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, 2002


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

                            1530 East Commercial St.
                               Meridian, ID 838642

          Former Name, former address and former fiscal year if changed
                                since last report

         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 the latest practicable date:

         Transitional Small Business Disclosure Format
         (Check One)
         Yes      No x
             ---    ---
<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements...........................................     3
          Independent Accountants Review Letter..........................     3
          Balance Sheet (unaudited)......................................     4
          Statements of Operations (unaudited)...........................     5
          Statements of Cash Flows (unaudited)...........................     6
          Notes to Financial Statements..................................     7

Item 2.  Management's Discussion and Analysis of Plan
           of Operation..................................................    12


PART II. OTHER INFORMATION

Item 1.   Legal Proceedings..............................................    15

Item 2.   Changes in Securities and Use of Proceeds......................    15

Item 3.   Defaults upon Senior Securities................................    15

Item 4.   Submission of Matters to a Vote
          of Security Holders...........................................     15

Item 5.   Other Information..............................................    15

Item 6.   Exhibits and Reports on Form 8-K...............................    15

Signatures...............................................................    16













                                       2
<PAGE>

                             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
six months ended June 30, 2002. 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 six months ended June 30, 2002, follow.


















                                       3
<PAGE>

                             Nuclear Solutions, Inc.
                        [formerly Stock Watch Man, Inc.]
                          (a Development Stage Company)
                                 Balance Sheets


                                                                    (unaudited)
                                                                      June 30,
                                                                        2002
                                                                    -----------
Assets

Current assets:
    Cash and equivalents                                            $    14,368
    Prepaid consulting fees                                              70,000
                                                                    -----------
      Total current assets                                               84,368
                                                                    -----------

Fixed assets, net                                                        20,540

Other assets:
    Acquired technology, net                                             73,950
    Security deposits                                                     3,480
                                                                    -----------
      Total other assets                                                 77,430
                                                                    -----------

                                                                    $   182,338
                                                                    ===========

Liabilities and Stockholder's (Deficit)

Current liabilities:
    Checks issued in excess of cash                                 $     2,364
    Accounts payable                                                     11,692
    Accrued expenses                                                    670,843
    Accrued payroll                                                        --
    Accrued executive compensation                                    1,067,542
    Accrued interest                                                     10,792
    Notes payable                                                       375,000
                                                                    -----------
      Total current liabilities                                       2,138,233
                                                                    -----------

Convertible debt - related party                                         39,000

Stockholder's (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, 20,850,000 shares issued and
      outstanding as of 6/30/02 and 12/31/01                              2,085
    Additional paid-in capital                                          797,915
    Deferred compensation                                              (374,122)
    (Deficit) accumulated during development stage                   (2,420,773)
                                                                    -----------
                                                                     (1,994,895)
                                                                    -----------

                                                                    $   182,338
                                                                    ===========

The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>

                             Nuclear Solutions, Inc.
                        [formerly Stock Watch Man, Inc.]
                          (a Development Stage Company)
                                   (unaudited)
                            Statements of Operations


                                                    Three Months Ending                 Six Months Ending
                                                          June 30,                          June 30,             February 27, 1997
                                               ------------------------------    ------------------------------   (Inception) to
                                                     2002             2001             2002             2001       June 30, 2002
                                               -------------    -------------    -------------    -------------    -------------
<S>                                            <C>              <C>              <C>              <C>              <C>

Revenue                                        $        --      $        --      $        --      $        --      $        --
                                               -------------    -------------    -------------    -------------    -------------

Expenses:
   Depreciation and amortization                       5,345               55           10,386               70           15,155
   Consulting fees                                   233,740             --            440,874             --            933,874
   Legal fees                                          1,600             --             51,600             --             76,600
   Executive compensation - related party            147,250             --            352,175             --          1,016,992
   General and administrative expenses                53,132            1,398          205,834            6,434          367,360
                                               -------------    -------------    -------------    -------------    -------------
    Total expenses                                   441,067            1,453        1,060,869            6,504        2,409,981
                                               -------------    -------------    -------------    -------------    -------------

Other (expense):
   Interest expense - related party                   (9,992)            --            (10,550)            --            (10,792)
                                               -------------    -------------    -------------    -------------    -------------

Net (loss)                                     $    (451,059)   $      (1,453)   $  (1,071,419)   $      (6,504)   $  (2,420,773)
                                               =============    =============    =============    =============    =============

Weighted average number of
   common shares outstanding - basic and
   fully diluted                                  20,850,000        2,127,500       20,850,000        2,127,500
                                               =============    =============    =============    =============

Net (loss) per share - basic & fully diluted   $       (0.02)   $       (0.00)   $       (0.05)   $       (0.00)
                                               =============    =============    =============    =============
</TABLE>






   The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>
<TABLE>
<CAPTION>

                             Nuclear Solutions, Inc.
                        [formerly Stock Watch Man, Inc.]
                          (a Development Stage Company)
                                   (unaudited)
                            Statements of Cash Flows


                                                                   Six Months Ending
                                                                      June 30,             February 27, 1997
                                                           ------------------------------   (Inception) to
                                                                 2002             2001       June 30, 2002
                                                           -------------    -------------    -------------
<S>                                                        <C>              <C>              <C>

Cash flows from operating activities
Net (loss)                                                 $  (1,071,419)   $      (6,504)   $  (2,420,773)
Depreciation and amortization                                     10,386               70           99,530
Shares issued for consulting services                               --               --            443,000
Shares issued for prepaid consulting services                       --               --            200,000
Shares issued for legal fees                                        --               --              5,000
Adjustments to reconcile net (loss) to
    net cash (used) by operating activities:
      (Increase) decrease in prepaid consulting services          80,000             --            (70,000)
      (Increase) in security deposits                             (3,480)            --             (3,480)
      Increase (decrease) in accounts payable                     (4,488)            --             11,692
      Increase in accrued expenses                               619,828             --            670,843
      (Decrease) in accrued payroll                              (26,568)            --               --
      Increase in executive compensation                         149,600             --            983,167
      Increase in accrued interest                                10,550             --             10,792
                                                           -------------    -------------    -------------
Net cash provided (used) by operating activities                (235,591)          (6,434)         (70,229)
                                                           -------------    -------------    -------------

Cash flows from investing activities
    Purchase of fixed assets                                     (18,536)          (1,287)         (22,573)
                                                           -------------    -------------    -------------
Net cash (used) by investing activities                          (18,536)          (1,287)         (22,573)
                                                           -------------    -------------    -------------

Cash flows from financing activities
    Increase in checks written in excess of cash                   2,364             --              2,364
    Increase in notes payable                                    375,000             --            375,000
    Convertible debt - related party                              10,000             --             39,000
    Issuances of common stock                                       --               --             44,828
    Donated capital                                                 --               --             20,100
    (Increase) in deferred compensation                         (120,997)            --           (374,122)
                                                           -------------    -------------    -------------
Net cash provided by financing activities                        266,367             --            107,170
                                                           -------------    -------------    -------------

Net increase (decrease) in cash                                   12,240           (7,721)          14,368
Cash - beginning                                                   2,128           11,419             --
                                                           -------------    -------------    -------------
Cash - ending                                              $      14,368    $       3,698    $      14,368
                                                           =============    =============    =============

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

Non-cash transactions:
    Number of shares issued for consulting services                 --               --          1,950,000
                                                           =============    =============    =============
    Number of shares issued for legal fees                          --               --            100,000
                                                           =============    =============    =============
    Number of shares issued to acquire technology                   --               --         17,872,500
                                                           =============    =============    =============
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                       6
<PAGE>

                            Nuclear Solutions, Inc.
                        [formerly Stock Watch Man, 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, 2001 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,  2002,  the  Company  has not
recognized revenue to date and has accumulated operating losses of approximately
$2,420,398 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

As of June 30,  2002,  the  Company  had two  consulting  agreements  valued  at
$230,000.  Amortization  expense totaled $110,000 for the six-month period ended
June 30, 2002.

Note 4 - Fixed assets

The Company purchased fixed assets in the amount of $18,536 during the six-month
period  ended  June  30,  2002.  Depreciation  expense  totaled  $1,686  for the
six-month period ended June 30, 2002.

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,
2002.

Note 6 - 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.  For
the six-month  period ended June 30, 2002,  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


                                       7
<PAGE>

                             Nuclear Solutions, Inc.
                        [formerly Stock Watch Man, Inc.]
                          (a Development Stage Company)
                                      Notes

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, 2002, the amount accrued was $50,000.

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, 2002, the amount accrued was $96,375 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 Bry Behrmann as the  licensing  specialist of the Company
and the  director  of  licensing  development  whereby the Company is to pay Mr.
Behrmann an annual amount of 150,000  shares of the Company's  $0.0001 par value
common stock valued at $337,500.  For the six-month  period ended June 30, 2002,
the amount accrued was $337,500 to be paid back with common stock.

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. For the six-month period ended June 30, 2002,
the amount accrued was $378,000 to be paid back with common stock.

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 six-month  period ended June 30, 2002, the amount accrued was $48,000 and at
Mr.  Joseph's  discretion  will be paid back either in cash or common stock at a
price of $1 per share.

Note 7 - Convertible debt - related party

On November 24, 2001 the Company executed a promissory note with Global Atomics,
Inc. (GAI), a company owned solely by Paul M. Brown, the Company's 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 six-month  period ended June 30, 2002,  the Company paid GAI $10,000.  As of
June 30,  2002,  the  amount  due is $4,000  in  principal  and $650 in  accrued
interest.

On December 11, 2001 the Company  executed a promissory note with  International
Fission  Fuels,  Inc.  (IFFI),  a company  owned  solely by Paul M.  Brown,  the
Company's  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,  2002,  the  amount  due is  $15,000  in
principal and $875 in accrued interest.

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

Note 8 - Notes payable

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.


                                       8
<PAGE>
<TABLE>
<CAPTION>

                             Nuclear Solutions, Inc.
                        [formerly Stock Watch Man, Inc.]
                          (a Development Stage Company)
                                      Notes


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.

As of June 30, 2002, the total amount due is $375,000 in principal and $8,542 in
accrued interest.

Note 9 - 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, 2002                       June 30, 2001
                          ---------------------------------   ---------------------------------
                                           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              --                --
       Exercised                     --                --                --                --
       Lapsed or
       cancelled                     --                --                --                --
                          ---------------   ---------------   ---------------   ---------------
     Outstanding at end
     of period                    120,000   $          1.00              --     $          --
                          ===============   ===============   ===============   ===============

     Options
     exercisable  at
     end of period                120,000                                --


     Options
     available for
     future grant                    --                                  --

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

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.

                                       9
<PAGE>
<TABLE>
<CAPTION>

                             Nuclear Solutions, Inc.
                        [formerly Stock Watch Man, Inc.]
                          (a Development Stage Company)
                                      Notes


                                                  Six Months ended    Six Months ended
                                                    June 30, 2002       June 30, 2001
                                                  ----------------    ----------------
     <S>                                          <C>                 <C>
     Net loss available To common stockholders:

               As reported                        $     (1,071,419)   $         (6,504)
                                                  ================    ================

               Pro Forma                          $     (1,191,419)   $         (6,504)
                                                  ================    ================

The  weighted  average  minimum fair value of options  granted  during the three
years in the  three-month  period ended June 30, 2002,  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, 2002.

<CAPTION>

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

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


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

Note 10 - Commitments

On January  23,  2002,  the Company  hired John  Dempsey as the  executive  vice
president  whereby  the  Company is to pay Mr.  Dempsey an annual base salary of
$120,000.  During the six-month period ended June 30, 2002, Mr. Dempsey was paid
$37,585.  For the six-month  period ended June 30, 2002,  the amount accrued was
$15,000  and at Mr.  Dempsey's  discretion  will be paid back  either in cash or
common stock at a price of $1 per share.

On February 28,  2002,  the Company  entered  into an agreement  with Los Alamos
National  Labs to provide  support  services  for our MCNP  computer  simulation
effort.  The term is for one year  and the  Company  paid  $30,000.  During  the
six-month period ended June 30, 2002, the amount expensed was $10,000.

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 $0.001 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.

On March 28, 2002,  the Company  executed an investment  banking  agreement with
I-Capital  Investment  (IC). The Company paid $25,000 as a retainer and upon the
close of a financial deal will pay IC $125,000.  In additional,  IC will receive
50,000 shares of the Company's $0.001 par value common stock.

                                       10
<PAGE>

                             Nuclear Solutions, Inc.
                        [formerly Stock Watch Man, 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). During the
six-months ended June 30, 2002, the Company had rent expense of $1,771.

Note 11 - Related party transactions

On January  23,  2002,  the Company  hired John  Dempsey as the  executive  vice
president  whereby  the  Company is to pay Mr.  Dempsey an annual base salary of
$120,000.  During the six-month period ended June 30, 2002, Mr. Dempsey was paid
$37,585.  For the six-month  period ended June 30, 2002,  the amount accrued was
$15,000  and at Mr.  Dempsey's  discretion  will be paid back  either in cash or
common stock at a price of $1 per share.

The officers and directors are involved in other business activities and may, in
the future,  become  involved  in other  business  opportunities.  If a specific
business  opportunity  becomes  available,  such  persons may face a conflict in
selecting  between the Company and their other business  interests.  The Company
has not formulated a policy for the resolution of such conflicts.

Note 12 - Subsequent events

On August  31,  2002,  the  Company  executed  a  six-month  agreement  with its
corporate  attorney for legal services to be provided effective through December
31, 2002. The attorney will receive  100,000 shares of the Company's  $0.001 par
value common stock valued at $20,000.

On July 7, 2002, the Company executed a promissory note with Patrick Herda, vice
president of business  development,  in the amount of $5,000.  The note bears an
interest  rate of 10% per annum and is 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.

On July 11, 2002,  the Company  executed a promissory  note with Patrick  Herda,
vice president of business development, in the amount of $18,000. The note bears
an interest rate of 10% per annum and is 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.

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.


                                       11
<PAGE>

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

Plan of Operation
-----------------

Nuclear  Solutions,  Inc. is a development stage company engaged in research and
development,  organizational efforts,  raising capital, and commercialization of
theoretical,  commercially  unproven and development stage technologies intended
for  remediation  and  treatment of various  forms of  radioactive  waste.  This
discussion  provides an analysis  of our plan of  operation  for the next twelve
months.

The Company's current Plan of Operation, as set forth in this annual report will
reflect  a change  in the  plan of  operation  since  the  death of the  company
President and CEO, on April 7, 2002.

The company intends to apply  significant  effort over the next twelve months to
commercialize  certain  technologies  and  related  businesses  that  management
believes to be within two years of revenue generation.  The company also intends
to continue  research  and  development  in to the  Hypercon(TM)  ADS system for
nuclear waste transmutation.

We  anticipate  that we will incur  significant  capital costs for the continued
development and marketing of our technologies.

We will require  additional  financing to continue our planned operations during
2002.  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.

Nuclear Wastewater Treatment

Nuclear  Solutions  will  undertake  effort  for the  marketing  and  industrial
optimization of GHR technology over the next twelve months.

The  company  has  entered  into a research  and  licensing  agreement  with The
Institute for Industrial Mathematics,  Inc (IIM), of Beer-Sheva,  Israel for the
acquisition  of GHR  technology in March 2002.  GHR is a proprietary  technology
that is intended for the removal of radioactive contaminants from water. It is a
filterless chemical-physical reactor that can extract Tritium and Deuterium from
contaminated  water. The agreement  between Nuclear  Solutions and The Institute
for Industrial  Mathematics  stipulates a 12 to 15 month  development  timeframe
whereby  optimal  parameters  and  system  design  for  high  volume  industrial
processing of nuclear wastewater through GHR are to be determined.

Management  estimates  that the  cost to  bring  GHR  technology  to  commercial
readiness will be  approximately  $550,000.  The company intends to fund the GHR
program  as a matter of  priority  over the next  twelve  months,  financing  is
intended through the use of debt and/or equity financing.

During the  optimization  phase for GHR, the company will  actively  seek out an
operating  partner  for the  commercialization  phase and  investigate  business
opportunities for the  implementation  of GHR worldwide.  Upon completion of the
commercial  optimization phase, management intends to manufacture GHR wastewater
processing   equipment  and  begin  treatment  of  contaminated  water  with  an
experienced operator in the field of nuclear waste remediation.

Photodeactivation of Nuclear Waste

Over the course of the next year the  company  will  continue  development  of a
photonuclear   waste   transmutation   system,   which   is   referred   to   as
photodeactivation, or the Hypercon(TM) ADS Transmutation System.

The development effort will focus on two different aspects of this technology:

A.) Photonuclear  waste  transmutation  without heat recovery is being developed
for  use  as a  nuclear  waste  treatment  system  that  can  process  materials
contaminated  with certain levels and types of  radioisotopes.  The system could
reduce the levels of radioisotope contamination present in many expendable items
that are used in the handling and processing of nuclear  materials.  The company
is currently preparing a joint venture partnership to develop specific solutions
based on this technology for the nuclear industry. The joint venture partnership
intends to  generate  revenues  by  initially  being  paid to  develop  specific
photonuclear  transmutation  solutions via contract  with an end-user.  Over the
course of the next  twelve  months the company  will market this  service to the
nuclear industry. Upon the execution of a development contract, the company will
require up-front and ongoing payments to function as a project developer for the
customer.  Upon  completion of the development  contract,  the company will then
collect  revenues based on predetermined  negotiations  that are calculated upon
percentage of cost savings or percentage of revenue formulas.

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<PAGE>

B.) Photonuclear  waste  transmutation with heat recovery is being developed for
use as an  accelerator  driven  reactor  system that could perform  photonuclear
transmutation of nuclear waste as well as reproduce usable energy in the form of
electricity.  This system is referred to as the HyperconTM ADS system.  Hypercon
ADS {trademark}, is a patented and patent-pending technique that uses photons to
yield gamma-neutron and gamma-fission  reactions which result in a change to the
atomic  structure  of the target  radioisotope.  The  process is  referred to as
photo-transmutation  (atomic  transmutation via photon induced gamma-neutron and
gamma-fission reactions).

The  Company  has  a  Three-phased   strategy  to  bring  the  Hypercon(TM)  ADS
(accelerator driven system) Photodeactivation technology to the marketplace. The
phases involve completion of the computer simulation process, design engineering
of a  pilot  plant,  and  the  construction  of the  pilot  plant  demonstration
facility.

Phase 1 Computer Simulation

The HyperconTM ADS Photodeactivation  process is a Photon-induced  nuclear waste
transmutation  process.  Key  performance  data such as rates of  transmutation,
thermal heat liberated and overall efficacy with various mixed waste streams and
reactor   configurations   needs  to  be  determined  before  the  design  of  a
demonstration reactor system can begin.

In order to benchmark  the key data that is required in the least amount of time
and with the most  efficient use of capital.  The company is employing  specific
nuclear modeling  software called Monte Carlo N-Particle  Transport Code (MCNPX)
that is  developed  by Los  Alamos  National  Labs.  MCNPX  was  developed  as a
scientific  research  tool by the  U.S.  government  to  supplant  the  need for
extensive  empirical nuclear research  experiments,  in order to reduce the time
and cost of generating  preliminary data for nuclear research projects,  reactor
and  weapons  designs.  MCNPX  is  regarded  as the most  comprehensive  nuclear
modeling tool in the industry.

During the next  twelve  months the company  will work with Los Alamos  National
Laboratories  to upgrade and include  several key  functions  into MCNPX code to
accommodate  the demands of modeling an exothermic,  photonuclear  transmutation
process.   When  the  code  augmentation  is  completed  further   transmutation
performance data can be generated.

The completed  MCNPX model will  demonstrate the end results and key performance
parameters of the HyperconTM ADS in a manner  acceptable to the nuclear industry
and the scientific  community.  The data obtained from this modeling effort will
them be  employed  in the  design  and  engineering  for a planned  20  Megawatt
Demonstration reactor.

Management  does  anticipate that phase 1 will require at least twelve months to
complete

Phase 2-- Design Engineering of the Pilot Plant

This phase  involves  design  engineering  for the  construction  of a prototype
facility pilot plant to be used for  demonstrations of the waste elimination and
power generation capabilities of the Hypercon ADS processes.

Upon  completion  of Phase 1, the  company  will then  contract  a  professional
nuclear  engineering  firm of the  stature of General  Electric  to perform  the
design  engineering of the pilot plant facility.  Estimates for construction and
engineering  costs for the  initial 20 Megawatt  pilot  plant are  approximately
US$50M to US$55M.  This  estimate  is based on  construction  of a plant with an
annual  transmutation  capacity of ten tons using  construction/materials  costs
from existing, contemporary nuclear facilities.

Here is a brief breakdown of estimated costs:

Engineering  -  US$4M  to  US$7M,  based  on  contemporary  experience.   Linear
Accelerator - US$5M based on contemporary  data.  Reaction Vessel - US$10M based
on Canadian  "slowpoke  Reactor".  Heat Recovery System - US$20M based on $1 per
watt at 20 megawatts heat. Building - US$5M based on contemporary power industry
estimates.  Materials  Handling - US$8M based on  logistics  tools in use at the
Hanford, Washington nuclear facility.

Phase 3-Licensing

At the completion of Phase 2, the pilot plant facility  design will be ready for
licensing.  The Nuclear Regulatory Commission (NRC) regulates licensing for this
type of plant  construction  and operation.  The primary business of the Company
will  be the  licensing  of its  proprietary  HyperconTM  ADS  photodeactivation
process and plant  design  specifications  to private  industry  and agencies of
governments.  In addition,  professional  services such as  consulting,  design,
testing and validation  will be offered to future Company  clients.  The Company
also  anticipates  providing  a broader  and deeper  selection  of  professional
services including:


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<PAGE>

Construction Engineering Support
Construction Project Management Support
On-going Operational Support
Testing
Training On-going Research and Development

The Company may also enter into agreements with the US Department of Energy (and
their foreign  counterparts) for the  neutralization of radioactive waste within
the scope of their responsibility. The licensing phase is dependent upon several
key factors that are outside of the twelve-month scope of this plan.

During the next twelve months,  the Company will need to raise  sufficient funds
in order to implement the HyperconTM ADS Phase I development plan.

During the period of the plan, we do not anticipate any  significant  changes in
the numbers of employees employed by us. However,  the strategic  acquisition of
an  operating  company  may  unexpectedly   increase  the  number  of  employees
significantly in the next 12 months.

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 five million dollars of
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 to purchase our design  services,  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 expect that we will  continue to generate  losses until at least such time as
we can commercialize  our technologies,  if ever. 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.

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  nuclear  remediation  technologies  will  be  commercially
successful.

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.


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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-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.

PART II-OTHER INFORMATION

Item 1.  Legal Proceedings.

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

Item 2.  Changes in Securities and Use of Proceeds

         None.

Item 3.  Defaults Upon Senior Securities.

         None.

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

On May 7,  2002,  the  Company's  majority  shareholders,  in lieu of a  special
meeting of the shareholders,  consented to the election of new directors who are
Patrick Herda, John Dempsey, Adrian Joseph, Ph.D., John Powers, Ph.D. and Steven
Yeich, The shareholder  consent in lieu of special meeting represented 54.43% of
the issued and outstanding voting common stock.

Item 5.  Other Information

         Appointment of Officers:
         ------------------------

The Company  recently  appointed  the  following  individuals  to the  following
offices.

John Dempsey, formerly a Vice President has been appointed Comapny President and
Chief Executive Officer.

Patrick  Herda,  formerly a Vice  President  and  Assistant  Secretary  has been
appointed Company Secretary, Treasurer, and Chief Financial Officer.

         Resignations:
         -------------

Steven Yeich, a Company director and Jackie Brown, a Company Secretary  resigned
their positions with the Company. To the Company's knowledge, neither Mr. Yeich,
nor Ms. Brown, had any  disagreements  with the Company  concerning  operations,
policies and practices.

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

         (a)      Exhibits: None

         (b)      Reports on Form 8-K: None.


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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: September 19, 2002


NUCLEAR SOLUTIONS, INC.


 /s/ John Dempsey                                     /s/ Patrick Herda
---------------------------                          ---------------------------
By: John Dempsey                                     By: Patrick Herda
Title: President                                     Title: Secretary/Treasurer




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