U.S. Securities and Exchange Commission

Washington, D.C. 20549



FORM 10-Q

(Mark One)



[X]          QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ending September 30, 2009





[ ]            TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to_____



Commission file number    000-31959



NUCLEAR SOLUTIONS, INC.

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

(Name of Small Business Issuer in its Charter)



NEVADA                             88-0433815

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

(State of Incorporation)           (IRS Employer identification No.)



5505 Connecticut Ave NW, Suite 191 Washington, DC 20015

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

(Address of principal executive offices)        (Zip Code)





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

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



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



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definitions of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):     Large accelerated filer

[ ], Accelerated filer [ ], Non-accelerated filer [ ], Smaller reporting company [X]



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

YesNoX



APPLICABLE ON TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS



Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by the court. Yes [ ] No [ ]



APPLICABLE ONLY TO CORPORATE ISSUERS:



Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of November 23, 2009 we had 97,890,981 shares of common stock issued and outstanding.



---



Content
     Page No.Part I  Financial Information
     3Item 1. Financial Statements
     3Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
     16Item 3. Quantitative and Qualitative Disclosures About Market Risk
     23Item 4. Controls and Procedures
     24Part II  Other Information
     25Item 1. Legal Proceedings
     25Item 1A. Risk Factors
     25Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
     25Item 3. Defaults Upon Senior Securities
     25Item 4. Submission of Matters to a Vote of Security Holders
     25Item 5. Other Information
     25Item 6. Exhibits
     25Signatures
     26






2

---





PART I-FINANCIAL INFORMATION



Item 1.            Financial Statements



NUCLEAR SOLUTIONS, INC. AND SUBSIDIARY



INDEX TO FINANCIAL STATEMENTS



PageCondensed Consolidated Balance Sheets
as of September 30, 2009 (Unaudited) and December 31, 2008
     4Condensed Consolidated Statements of Operations
for the three months ended September 30, 2009 and 2008 (Unaudited)
     5Condensed Consolidated Statements of Stockholders Equity
Year ended December 31, 2008 and the three months ended September 30, 2009 (Unaudited)
     6Condensed Consolidated Statements of Cash Flows
for the three months ended September 30, 2009 and 2008 (Unaudited)
     7Notes to Condensed Consolidated Financial Statements (Unaudited)
     8-15






3

---



NUCLEAR SOLUTIONS ,INCAND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETSSeptember 30,
     December 31,2009
     2008(unaudited)ASSETSCurrent assets:Cash
     
     
     
     
     $        25,838
     $     176,279Notes receivable
     
     
     24,000
     -Accrued interest
     
     
     200
     -Prepaid expenses
     
     
     5,600
     12,900Total current assets
     
     
     55,638
     189,179Property and equipment, net of accumulated depreciationof  $4,815 and $3,492 as of September 30, 2009 and December 31,2008, respectively
     105,397
     3,938Other assets
     
     
     
     4,600
     84,100Total assets
     
     
     
     
     $       165,635
     $     277,217LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITYCurrent liabilities:Accounts payable and accrued expenses
     
     $    5,078,004
     $  4,687,644Accrued executive compensation
     
     1,158,021
     846,583Advance payments received
     
     -
     154,114Convertible notes payable - related parties, net of discount of $0 and $1,666as of September 30, 2009 and December 31, 2008 respectively
     -
     19,778Convertible notes payable - other, net of discount of $0as of September 30, 2009 and December 31, 2008
     39,000
     39,000Total current liabilities
     
     
     6,275,025
     5,747,119Derivative liability (Note 4)
     
     
     -
     1,660Total liabilities
     
     
     
     6,275,025
     5,748,779Commitments and contingenciesDeficiency in stockholders' equityPreferred stock, $0.0001 par value; 10,000,000 sharesauthorized, no shares issued and outstanding
     
     -
     -Common stock, $0.0001 par value; 100,000,000shares authorized,  97,890,981 issued andoutstanding, as of September 30, 2009 and December 31, 2008, respectively
     9,789
     9,749Additional paid-in capital
     
     19,964,510
     19,931,944Deferred equity based expense
     
     (61,500)
     (437,698)Accumulated deficit
     
     
     (26,536,147)
     (24,975,557)Total deficiency in stockholders' equity
     
     (6,623,348)
     (5,471,562)Noncontrolling Interest
     
     
     513,958
     -Total deficiency in stockholders' equity
     
     (6,109,390)
     (5,471,562)Total liabilities and deficiency in stockholders' equity
     
     $       165,635
     $     277,217The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.


4

---







NUCLEAR SOLUTIONS, INC.AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF LOSSES(unaudited)For the Three Months Ended September  30,
     For the Nine Months Ended September 30,2009
     
     2008
     
     2009
     
     2008Revenue
     
     
     
     
     
     
     
     $                 -
     
     $                       -
     
     $               -
     
     $                     -Executive compensation
     
     
     
     
     125,313
     
     171,562
     
     375,937
     
     409,479Consulting
     
     
     
     
     
     
     
     91,585
     
     958,115
     
     537,298
     
     2,169,162Legal and professional fees
     
     
     
     71,713
     
     61,404
     
     453,238
     
     478,204General and administrative expenses
     
     
     93,491
     
     173,529
     
     347,704
     
     282,573Depreciation and amortization
     
     
     
     581
     
     667
     
     1,324
     
     2,753Payments received pursuant to collaborative arrangement
     
     -
     
     (436,791)
     
     (154,114)
     
     (436,791)382,683
     
     928,486
     
     1,561,387
     
     2,905,380Loss from operations
     
     
     
     
     
     (382,683)
     
     (928,486)
     
     (1,561,387)
     
     (2,905,380)Other Income(expenses)Interest income
     
     
     
     
     
     200
     
     -
     
     202
     
     -Interest expense
     
     
     
     
     
     (475)
     
     (16,638)
     
     (4,500)
     
     (454,617)Change in fair value of derivative liability
     
     
     -
     
     16,978
     
     (10,947)
     
     10,414Loss before provision for income taxes
     
     
     (382,958)
     
     (928,146)
     
     (1,576,632)
     
     (3,349,583)Provision for income taxes
     
     
     
     -
     
     -
     
     -
     
     -$        (382,958)
     
     $             (928,146)
     
     $   (1,576,632)
     
     $        (3,349,583)Net Loss attributable to the noncontrolling interest
     
     $           12,955
     
     $                       -
     
     $        16,042
     
     $                     -Net Loss attributable to Nuclear Solutions, Inc.common shareholders
     
     
     
     $        (370,003)
     
     $             (928,146)
     
     $   (1,560,590)
     
     $        (3,349,583)Basic and diluted loss per share
     
     
     
     $             (0.00)
     
     $                   (0.01)
     
     $           (0.02)
     
     $                (0.04)Weighted average number of common sharesoutstanding, basic and diluted
     
     
     
     97,890,981
     
     94,598,590
     
     97,627,245
     
     87,638,339The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.


---







NUCLEAR SOLUTIONS, INCAND SUBSIDIARIESCONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITYFOR THE PERIOD JANUARY 1, 2009 TO SEPTEMBER 30, 2009(unaudited)Total DeficiencyCommon Stock
     
     
     Additional
     
     Deferred Equity
     
     Accumulated
     
     Noncontrolling
     
     in Stockholders'Shares
     
     Amount
     
     Paid - In Capital
     
     Based Expense
     
     Deficit
     
     Interest
     
     EquityBalance January  1, 2009
     97,490,981
     
     $ 9,749
     
     $    19,931,944
     
     $        (437,698)
     
     $ (24,975,557)
     
     
     
     $      (5,471,562)Shares issued for accrued expenses
     400,000
     
     $      40
     
     $          19,960
     
     
     
     
     
     
     
     $            20,000Deferred compensation
     
     
     
     
     
     
     $        (150,000)
     
     
     
     
     
     $         (150,000)Amortization of deferred compensation
     
     
     
     
     
     
     $         526,198
     
     
     
     
     
     $          526,198Sale of subsidiary shares to noncontrollinginterest
     
     
     
     
     
     
     
     
     
     
     $        530,000
     
     $          530,000Reclassification of derivative liability upon settlement
     
     
     
     
     $          12,606
     
     
     
     
     
     
     
     $            12,606Net loss
     
     
     
     
     
     
     
     
     $   (1,560,590)
     
     $         (16,042)
     
     $      (1,576,632)Balance September 30, 2009
     97,890,981
     
     $ 9,789
     
     $    19,964,510
     
     $         (61,500)
     
     $ (26,536,147)
     
     $        513,958
     
     $      (6,109,390)The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.








NUCLEAR SOLUTIONS ,INCAND SUBSIDIARYCONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS(unaudited)For The Nine Months Ended September 30,2009
     
     2008CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
     
     
     
     
     
     
     
     
     $        (1,560,590)
     
     $        (3,349,583)Adjustments to reconcile net loss to net cashused in operating activities:Depreciation and amortization
     
     
     
     
     
     1,324
     
     2,753Amortization of debt discount - beneficial conversion feature ofconvertible note and warrants
     
     
     
     
     
     1,666
     
     442,601Change in fair value of derivative liability
     
     
     
     
     
     10,947
     
     (10,414)Loss attributable to noncontrolling interest
     
     
     
     
     (16,042)
     
     -Stock and warrants issued for services
     
     
     
     
     
     -
     
     2,403,580Amortization of deferred compensation
     
     
     
     
     
     526,197
     
     -Changes in operating assets and liabilities:Notes Receivables
     
     
     
     
     
     
     
     (24,200)
     
     -Prepaid Expenses
     
     
     
     
     
     
     
     7,300
     
     100,000Other Assets
     
     
     
     
     
     
     
     79,500
     
     (79,500)Accounts payable and accrued expenses
     
     
     
     
     
     263,733
     
     (81,031)Accrued executive compensation
     
     
     
     
     
     311,438
     
     243,556Advance payments received
     
     
     
     
     
     
     (154,114)
     
     188,209Net cash used in operating activities
     
     
     
     
     
     (552,841)
     
     (139,829)CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property and equipment
     
     
     
     
     
     (102,783)
     
     -Net cash used in investing activities
     
     
     
     
     
     (102,783)
     
     -CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from sale of subsidiary shares
     
     
     
     
     
     530,000
     
     75,000Proceeds from issuance of debt
     
     
     
     
     
     
     -
     
     208,000Payment of Loans
     
     
     
     
     
     
     
     (24,817)
     
     (15,000)Net cash provided by financing activities
     
     
     
     
     
     505,183
     
     268,000Net increase in cash
     
     
     
     
     
     
     
     (150,441)
     
     128,171Cash, beginning of period
     
     
     
     
     
     
     176,279
     
     192,981Cash, end of period
     
     
     
     
     
     
     
     $              25,838
     
     $            321,152Supplemental disclosures:Cash paid for:Interest
     
     
     
     
     
     
     
     
     $                    -
     
     $                     -Income taxes
     
     
     
     
     
     
     
     $                    -
     
     $                     -Non-cash investing and financial activities:Amortization of debt discount - beneficial conversion feature ofconvertible note and warrants
     
     
     
     
     
     
     $               1,666
     
     $            442,601Reclassification of derivative liability to equity upon settlement
     $              12,606
     
     $                     -Payment of debt and interest with common stock
     
     
     
     $                    -
     
     $            925,808Beneficial conversion discount
     
     
     
     
     
     
     $                    -
     
     $            208,000Payment of accrued expenses with common stock
     
     
     
     $              20,000
     
     $         1,078,987The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.









NUCLEAR SOLUTIONS, INC.

AND SUBSIDIARIES



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



SEPTEMBER 30, 2009

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



On September 2, 2005 the Company formed a wholly owned subsidiary, Fuel Frontiers Inc.(FFI), formally, Future Fuels, Inc., which had minimal operations through June 30, 2008.



On July 31, 2006 the company formed a wholly owned subsidiary, Liquidyne Fuels, which has had no activity through September 30, 2009.



The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in the unaudited condensed consolidated financial statement

Business



Nuclear Solutions, Inc. is engaged in the research, development, and commercialization of innovative product technologies, which are generally early-stage, theoretical or commercially unproven. We operate a highly technical business and our primary mission is to develop advanced product technologies to address emerging market opportunities in the fields of homeland security, nanotechnology, and nuclear remediation. Our subsidiary Fuel Frontiers, Inc. concentrates on developing fuel production facilities to produce ultra-clean synthetic diesel from feedstocks such as coal.



Basis of Presentation



The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with Regulation S-X promulgated by the Securities and Exchange Commission and do not include all of the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. In the opinion of management, these interim financial statements include all adjustments, which include only normal recurring adjustments, necessary in order to make the financial statements not misleading. The results of operations for such interim periods are not necessarily indicative of results of operations for a full year. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company and management's discussion and analysis of financial condition and results of operations included in the Company's Annual Report for the year ended December 31, 2008 as filed with the Securities and Exchange Commission on Form 10-K.





NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES



Revenue Recognition



Revenues are recognized in the period that services are provided. For revenue from product sales, the



8

---



Company recognizes revenue in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 605 Revenue Recognition. ASC 605 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.



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



Collaborative Arrangement



The Company, through its subsidiary FFI, has entered into a collaborative arrangement with Kentucky Fuel Associates, Inc. (KFA) for the development of coal-based gas-to-liquid (CTL) fuel production facilities in the State of Kentucky. KFA has agreed to provide an initial funding of $2,000,000 per site to be applied by FFI towards any and all costs and expenses incurred in the ordinary course of business for the development, construction and arranging of financing to closure including without limitation the following costs: engineering, procurement, administrative, development management, financing, legal, operations and maintenance costs for each said fuel production facility. In consideration for KFAs initial minimum funding contribution, KFA will receive 7% of the annual net pre-tax income of each jointly developed CTL diesel fuel facility and 2.5% equity interest in the first CTL diesel fuel facility developed by FFI and KFA. Additionally, KFA will have the exclusive right to develop CTL diesel fuel facilities with FFI in the state of Kentucky and a conditional first right of refusal to develop CTL diesel fuel facilities in the remainder of the United States.



We are accounting for this agreement pursuant to ASC Topic 808Collaborative Arrangements. During the three and nine months ended September 30, 2009 we have reported $0 and $154,114, respectively, as payments received pursuant to collaborative agreements. The unexpended balance of payments received of $0 and $154,114 at September 30, 2009 and December 31, 2008, respectively, is reported as a current liability as advance payments received.



Noncontrolling Interest



As a result of adopting FASB ASC 810-10 Consolidations  Variable Interest Entities , we present non-controlling interests as a component of equity on our Consolidated Balance Sheets and Consolidated Statement of Deficiency in Stockholders Equity.



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.



9

---



Loss Per Share

The Company utilizes ASC 260, Earnings Per Share for calculating the basic and diluted loss per share.  The assumed exercise of common stock equivalents was not utilized since the effect would be anti-dilutive. At September 30, 2009 and 2008, the Company had 554,050 and 1,054,940 potentially dilutive securities, respectively.



Liquidity



As shown in the accompanying unaudited condensed consolidated financial statements, the Company has incurred net losses of $1,560,590 and $3,349,583 during the nine month periods ended September 30, 2009 and 2008, respectively. The Company's current liabilities exceeded its current assets by $6,219,387 as of September 30, 2009. Consequently, its operations are subject to all risks inherent in the establishment of a new business enterprise.



Fair value of financial instruments



In April 2009, the Company adopted accounting guidance which requires disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements.



Our short-term financial instruments, including cash, notes receivable and convertible notes payable, consist primarily of instruments without extended maturities, the fair value of which, based on managements estimates, reasonably approximate their book value. The fair value of our notes is based on management estimates and reasonably approximates their book value based on their current maturity. The fair value of the Companys derivative instruments is determined using option pricing models.



Effective November 1, 2008, the Company adopted new accounting guidance pursuant to ASC 820 which established a framework for measuring fair value and expands disclosure about fair value measurements. The Company did not elect fair value accounting for any assets and liabilities allowed by previous guidance. Effective January 1, 2009, the Company adopted the provisions accounting guidance that relate to non-financial assets and liabilities that are not required or permitted to be recognized or disclosed at fair value on a recurring basis. Effective April 1, 2009, the Company adopted new accounting guidance which provides additional guidance for estimating fair value in accordance with ASC 820, when the volume and level of activity for the asset or liability have significantly decreased. The adoptions of the provisions of ASC 820 did not have a material impact on our financial position or results of operations.

ASC 820 defines fair value as the amount that would be received for an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes the following three levels of inputs that may be used:



Level 1
     Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;




Level 2
     Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;




Level 3
     Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).




As of September 30, 2009 and December 31, 2008, the Company did not have any cash equivalents, therefore there were no assets measured at fair value.



10

---



The Companys conversion option liability was valued using pricing models and the Company generally uses similar models to value similar instruments. Where possible, the Company verifies the values produced by its pricing models to market prices. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measures of volatility, and correlations of such inputs. These financial liabilities do not trade in liquid markets, and as such, model inputs cannot generally be verified and do involve significant management judgment. Such instruments are typically classified within Level 3 of the fair value hierarchy.



The table below sets forth a summary of changes in the fair value of the Companys Level 3 financial liabilities (detachable warrants and conversion option liabilities) for the nine months ended September 30, 2009.



Balance at beginning of period
     
     $
     1,660Change in fair value of conversion option
     
     
     10,947Reclassification to equity upon repayment of debt
     
     
     (12,607
     )Balance at end of period
     
     $
     -




The total amount of the changes in fair value for the period was included in net loss as a result of changes in the Companys stock price from December 31, 2008.



New Accounting Pronouncements



With the exception of those discussed below, there have been no recent accounting pronouncements or changes in accounting pronouncements during the three and nine months ended September 30, 2009, as compared to the recent accounting pronouncements described in the Companys Annual Report on Form 10-K for the year ended December 31, 2008, that are of significance, or potential significance to the Company.

Effective July 1, 2009, the Company adopted the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 105-10,Generally Accepted Accounting Principles  Overall(ASC 105-10). ASC 105-10 establishes theFASB Accounting Standards Codification(the Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (ASUs). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.



In June 2009, the FASB issued SFAS No. 167,Amendments to FASB Interpretation No. 46(R)(SFAS 167).  SFAS 167, which amends ASC 810-10,Consolidation(ASC 810-10), prescribes a qualitative model for identifying whether a company has a controlling financial interest in a variable interest entity (VIE) and eliminates the quantitative model prescribed by ASC 810-10.  The new model identifies two primary characteristics of a controlling financial interest: (1) provides a company with the power to direct significant activities of the VIE, and (2) obligates a company to absorb losses of and/or provides rights to receive benefits from the VIE.  SFAS 167 requires a company to reassess on an ongoing basis whether it holds a controlling financial interest in a VIE.  A company that holds a controlling financial interest is
 deemed to be the primary beneficiary of the VIE and is required to consolidate the VIE.  SFAS 167, which is referenced in ASC 105-10-65, has not yet been adopted into the Codification and remains authoritative.  This statement is effective for fiscal years beginning after November 15, 2009.  The Company plans to adopt SFAS 167 effective January 1, 2010.  The adoption of SFAS 167 is not expected to have a material impact on the Companys financial position and results of operations.

11

---







In June 2009, the FASB issued SFAS No. 166,Accounting for Transfers of Financial Assets(SFAS 166).  SFAS 166 removes the concept of a qualifying special-purpose entity from ASC 860-10,Transfers and Servicing(ASC 860-10), and removes the exception from applying ASC 810-10.  This statement also clarifies the requirements for isolation and limitations on portions of financial assets that are eligible for sale accounting.  SFAS 166, which is referenced in ASC 105-10-65, has not yet been adopted into the Codification and remains authoritative.  This statement is effective for fiscal years beginning after November 15, 2009.  The Company plans to adopt SFAS 166 effective January 1, 2010.  The adoption of SFAS 166 is not expected to have a material impact on the Companys financial position and results of operations.



In October 2009, the FASB issued ASU No. 2009-13,Multiple-Deliverable Revenue Arrangementsa consensus of the FASB Emerging Issues Task Force, that provides amendments to the criteria for separating consideration in multiple-deliverable arrangements. As a result of these amendments, multiple-deliverable revenue arrangements will be separated in more circumstances than under existing U.S. GAAP. The ASU does this by establishing a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific objective evidence nor third-party evidence is available. A vendor will be required to determine its best estimate of selling price in a manner that is consistent with that used to determine the price to sell the deliverable on a standalone basis. This ASU also eliminates the residual method of allocation and will require that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method, which allocates any discount in the overall arrangement proportionally to each deliverable based on its relative selling price. Expanded disclosures of qualitative and quantitative information regarding application of the multiple-deliverable revenue arrangement guidance are also required under the ASU. The ASU does not apply to arrangements for which industry specific allocation and measurement guidance exists, such as long-term construction contracts and software transactions. ASU No. 2009-13 is effective beginning January 1, 2011. The Company is currently evaluating the impact of this standard on its consolidated results of operations and financial condition.



In October 2009, the FASB issued ASU No. 2009-14,Certain Revenue Arrangements That Include Software Elementsa consensus of the FASB Emerging Issues Task Force, that reduces the types of transactions that fall within the current scope of software revenue recognition guidance. Existing software revenue recognition guidance requires that its provisions be applied to an entire arrangement when the sale of any products or services containing or utilizing software when the software is considered more than incidental to the product or service. As a result of the amendments included in ASU No. 2009-14, many tangible products and services that rely on software will be accounted for under the multiple-element arrangements revenue recognition guidance rather than under the software revenue recognition guidance. Under the ASU, the following components would be excluded from the scope of software revenue recognition guidance:  the tangible element of the product, software products bundled with tangible products where the software components and non-software components function together to deliver the products essential functionality, and undelivered components that relate to software that is essential to the tangible products functionality. The ASU also provides guidance on how to allocate transaction consideration when an arrangement contains both deliverables within the scope of software revenue guidance (software deliverables) and deliverables not within the scope of that guidance (non-software deliverables). ASU No. 2009-14 is effective beginning January 1, 2011. The Company is currently evaluating the impact of this standard on its consolidated results of operations and financial condition.



12

---



NOTE 3 - GOING CONCERN



The accompanying unaudited condensed consolidated 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 unaudited condensed consolidated financial statements, the Company has a net loss of $1,560,590 for the nine months ended September 30, 2009, and a working capital deficiency of $6,219,387 and a stockholders' deficiency of $6,109,390 at September 30, 2009. 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 unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.



The Company is actively pursuing additional equity financing through discussions with investment bankers and private investors. There can be no assurance the Company will be successful in its effort to secure additional equity financing.



If operations and cash flows continue to improve through these efforts, management believes that the Company can continue to operate. However, no assurance can be given that management's actions will result in profitable operations or the resolution of its liquidity problems.



The Company's existence is dependent upon management's ability to develop profitable operations and resolve its liquidity problems. Management anticipates the Company will attain profitable status and improve its liquidity through the continued developing, marketing and selling of its services and additional equity investment in the Company.



NOTE 4 - CONVERTIBLE DEBT



Notes payable at September 30, 2009 and December 31, 2008:

September 30,
     
     
     December 31,2009
(unaudited)
     
     
     2008Global Atomic Inc. demand note payable to related party at 10% per year, convertible into common stock at $1.00 per share
     
     $
     4,000
     
     
     $
     4,000International Fission demand note payable to related party at 10% per year, convertible into common stock at $1.00 per share
     
     
     15,000
     
     
     
     15,000Jackie Brown, demand note payable to related party, non -interest bearing, convertible into common stock at $1.00 per share
     
     
     20,000
     
     
     
     20,000John Powers note payable to related party, convertible into common stock at a 50% discount to market; interest rate 14%; maturity June 4, 2009
     
     
     
     
     
     
     13,444John Powers note payable to related party, convertible into common stock at a 50% discount to market; interest rate 14%; maturity June 4, 2009
     
     
     
     
     
     
     8,000Total notes payable
     
     
     39,000
     
     
     
     60,444Less: current portion
     
     
     (39,000)
     
     
     
     (60,444
     )Balance notes payable (long term portion)
     
     $
     
     
     
     $
     




During the three months ended June 30, 2009, we repaid two convertible notes aggregating $21,444. As a result, the fair value of the derivative liability associated with the conversion feature of these notes on the date of repayment, aggregating $12,607, was reclassified to additional paid-in capital.



NOTE 5  STOCKHOLDER'S EQUITY



During the nine months ended September 30, 2009 the Company issued 400,000 shares of common stockas payment of expenses accrued at December 31, 2008 in the amount of $20,000

13

---



NOTE 6  NONCONTROLLING INTEREST



The Company owned 100% of the issued and outstanding common stock of FFI represented by 30,000,000 shares. On June 12, 2009, the Company entered into a Stock Purchase Agreement and sold 10%, or 3,000,000 FFI common shares (the Shares) to Schrader & Associates Defined Benefit Pension Plan (herein, Schrader) for the sum of $350,000.




FFI granted Schrader demand and piggyback registration rights on the Shares.Schrader granted the Company the first right of refusal to match or exceed any third party bona fide offer to purchase the Shares until June 12, 2014.




Additionally, on June 12, 2009, in consideration of $5,000, the Company granted Schrader an option to purchase an additional 10% of FFI for the sum of $350,000.  The option expires on September 12, 2009. On June 30, 2009, Schrader partially exercised the option and purchased an additional 1,500,000 common shares of FFI, which represents 5.0% percent of the issued and outstanding common stock of FFI, for proceeds of $175,000.




The investment by Schrader in FFI is recorded as a noncontrolling interest in the financial statements and is summarized as follows at September 30, 2009:



14



Sale of FFI shares
     
     $
     525,000Sale of option
     
     
     5,000Allocated loss
     
     
     (16,042
     )Balance at September 30, 2009
     
     $
     513,958




Management Agreement



In conjunction with the sale of its partial interest in FFI on June 12, 2009, the Company, FFI and Schrader entered into a Management Agreement, (the Agreement).  The Agreement states that the Company will use the proceeds of the sale of the Shares according to the Companys use of proceeds Schedule which is attached the Agreement.   Additionally, the Company has agreed to nominate and appoint, and or vote into office one person named by Schrader who will be seated as a member of the FFI board of directors for a 12-month term.



FFI, upon receipt of funds from the Companys use of proceeds schedule, has agreed to purchase certain real property located in Muhlenberg, Kentucky (the Muhlenberg Property) for the proposed construction of a Coal-to-Liquids (CTL) plant for approximately $150,000.  FFI has agreed to take title to the Muhlenberg Property in such a manner so that the property ownership would automatically transfer to Schrader in the event FFI were to file a petition in Bankruptcy Court, wind-up or liquidate.



Additionally, if FFI were to abandon its pursuit of a CTL plant on the Muhlenberg Property because FFIs inability to obtain all appropriate approvals and permits required for a CTL plant, then FFI would sell the Muhlenberg Property and use the net proceeds to acquire another property for a CTL plant according to the same type of acquisition and title structure.



If FFI were able to secure an off-take agreement or fuel purchase agreement for fuels from its proposed CTL Plant, that would permit FFI to secure project financing, or if FFI were to secure project financing using the Muhlenberg or similar property as collateral, the Schrader would quit claim the future interest in and to the property to FFI.





NOTE 7  NOTES RECEIVABLE



During the three months ended September 30, 2009 the Company advanced an aggregate of $24,000 to KFA pursuant to promissory notes bearing interest at 5% and maturing January 22, 2010.



NOTE 8  PROPERTY AND EQUIPMENT



During the three months ended September 30, 2009 the Company purchased a parcel of land for $95,726 to be utilized in the CTL project.



NOTE 9  SUBSEQUENT EVENTS



Management has reviewed and evaluated material subsequent events from the balance sheet date of September 30, 2009 through the financial statements issue date ofNovember 23, 2009. All appropriate subsequent event disclosures, if any, have been made in notes to our Unaudited Condensed Consolidated Financial Statements.





15

---



Item 2.            Managements Discussion and Analysis of Financial Condition and Results of Operation



When used in this Form 10-Q and in our future filings with the Securities and Exchange Commission, the words or phrases will likely result, management expects, or we expect, will continue, is anticipated, estimated or similar expressions are intended to identify forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on any such forward-looking statements, each of which speak only as of the date made. These statements are subject to risks and uncertainties, some of which are described below. Actual results may differ materially from historical earnings and those presently anticipated or projected. We have no obligation to publicly release the result of any revisions that may be made to any forward-looking statements to reflect anticipated events or circumstances occurring after the date of such statements.



Business Overview



CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS



This quarterly report on Form 10-Q 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-Q 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-Q. 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.



Note: There have been no material changes from our description of business disclosed in our annual report on Form 10-K for the year ended December 31, 2008. The information that follows is condensed and adapted from the information contained in our annual report on form 10-K for the year ended December 31, 2008.



Our Corporate History:



The Company was organized February 27, 1997 under the laws of the State of Nevada, as Stock Watch Man, Inc. an internet e-commerce company. On September 12, 2001, the Company amended its articles of incorporation to change its name to Nuclear Solutions, Inc. At that time, our primary business was the development of a new type of nuclear reactor technology. As of the date of this report, our business is now focused on the
 production of synthetic diesel fuel from coal concentrating its efforts exclusively on coal-to-diesel projects already underway in the state of Kentucky.

16

---







Our Business:



Nuclear Solutions, Inc. and its majority-ownedsubsidiary, Fuel Frontiers, Inc. is engaged in the research, development, and commercialization of innovative technologies and processes, which are generally early-stage, theoretical or commercially unproven. We operate a highly technical business and our primary mission is to develop facilities to produce ultra-clean synthetic diesel from coal and other materials using a plasma-based gasification system and a conventional synthesis gas-to-fuel reforming system based upon Fisher-Tropsch technology.



In 2008, The Board of Directors elected to focus the company exclusively on the production of synthetic fuels through the FFI subsidiary. Prior to that, the company was developing nuclear technologies in the areas of shielded nuclear material detection and nuclear micro-batteries in addition to the production of synthetic fuels. Due to the difficulties encountered in raising capital in a declining economic climate coupled with the limited resources of the company, management made the decision to place all nuclear technology development programs into a dormant state.  The company will continue to maintain the intellectual property associated with the shielded nuclear detection technology program and will seek a buyer or a master licensee for the patents.  The company is discontinuing all further business development associated with nuclear micro battery technology and other nuclear legacy technologies.



Production of Ultra-Clean Synthetic Fuels through our subsidiary Fuel Frontiers, Inc.



In 2005, the company entered the ultra-clean synthetic fuels business through a new subsidiary called Fuel Frontiers, Inc. (formerly known as Future Fuels, Inc.). The primary business of Fuel Frontiers, Inc. (FFI) is to plan, design, finance, construct, and operate multiple gas-to-liquid synthetic fuel synthesis facilities worldwide to transform carbon based feed stocks including virtually cost-free waste materials such as used tires, waste coal, solid and liquid municipal wastes, biomass, and other similar low-value societal refuse into high-value gas-to-liquid fuels such as ultra-clean diesel.



Fuel Frontiers, Inc. (FFI) is focused on the production of ultra-clean GTL Diesel fuel.

Management made a decision to concentrate on the market for ultra-clean GTL Diesel fuel due to the maturity and stability of the diesel market place and the greater certainties associated with distribution, integration, production costs and profit margins.



Originally, our approach to the production of ultra-clean synthetic fuel was highly focused on the utilization of virtually cost free waste materials as feedstock for our process.



We believe our approach to the production of ultra-clean synthetic fuels is differentiated by our business model and technical approach. Our business model focuses on the flexibility to use virtually cost free waste materials, some of which are renewable, in combination with conventional feed stocks such as coal or petroleum coke, as opposed to other approaches which must lock in a certain type of homogeneous feedstock. Our
 technical approach involves the use of a low-emission plasma processing (gasification) system to convert the waste materials into synthesis gas which is then converted into ultra-clean synthetic diesel.

17

---







System Overview



The FFI approach for the production of ultra-clean diesel occurs in two stages. In the first stage the feedstock material is fed into a plasma processing system such as the Westinghouse Plasma Gasifier (WPG) which transforms the feedstock material into synthesis gas, which is composed of carbon, hydrogen and oxygen. The heart of Westinghouses Plasma Gasifier is a plasma torch. The interior arc of a plasma torch can reach temperatures up to 30,000 degrees Fahrenheit. One or more plasma torches within the plasma gasifier system create a superheated zone that breaks down feedstock materials--such as coal, used tires, wood wastes as well as petroleum coke and other materials--to their core elements in a clean and efficient manner which generates significant amounts of synthesis gas. Excess heat energy is removed from the resulting synthesis gas and recovered to generate electricity on-site which can be used to provide power to the system. The cooled synthesis gas is then refined for purity and passed to the second stage. In the second stage, the refined synthesis gas, which is composed primarily of carbon, hydrogen and oxygen, is converted into ultra-clean diesel though a modified Fischer-Tropsch gas-to-liquids synthesis process for diesel fuels. The process applies a metallic catalyst to chemically transform the synthesis gas into a liquid fuel which is then refined to fuel-grade standards. This approach is not entirely new, as early as 1936 in Germany similar technology was used with coal-produced synthesis gas to produce diesel and alcohols on a commercial scale. The FFI approach to ultra-clean synthetic fuel production differs from other approaches mainly because our system can utilize multiple feedstock materials that are normally difficult to utilize in a conventional gasifier. The ability to use heterogeneous materials is a benefit of a plasma processing system. The Westinghouse Plasma Gasifier has the proven capability to transform a wide variety of waste materials into the synthesis gas in an efficient and environmentally friendly manner.



Currently, we are focusing our efforts in the state of Kentucky, Muhlenberg County for our first coal to ultra-clean diesel production facility. The projected output of a typical project can range from approximately 50,000,000 gallons per year to 200,000,000 gallons per year. We currently estimate that the inside battery limits cost of an ultra-clean synthetic diesel waste-to-fuel facility producing approximately 50,000,000 gallons per year could range from $300,000,000 to $400,000,000. This estimate range is qualified by the fact that the actual cost of any facility can be significantly affected by factors such as the exact nature and terms of the project, the market price for engineering, labor and raw construction materials and any environmental or regulatory costs which are highly project dependent. We will require additional capital to develop these projects. Over the next twelve months, we anticipate raising additional capital through debt, grants or equity financing. The financing requirements for each project can be substantially different from one another and may or may not result in significant dilution and or increased indebtedness of the company.



We intend to build our facilities with modular expansion capability to allow for increased
 future production and/or gasification of additional or diverse feedstock (waste materials). As of the date of this report, we have retained Stone and Webster, LTD. of Milton Keynes, England, a subsidiary of the Shaw Group for design engineering, procurement, construction, and production operations for our renewable fuel projects currently in the planning stages. As a matter of policy and our business model, we intend to outsource engineering, procurement, construction as well as daily facility management and operations of any future facilities to qualified and experienced providers.

18

---







Over the next twelve months, we anticipate that FFI's development efforts will continue to focus on engineering plant designs as well as project development and financing. These elements will play critical roles in the establishment of FFI's waste-to-fuel projects. While we believe that the appropriate technologies for waste-to-synthetic fuels such as ultra-clean diesel are commercially available, there is, however, no guarantee that commercially available technologies will be appropriate in every instance for the production of fuels and any of FFI's proposed facilities. Moreover, there could be unexpected problems or delays in the funding, construction and operation of the facility. There is no guarantee that FFI will be successful in raising the capital required for this project. Over the next twelve months we anticipate that Nuclear Solutions, Inc. and its subsidiary Fuel Frontiers, Inc. will require a combined amount of approximately $500,000 to sustain minimum operations. In addition to minimum operations funding, we estimate raising an additional $2,000,000 over the next 12 months to pay for project engineering for the FFI coal-to-diesel project in Muhlenberg county, KY. We anticipate raising this money through debt and/or equity financing which may result in substantial dilution, and/or increase the company's indebtedness.



Plan for the next 12 months



Over the next 12 months, we plan on raising working capital to fund development of these technological areas through private placements of debt or equity, using our common stock in lieu of cash, and applying for government grants, where appropriate. 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.



Within the next six months and subject to available resources, the company anticipates holding one or more special shareholder meetings to refer certain matters to the shareholders for approval and resolution.



Progress



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 a working capital requirement of at least $500,000 dollars over the next 12 months to maintain operations at a minimum level.



We believe that the success of our business will depend, in part, on our ability to attract, retain, and motivate highly qualified sales, technical and management personnel, and
 upon the continued service of our senior management and key sales and technical personnel. We cannot assure you that we will be able to successfully attract, retain, and motivate a sufficient number of qualified personnel to conduct our business in the future.

19

---







Results of Operations



REVENUES: The Company reported revenues of $0 from our existing technology license agreement, for the nine months ended September 30, 2008 as compared with revenues from continuing operations of $0 for the nine months ended September 30, 2009. Resulting in no net increase or decrease.



TOTAL COSTS AND EXPENSES: Total costs and expenses from continuing operations decreased from $2,905,380 for the nine months ended September 30, 2008 to $1,561,387 for the nine months ended September 30, 2009. The principal reason for this decrease was due to a decrease in consulting fees expense.



OPERATING EXPENSES: Operating expenses from continuing operations decreased from $2,905,380 for the nine months ended September 30, 2008 to $1,561,387 for the nine months ended September 30, 2009. This decrease was primarily due to a decrease in consulting fees. Depreciation expense decreased for the first nine months of 2009 versus the first nine months of 2008. Depreciation expense is $1,324 for the nine months ended September 30, 2009 and decreased from $2,753 for the nine months ended September 30, 2008. This decrease was primarily due to the writing-off assets.



INTEREST EXPENSE: Interest expense decreased from $454,617 for the nine months ended September 30, 2008 to $4,500 for the nine months ended September 30, 2009. This decrease is due primarily to the repayment of debt.



GENERAL AND ADMINISTRATIVE: General & Administrative expenses increased by $65,131 during the nine months ended September 30, 2009 to a total amount of $347,704 as compared to $282,573 for the nine months ended September 30, 2008. The increase was due to an increase in various general and administrative expenses.



NET LOSS: The Company incurred a net loss of ($1,560,590) for the nine months ended September 30, 2009, compared with a net loss of ($3,349,583) for the nine months ended September 30, 2008, which reflects a year-to-year decrease in the amount of loss for the period of $1,788,993. The principal reason for this decrease was due to lower operating costs and interest expense.



LIQUIDITY AND CAPITAL RESOURCES:



As of September 30, 2009, we had a working capital deficit of $6,219,387 which compares to a working capital deficit of $5,256,219 as of September 30, 2008. As a result of our operating losses for the nine-month period ended September 30, 2009, we generated a cash flow deficit of $552,841 from operating activities. Cash flow used in investing activities was $102,783 during the period. Cash flows provided by financing
 Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (FSP FAS No. 157-4). FSP FAS No. 157-4 provides additional guidance in determining whether the market for a financial asset is not active and a transaction is not distressed for fair value measurement purposes as defined in SFAS No. 157, Fair Value Measurements. FSP FAS No. 157-4 is effective for interim periods ending after June 15, 2009, but early adoption is permitted for interim periods ending after March 15, 2009. The Company will apply the provisions of this statement prospectively beginning with the second quarter 2009, and does not expect its adoption to have a material effect on its unaudited condensed  consolidated financial statements.

20

---







In April 2009, the FASB issued FSP FAS No. 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (FSP FAS No. 107-1 and APB 28-1). This FSP amends FASB Statement No. 107, Disclosures about Fair Values of Financial Instruments, to require disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements. APB 28-1 also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in all interim financial statements. This standard is effective for interim periods ending after June 15, 2009, but early adoption is permitted for interim periods ending after March 15, 2009. The Company plans to adopt FSP FAS No. 107-1 and APB 28-1 and provide the additional disclosure requirements beginning in second quarter 2009.



In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, which changes the disclosure requirements for derivative instruments and hedging activities. SFAS No. 161 requires enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities and its related interpretations, and (c) how derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows.



In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles.  This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy).  This Statement will not have an impact on the Companys financial statements.



In June 2008, the FASB issued Emerging Issues Task Force No. 07-5 (EITF 07-5),Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entitys Own Stock.EITF 07-5 requires entities to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock by assessing the instruments contingent exercise provisions and settlement provisions. Instruments not indexed to their own stock fail to meet the scope exception of Statement of Financial Accounting Standards No. 133,Accounting for Derivative Instruments and Hedging Activities, paragraph 11(a), and should be classified as a liability and marked-to-market. The statement is effective for fiscal years beginning after December 15, 2008 and is to be applied to outstanding instruments upon adoption with the cumulative effect of the
 change in accounting principle recognized as an adjustment to the opening balance of retained earnings. The adoption of this pronouncement will not have a significant impact on the Companys consolidated financial position and results of operations.

21

---







In January 2009, the FASB issued Financial Statement of Position (FSP) Issue No. EITF No. 99-20-1, Amendments to the Impairment Guidance of EITF Issue No. 99-20 (FSP EITF No. 99-20-1). FSP EITF No. 99-20-1 amends the impairment guidance in EITF Issue No. 99-20, Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests that Continue to be Held by a Transferor in Securitized Financial Assets to achieve more consistent determination of whether an other-than-temporary impairment has occurred. The Company adopted FSP EITF No. 99-20-1 and it did not have a material impact on the consolidated financial statements.



Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on the Company's present or future unaudited condensed consolidated financial statements.



Item 3. Quantitative and Qualitative Disclosures About Market Risk



Cash and Cash Equivalents



We have historically invested our cash and cash equivalents in short-term, fixed rate, highly rated and highly liquid instruments which are reinvested when they mature throughout the year. Although our existing investments are not considered at risk with respect to changes in interest rates or markets for these instruments, our rate of return on short-term investments could be affected at the time of reinvestment as a result of intervening events. As of September 30, 2009, we had cash and cash equivalents aggregated $25,838.



The Company does not issue or invest in financial instruments or their derivatives for trading or speculative purposes.  The operations of the Company are conducted primarily in the United States, and, are not subject to material foreign currency exchange risk. Although the Company has outstanding debt and related interest expense, market risk of interest rate exposure in the United States is currently not material.



Debt



The interest rate on our outstanding debt obligations are fixed and are not subject to market fluctuations. Some of our convertible debt may have its interest costs increased if the debt is converted into common stock because the conversion price is a function of the market price of our common stock.



22

---



Item 4. Controls and Procedures.



Evaluation of Disclosure Controls and Procedures



We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the  SEC), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.



In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, 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, 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. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.



As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures are effective as of September 30, 2009 to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.



Evaluation of and Report on Internal Control over Financial Reporting



Management is responsible for establishing and maintaining adequate internal control over financial reporting of the Company. Management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our internal control over financial reporting as of September 30, 2009 based on the criteria established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that, as of September 30, 2009, our internal control over financial
 reporting were effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

23

---







This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting.  Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the SEC that permit the company to provide only management's report in this annual report.



Changes in Internal Control over Financial Reporting



There was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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.



24

---





PART II-OTHER INFORMATION



Item 1.            Legal Proceedings.



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



Item 1A.         Risk Factors



There have been no material changes from risk factors disclosed in our annual report on Form 10-K for the year ended December 31, 2008.



Item 2.            Unregistered Sale of Equity Securities and Use of Proceeds.   None



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 quarter of the fiscal year covered by this report.



Item 5.            Other Information.None.



Item 6.            Exhibits



(a) Exhibits



Exhibit No.                 Description



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.



25

---



SIGNATURES



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



Dated :  November 23, 2009



NUCLEAR SOLUTIONS, INC.



By:
     /s/ John Fairweather
     
     By:
     /s/ Kenneth FaithJohn Fairweather
     
     
     Kenneth FaithTitle: President, CEO
     
     
     Title: CFO






26

---



Exhibit 31.1



Chief Executive Officer Certification (Section 302)



CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



I, John Fairweather, certify that:



(1)      I have reviewed this quarterly report on Form 10-Q of Nuclear Solutions, Inc., (Registrant).



(2)      Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;



(3)      Based on my knowledge, the financial statements and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;



(4) The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f) for the registrant and have:



(a)  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;



(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



(c)  evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d) disclosed in this report any changes in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and



(5)        The registrants other certifying officers and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):



(a)  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information ; and



(b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.





Date: November 23, 2009





By:/s/John Fairweather

John Fairweather

Chief Executive Officer

---





Exhibit 31.2



Chief Financial Officer Certification (Section 302)



CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002



I, Kenneth Faith, certify that:





(1)      I have reviewed this quarterly report on Form 10-Q of Nuclear Solutions, Inc., (Registrant).



(2)      Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;



(3)      Based on my knowledge, the financial statements and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;



(4) The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f) for the registrant and have:



(a)  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;



(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



(c)  evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d) disclosed in this report any changes in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and



(5)       The registrants other certifying officers and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):



(a)  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information ; and



(b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.





Date: November 23, 2009





By:/s/ Kenneth Faith__

Kenneth Faith

Chief Financial Officer

---





Exhibit 32.1

Chief Executive Officer Certification (Section 906)





CERTIFICATION PURSUANT TO

18U.S.C.,SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002







Pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002), I, John Fairweather, the undersigned President and Chief Executive Officer of Nuclear Solutions, Inc., (the Company), herby certify that, to the best of my knowledge, the Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2009 (the Report) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.  A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by it and furnished to the Securities and Exchange Commission or its staff upon request.





Dated:  November 23, 2009/s/_John FairweatherPresident and CEO




---



Exhibit 32.2



Chief Financial Officer Certification (Section 906)





CERTIFICATION PURSUANT TO

18U.S.C.,SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002







Pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002), I, Kenneth Faith, the undersigned Chief Financial Officer of Nuclear Solutions, Inc., (the Company), herby certify that, to the best of my knowledge, the Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2009 (the Report) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. A signed original of this written statement required by Section 906 has been provided to the registrant and will be retained by it and furnished to the Securities and Exchange Commission or its staff upon request.



Dated:  November 23, 2009/s/_  Kenneth FaithChief Financial Officer