

We  generally  enter into  confidentiality  and  invention  agreements  with our
employees and  consultants.  However,  patents and  agreements and various other
measures we take to protect our intellectual property from use by others may not
be effective for various reasons, including the following:

Our  pending  patent  applications  may  not be  granted  for  various  reasons,
including  the  existence  of similar  patents  or defects in the  applications;
parties to the confidentiality and invention agreements may have such agreements
declared  unenforceable  or, even if the agreements are enforceable,  may breach
such agreements;

                                       19
<PAGE>

The costs  associated  with  enforcing  patents,  confidentiality  and invention
agreements or other intellectual property rights may make aggressive enforcement
cost prohibitive;

Even if we  enforce  our  rights  aggressively,  injunctions,  fines  and  other
penalties may be insufficient to deter violations of our  intellectual  property
rights; and

Other persons may independently  develop proprietary  information and techniques
that,  although   functionally   equivalent  or  superior  to  our  intellectual
proprietary information and techniques, do not breach our patented or unpatented
proprietary rights.

Because  the value of our company and common  stock is rooted  primarily  in our
proprietary  intellectual  property,  our  inability to protect our  proprietary
intellectual  property or gain a  competitive  advantage  from such rights could
have a material adverse effect on our business.

In addition,  we may  inadvertently  be infringing on the proprietary  rights of
other  persons and may be required  to obtain  licenses to certain  intellectual
property  or other  proprietary  rights  from third  parties.  Such  licenses or
proprietary  rights may not be made available under acceptable terms, if at all.
If we do not obtain required licenses or proprietary  rights, we could encounter
delays in product  development or find that the  development or sale of products
requiring such licenses is foreclosed.

We anticipate  that any business model we develop will be subject to change.  At
this time it is impossible  for us to predict the degree to which demand for our
products  will evolve or whether any  potential  market will be large  enough to
provide any meaningful revenue or profit for us.

Our  products  and  technologies  are still in  development  and there can be no
assurances as to when and whether we will be able to commercialize  our products
and  technologies.  Our  technologies  have never been utilized on a large-scale
commercial basis.

Over the next 12 months we expect that we will continue to generate losses until
at least such time as we can generate  additional  revenue.  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  company  with  limited
resources,  we are subject to all risks  inherent  with the  establishment  of a
developing or new business.  The technologies we are developing may be regulated
now or in the  future  by the  United  States  Government  and  may  subject  to
regulatory requirements or export restrictions.

Management of Growth

The Company expects to experience growth in the number of employees  relative to
its current levels of employment and the scope of its operations. In particular,
the  Company  may  need to hire  scientists,  as well as  sales,  marketing  and
administrative personnel. Additionally, acquisitions could result in an increase
in employee  headcount and business  activity.  Such activities  could result in
increased responsibilities for management. The Company believes that its ability
to  attract,  train,  and retain  qualified  technical,  sales,  marketing,  and
management  personnel will be a critical  factor to its future  success.  During
strong  business  cycles,  the Company may experience  difficulty in filling its
needs for qualified personnel.

The  Company's  future  success  will be highly  dependent  upon its  ability to
successfully  manage the expansion of its operations.  The Company's  ability to
manage and support its growth effectively will be substantially dependent on its
ability to implement  adequate  financial  and  management  controls,  reporting
systems,  and  other  procedures  and  hire  sufficient  numbers  of  financial,
accounting,  administrative,  and  management  personnel.  The Company is in the
process of establishing  and upgrading its financial  accounting and procedures.
There can be no assurance  that the Company  will be able to identify,  attract,
and retain experienced accounting and financial personnel.  The Company's future
operating  results  will depend on the ability of its  management  and other key
employees  to  implement  and  improve its  systems  for  operations,  financial
control,  and  information  management,  and to recruit,  train,  and manage its
employee  base.  There  can be no  assurance  that the  Company  will be able to
achieve or manage any such growth  successfully  or to  implement  and  maintain
adequate financial and management controls and procedures,  and any inability to
do so would have a material adverse effect on the Company's business, results of
operations, and financial condition.

The  Company's  future  success  depends  upon its ability to address  potential
market opportunities while managing its expenses to match its ability to finance
its operations. This need to manage its expenses will place a significant strain
on the Company's management and operational resources.  If the Company is unable
to  manage  its  expenses  effectively,   the  Company's  business,  results  of
operations, and financial condition may be materially adversely affected.

                                       20
<PAGE>

Risks associated with acquisitions

As a major  component of its business  strategy,  the Company expects to acquire
assets and  businesses  relating  to or  complementary  to its  operations.  Any
acquisitions  by  the  Company  would  involve  risks  commonly  encountered  in
acquisitions of companies.  These risks would include,  among other things,  the
following:  the Company could be exposed to unknown  liabilities of the acquired
companies; the Company could incur acquisition costs and expenses higher than it
anticipated;  fluctuations  in the  Company's  quarterly  and  annual  operating
results could occur due to the costs and expenses of acquiring  and  integrating
new businesses or technologies;  the Company could  experience  difficulties and
expenses  in   assimilating   the  operations  and  personnel  of  the  acquired
businesses;   the  Company's   ongoing  business  could  be  disrupted  and  its
management's  time and  attention  diverted;  the  Company  could be  unable  to
integrate successfully.

Liquidity and Working Capital Risks; Need for Additional Capital to Finance
Growth and Capital Requirements

We have had limited  working  capital and we are  relying  upon notes  (borrowed
funds) to operate. We may seek to raise capital from public or private equity or
debt sources to provide working  capital to meet our general and  administrative
costs until net revenues make the business self-sustaining.  We cannot guarantee
that we will be able to raise any such capital on terms  acceptable  to us or at
all. Such financing may be upon terms that are dilutive or potentially  dilutive
to our stockholders.  If alternative sources of financing are required,  but are
insufficient  or  unavailable,  we will be  required  to modify  our  growth and
operating plans in accordance with the extent of available funding.

New Business

We are a new  business and you should  consider  factors  which could  adversely
affect our ability to generate revenues,  which include, but are not limited to,
maintenance  of positive  cash flow,  which depends on our ability both to raise
capital and to obtain additional financing as required,  as well as the level of
sales revenues.

Potential fluctuations in quarterly operating results -

Our quarterly  operating results may fluctuate  significantly in the future as a
result  of a  variety  of  factors,  most of  which  are  outside  our  control,
including:  the demand for our  products;  seasonal  trends in  purchasing,  the
amount  and timing of  capital  expenditures  and other  costs  relating  to the
development  of our  products;  price  competition  or  pricing  changes  in the
industry;   technical   difficulties  or  system   downtime;   general  economic
conditions,  and economic  conditions specific to the healthcare  industry.  Our
Quarterly  results  may also be  significantly  impacted  by the  impact  of the
accounting treatment of acquisitions,  financing  transactions or other matters.
Particularly  at our early stage of development,  such accounting  treatment can
have a material  impact on the results  for any  quarter.  Due to the  foregoing
factors,  among others,  it is likely that our operating results will fall below
our expectations or those of investors in some future quarter.

Dependence Upon Management

Our future  performance  and success is dependant upon the efforts and abilities
of our Management team,  Directors and key contractors.  If we lost the services
key members of management or other key employees before we could get a qualified
replacement, that loss could materially adversely affect our business. We do not
maintain key man life insurance on any of our Management.

Lack of Independent Directors

We  cannot  guarantee  that our  Board of  Directors  will  have a  majority  of
independent directors in the future. In the absence of a majority of independent
directors,  our executive  officers,  who are also  principal  stockholders  and
directors,   could  establish  policies  and  enter  into  transactions  without
independent review and approval thereof.  This could present the potential for a
conflict of interest between the Company and its stockholders  generally and the
controlling officers, stockholders, or directors.

Limitation of Liability and Indemnification of Officers and Directors

Our  officers  and  directors  are  required  to  exercise  good  faith and high
integrity in our  Management  affairs.  Our Articles of  Incorporation  provide,
however,  that  our  officers  and  directors  shall  have no  liability  to our
shareholders for losses  sustained or liabilities  incurred which arise from any
transaction in their respective managerial capacities unless they violated their
duty of loyalty, did not act in good faith, engaged in intentional misconduct or
knowingly  violated the law,  approved an improper dividend or stock repurchase,
or derived an improper  benefit from the  transaction.  Our Articles and By-Laws
also provide for the indemnification by us of the officers and directors against
any losses or liabilities they may incur as a result of the manner in which they
operate  our  business  or  conduct  the  internal  affairs,  provided  that  in
connection  with these  activities  they act in good faith and in a manner  that
they  reasonably  believe to be in, or not opposed to, the best interests of the
Company,  and their conduct does not constitute gross negligence,  misconduct or
breach  of  fiduciary   obligations.   To  further   implement   the   permitted
indemnification, we have entered into Indemnity Agreements with our officers and
directors.

                                       21
<PAGE>

Delays in the Introduction of Our Products

The Company may be subject to regulation by numerous  governmental  authorities.
Failure  to  obtain  regulatory  approvals  or delays  in  obtaining  regulatory
approvals by the Company,  its collaborators or licensees would adversely affect
the  marketing  of  products  developed  by the  Company,  as well as hinder the
Company's  ability  to  generate  product  revenues.  Further,  there  can be no
assurance  that the Company,  its  collaborators  or  licensees  will be able to
obtain  the  necessary  regulatory  approvals.  Although  the  Company  does not
anticipate  problems  satisfying any of the  regulations  involved,  the Company
cannot foresee the  possibility of new regulations  that could adversely  affect
the business of the Company.

Dependence on Independent Parties to Produce our Products

The Company may be  dependent  upon current and future  collaborations  with and
among independent  parties to research,  develop,  test,  manufacture,  sell, or
distribute  our  products.  The  Company  intends  to  continue  to rely on such
collaborative  arrangements.  Some of the risks and uncertainties related to the
reliance on such collaborations  include,  but are not limited to 1) the ability
to negotiate acceptable collaborative  arrangements,  2) the fact that future or
existing  collaborative  arrangements may not be successful or may not result in
products  that are marketed or sold,  3) such  collaborative  relationships  may
actually  act to limit or restrict the Company,  4)  collaborative  partners are
free to pursue alternative  technologies or products either on their own or with
others,  including  the  Company's  competitors  5) the  Company's  partners may
terminate a  collaborative  relationship  and such  termination  may require the
Company to seek other partners,  or expend substantial  additional  resources to
pursue these activities  independently.  These efforts may not be successful and
may interfere with the Company's ability to manage,  interact and coordinate its
timelines and objectives with its strategic partners.

Government Regulation

Our  products  and   technologies  and  our  ongoing  research  and  development
activities  are  subject to  regulation  for  safety,  efficacy  and  quality by
numerous  governmental  authorities  in the United  States and other  countries.
Depending on the  technology,  regulatory  approvals  and  certification  may be
necessary from the Department of Transportation,  Department of Energy,  Nuclear
Regulatory Commission,  Environmental Protection Agency,  Department of Defense,
and other federal, state, or local facilities. Failures or delays by the company
or its  affiliates or licensees in obtaining the required  regulatory  approvals
would adversely  affect the marketing of products that the company  develops and
our ability to receive product revenues or royalties.

Potential Inability of Officers  to Devote Sufficient  Time to the Operations of
the Business

Unless we are able to secure  additional  funding for  operations and payment of
officers  salaries,  we cannot  guarantee that we will be able to retain current
management or attract additional  personnel and they will be able to continue to
devote sufficient time to the operations of the business.

                                       22
<PAGE>

Limited Market Due To Penny Stock

The Company's stock differs from many stocks, in that it is a "penny stock." The
Securities  and  Exchange  Commission  has adopted a number of rules to regulate
"penny  stocks."  These rules  include,  but are not limited to,  Rules  3a5l-l,
15g-1,  15g-2,  15g-3,  15g-4,  15g-5,  15g-6 and 15g-7 under the Securities and
Exchange Act of 1934, as amended.  Because our  securities  probably  constitute
"penny stock"  within the meaning of the rules,  the rules would apply to us and
our securities.  The rules may further affect the ability of owners of our stock
to sell their securities in any market that may develop for them. There may be a
limited   market  for  penny   stocks,   due  to  the   regulatory   burdens  on
broker-dealers.  The market among dealers may not be active.  Investors in penny
stock  often are  unable to sell  stock  back to the  dealer  that sold them the
stock. The mark-ups or commissions  charged by the broker-dealers may be greater
than any profit a seller may make.  Because of large dealer  spreads,  investors
may be unable to sell the stock immediately back to the dealer at the same price
the dealer sold the stock to the  investor.  In some  cases,  the stock may fall
quickly in value.  Investors  may be unable to reap any profit  from any sale of
the  stock,  if they  can sell it at all.  Stockholders  should  be aware  that,
according to the Securities and Exchange  Commission  Release No. 34- 29093, the
market for penny stocks has suffered in recent years from  patterns of fraud and
abuse.  These patterns include:  - Control of the market for the security by one
or a few broker-  dealers that are often  related to the  promoter or issuer;  -
Manipulation of prices through  prearranged  matching of purchases and sales and
false and misleading  press releases;  - "Boiler room" practices  involving high
pressure sales tactics and unrealistic price projections by inexperienced  sales
persons;  -  Excessive  and  undisclosed  bid-ask  differentials  and markups by
selling broker- dealers;  and - The wholesale  dumping of the same securities by
promoters and broker-  dealers after prices have been  manipulated  to a desired
level,  along with the  inevitable  collapse  of those  prices  with  consequent
Investor losses. Furthermore, the "penny stock" designation may adversely affect
the  development  of any public market for the Company's  shares of common stock
or, if such a market develops, its continuation.  Broker-dealers are required to
personally  determine  whether an  investment  in "penny  stock" is suitable for
customers.  Penny  stocks  are  securities  (i) with a price of less  than  five
dollars per share; (ii) that are not traded on a "recognized" national exchange;
(iii)  whose  prices  are not quoted on the NASDAQ  automated  quotation  system
(NASDAQ-listed  stocks must still meet  requirement  (i)  above);  or (iv) of an
issuer with net tangible  assets less than $2,000,000 (if the issuer has been in
continuous  operation for at least three years) or $5,000,000  (if in continuous
operation for less than three years),  or with average  annual  revenues of less
than $6,000,000 for the last three years. Section 15(g) of the Exchange Act, and
Rule 15g-2 of the Commission require  broker-dealers  dealing in penny stocks to
provide potential investors with a document disclosing the risks of penny stocks
and to obtain a manually signed and dated written receipt of the document before
effecting any transaction in a penny stock for the investor's account. Potential
investors  in the  Company's  common  stock are  urged to  obtain  and read such
disclosure  carefully before  purchasing any shares that are deemed to be "penny
stock." Rule 15g-9 of the Commission requires broker- dealers in penny stocks to
approve the  account of any  investor  for  transactions  in such stocks  before
selling  any  penny  stock  to  that  investor.   This  procedure  requires  the
broker-dealer to (i) obtain from the investor information  concerning his or her
financial  situation,  investment  experience  and investment  objectives;  (ii)
reasonably  determine,  based on that  information,  that  transactions in penny
stocks are  suitable  for the  investor  and that the  investor  has  sufficient
knowledge and experience as to be reasonably  capable of evaluating the risks of
penny stock  transactions;  (iii) provide the investor with a written  statement
setting forth the basis on which the  broker-dealer  made the  determination  in
(ii) above;  and (iv) receive a signed and dated copy of such statement from the
investor,  confirming  that it  accurately  reflects  the  investor's  financial
situation,  investment  experience and investment  objectives.  Compliance  with
these requirements may make it more difficult for the Company's  stockholders to
resell their shares to third parties or to otherwise dispose of them.

Plan of Operation

We will need to raise additional money to fund 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.

Since our products and technologies are still in development and there can be no
assurances as to when and whether we will be able to commercialize  our products
and  technologies.  Our  technologies  have never been utilized on a large-scale
commercial basis.

Over the next 12 months we expect that we will continue to generate losses until
at least such time as we can generate  additional  revenue.  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.  Until  commercial  operations are
established,  no assurance can be given that the Company's  technologies will be
commercially successful.  Being a company with limited resources, we are subject
to all risks  inherent with the  establishment  of a developing or new business.
The  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.

                                       23
<PAGE>

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.

REVENUES

During the  quarter  ended June 30,  2006,  we  recognized  revenues  of $20,000
resulting from our license sale to I.P. Technology  Holding,  Inc. This compares
to 242,500 in revenues for the same period ended June 30, 2005.

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

Additionally,  IPTH has the right to sub-license their rights under the terms of
the license  with the  approval of the  company.  IPTH has agreed to pay Nuclear
Solutions the sum of Nine Million Seven Hundred  Thousand  ($9,700,000)  Dollars
over a ten (10) year  period,  payable  on a  Bi-annual  basis in the  amount of
$485,000 Dollars,  or more, until paid in full. To the extent this technology is
commercialized,  we will be entitled to an Eight(8%)  percent royalty payment on
all I.P. Technology Holding gross revenue related to this technology. On January
10, 2006 we modified the March 15, 2005 licensing agreement with I.P. Technology
Holding,  Inc. Wherein license fees totaling  $465,416 on December 31, 2005 were
deferred until April 2006 and IPTH's payment schedule was changed to bi-annual.

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

Business Concentration

For the quarter ended June 30, 2006, the balance of all accounts receivables was
from one customer.

OPERATING EXPENSES

Operating  expenses  for the  quarter  ended June 30, 2006 were  $1,219,676  and
compares  to 743,458 for the same period  ended June 30,  2005.  Included in the
quarter  ended June 30, 2006 are 911,658 and 196,621 in expenses for  consulting
fees and legal fees  respectively.  This compares to $567,192 in consulting fees
and $71,694 in legal fees for the quarter ended June 30, 2005.

During the quarter  ended June 30, 2006 we incurred  losses of  1,241,738.  This
compares  to losses of  529,362  for the  quarter  ended  June 30,  2005.  These
expenses were associated principally with equity-based compensation to employees
and  consultants,  product  development  costs and professional  services.  As a
result of limited capital  resources from its inception,  the Company has relied
on the issuance of equity securities to non-employees in exchange for services.

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

Liquidity and Capital Resources

As of June 30,  2006,  we had a working  capital  deficit  of  $3,702,605.  This
compares to a working  capital  deficit of  $3,522,413 as of June 30, 2005. As a
result of our operating  losses for the six-month period ended June 30, 2006, we
generated a cash flow deficit of $62,824 from operating  activities.  Cash flows
used in investing  activities  was $0 during the period.  Cash flows provided by
financing  activities were $41,000 on proceeds from short-term notes payable for
the six-month period ended June 30, 2006.

In  addition  to the  revenue  provided  by the  license  agreement  with  IPTH,
additional financing is 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 in order to provide the necessary  working capital.  We currently
have  no  commitments  for  financing.  There  is no  guarantee  that we will be
successful in raising the funds required.  We intend to use the proceeds derived
from  revenues or  financing  to pay  salaries,  and general and  administrative
expenses to maintain  the core  operations  of the  company.  By  adjusting  our
operations and development to the level of  capitalization,  we believe that the
annual  expected  license revenue of $970,000 if collected will be sufficient to
sustain the basic company operations over the next 12 months.


                                       24
<PAGE>

Management  believes it has sufficient  capital resources to meet projected cash
flow deficits through the next twelve months. However, if thereafter, we are not
successful  in generating  sufficient  liquidity  from  operations or in raising
sufficient  capital  resources,  on terms  acceptable  to us,  this could have a
material  adverse  effect on our business,  results of operations  liquidity and
financial condition.

Auditors'  opinion  expresses doubt about the Company's ability to continue as a
going concern.  The independent  auditors  report on the company's  December 31,
2005  financial  statements  included  in this Form  states  that the  Company's
recurring  losses  raise  substantial  doubts  about the  Company's  ability  to
continue as a going concern.

Product Research and Development

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

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

Acquisition or Disposition of Plant and Equipment

We do not anticipate the sale of any  significant  property,  plant or equipment
during the next twelve  months.  We do not  anticipate  the  acquisition  of any
significant property, plant or equipment during the next 12 months.

From our inception through the period ended June 30, 2006, we have relied on the
services of outside  consultants  for services and currently  have one full time
and one part  time  employee.  In order for us to  attract  and  retain  quality
personnel,  we anticipate we will have to offer  competitive  salaries to future
employees. We do anticipate our employment base will increase to approximately 5
full time employees as some  contractors  convert to employee  status during the
next 12 months.  As we continue  to expand,  we will incur  additional  cost for
personnel. This projected increase in personnel is dependent upon our generating
revenues and obtaining sources of financing.  There is no guarantee that we will
be successful in raising the funds required or generating revenues sufficient to
fund the projected increase in the number of employees.

Inflation

The effect of  inflation  on our  operating  results  was not  significant.  Our
operations  are located in North America and there are no seasonal  aspects that
would  have  a  material  effect  on  our  financial  condition  or  results  of
operations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Item 3. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.

As of the end of the  reporting  period,  March  31,  2006,  we  carried  out an
evaluation,  under the supervision and with the participation of our management,
including  the  Company's  Chairman  and Chief  Executive  Officer and the Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of our
disclosure  controls and procedures pursuant to Rule 13a-15(e) of the Securities
Exchange  Act of 1934  (the  "Exchange  Act"),  which  disclosure  controls  and
procedures are designed to insure that information required to be disclosed by a
company  in the  reports  that it files  under  the  Exchange  Act is  recorded,
processed, summarized and reported within required time periods specified by the
SEC's rules and forms.  Based upon that  evaluation,  the Chairman and the Chief
Financial  Officer  concluded  that our  disclosure  controls and procedures 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.

                                       25
<PAGE>

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

(c) Limitations.

            Our  management,  including  our  Principal  Executive  Officer  and
Principal  Financial  Officer,  does not expect that our disclosure  controls or
internal  controls  over  financial  reporting  will  prevent  all errors or all
instances  of fraud.  However,  we  believe  that our  disclosure  controls  and
procedures  are  designed to provide  reasonable  assurance  of  achieving  this
objective.  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.

                                       26
<PAGE>

PART II-OTHER INFORMATION

Item 1.     Legal Proceedings.

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


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

During  this  quarter the Company  offered and sold the  following  unregistered
equity securities:

On April 11, 2006 the Company issued  309,545 shares to Long Lane Capital,  Inc.
valued  at  $68,100  as a  payment  in full for the  outstanding  principal  and
interest on the February 2005 promissory note.

On May 8, 2006, the Company issued  1,000,000 common shares in connection with a
financial  consulting  agreement that was entered into on November 19, 2004 with
J.P Turner and Company. At the time the services were valued at $240,000.

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


ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

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


ITEM 5. OTHER INFORMATION.

            On July 12,  2006 we  entered  into an Option  Agreement  to acquire
certain real  property  located in Union  County,  Iowa.  We paid $7,500 for the
option to purchase  approximately  110 acres.  The option permits the company to
purchase the property for $824,550. The option expires January 8, 2007.

                                       27
<PAGE>

ITEM 6. EXHIBITS

(a) Exhibits:

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

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

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

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


                                   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 21, 2006.


                             NUCLEAR SOLUTIONS, INC.


By: /s/Patrick Herda
   -----------------
   Patrick Herda
   Title: President, CEO, CFO

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