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

                                   FORM 10-QSB
                                   (Mark One)

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
      OF 1934 for the quarterly period ending June 30, 2005

[ ]   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.)


 1025 Connecticut Ave NW, Suite 1000 Washington, DC 20036
----------------------------------------------------------
(Address of principal executive offices)        (Zip Code)


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

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

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 [X] 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, 2005: 40,462,564

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


<PAGE>


Table of Contents



Item 1.   Financial Statements.............................................
          Balance Sheet (unaudited)........................................
          Statements of Stockholders' Equity (unaudited)...................
          Statements of Losses (unaudited).................................
          Statements of Cash Flows (unaudited).............................
          Notes to Financial Statements....................................



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



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



PART II.  OTHER INFORMATION



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



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



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



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



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



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

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

<PAGE>
                          PART I-FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                              NUCLEAR SOLUTIONS, INC
                             CONDENSED BALANCE SHEET

                                                                     June 30,
                                                                       2005
                                                                    -----------
                                                                    (Unaudited)
ASSETS

Current assets:
      Cash                                                          $    36,398
      Accounts receivable, net of allowance of $0                       182,916
                                                                    -----------

Total current assets                                                    219,314

Property and equipment, net of accumulated depreciation
  of $13,174                                                             15,041

Other assets                                                              1,800

                                                                    -----------
Total assets                                                        $   236,155
                                                                    ===========

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY

Current liabilities:
      Accounts payable and accrued expenses                         $ 1,412,043
      Accrued executive compensation                                    983,549
      Contingent liabilities                                            214,000
      Convertible notes payable - related parties(Note 4&5)              39,000
      Convertible notes payable - other(Note 4)                       1,093,135
                                                                    -----------
Total current liabilities                                             3,741,727
                                                                    -----------
Commitments and contingencies

Deficiency in stockholders' equity(Note 6)
      Preferred stock, $0.0001 par value; 10,000,000 shares
        authorized, no shares issued and outstanding                         --
      Common stock, $0.0001 par value; 100,000,000
        shares authorized, 40,462,564 shares
        issued and outstanding                                            4,046
      Additional paid-in capital                                      6,190,650
      Deferred equity based expense                                    (585,032)
      Accumulated deficit                                            (9,115,236)
                                                                    -----------
Total (deficiency) in stockholders' equity                           (3,505,572)
                                                                    -----------
Total liabilities and (deficiency) in stockholders' equity          $   236,155
                                                                    ===========

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


                                      F-1

<PAGE>

<TABLE>
<CAPTION>
                                                       NUCLEAR SOLUTIONS, INC
                                     CONDENSED STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
                                          FOR THE PERIOD JANUARY 1, 2005 TO JUNE 30,2005
                                                            (UNAUDITED)



                                                                                   Common Stock          Common Stock to be Issued
                                                                             -------------------------   -------------------------
                                                   Date            Price        Shares        Amount        Shares       Amount
                                              --------------   -----------   -----------   -----------   -----------   -----------
<S>                                           <C>                     <C>     <C>           <C>           <C>           <C>
Balance, December 31, 2004                                                    36,598,646   $     3,660            --            --

Shares issued for services                    February, 2005          0.69     1,055,438           105            --            --
                                              March, 2005             0.43       167,441            17            --            --

Beneficial conversion discount-
convertible note and warrants                                                         --            --            --            --

Amortization of deferred compensation                                                 --            --            --            --

Shares issued for accrued expense             April, 200              0.19     2,514,723           251            --            --

Shares issued for services                    April, 2005             0.20       126,316            13            --            --

Amortization of deferred compensation                                                 --            --            --            --

Net loss                                                                              --            --            --            --
                                                                             -----------   -----------   -----------   -----------
Balance, June 30, 2005                                                        40,462,564   $     4,046   $        --   $        --
                                                                             ===========   ===========   ===========   ===========

<CAPTION>
                                                                                                         Total Deficiency
                                               Additional       Deferred Equity       Accumulated        in Stockholders'
                                            Paid-In Capital      Based Expense          Deficit               Equity
                                            ---------------     ---------------       -----------        ----------------
<S>                                           <C>                 <C>                 <C>                   <C>
Balance, December 31, 2004                    $ 4,786,346          $ (385,287)        $(7,652,724)          $(3,248,005)

Shares issued for services                        732,645            (112,500)                 --               620,250
                                                   71,983             (72,000)                 --                    --

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

Amortization of deferred compensation                  --             107,324                  --               107,324

Shares issued for accrued expense                 467,689                  --                  --               467,940

Shares issued for services                         71,987            (319,305)                 --              (247,305)

Amortization of deferred compensation                  --             196,736                  --               196,736

Net loss                                               --                  --          (1,462,512)           (1,462,512)
                                              -----------         -----------         -----------           -----------
Balance, June 30, 2005                        $ 6,190,650         $  (585,032)        $(9,115,236)          $(3,505,572)
                                              ===========         ===========         ===========           ===========


The accompanying notes are an integral part of unaudited condensed financial statements.
</TABLE>


                                              F-2
<PAGE>

<TABLE>
<CAPTION>
                                         NUCLEAR SOLUTIONS, INC.
                                     CONDENSED STATEMENT OF LOSSES
                                              (UNAUDITED)

                                            For the Three Months Ended      For the Six Months Ended
                                                     June 30,                         June 30,
                                           ----------------------------    ----------------------------
                                               2005            2004            2005            2004
                                           ------------    ------------    ------------    ------------
<S>                                        <C>             <C>             <C>             <C>
Revenue                                    $    242,500    $         --    $    282,916    $         --
                                           ------------    ------------    ------------    ------------
Executive compensation                           67,500          67,500         135,000         135,000
Consulting fees                                 567,192         231,825       1,250,165         442,800
Legal and professional fees                      83,694          15,750         190,624          21,000
General and administrative expenses              23,696          10,425          51,281          21,197
Depreciation and amortization                     1,376           1,263           2,751           2,522
                                           ------------    ------------    ------------    ------------
                                                743,458         326,763       1,629,821         622,519
                                           ------------    ------------    ------------    ------------
Loss from operations                           (500,958)       (326,763)     (1,346,905)       (622,519)

Other Income(expenses)
     Interest expense                           (28,404)        (25,316)        (55,607)        (51,642)
     Finance costs                                   --         (36,500)        (60,000)        (73,000)
                                           ------------    ------------    ------------    ------------
Loss before provision for income taxes         (529,362)       (388,579)     (1,462,512)       (747,161)

Provision for income taxes                           --              --              --              --
                                           ------------    ------------    ------------    ------------
Net loss                                   $   (529,362)   $   (388,579)   $ (1,462,512)   $   (747,161)
                                           ------------    ------------    ------------    ------------
Basic and diluted loss per share           $      (0.01)   $      (0.01)   $      (0.04)   $      (0.02)
                                           ============    ============    ============    ============
Weighted average number of common shares
     outstanding, basic and diluted          40,093,558      31,043,364      38,542,985      30,042,249
                                           ============    ============    ============    ============


The accompanying notes are an integral part of unaudited condensed financial statements.
</TABLE>


                                                  F-3
<PAGE>

<TABLE>
<CAPTION>
                                      NUCLEAR SOLUTIONS, INC
                                CONDENSED STATEMENT OF CASH FLOWS
                                           (UNAUDITED)


                                                                       Six Months Ended June 30,
                                                                      --------------------------
                                                                         2005           2004
                                                                      -----------    -----------
<S>                                                                   <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                              $(1,462,512)   $  (747,161)
Adjustments to reconcile net loss to net cash
  provided (used in) operating activities:
    Depreciation and amortization                                           2,751          2,522
   Amortization of debt discount - beneficial conversion feature of
   convertible note and warrants                                           60,000             --
    Stock and warrants issued for services                              1,144,945        232,870
Changes in operating assets and liabilities:
  Accounts receivable                                                    (182,916)            --
  Other assets                                                                 --            535
  Accounts payable and accrued expenses                                   224,536        369,645
  Accrued executive compensation                                          126,000        135,000
                                                                      -----------    -----------
Net cash used in operating activities                                     (87,196)        (6,589)
                                                                      -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment                                                          --            (82)
                                                                      -----------    -----------
Net cash used in investing activities                                          --            (82)
                                                                      -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in checks issued in excess of cash                                    --             10
Payments on debt                                                          (12,426)            --
Proceeds from issuance of debt                                             60,000         79,635
Loan costs                                                                     --        (73,000)
                                                                      -----------    -----------
Net cash provided by financing activities                                  47,574          6,645
                                                                      -----------    -----------
Net increase in cash                                                      (39,622)           (26)

Cash, beginning of period                                                  76,020             26
                                                                      -----------    -----------
Cash, end of period                                                   $    36,398    $        --
                                                                      ===========    ===========
Supplemental disclosures:
Cash paid for:
  Interest                                                            $        --    $        --
  Income taxes                                                        $        --    $        --

Non-cash investing and financial activities:
Unamortized loan fees                                                 $        --    $   146,000
Accrued interest converted to note payable                            $        --    $    79,635
Debt restructing                                                      $        --    $   973,135
Amortization of debt discount - beneficial conversion feature of
convertible note and warrants                                         $    60,000    $        --

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

</TABLE>


                                       F-4
<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)


NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

Nuclear  Solutions,  Inc. (the "Company") was organized  February 27, 1997 under
the laws of the State of Nevada, as Stock Watch Man, Inc. Prior to April 1, 2005
the Company was  considered to be a  development  stage  enterprise.  During the
second  quarter of 2005,  planned  operations  commenced  and the Company  began
generating significant revenue.

On September  12, 2001,  the Company  amended its articles of  incorporation  to
change its name to Nuclear Solutions, Inc.

Business

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

Basis of Presentation

The accompanying  unaudited condensed  financial  statements as of June 30, 2005
and for the three and six month  periods  ended June 30, 2005 and 2004 have been
prepared by the Company  pursuant to the rules and regulations of the Securities
and  Exchange  Commission,   including  Form  10-QSB  and  Regulation  S-B.  The
information  furnished  herein  reflects all  adjustments  (consisting of normal
recurring  accruals and  adjustments),  which are, in the opinion of management,
necessary to fairly present the operating  results for the  respective  periods.
Certain  information  and  footnote   disclosures  normally  present  in  annual
financial statements prepared in accordance with accounting principles generally
accepted  in the United  States of America  have been  omitted  pursuant to such
rules and regulations.  The Company  believes that the disclosures  provided are
adequate to make the  information  presented  not  misleading.  These  financial
statements should be read in conjunction with the audited  financial  statements
and  explanatory  notes for the year ended December 31, 2004 as disclosed in the
company's 10-KSB for that year as filed with the SEC, as it may be amended.  The
results  of the  three  and six  month  periods  ended  June  30,  2005  are not
necessarily  indicative  of the results to be expected  for the full year ending
December 31, 2005.

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

Use of Estimates

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

Loss Per Share

Basic and diluted  loss per common  share for all periods  presented is computed
based on the weighted  average  number of common shares  outstanding  during the
year as defined by SFAS No. 128,  "Earnings Per Share".  The assumed exercise of
common  stock   equivalents   was  not  utilized   since  the  effect  would  be
anti-dilutive.  At June 30,  2005 and  2004,  the  Company  had  15,094,192  and
12,483,065 potentially dilutive securities.


                                      F-5
<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)

Revenue Recognition

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

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

Licensing fee income will be recognized ratably over the term of the license.

Reclassifications:

Certain items in the 2004 financial statements have been reclassified to conform
to the current period presentation.

NOTE 3 - GOING CONCERN

The  accompanying  financial  statements  have been  prepared on a going concern
basis,  which  contemplates  the  realization  of assets and the  settlement  of
liabilities  and  commitments in the normal course of business.  As reflected in
the accompanying financial statements, the Company has a net loss of $1,462,512,
a working  capital  deficiency of $3,522,413 and a  stockholders'  deficiency of
$3,505,572 for the quarter ended June 30, 2005. These factors raise  substantial
doubt  about its  ability to  continue  as a going  concern.  The ability of the
Company to continue as a going concern is dependent on the Company's  ability to
raise  additional  funds and  implement  its  business  plan.  The  accompanying
financial  statements do not include any adjustments  that might be necessary if
the Company is unable to continue as a going concern.


                                      F-6
<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)

NOTE 4 - CONVERTIBLE DEBT

Notes payable at June 30, 2005 and December 31, 2004 are as follows:

<TABLE>
<CAPTION>
                                                                                     June 30,     December 31,
                                                                                       2005          2004
                                                                                   -----------    -----------
<S>                                                                                <C>            <C>
Denise Barbato,  bearing interest at 10% per year, convertible into common stock
at $0.084 per share. The note is payable on October 31, 2005                       $   973,135    $   973,135
Global  Atomic Inc.  demand note  payable to related  party at 10% per year,
convertible into common stock at $1.00 per share                                         4,000          4,000
International  Fission demand note payable to related party at 10% per year,
convertible into common stock at $1.00 per share                                        15,000         15,000
Jackie Brown,  demand note payable to related party, non -interest  bearing,
convertible into common stock at $1.00 per share                                        20,000         20,000
Patrick  Herda  demand  note  payable  to  related  party  at 10% per  year,
convertible into common stock at $1.00 per share                                            --         12,425
Long Lane  Capital  demand  note at 12 % per year,  convertible  into common
stock at a 50% discount to market                                                      120,000         60,000
                                                                                   -----------    -----------
Total notes payable                                                                  1,132,135      1,084,560
Less: current portion                                                               (1,132,135)    (1,084,560)
                                                                                   -----------    -----------
Balance notes payable (long term portion)                                          $        --    $        --
                                                                                   ===========    ===========
</TABLE>

On February 25, 2005, the company executed a second promissory note payable with
Long Lane  Capital for $60,000  dollars.  The note is payable  within 30 days of
demand and carries a 12% per year  interest  rate.  Upon default the holder will
have the right to convert the unpaid principal balance, accrued interest and any
related  default  costs to common stock as follows:  At the option of the holder
the  conversion  price will be (a) Fifty (50%)  discount  of the 6-month  moving
average  stock price for the period June 1 through  December  31, 2004 which was
$0.44  discounted 50% equals $ 0.22 Cents per share, or (b) Fifty (50%) discount
of the lowest closing bid price per share between February 25, 2005 and the date
notice  of  warrant  exercise  is  given  to  the  Corporation.   As  additional
consideration,  Nuclear  Solutions,  Inc.  issued Long Lane Capital a warrant to
purchase  500,000  shares of common  stock at the same  price as the  conversion
price for a period of 24 months.  During the three  months  ended June 30, 2005,
the Company has recorded  beneficial  conversion discount relating to conversion
feature and warrants of $60,000.

NOTE 5 - CONVERTIBLE DEBT - RELATED PARTY

During  the six months  ended June 30,  2005 the  Company  repaid the  remaining
$12,425 principal balance due to Patrick Herda.

NOTE 6 - STOCKHOLDER'S EQUITY

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

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

In February,  2005, the Company  issued a warrant to purchase  500,000 shares of
common stock, as described in Note 4.

During the six months  ended June 30, 2004 the Company  issued an  aggregate  of
3,741,566 shares of common stock, valued at $331,950, for consulting services.


                                      F-7
<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)

On June 16,  2004,  the Company  issued a warrant to purchase a total of 200,000
shares  of the  Company's  $0.0001  par  value  common  stock at $0.30 per share
exercisable  over six  months to  Vintage  Filings,  LLC.  The fair value of the
options has been estimated  using the  Black-Scholes  option pricing model.  The
weighted  average  fair value of these  options  was $0.002 and the  warrant was
valued at $400.

NOTE 7 - LICENSE AGREEMENT

On March 15, 2005 the Company entered into a license agreement pursuant to which
it licensed its technology to a third party for a 10 year period.  Total license
fees over the 10 year period are $9,700,000,  payable in quarterly  installments
of $242,500, in arrears.

NOTE 8 -WARRANTS

Warrants

The  following  table  summarizes  the changes in warrants  outstanding  and the
related  exercise prices for the shares of the Company's  common stock issued by
the Company as of June 30, 2005:

   Warrants Outstanding & Exercisable
                                  Weighted                     Average
Exercise        Number            Remaining      Contractual   Weighed
Prices          Outstanding       Life (Years)   Average       Exercise Price
---------       -----------       ------------   -----------   --------------
$0.14               500,000                             1.25   $         0.14
$0.22               500,000                             1.67   $         0.22
                -----------
                  1,000,000                                    $         0.29
                ===========

                                      Number       Weighted
                                      of Shares    Price      Average  Exercise
                                      ---------    --------   -------  --------
Outstanding at December 31, 2004        750,000                        $ 0.34
 Granted                                500,000                          0.22
 Exercised                                   --                            --
 Canceled or expired                   (250,000)                         0.75
                                      ---------
Outstanding at June 30, 2005          1,000,000                        $ 0.18
                                      =========

NOTE 9- MAJOR SUPPLIERS AND CUSTOMERS

The Company  licensed its  technology  to one customer  during the three and six
months  ended June 30, 2005.  That  customer  accounted  for all of its accounts
receivable at June 30, 2005, and $142,500 was collected in August, 2005.


                                      F-8
<PAGE>

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

FORWARD-LOOKING STATEMENT NOTICE:

This quarterly report on Form 10-QSB contains many  forward-looking  statements,
which  involve  risks  and   uncertainties,   such  as  our  plans,   objective,
expectations  and  intentions.  You can identify these  statements by our use of
words  such as "may,"  "expect,"  "believe,"  "anticipate,"  "intend,"  "could,"
"estimate,"  "continue,"  "plans," or other  similar  words or phrases.  Some of
these statements include discussions  regarding our future business strategy and
our ability to generate revenue,  income,  and cash flow. We wish to caution the
reader that all  forward-looking  statements  contained  in this Form 10-QSB are
only estimates and predictions.  Our actual results could differ materially from
those  anticipated as a result of risk facing us or actual events differing from
the  assumptions  underlying  such  forward-looking   statements.   Readers  are
cautioned  not  to  place  undue  reliance  on  any  forward-looking  statements
contained in this Quarterly Report on Form 10-QSB.  Readers are cautioned not to
place undue  reliance  on these  forward-looking  statements.  We  undertake  no
obligation to update any of these factors or to publicly  announce any change to
our  forward-looking  statements  made  herein,  whether  as  a  result  of  new
information, future events, changes in expectations or otherwise.


OUR BUSINESS

Our  business  activity is to develop and license  product  technologies  in the
homeland security, defense,  nanotechnology and nuclear remediation sectors. Our
primary business  strategy  consists of developing our intellectual  property by
refining conceptual designs, filing patent applications,  and building operating
proof-of-principle  prototypes. Our business objective is to generate revenue by
licensing  or selling  our  product  technologies,  consisting  of  intellectual
property  in the  form  of  patents  and/or  patent  applications  to  potential
industrial  partners that have the resources and expertise to commercialize  our
product technologies in their respective marketplaces.

In addition to our primary business  strategy,  we are actively  researching and
attempting to obtain  marketing  and/or  sublicensing  rights to fully developed
products that fit within our target markets. For example, we have identified and
are in the process of obtaining the rights to products for remote  detection and
disruption  of  concealed  conventional  explosive  devices.  We intend  use our
expertise to facilitate  sales of these  products  through  potential  marketing
partners and/or integrate them, into new or existing products.

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

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


<PAGE>

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

In  November  2004  we  changed  our  principal  executive  offices  to  :  1025
Connecticut Ave NW, Suite 1000 Washington, DC 20036. Our primary mailing address
remains 5505 Connecticut Ave NW, #191 Washington, DC 20015.

RESULTS OF OPERATIONS

Three  months  ended June 30, 2005  compared to the three  months ended June 30,
2004

REVENUES

During the period  ending  June 30,  2005,  we  recognized  revenues of $242,500
resulting from our license sale to I.P. Technology  Holding,  Inc. This compares
to $0 in revenues for the same period ended June 30, 2004.

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

Additionally,  IPTH has the right to sub-license their rights under the terms of
the license with the approval of the company.

IPTH has agreed to pay Nuclear  Solutions  the sum of Nine Million Seven Hundred
Thousand  ($9,700,000)  Dollars  over  a ten  (10)  year  period,  payable  on a
quarterly basis in the amount of $242,500 Dollars, or more, until paid in full.
To the extent this technology is commercialized, we will be entitled to an Eight
(8%)  percent  royalty  payment on all I.P.  Technology  Holding  gross  revenue
related to this technology.

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

OPERATING EXPENSES

Operating  expenses  for the  quarter  ended  June 30,  2005 were  $743,458  and
Compares to $326,763 for the same period  ended June 30,  2004.  Included in the
Quarter  ended June 30 2005 are $567,192  and 83,694 in expenses for  consulting
fees and legal fees  respectively.  This compares to 231,825 in consulting  fees
and  $15,750 in legal  fees for the second  quarter  of 2004.  The  increase  in
expenses is attributed to the increased  market  valuation of equity  securities
issued for  pre-existing  obligations.  Legal fees were higher due to  increased
activity  in the  development  of  intellectual  property  and  filing of patent
applications.


<PAGE>

From our inception  through June 30 2005, we have incurred  losses of 9,115,236.
These expenses were associated  principally  with  equity-based  compensation to
employees and consultants, product development costs and professional services.

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

LIQUIDITY AND CAPITAL RESOURCES


As of June 30,  2005,  we had a working  capital  deficit of  $3,522,413.  This
compares to a working capital deficit of $ 2,808,141 as of June 30, 2004. As
a result of our  operating  losses for the three months ended June 30, 2005,  we
generated a cash flow deficit of $87,196 from operating  activities.  Cash flows
used in  investing  activities  was $0 during  the  quarter.  Cash flows used in
financing activities were $47,575 on payment of short-term notes payable for the
first three months ended June 30, 2005.

While we have raised capital and generated  revenue to meet our working  capital
and financing  needs in the past,  additional  financing is required in order to
meet  our  current  and  projected  cash  flow  deficits  from   operations  and
development.

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

AUDITOR'S  OPINION  EXPRESSES DOUBT ABOUT THE COMPANY'S ABILITY TO CONTINUE AS A
"GOING CONCERN"

The independent  auditors  report on our December 31, 2004 financial  statements
included in the Company's  Annual  Report  states that the Company's  historical
losses and the lack of revenues  raise  substantial  doubts about the  Company's
ability  to  continue  as a going  concern.  If we are  unable  to  develop  our
business,  we have to discontinue  operations or cease to exist,  which would be
detrimental  to the  value  of the  Company's  common  stock.  We  can  make  no
assurances  that our  business  operations  will  develop  and  provide  us with
significant cash to continue operations.


<PAGE>

PRODUCT RESEARCH AND DEVELOPMENT

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

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

NUMBER OF EMPLOYEES

From our inception through the period ended June 30, 2005, we have relied on the
services of outside  consultants  for services and currently  have one full time
employee. In order for us to attract and retain quality personnel, we anticipate
we will have to offer competitive salaries to future employees. We do anticipate
our employment base will increase to approximately 5 full time employees as some
contractors convert to employee status during the next 12 months. As we continue
to expand, we will incur additional cost for personnel.  This projected increase
in personnel is dependent upon our generating  revenues and obtaining sources of
financing. There is no guarantee that we will be successful in raising the funds
required or generating revenues sufficient to fund the projected increase in the
number of employees.

OUR TECHNOLOGIES:

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

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


<PAGE>

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

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

This technology is protected by three pending patent applications.  We filed our
first patent  application in October 2004.  Subsequently we filed two additional
patent  applications in January 2005. We expect further  development work on the
intellectual  property relating to this technology and expect to file additional
patents over the next twelve months.

The technical  details about the operation of this technology cannot be released
to the public at this time. Doing so would be considered a public disclosure and
preclude our ability to obtain patent protection on our technology. Furthermore,
it is  possible  that we may  choose  not to file a  patent  application  on the
technology if it is  determined to be contrary to the security  interests of the
United States.

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

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

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

         -Secure a strategic commercial development partner.

         -Build and demonstrate a proof-of principle prototype.

NUCLEAR MICRO-BATTERIES

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


<PAGE>

In November  2003,  the Company  entered into a licensing  option  agreement for
three  issued U.S.  patents  for nuclear  micro-battery  technology  (Pat.  Nos.
5,087,533;  6,118,204;  6,238,812)  with Jackie Brown.  The company  purchased a
one-year option to exclusively  license the  technology,  with an additional six
month  first  right of refusal,  in  exchange  for 100,000  shares of our common
stock. In January 2005, The company extended the license option rights under the
terms of the  agreement  until  January  2006 in exchange for the payment of all
outstanding  maintenance  fees.  When the company  does  choose to exercise  its
rights under the licensing option  agreement,  we will execute a license royalty
agreement  for 7% of the  after  tax  profits  on the sale or  licensure  of the
technology to be paid to Ms. Brown.

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

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

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

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

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

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

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


<PAGE>

TRITIATED WATER REMEDIATION TECHNOLOGY (TWR) (Patents Pending)

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

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

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

Our process is currently a proprietary trade secret owned by Nuclear  Solutions,
and being developed for us under contract by Boris Muchnik. During 2004 we filed
2 patent applications to secure the rights to the tritium remediation technology
and the technology is now patent  pending.  It is company policy not to disclose
the technical details of any of our patent pending technologies until the patent
issues.  Doing so would be  considered  a public  disclosure  and  preclude  our
ability  to obtain  patent  protection  on our  technology.  Furthermore,  it is
possible that we may choose not to file a patent  application  on the technology
if it is  determined  to be contrary  to the  security  interests  of the United
States.  TWR technology is a development stage  technology.  We cannot guarantee
that we will either receive any patents on the technology or that the technology
can be successfully commercialized.

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

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

NEW BUSINESS DEVELOPMENT

During the past  quarter to date,  we have  initiated  efforts to  evaluate  and
acquire  technology  relevant  to the  production  of  renewable  fuels  such as
ethanol.  We  anticipate  entering in to  licensing  agreements  and or business
relationships in the renewable energy sector if we are successful in identifying
suitable technologies and business opportunities.



<PAGE>

COMPETITION

Competition  in the fields in which the  company  is  developing  technology  is
complex.  We will be competing  with national  laboratories,  universities,  and
established  corporations  that may have  much  greater  access to  capital  and
marketing resources.

There are well-established  organizations within our business segments that have
both  name   recognition   and  histories  of   implemented   technologies.   In
nuclear-related  businesses,  the  competitive  field is  relatively  small  but
intense and can raise significant  barriers to entry.  Competition usually stems
from name recognition,  price, marketing resources,  and expertise.  Although we
have retained marketing and consulting expertise,  established competitors could
enter the market with new,  competing  technologies  at any time. Our ability to
complete will depend on the  capabilities of the  market-ready  technologies and
how well we will be able to market  these  technologies.  Additional  methods of
competition include prior track record of competing for government contracts and
experience, greater access to scientific and technical personnel, greater access
to  capital,  greater  access  to  technical  facilities,   and  name  or  brand
establishment.

The kind of  organizations  we compete  with are  national  laboratories  of the
United States and other  governments,  and the defense  industrial  complex with
competitors such as Lockheed-Martin,  General Atomics,  and Raytheon among other
similar companies.

During 2005,  we generated  limited  revenues from our  technologies  and we are
competing  against  companies  that  have   significantly   greater   financial,
technical, political and human resources.

ITEM 3. CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures.

         As of the end of the reporting period, June 30, 2005, and subsequent to
the date of this report,  we carried out evaluations,  under the supervision and
with the participation of our management,  including the Company's  Chairman and
Chief Executive Officer and the Chief Financial Officer, of the effectiveness of
the design and operation of our disclosure  controls and procedures  pursuant to
Rule  13a-15(e) of the  Securities  Exchange Act of 1934 (the  "Exchange  Act"),
which disclosure controls and procedures are designed to insure that information
required to be  disclosed  by a company in the  reports  that it files under the
Exchange Act is recorded,  processed,  summarized and reported  within  required
time periods specified by the SEC's rules and forms. Based upon that evaluation,
the Chairman  and the Chief  Financial  Officer  concluded  that our  disclosure
controls and procedures need improvement and were not adequately effective as of
January 1, 2005 to ensure  timely  reporting  with the  Securities  and Exchange
Commission.  Our management is in the process of identifying  deficiencies  with
respect to our disclosure  controls and procedures and  implementing  corrective
measures,  which includes the  establishment of new internal policies related to
financial reporting.


<PAGE>

(b) Changes in Internal Control.

         As  required  by Rule  13a-15(d),  the  Company's  Chairman  and  Chief
Financial  Officer,  also conducted  evaluations  of our internal  controls over
financial  reporting to determine whether any changes occurred during the fourth
fiscal  quarter  that have  materially  affected,  or are  reasonably  likely to
materially  affect,  the Company's  internal  control over financial  reporting.
During the preparation of the Company's financial statements,  as of and for the
year ended June 30, 2005,  the Company has concluded  that the current system of
disclosure  controls and  procedures  was not effective  because of the internal
control weaknesses identified below. As a result of this conclusion, the Company
has initiated the changes in internal control also described below. It should be
noted that any system of controls,  however  well  designed  and  operated,  can
provide only reasonable, and not absolute,  assurance that the objectives of the
system will be met. In  addition,  the design of any control  system is based in
part upon certain assumptions about the likelihood of future events.

(c) Limitations.

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




<PAGE>

                            PART II-OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS.

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


ITEM 2.  UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS.

         On April 12, 2005,  we issued  1,000,000  restricted  common  shares to
Denise Barbato and 1,000,000  restricted common shares to Barbato Capital valued
at $73,000 each in consideration of a debt restructuring  agreement.  This total
of $146,000 was charged as financing expense.

         On April 15,  2005,  we  issued  150,000  shares  to  Adrian  Joseph in
connection  with a settlement  agreement  executed  May 17, 2004.  We valued the
transaction at $157,000.

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


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.  None.


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

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


ITEM 5.  OTHER INFORMATION.

NEW BUSINESS DEVELOPMENT

         During the past quarter to date, we have initiated  efforts to evaluate
and acquire  technology  relevant to the  production of renewable  fuels such as
ethanol.  We  anticipate  entering in to  licensing  agreements  and or business
relationships in the renewable energy sector if we are successful in identifying
suitable technologies and business opportunities.




<PAGE>

ITEM 6.  EXHIBITS

 (a)  Exhibits:


 31.1 Chief Executive Officer-Section 302 Certification pursuant to
      Sarbanes-Oxley Act.
 31.2 Chief Financial Officer-Section 302 Certification pursuant to
      Sarbanes-Oxley Act.
 32.1 Chief Executive Officer-Section 906 Certification pursuant to
      Sarbanes-Oxley Act.
 32.2 Chief Financial Officer-Section 906 Certification pursuant to
      Sarbanes-Oxley Act.

                                   SIGNATURES

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

Dated: August 19, 2005.


                                        NUCLEAR SOLUTIONS, INC.


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