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

FORM  10-QSB  (Mark  One)  QUARTERLY  REPORT  UNDER  SECTION  13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
                                   For the quarterly period ending June 30, 2003


TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
1934
                               For the transition period from         to
                                                              -------   --------
Commission file number 000-31959
                       ---------


                             NUCLEAR SOLUTIONS, INC.
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)


           NEVADA                                         88-0433815
-------------------------------                -------------------------------
   (State of Incorporation)                   (IRS Employer Identification No.)



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



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



     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
                                                                      ---  ---

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

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

     Applicable on to corporate issuers

     State the number of shares  outstanding  of each of the  issuer's  class of
common equity, as of June 30, 2003: 24,103,250
                                    ----------

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

<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements................................................ 1
          Independent Accountants Review Letter...............................
          Balance Sheet (unaudited)........................................... 2
          Statements of Operations (unaudited)................................ 3
          Statements of Cash Flows (unaudited)................................ 4
          Notes to Financial Statements.....................................5-12

Item 2.  Management's Discussion and Analysis or Plan
           of Operation....................................................13-17

Item 3.  Controls and Procedures..............................................18


PART II. OTHER INFORMATION

Item 1.   Legal Proceedings...................................................19

Item 2.   Changes in Securities and Use of Proceeds...........................19

Item 3.   Defaults upon Senior Securities.....................................20

Item 4.   Submission of Matters to a Vote
          of Security Holders.................................................20

Item 5.   Other Information...................................................20

Item 6.   Exhibits and Reports on Form 8-K....................................21

Signatures....................................................................22


NUCLEAR SOLUTIONS, INC.
FORM 10-QSB


PART I-FINANCIAL INFORMATION

Item 1. Financial Statements. (Unaudited)

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

                                       1
<PAGE>


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


                                                                      June 30,
                                                                        2003
                                                                    -----------
Assets

Current assets:
    Cash and equivalents                                            $    38,345
    Prepaid consulting fees                                               6,250
                                                                    -----------
      Total current assets                                               44,595
                                                                    -----------

Fixed assets, net                                                        19,841

Acquired technology, net                                                 56,550

Security deposit                                                          8,326

                                                                    -----------
                                                                    $   129,312
                                                                    ===========

Liabilities and Stockholder's Equity (Deficit)

Current liabilities:
    Accounts payable                                                $    30,367
    Accrued expenses                                                    126,707
    Accrued executive compensation                                      824,204
    Contingent liabilities                                               13,065
                                                                    -----------
      Total current liabilities                                         994,343
                                                                    -----------

Long-term liabilities:
    Convertible debt                                                    485,000
    Convertible debt - related party                                     60,500
    Accrued interest                                                     54,375
    Accrued interest - related party                                      5,400
    Line of credit                                                      406,000
                                                                    -----------
      Total long-term liabilities                                     1,011,275

                                                                    -----------
                                                                      2,005,618
                                                                    -----------


Stockholder's equity (deficit):

    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, 24,103,250 shares issued and outstanding                2,410
    Additional paid-in capital                                        2,631,917
    Deferred compensation                                              (238,338)
    Prior period adjustment                                              61,000
    (Deficit) accumulated during development stage                   (4,333,295)
                                                                    -----------
                                                                     (1,876,306)
                                                                    -----------

                                                                    $   129,312
                                                                    ===========

                                       2
<PAGE>
<TABLE>
<CAPTION>


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


                                                    Three Months Ending              Six Months Ending
                                                          June 30,                       June 30,           February 27, 1997
                                               ----------------------------    ----------------------------   (Inception) to
                                                     2003            2002            2003            2002     June 30, 2003
                                               ------------    ------------    ------------    ------------    ------------
<S>                                            <C>             <C>             <C>             <C>             <C>
Revenue                                        $       --      $       --      $       --      $       --      $       --
                                               ------------    ------------    ------------    ------------    ------------

Expenses:
   Depreciation and amortization                      5,339           5,345          10,298          10,386         120,791
   Consulting fees                                  251,814         233,740         485,279         440,874       1,819,390
   Legal fees                                        15,770           1,600          19,937          51,600         126,477
   Executive compensation - related party           144,003         147,250         316,075         352,175       1,722,013
   General and administrative expenses               40,829          53,132          89,101         205,834         470,337
                                               ------------    ------------    ------------    ------------    ------------
    Total expenses                                  457,755         441,067         920,690       1,060,869       4,259,008
                                               ------------    ------------    ------------    ------------    ------------

Other (expense):
   Interest (expense)                               (12,125)           --           (24,250)           --           (54,375)
   Interest (expense) - related party                (1,013)         (9,992)         (2,025)        (10,550)         (4,916)
   (Loss) due to write down of fixed assets            --              --              --              --           (14,996)
                                               ------------    ------------    ------------    ------------    ------------
    Total other (expense)                           (13,138)         (9,992)        (26,275)        (10,550)        (74,287)
                                               ------------    ------------    ------------    ------------    ------------

Net (loss)                                     $   (470,893)   $   (451,059)   $   (946,965)   $ (1,071,419)   $ (4,333,295)
                                               ============    ============    ============    ============    ============

Weighted average number of
   common shares outstanding -                   22,771,382      21,079,250      22,631,095      21,075,695
   basic and fully dilluted                    ============    ============    ============    ============

Net (loss) per share - basic & fully diluted   $      (0.02)   $      (0.02)   $      (0.04)   $      (0.05)
                                               ============    ============    ============    ============
</TABLE>


                                       3
<PAGE>
<TABLE>
<CAPTION>


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


                                                                   Six Months Ending
                                                                      June 30,            February 27, 1997
                                                             ----------------------------  (Inception) to
                                                                   2003            2002     June 30, 2003
                                                             ------------    ------------   -------------
<S>                                                          <C>             <C>             <C>
Cash flows from operating activities
Net (loss)                                                   $   (946,965)   $ (1,071,419)   $ (4,333,295)
Depreciation and amortization                                      10,298          10,386         120,791
Shares issued for consulting services                             592,050            --         2,072,953
Shares issued for prepaid consulting services                        --              --           200,000
Shares issued for legal fees                                       25,000            --           125,000
(Loss) due to write down of fixed assets                             --              --            14,996
Prior period adjustment                                              --              --            61,000
Adjustments to reconcile net (loss) to
   net cash (used) by operating activities:
     (Increase) in security deposit                                  --            (3,480)         (8,326)
     (Increase) decrease in prepaid consulting services            17,500          80,000          (6,250)
     Increase in checks written in excess of cash                    --             2,364            --
     Increase (decrease) in accounts payable                      (21,949)         (4,488)         30,367
     Increase (decrease) in accrued expenses                      (77,606)        619,828         126,707
     (Decrease) in accrued payroll                                   --           (26,568)           --
     Increase (decrease) in accrued executive compensation       (184,081)        149,600         824,204
     Increase (decrease) in contingent liabilties                     (62)           --            13,065
                                                             ------------    ------------    ------------
Net cash provided (used) by operating activities                 (585,815)       (243,777)       (758,788)
                                                             ------------    ------------    ------------

Cash flows from investing activities
   Purchase of fixed assets                                       (11,371)        (18,536)        (40,732)
                                                             ------------    ------------    ------------
Net cash (used) by investing activities                           (11,371)        (18,536)        (40,732)
                                                             ------------    ------------    ------------

Cash flows from financing activities
   Convertible debt                                                  --           375,000         485,000
   Convertible debt - related party                                (1,500)         10,000          60,500
   Increase in accrued interest                                    24,250            --            54,375
   Increase in accrued interest - related party                     2,025          10,550           5,400
   Increase in line of credit                                     286,000            --           406,000
   Issuance of common stock                                          --              --            44,828
   Donated capital                                                   --              --            20,100
   Decrease (increase) in deferred compensation                   309,346        (120,997)       (238,338)
                                                             ------------    ------------    ------------
Net cash provided (used) by financing activities                  620,121         274,553         837,865
                                                             ------------    ------------    ------------

Net increase in cash                                               22,935          12,240          38,345
Cash - beginning                                                   15,410           2,128            --
                                                             ------------    ------------    ------------
Cash - ending                                                $     38,345    $     14,368    $     38,345
                                                             ============    ============    ============

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

Non-cash transactions:
   Number of shares issued for consulting services              1,615,000            --         3,289,250
                                                             ============    ============    ============
   Number of shares issued for legal fees                         100,000            --           400,000
                                                             ============    ============    ============
   Number of shares issued to acquire technology                     --              --        17,872,500
                                                             ============    ============    ============
</TABLE>


                                       4
<PAGE>


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

Note 1 - Basis of presentation

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

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

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

Note 2 - Going concern

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

Note 3 - Prepaid consulting fees

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

On October 8, 2002, the Company executed a consulting agreement with Diversified
Global Holdings,  LLC for a period of 12 months.  As part of the agreement,  the
Company  prepaid  fees  totaling  $25,000.  During the six months ended June 30,
2003, the company  expensed  $12,500 and the balance in prepaid  consulting fees
total $6,250.

Note 4 - Fixed assets

The Company purchased fixed assets in the amount of $11,371 during the six-month
period  ended  June  30,  2003.  Depreciation  expense  totaled  $1,598  for the
six-month period ended June 30, 2003.

Note 5 - Acquired technology

As of March 31,  2002,  the Company had licensed  technology  designed to render
nuclear waste products  environmentally  harmless for a stated value of $87,000.
Amortization  expense  totaled  $8,700 for the  six-month  period ended June 30,
2003.


                                       5
<PAGE>


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

Note 6 - Accrued expenses

During the six month  period  ended June 30,  2003,  the Company paid a total of
$13,943  to an  individual  who is a  shareholder  of the  Company  for  accrued
expenses. In addition, the Company paid a total of $3,745 to two individuals who
are officers and directors of the Company for accrued expenses.

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

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

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

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

As of June 30, 2003,  the Company has authorized a total of 30,800 shares of its
$0.0001 par value common stock,  but has not issued the stock. The Company plans
to issue the  common  stock  valued at  $11,980  to the  above  individuals  and
entities in the near future.

Note 7 - Accrued executive compensation

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

The Company had an Employment  Agreement  with Dr. Qi Ao, the vice  president of
research &  development,  whereby  the  Company is to pay Mr. Ao an annual  base
salary of $175,000  which  began on  November  15,  2001.  Also,  as part of the
agreement  he will  receive a $50,000  signing  bonus which is due by August 15,
2002 and has stock  options.  Mr. Ao has to choose either  170,000 shares of the
Company's  $0.0001  par value  common  stock or the option to  purchase  200,000
shares  of the  Company's  $0.0001  par  value  common  stock at $0.05 per share
exercisable  over three years. For the six-month period ended June 30, 2003, the
wages  expensed was $87,500 and the amount paid in cash was $17,020.  As of June
30, 2003, the balance of accrued executive compensation was $195,960.

The Company hired Patrick  Herda as the vice  president of business  development
whereby the Company is to pay Mr. Herda an annual base salary of  $150,000.  For
the six-month period ended June 30, 2003, the wages expensed was $75,000 and the
amount paid in cash was  $11,900.  As of June 30,  2003,  the balance of accrued
executive  compensation was $227,575 and at Mr. Herda's  discretion will be paid
back either in cash or common stock at a price of $1 per share.

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


                                       6
<PAGE>


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

The  Company  hired  Adrian  Joseph as the vice  president  of special  projects
whereby the Company is to pay Mr. Joseph an annual base salary of $144,000.  For
the  three-month  period ended June 30, 2003, the wages expensed was $72,000 and
the amount paid in cash was $9,939.  As of June 30, 2003, the balance of accrued
executive  compensation was $158,871 and at Mr. Joseph's discretion will be paid
back either in cash or common stock at a price of $1 per share. In addition,  on
October 15, 2002, the Company agreed to issue 1,000,000  shares of the Company's
$0.0001 par value  common  stock valued at the fair market value of the services
of $50,000.  As of June 30, 2003,  these shares have been issued are included in
accrued executive compensation.

On January 23, 2002, the Company hired John Dempsey as the president whereby the
Company is to pay Mr.  Dempsey an annual  base  salary of  $120,000.  During the
three-month  period ended June 30, 2003,  the wages expensed was $30,000 and the
amount  paid in cash was $6,721.  As of June 30,  2003,  the amount  accrued was
$74,132  and at Mr.  Dempsey's  discretion  will be paid back  either in cash or
common stock at a price of $1 per share.

Note 8 - Contingent liabilities

As of June 30,  2003,  the Company has accrued a total of $13,065 as  contingent
liabilities as related to expenses of the former  president of the Company,  Mr.
Paul Brown. The Company is currently negotiating with several entities to reduce
or eliminate this part of all of the accrued contingent liabilities.

Note 9 - Convertible debt

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

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

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

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

As of June 30, 2003,  the total amount due is $485,000 in principal  and $54,375
in accrued interest.

Note 10 - Convertible debt - related party

On November 24, 2001 the Company executed a promissory note with Global Atomics,
Inc.  (GAI),  a  company  controlled  by Paul M.  Brown,  the  Company's  former
president,  in the amount of $14,000. The note bears an interest rate of 10% per
annum and is due upon  demand.  At the  request of GAI,  any  unpaid  balance of
principal and interest due will be converted in common stock at a rate of $1 per
share. During the year ended December 31, 2002, the Company paid GAI $10,000. As
of June 30, 2003,  the amount due is $4,000 in  principal  and $1,700 in accrued
interest.


                                       7
<PAGE>


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

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

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

In July 2002, the Company executed two promissory notes with Patrick Herda, vice
president of business development,  totaling $23,000. The notes bear an interest
rate of 10% per annum and are due upon demand.  At the request of Mr. Herda, any
unpaid  balance of principal  and interest due will be converted in common stock
at a rate of $1 per share.  During the three month  period  ended June 30, 2003,
the Company paid $1,500. As of June 30, 2003, the total amount due is $21,500 in
principal and $1,725 in accrued interest.

As of June 30, 2003,  the total amount due is $60,500 in principal and $5,400 in
accrued interest.

Note 11 - Line of credit

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

Note 12 - Stockholders' equity

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

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

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

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

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

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


                                       8
<PAGE>
<TABLE>
<CAPTION>
                                     Nuclear
                                 Solutions, Inc.
                          (a Development Stage Company)
                                      Notes

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

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

Note 13 - Stock options

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

                            Six Months ended                    Six Months ended
                              June 30, 2003                       June 30, 2002
                      -----------------------------      -----------------------------
                                   Weighted Average                   Weighted Average
                          Shares    Exercise Price           Shares    Exercise Price
                      -----------------------------      -----------------------------
<S>                   <C>               <C>              <C>                <C>
Outstanding at
beginning of period          --                --                --                --
  Granted                 120,000       $      1.00           120,000       $      1.00
  Exercised                  --                --                --                --
  Lapsed or
  cancelled                  --                --                --                --
                      -----------       -----------       -----------       -----------
Outstanding at end
of period                 120,000       $      1.00           120,000       $      1.00
                      ===========       ===========       ===========       ===========
Options exercisable
at end of period          120,000                                               120,000

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

Weighted average
minimum fair value
of options granted
during the period            --                --                --                --
</TABLE>




                                       9
<PAGE>
<TABLE>
                                    Nuclear
                                 Solutions, Inc.
                          (a Development Stage Company)
                                      Notes

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


                                Six Months ended              Six Months ended
                                 June 30, 2003                 June 30, 2002
                                ================              ================
     Net loss available
     To common stockholders:

     As reported                $       (946,965)             $     (1,071,419)
                                ================              ================

     Pro Forma                  $     (1,066,965)             $     (1,191,419)
                                ================              ================


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

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


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

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

Note 14 - Related party transactions

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

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

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

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


                                       10
<PAGE>

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

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

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

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

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

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

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

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

In July 2002, the Company executed two promissory notes with Patrick Herda, vice
president of business development, totaling $23,000.

As of June 30, 2003, the Company had a total of $114,727 in accrued expenses due
to the officers and  directors of the Company for various  expenses  paid for on
behalf of the Company.

Note 15 - Commitments

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

On October 25, 2001, the Company executed a Consulting Agreement with Washington
Nuclear  for a term of six months  with a monthly  payment of $3,750  plus a $50
administrative  fee.  As of  June  30,  2003,  no  payments  have  been  made to
Washington  Nuclear  and the  amounts due have been  properly  reflected  in the
balance sheet in accounts payable.

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


                                       11
<PAGE>

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

On June 1, 2002, the Company began a  month-to-month  lease agreement for office
space.  The base monthly rent is $1,800 plus  additional  fees for occupying the
office space such as utilities,  telephone,  copies, postage, etc). On September
30,  2002,  the  Company  signed a one year lease  agreement  for  monthly  rent
totaling $2,800. The future minimum lease payments for 2003 are $22,400.  During
the three month  period  ended June 30,  2003,  the Company had rent  expense of
$12,058.

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

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

Note 16 - Subsequent events

On July 17,  2003,  the  Company  executed a master  research,  development  and
consulting  agreement  with  Boris  Muchnik  for a period  of three  years.  Mr.
Muchnik's  compensation  package  for the  first  year  will  include a total of
3,000,000  shares of its  $0.0001  par value  common  stock to be issued  over a
period of nine months.  The first  installment of 1,000,000 shares is due within
30 days of the  effective  date  of the  contract.  The  second  installment  of
1,000,000  shares is due  within 30 days  after  November  17,  2003.  The third
installment of 1,000,000  shares is due within 30 days after March 17, 2004. His
compensation  for the second and third year is  2,500,000  shares of its $0.0001
par  value  common  stock  per year to be  issued  at the  anniversaries  of the
effective date of the contract.

On July 24, 2003,  the Company and Dr. Qi Ao have  mutually  agreed to terminate
the employment agreement effective July 31, 2003. The Company will issue 300,000
shares of its  $0.0001  par value  common  stock to cancel  the total  amount of
accrued executive compensation of $195,960 due to Mr. Qi Ao.

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


                                       12
<PAGE>


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


Plan of Operation

Introduction

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

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

We continuously identify, screen, and evaluate selected technologies as to their
potential  for  development  into  unique  proprietary  solutions  that would be
price-and  performance-competitive in particular marketplaces.  Such designs are
then to be  developed  to the point that they may be  licensed,  joint-ventured,
sold to an industrial or governmental entity, or otherwise commercialized.

Project  implementation,  manufacturing  and deployment of our  technologies are
envisioned to be carried out by  licensees,  joint-venture  partners,  and other
industrial and government  entities.  Revenues are intended to be generated from
the licensure, sale and other usage agreements associated with our products.

Presently,   the  Company  is  pursuing  the  following  proprietary  technology
projects:

-- For homeland security - development of a nuclear  materials  detection
   and localization capability

-- For  the  defense,   aerospace   and   nanotechnology   communities  -
   development of nuclear micropower generation capabilities

-- For  government  and the nuclear  power  industry -  development  of a
   tritiated  water  remediation  system  and a system  for  photonuclear
   reactor concept for the transmutation of nuclear waste

-- For the nanotechnology community - marketing of a laser nano-machining
   system

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


                                       13
<PAGE>


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

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

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

The company intends to generate revenues from joint-ventures, licensing fees, or
sales of  individual  technologies.  For  instance,  we believe that our nuclear
wastewater remediation  technology could be ready for commercial  implementation
during the First quarter of 2004. As one example, a joint venture employing this
technology to clean  stockpiles of nuclear  wastewater may consist of partnering
with an environmental  remediation firm that would acquire a technology  license
to employ our proprietary process. Revenue for the company would be generated as
a function of the revenues  generated by the licensee.  Other examples would be:
revenue realized for others to incorporate,  operate,  manufacture,  or sell our
technology.  We  may  also  realize  revenue  from  the  outright  sale  of  any
technologies we are developing.

In February,  2003, the company opened a business  development office in Moscow.
The Russian office is responsible for identifying licensable technologies and to
secure  additional   research  capacity  in  within  the  Russian  academic  and
scientific  establishment  as the  need  arises.  This is being  done to  obtain
qualified  research  facilities and  additional  business  opportunities  with a
minimum cost to the company.

We will require  additional  financing to continue our planned operations during
2003.  Management believes that it will be able to raise the necessary financing
to continue  planned  operations.  There is no guarantee that we will be able to
successfully raise the required funds for operations, or that such funds will be
available on terms  satisfactory to us. Any inability to raise  additional funds
would require that we significantly  scale back our planned operations and would
lengthen the period of time required to bring technologies to the marketplace.


                                Our Technologies

Nuclear Material Detection and Localization

The  company  has  retained  scientific  expertise  to assist in the  design and
intellectual  property  development  for a system to  detect  and  localize  the
presence of special nuclear materials.  The target market for this technology is
homeland security and defense.


                                       14
<PAGE>


Nuclear Micropower Generation

Over the  course of the next four  months we  intend  to  acquire  or  license a
patented  and tested  nuclear  Micropower  generation  technology  for  powering
embedded  micro-systems.  We are currently negotiating terms of this acquisition
and expect  conclusion in the fourth quarter of 2003. The target market for this
technology is in the nanotechnology,  aerospace and defense industries. Over the
course of the next twelve months,  we intend to begin development of operational
prototypes with the cooperation of a national laboratory.  No specific contracts
for this development are currently in place.

Nuclear Wastewater Treatment (tritiated water separation and remediation)

Our  proprietary  GHR process is  envisioned  as a low cost,  portable,  modular
nuclear  wastewater  processing  system.  It is a filter-less  chemical-physical
non-nuclear  reactor that can extract  Tritium and Deuterium  from  contaminated
water.  The specific target market for this  technology is tritium  contaminated
water (tritiated water) produced as a by-product of nuclear complex  activities.
The Unites States houses  approximately  Six billion  gallons of tritiated water
with an additional 11 million gallons created annually. Countries such as Japan,
the United Kingdom, France, and Germany also have this problem. We also envision
our GHR process being used to remediate  tritiated water produced as a result of
fusion energy reactors.  Fusion energy is not yet a commercial reality.  However
fusion  reactors  are  expected to produce  tritiated  water as a  byproduct  of
operation if they ever achieve commercial viability. We see the fusion market as
a distant commercial potential, but an appropriate market for the GHR system.

We believe the use of GHR technology will cost  significantly  less than what is
currently  spent  on  storage  and  monitoring.  GHR can  also  help  avoid  the
undesirable option of releasing tritiated water into the environment.

Our data  suggest  that storage  costs  exceed  one-hundred  dollars per gallon.
Potential  customers have indicated that a processing  cost between six to eight
dollars a gallon  would be  acceptable.  We believe the cost to treat water with
our GHR  technology  will be  significantly  lower than six to eight dollars per
gallon.  We cannot  guarantee  that  customers will pay six to eight dollars per
gallon for our services when our technology is ready for  commercialization.  We
also cannot guarantee our per-gallon costs and expected profit margins until our
commercial prototype processing unit is fully tested.

We plan to  commercialize  GHR technology  during the first quarter of 2004. Our
business  model is to provide the  technology to industry  through  licensing or
joint  venturing  arrangements.  We  began  marketing  efforts  in 2002 and have
received interest from potential customers and partners.

Developmental  and  marketing   activities  for  our  GHR  wastewater  treatment
technology  over the next twelve  months  will  include:  prototype  testing and
validation, patent applications, field demonstrations, and marketing.

The company has funded approximately $125,000 of the $325,000 required to
complete the research. Additional funds will be required for marketing and
overhead expenses. We intend to finance this project through the use of debt
and/or equity financing.


                                       15
<PAGE>


Photonuclear Reactor System

Over the course of the next year,  the company  intends to  continue  conceptual
development  of a high  intensity  gamma laser system.  We believe it is the key
element in the  development of a photonuclear  reactor system that can transmute
radioactive materials into non-radioactive materials. This project is considered
long-term.

The development of two types of photonuclear reactor systems is envisioned.

A.) Photonuclear  waste  transmutation  without energy recovery can be used as a
nuclear waste treatment system that could process various forms liquid and solid
radioactive waste.

B.)  Photonuclear  waste  transmutation  with energy  recovery  can be used as a
laser-driven  reactor system that could transmute nuclear waste and yield usable
energy  in the form of  electricity.  The goal of this  system  is to  develop a
photonuclear reactor system that produces energy and a minimum amount of nuclear
waste materials.

The development effort for the photonuclear  reactor over the next twelve months
will focus on the conceptual research and development of a gamma laser system.

We believe that we have  advanced the concept of the photon  reactor  beyond the
original  licensed  embodiment.  The new advancements we are exploring may yield
new  patentable  concepts  that may render the  previously  licensed  technology
obsolete.  The  advancements  center around the development of a high intensity,
high  efficiency  gamma laser system which is advantageous to the performance of
the photonuclear reactor concept.

Development of this gamma laser system could have additional applications to the
defense and military sectors.

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

We envision revenue  generation through the licensing or sale of our proprietary
photonuclear  reactor  system.  We may also  realize  revenues  from the sale or
licensing  of  spin-off  technologies  such as a gamma laser  system,  and other
activities  such as consulting,  design,  testing or other related  professional
services.

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

We have not generated any revenue from operations since our inception, and we
have not been profitable since our inception. Although we believe that we may
recognize revenues during the next twelve months based on expressions of
interest from third parties, there can be no assurances as to when and whether
we will be able to commercialize our products and technologies and realize any
revenues. Our technologies have never been utilized on a large-scale commercial
basis. We cannot guarantee that customers will pay six to eight dollars per
gallon for our GHR services when, or if, our technology is ready for
commercialization. We also cannot guarantee our per-gallon costs and expected
profit margins until our commercial prototype processing unit is fully tested.


                                       16
<PAGE>


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

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

Forward-Looking Statements

This Form 10-KSB  includes  "forward-looking  statements"  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange  Act of  1934,  as  amended.  All  statements,  other  than
statements of historical  facts,  included or  incorporated by reference in this
Form 10-KSB which address  activities,  events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof), expansion
and growth of the Company's business and operations,  and other such matters are
forward-looking  statements.  These statements are based on certain  assumptions
and analyses made by the Company in light of its  experience  and its perception
of historical  trends,  current  conditions and expected future  developments as
well as other factors it believes are appropriate in the circumstances. However,
whether  actual  results  or  developments   will  conform  with  the  Company's
expectations and predictions is subject to a number of risks and  uncertainties,
general economic market and business conditions;  the business opportunities (or
lack  thereof)  that may be presented to and pursued by the Company;  changes in
laws or regulation;  and other factors,  most of which are beyond the control of
the Company.

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


                                       17
<PAGE>

Item 3. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures.

     Within  the 90 days  prior to the  date of this  Quarterly  Report  for the
period ended June 30, 2003, we carried out an evaluation,  under the supervision
and with the participation of our management,  including the Company's  Chairman
and  Chief  Executive   Officer  and  the  Chief  Financial   Officer,   of  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  pursuant to Rule 13a-14 of the Securities  Exchange Act of 1934 (the
"Exchange Act"), which disclosure controls and procedures are designed to insure
that  information  required to be  disclosed by a company in the reports that it
files under the  Exchange Act is recorded,  processed,  summarized  and reported
within required time periods specified by the SEC's rules and forms.  Based upon
that evaluation, the Chairman and the Chief Financial Officer concluded that our
disclosure  controls and  procedures  are  effective in timely  alerting them to
material  information  relating  to the  Company  required to be included in the
Company's period SEC filings.

(b) Changes in Internal Control.

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

Forward-Looking Statements

This Form 10-QSB  includes  "forward-looking  statements"  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange  Act of  1934,  as  amended.  All  statements,  other  than
statements of historical  facts,  included or  incorporated by reference in this
Form 10-QSB which address  activities,  events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof), expansion
and growth of the Company's business and operations,  and other such matters are
forward-looking  statements.  These statements are based on certain  assumptions
and analyses made by the Company in light of its  experience  and its perception
of historical  trends,  current  conditions and expected future  developments as
well as other factors it believes are appropriate in the circumstances. However,
whether  actual  results  or  developments   will  conform  with  the  Company's
expectations and predictions is subject to a number of risks and  uncertainties,
general economic market and business conditions;  the business opportunities (or
lack  thereof)  that may be presented to and pursued by the Company;  changes in
laws or regulation;  and other factors,  most of which are beyond the control of
the Company.


                                       18
<PAGE>

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

PART II-OTHER INFORMATION

Item 1.   Legal Proceedings.

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

Item 2.   Changes in Securities.

          Recent Sales of Unregistered Securities

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

     On May 29,  2003,  we issued  Scott  Liebling  83,333  shares for  business
consulting services valued at $25,000.

     On May 29,  2003,  we  issued  Adam  Malamut  83,333  shares  for  business
consulting services valued at $25,000.

     On May 29,  2003,  we issued  Jacquelyn  Davis  83,334  shares for business
consulting services valued at $25,000.

     On June 19,  2003,  we issued  120,000  shares to members of our  executive
advisory board. The shares were valued at $378,000.

     On June 19, 2003,  we issued Adrian  Joseph  1,000,000  shares for services
rendered as an officer. The services were valued at $50,000.


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<PAGE>

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

Item 3.  Defaults Upon Senior Securities.

         None.

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

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

Item 5.  Other Information

     On July 17, 2003, we entered into a research,  development  and  consulting
agreement  with Boris  Muchnik.  Mr. Muchnik is required to work a minimum of 40
hours per week on behalf of the company.  The contract  provides for stock based
compensation in the amount of Three Million  (3,000,000)  shares payable (1) One
Million  (1,000,000) on, or before August 17, 2003, (2) One Million  (1,000,000)
shares payable on, or before  December 17, 2003 and (3) One Million  (1,000,000)
shares on, or before  April 17,  2004.  The  compensation  will be paid from the
shares reserved in the company's 2003 Non-Qualified  Stock Grant and Option Plan
on  a  quarterly  basis.  Mr.  Muchnik  may  be  entitled  to  additional  bonus
consideration for his performance at the discretion of the board of directors.

Muchnik  holds  over two dozen U.S.  and  international  patents,  which are the
intellectual   property   basis  for   products   used   worldwide.   He  brings
high-technology   commercialization   expertise   to  Nuclear   Solutions:   His
entrepreneurial career started in 1984 with a start-up company,  Kerdix, Inc. As
the founder, technology inventor and CEO of KerDix, Muchnik conceived,  patented
and commercialized  the  recordable/eraseable  CD technology,  which is utilized
today in multiple audio and data storage/retrieval applications such as the Sony
mini-disc  and  computer  data  devices.   KerDix  licensed  its   manufacturing
technology in 1989 to Hoechst AG of Germany,  a  multi-billion  dollar  chemical
company, and Konica of Japan.  Muchnik spent three years in Wiesbaden,  Germany,
constructing  the  world's  first  manufacturing  plant with the  capacity  of 1
million recordable/eraseable CDs per year.


                                       20
<PAGE>


--   Muchnik has held executive technical  leadership positions with Fortune 500
     companies, developing and manufacturing high-performance laser data storage
     systems.

--   He has invented  core  technologies  for other  successful  entrepreneurial
     companies,  including  MemArray,  Inc.,  which  developed VCSEL laser array
     technology for high-performance CD applications; MOST Corp.; CaliPer, Inc.;
     and Dazar Corp.

--   Muchnik  performed  graduate  research at  Kurchatov's  Institute of Atomic
     Energy, Russia's leading nuclear weapons lab. He participated in pioneering
     research for the Laser Isotope Isolation Project.

--   Muchnik received his degree of engineer-physicist,  specializing in nuclear
     physics,  from Moscow  Institute of Physics and  Technology,  Russia's most
     prestigious technology school. He received the equivalent of a doctorate in
     nuclear chemistry from the Institute of Physical  Chemistry,  Laboratory of
     Chemistry  of  Transuranium  Elements of the Russian  Academy of  Sciences.
     Muchnik spent two years  performing  post-graduate  research in Laser Raman
     Spectroscopy at Polytechnic  Institute of New York upon arrival in the U.S.
     in 1976.

--   Boris is a naturalized U.S. citizen who has been a Colorado  resident since
     1980 and  recently  moved to  Washington,  D.C.,  to pursue  projects  with
     Nuclear Solutions.


     On July 31, 2003, Qi Ao resigned as Vice President of the company.



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

     (a)  Exhibits:

     31.1 Chief  Executive   Officer-Section   302  Certification   pursuant  to
          Sarbane-Oxley Act.
     31.2 Chief  Financial  Officer-  Section  302  Certification   pursuant  to
          Sarbane-Oxley Act.
     32.1 Chief  Executive   Officer-Section   906  Certification   pursuant  to
          Sarbane-Oxley Act.
     32.2 Chief  Financial  Officer-  Section  906  Certification   pursuant  to
          Sarbane-Oxley Act.
     (b)  Reports on Form 8-K.

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


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<PAGE>


SIGNATURES

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated: August 14, 2003


                             NUCLEAR SOLUTIONS, INC.




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













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