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 SECURITIESEXCHANGE
                ACT OF 1934 for the quarterly period ending June 30,
                2007








o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
                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








Securities
      registered under Section 12 (b) of the Exchange Act: None





Securities
      registered under Section 12(g) of the Exchange Act: Common Stock - $0.001 par
      value





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 o





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 o,
      Accelerated filer o, Non-accelerated
      filer x





Indicate
      by check mark whether the registrant is a shell company (as defined by Rule
      12b-2 of the Exchange Act). Yes o  No
x





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, 2007: 60,323,027





Transitional
      Small Business Disclosure Format (Check One)Yes o No x










Contents
            Page
                No.Part
                I - Financial InformationItem
                1.
            Financial
                Statements
            3Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            12Item
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk
            13Item
                4.
            Controls
                and Procedures
            14Part
                II - Other InformationItem
                1.
            Legal
                Proceedings
            15Item
                1A.
            Risk Factors
            15Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            23Item
                3.
            Defaults
                Upon Senior Securities
            23Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            23Item
                5.
            Other
                Information
            23Item
                6.
            Exhibits
            24Signatures
            24




2


PART
      I-FINANCIAL INFORMATION





**Item
      1.**  **Financial
      Statements**


NUCLEAR
                    SOLUTIONS ,INCAND
                    SUBSIDIARYCONDENSED
                    CONSOLIDATED BALANCE SHEETJune
                    30,
                
                December
                    31,2007
                
                2006(unaudited)ASSETSCurrent
                    assets:Cash
                
                $
                161,502
                
                $
                31,451Prepaid
                    Expenses
                
                
                115,000
                
                
                9,200Total
                    current assets
                
                
                276,502
                
                
                40,651Property
                    and equipment, net of accumulated depreciationof
                    $25,041 and $21,718 as of June 30, 2007 and December 31, 2006
                    respectively
                
                
                10,603
                
                
                13,926Other
                    assets
                
                
                1,800
                
                
                9,300Total
                    assets
                
                $
                288,905
                
                $
                63,877LIABILITIES
                    AND DEFICIENCY IN STOCKHOLDERS' EQUITYCurrent
                    liabilities:Accounts
                    payable and accrued expenses
                
                $
                3,614,855
                
                $
                3,179,367Accrued
                    executive compensation
                
                
                1,017,112
                
                
                1,033,392Convertible
                    notes payable - related parties, net of discount of
                    $11,148
                
                
                39,852
                
                
                39,000and
                    $0 as of June 30,2007 and December 31, 2006 respectivelyConvertible
                    notes payable - other, net of discount of $296,725 andand
                    $0 as of June 30,2007 and December 31, 2006 respectively
                
                
                734,879
                
                
                903,711Total
                    current liabilities
                
                
                5,406,698
                
                
                5,155,470Derivative
                    liability (Note 4)
                
                
                113,729
                
                
                -Total
                    Liabilities
                
                
                5,520,427
                
                
                5,155,470Commitments
                    and contingenciesDeficiency
                    in stockholders' equity (Note 5)Preferred
                    stock, $0.0001 par value; 10,000,000 sharesauthorized,
                    no shares issued and outstandingCommon
                    stock, $0.0001 par value; 100,000,000shares
                    authorized, 60,323,027 and 53,665,644 issued andoutstanding
                    as of June 30, 2007 and December 31, 2006 respectively
                
                
                6,032
                
                
                5,367Additional
                    paid-in capital
                
                
                13,298,186
                
                
                10,927,066Deferred
                    equity based expense
                
                
                (926,887
                )
                
                (605,954
                )Accumulated
                    deficit
                
                
                (17,608,853
                )
                
                (15,418,072
                )Total
                    deficiency in stockholders' equity
                
                
                (5,231,522
                )
                
                (5,091,593
                )Total
                    liabilities and deficiency in stockholders' equity
                
                $
                288,905
                
                $
                63,877
  The
            accompanying notes are an integral part of the condensed consolidated
            financial
            statements.
  3
 NUCLEAR
                      SOLUTIONS, INC.AND
                      SUBSIDIARYCONDENSED
                      CONSOLIDATED STATEMENTS OF LOSSES(unaudited)
 For
                    the Three Months Ended June 30,
                
                For
                    the Six Months Ended June 30,2007
                
                2006
                
                2007
                
                2006Revenue
                
                $
                -
                
                $
                20,000
                
                $
                100,000
                
                $
                20,000Executive
                    compensation
                
                
                13,750
                
                
                27,500
                
                
                27,500
                
                
                55,000Consulting
                
                
                755,009
                
                
                911,658
                
                
                1,487,062
                
                
                1,486,456Legal
                    and professional fees
                
                
                171,532
                
                
                237,379
                
                
                418,444
                
                
                402,579General
                    and administrative expenses
                
                
                39,670
                
                
                41,800
                
                
                80,897
                
                
                68,748Depreciation
                    and amortization
                
                
                1,656
                
                
                1,339
                
                
                3,324
                
                
                2,700—
                
                
                —981,617
                
                
                1,219,676
                
                
                2,017,227
                
                
                2,015,483Loss
                    from operations
                
                
                (981,617
                )
                
                (1,199,676
                )
                
                (1,917,227
                )
                
                (1,995,483
                )Other
                    Income(expenses)Interest
                    expense
                
                
                (160,377
                )
                
                (42,062
                )
                
                (200,936
                )
                
                (73,342
                )Change
                    in fair value of derivative liability
                
                
                (31,670
                )
                
                -
                
                
                (72,620
                )Loss
                    before provision for income taxes
                
                
                (1,173,664
                )
                
                (1,241,738
                )
                
                (2,190,783
                )
                
                (2,068,825
                )Provision
                    for income taxes
                
                
                —
                
                
                -Net
                    loss
                
                $
                (1,173,664
                )
                $
                (1,241,738
                )
                $
                (2,190,783
                )
                $
                (2,068,825
                )Basic
                    and diluted loss per share
                
                $
                (0.02
                )
                $
                (0.03
                )
                $
                (0.04
                )
                $
                (0.04
                )Weighted
                    average number of common sharesoutstanding,
                    basic and diluted
                
                
                58,150,890
                
                
                48,708,836
                
                
                56,186,115
                
                
                47,228,402
 The accompanying notes are an integral part of
          the
          condensed consolidated financial statements.
  4
 NUCLEAR
                        SOLUTIONS, INCAND
                        SUBSIDIARYCONDENSED
                        CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS"
                        EQUITYFOR
                        THE PERIOD JANUARY 1, 2005 TO JUNE 30, 2007(unaudited)
 Total
                        DeficiencyCommon
                        Stock
                    
                    Additional
                    
                    Deferred
                        Equity
                    
                    Accumulated
                    
                    in
                        Stockholders'Shares
                    
                    Amount
                    
                    Paid
                        - In Capital
                    
                    Based
                        Expense
                    
                    Deficit
                    
                    EquityBalance
                        December 31, 2006
                    
                    
                    53,665,644
                    
                    $
                    5,367
                    
                    $
                    10,927,066
                    
                    $
                    (605,954
                    )
                    $
                    (15,418,071
                    )
                    $
                    (5,091,592
                    )Shares
                        issued for services
                    
                    
                    2,432,665
                    
                    
                    243
                    
                    
                    1,536,427
                    
                    
                    -
                    
                    
                    -
                    
                    
                    1,536,670Shares
                        issued for accrued expenses
                    
                    
                    74,718
                    
                    
                    7
                    
                    
                    56,343
                    
                    
                    -
                    
                    
                    -
                    
                    
                    56,350Shares
                        issued for payment of debt
                    
                    
                    4,150,000
                    
                    
                    415
                    
                    
                    357,480
                    
                    
                    -
                    
                    
                    -
                    
                    
                    357,895Beneficial
                        conversion feature
                    
                    
                    -
                    
                    
                    -
                    
                    
                    420,871
                    
                    
                    -
                    
                    
                    -
                    
                    
                    420,871Deferred
                        compensation
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (1,453,120
                    )
                    
                    -
                    
                    
                    (1,453,120
                    )Amortization
                        of deferred compensation
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    1,132,187
                    
                    
                    -
                    
                    
                    1,132,187Net
                        loss
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (2,190,782
                    )
                    
                    (2,190,782
                    )Balance
                        June 30, 2007
                    
                    $
                    60,323,027
                    
                    $
                    6,032
                    
                    $
                    13,298,187
                    
                    $
                    (926,887
                    )
                    $
                    (17,608,853
                    )
                    $
                    (5,231,521
                    )
  The accompanying notes are an integral part of the
            condensed
            consolidated financial statements.
  5
  NUCLEAR
                        SOLUTIONS ,INCAND
                        SUBSIDIARYCONDENSED
                        CONSOLIDATED STATEMENT OF CASH FLOWS(unaudited)
 For
                        The Six Months Ended June 30,2007
                    
                    2006CASH
                        FLOWS FROM OPERATING ACTIVITIES:Net
                        loss
                    
                    $
                    (2,190,782
                    )
                    $
                    (2,068,825
                    )Adjustments
                        to reconcile net loss to net cashused
                        in operating activities:Depreciation
                        and amortization
                    
                    
                    3,324
                    
                    
                    2,700Amortization
                        of debt discount - beneficial conversion feature ofconvertible
                        note and warrants
                    
                    
                    154,107
                    
                    
                    20,177Financing
                        Cost attributable to warrants
                    
                    
                    -
                    
                    
                    -Change
                        in fair value of derivative liability
                    
                    
                    72,620
                    
                    
                    1,729,887Stock
                        and warrants issued for services
                    
                    
                    2,668,857Changes
                        in operating assets and liabilities:Accounts
                        receivable
                    
                    
                    -
                    
                    
                    60,000Prepaid
                        Expenses
                    
                    
                    (105,800
                    )Other
                        Assets
                    
                    
                    7,500Accounts
                        payable and accrued expenses
                    
                    
                    (925,474
                    )
                    
                    221,020Accrued
                        executive compensation
                    
                    
                    (16,280
                    )
                    
                    (27,783
                    )Net
                        cash used in operating activities
                    
                    
                    (331,928
                    )
                    
                    (62,824
                    )CASH
                        FLOWS FROM FINANCING ACTIVITIES:Proceeds
                        from issuance of debt
                    
                    
                    461,980
                    
                    
                    41,000Net
                        cash provided by financing activities
                    
                    
                    461,980
                    
                    
                    41,000Net
                        increase in cash
                    
                    
                    130,052
                    
                    
                    (21,824
                    )Cash,
                        beginning of period
                    
                    
                    31,451
                    
                    
                    22,696Cash,
                        end of period
                    
                    $
                    161,503
                    
                    $
                    872Supplemental
                        disclosures:Cash
                        paid for:Interest
                    
                    $
                    -
                    
                    $
                    -Income
                        taxes
                    
                    $
                    -
                    
                    $
                    -Non-cash
                        investing and financial activities:Amortization
                        of debt discount - beneficial conversion feature ofconvertible
                        note and warrants
                    
                    $
                    154,107
                    
                    $
                    20,177Payment
                        of debt and interest with common stock
                    
                    $
                    357,895
                    
                    $
                    236,100Beneficial
                        conversion discount
                    
                    $
                    420,871
                    
                    $
                    31,000Payment
                        of accrued expenses with common stock
                    
                    $
                    56,350
                    
                    $
                    1,056,445
  The accompanying notes are an integral part of the
            condensed
            consolidated financial statements.
 6
 **NUCLEAR
        SOLUTIONS, INC.**
 **NOTES
          TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
  June
          30,
          2007
  (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., formally, Future Fuels, Inc., which has had minimal operations through
          June 30, 2007.
  On
          July
          31, 2006 the company formed a wholly owned subsidiary, Liquidyne Fuels,
          which
          has had no activity through June 30, 2007.
  The
          unaudited condensed consolidated financial statements include the accounts
          of
          the Company and Fuel Frontiers, Inc. All significant intercompany transactions
          and balances have been eliminated in the consolidated financial
          statement.
  **Business**
  Nuclear
          Solutions, Inc. is engaged in the research, development, and commercialization
          of innovative product technologies, which are generally early-stage, theoretical
          or commercially unproven. We operate a highly technical business and our
          primary
          mission is to develop advanced product technologies to address emerging
          market
          opportunities in the fields of homeland security, nanotechnology, and nuclear
          remediation.
  **Basis
          of Presentation**
 The
            accompanying unaudited consolidated financial statements have been prepared
            in
            accordance with Regulation S-B 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 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,
            2006 as
            filed with the Securities and Exchange Commission on Form
            10-KSB.
 7
  **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, 2007 and 2006, the Company had 12,317,665 and 14,159,848 potentially
          dilutive securities.
  **Revenue
          Recognition**
  Revenues
          are recognized in the period that services are provided. For revenue from
          product sales, the Company recognizes revenue in accordance with Staff
          Accounting Bulletin No. 104, Revenue Recognition ("SAB104"), which superceded
          Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements
          ("SAB101"). SAB 101 requires that four basic criteria must be met before
          revenue
          can be recognized: (1) persuasive evidence of an arrangement exists; (2)
          delivery has occurred; (3) the selling price is fixed and determinable;
          and (4)
          collectibility is reasonably assured. Determination of criteria (3) and
          (4) are
          based on management's judgments regarding the fixed nature of the selling
          prices
          of the products delivered and the collectibility of those amounts. Provisions
          for discounts and rebates to customers, estimated returns and allowances,
          and
          other adjustments are provided for in the same period the related sales
          are
          recorded. The Company defers any revenue for which the product has not
          been
          delivered or is subject to refund until such time that the Company and
          the
          customer jointly determine that the product has been delivered or no refund
          will
          be required. Payments received in advance are deferred.
  SAB
          104
          incorporates Emerging Issues Task Force 00-21 ("EITF 00-21"),
          Multiple-Deliverable Revenue Arrangements. EITF 00-21 addresses accounting
          for
          arrangements that may involve the delivery or performance of multiple products,
          services and/or rights to use assets. The effect of implementing EITF 00-21
          on
          the Company's consolidated financial position and results of operations
          was not
          significant.
  Licensing
          fee income generally is being recognized ratably over the term of the license.
          The Company's management has determined that the collectibility and length
          of
          time to collect the remaining contracted price due from its licensee can
          not be
          reasonably assured. Accordingly, revenues will be recognized as
          collected.
  **Stock
          Based Compensation**
  We
          have
          adopted the fair value recognition provisions of Financial Accounting Standards
          Board ("FASB") Statement of Financial Accounting Standards ("SFAS") No.
          123(R),
”Accounting for Stock-Based Compensation”, to account for compensation costs
          under our stock option plans. We previously utilized the intrinsic value
          method
          under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued
          to Employees” (as amended) ("APB 25").
 8
  **New
          Accounting Pronouncements**
 
 In
          February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
          Financial Assets and Financial Liabilities.” SFAS
          159
          permits entities to choose to measure many financial instruments, and certain
          other items, at fair value. SFAS
          159
          applies to reporting periods beginning after November 15, 2007. The adoption
          of
          SFAS 159 is not expected to have a material impact on the Company’s financial
          condition or results of operations.
  **Reclassifications**
  Certain
          items in the 2006 financial statements have been reclassified to conform
          to the
          current period presentation.
  **NOTE
          3 - GOING CONCERN**
  The
          accompanying financial statements have been prepared on a going concern
          basis,
          which contemplates the realization of assets and the settlement of liabilities
          and commitments in the normal course of business. As reflected in the
          accompanying financial statements, the Company has a net loss of $2,190,783
          for
          the six months ended June 30, 2007, a working capital deficiency of $5,130,197
          at June 30, 2007 and a stockholders' deficiency of $5,231,522 at June 30,
          2007.
          These factors raise substantial doubt about its ability to continue as
          a going
          concern. The ability of the Company to continue as a going concern is dependent
          on the Company's ability to raise additional funds and implement its business
          plan. The accompanying financial statements do not include any adjustments
          that
          might be necessary if the Company is unable to continue as a going concern.
 
 **NOTE
          4 - CONVERTIBLE DEBT**
  Notes
          payable at June 30, 2007 and December 31, 2006 are as follows:
 
 June
                    30,
                
                December
                    31,2007
                
                2006(unaudited)Denise
                    Barbato, bearing interest at 10% per year, convertible into common
                    stockat
                    $0.084 per share. The note is payable on August 30, 2007
                
                $
                550,625
                
                $
                862,711Denise
                    Barbato, bearing interest at 10% per year, convertible into common
                    stockat
                    $0.084 per share. The notes are payable on August 31, 2007
                
                
                381,000
                
                
                31,000Global
                    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
                
                
                20,000Long
                    Lane Capital demand note at 12 % per year
                
                
                --
                
                
                10,000Long
                    Lane Capital Credit Facility, convertible into common
                    stockAt
                    a
                    50% discount to market; interest rate 12%; maturity March 28,
                    2008
                
                
                99,980
                
                
                --John
                    Powers note, convertible into common stockAt
                    a
                    50% discount to market; interest rate 12%; maturity June 4,
                    2008
                
                
                12,000
                
                
                --Total
                    notes payable
                
                
                1,082,605
                
                
                942,711Less:
                    current portion
                
                
                (1,082,605
                )
                
                (942,711
                )Balance
                    notes payable (long term portion)
                
                $
                --
                
                $
                --
  9
  During
          the six months ended June 30, 2007 the Company received advances from Denise
          Barbato in the amount of $350,000. The advances are convertible into common
          stock at the rate of $0.084 per share and are due August 30, 2007. Since
          the
          advances are convertible at a discount to market, the Company has recorded
          a
          debt discount related to the beneficial conversion feature in the amount
          of
          $350,000, based on the proceeds received. The discount is being amortized
          over
          the term of the debt, through August 30, 2007. Amortization of debt discount
          for
          the six and three month periods ended June 30, 2007 was $128,880 and $110,163,
          respectively.
 
 On
          January 17, 2007 the Company issued 2,125,000 shares of common stock as
          payment
          of $164,486 of principle and $14,014 of accrued interest to Denise
          Barbato.
  On
          June
          20, 2007 the Company issued 2,000,000 shares of common stock as payment
          of
          $147,601 of principle and $20,399 of accrued interest to Denise
          Barbato.
 
 In
          March
          and April, 2007 the Company received an advance from Long Lane Capital
          in the
          amount of $99,980, pursuant to a $100,000 credit facility. The advance
          is
          convertible into common stock at the rate of 50% of market value and is
          due in
          March 2008. In connection with the total credit facility we have issued
          a common
          stock purchase warrant for 500,000 shares of common stock, exercisable
          at $0.35
          per share. In accordance with EITF 00-27, a portion of the proceeds of
          the
          current advance was allocated to the warrant associated with the current
          debt
          based on its relative fair value, which totaled $70,871 using the Black-Scholes
          option pricing model. The assumptions used in the Black-Scholes model are
          as
          follows: (1) dividend yield of 0%; (2) expected volatility of 100%, (3)
          risk-free interest rate of 4.5%, and (4) expected life of 2 years. We have
          also
          recorded a beneficial conversion feature in the amount of $29,109, based
          on the
          proceeds allocated to the debt. The aggregate discount is being amortized
          over
          the term of the debt, through March 28, 2008. Amortization of debt discount
          for
          the three and six month periods ended June 30, 2007 was $23,461 and $24,375,
          respectively.
  The
          embedded conversion option related to the Long Lane Capital credit facility
          is
          accounted for under EITF issue No. 00-19 "Accounting for Derivative Financial
          Instruments Indexed to, and Potentially Settled in, a Company's Own Stock".
          We
          have determined that the embedded conversion option is a derivative liability.
          Accordingly, the embedded conversion option will be marked to market through
          earnings at the end of each reporting period. The conversion option is
          valued
          using the Black-Scholes valuation model. For the three and six month periods
          ended June 30, 2007, the Company reflected a charge of $26,157 and $67,107,
          respectively, representing the change in the value of the embedded conversion
          option.
  On
          June
          4, 2007 the Company received $12,000 pursuant to a promissory note payable
          to
          John Powers, a director, bearing interest at 12% per year and maturing
          on June
          4, 2008. The note is convertible into common stock at the rate of 50% of
          market
          value. We have recorded a beneficial conversion feature in the amount of
          $12,000. The discount is being amortized over the term of the debt, through
          June
          4, 2008. Amortization of debt discount for the three and six month periods
          ended
          June 30, 2007 was $852.
  The
          embedded conversion option related to the Powers note is accounted for
          under
          EITF issue No. 00-19. We have determined that the embedded conversion option
          is
          a derivative liability. Accordingly, the embedded conversion option will
          be
          marked to market through earnings at the end of each reporting period.
          The
          conversion option is valued using the Black-Scholes valuation model. For
          the
          three and six month periods ended June 30, 2007, the Company reflected
          a charge
          of $5,512, representing the change in the value of the embedded conversion
          option.
 
 On
          March
          16, 2007 the Company issued 25,000 shares of common stock as payment of
          $10,000
          of principle and $1,395 of accrued interest to Long Lane Capital.
  **NOTE
          5 - STOCKHOLDER'S EQUITY**
  During
          the six months ended June 30, 2007 the Company issued an aggregate of 2,432,665
          shares of common stock, valued at $1,536,670, for consulting
          services.
  10
 During
          the six months ended June 30, 2007 the Company issued 74,718 shares as
          payment
          of expenses accrued at December 31, 2006 in the amount of $56,350
  During
          January 2007 the Company issued 2,125,000 shares of common stock as payment
          of
          $178,500 of principal and interest due to Denise Barbato.
  On
          June
          20, 2007 the Company issued 2,000,000 shares of common stock as payment
          of
          $147,601 of principle and $20,399 of accrued interest to Denise
          Barbato.
 
 During
          March 2007 the Company issued 25,000 shares of common stock as payment
          of
          $11,395 of principle and interest due to Long Lane Capital.
  In
          connection with the Long Lane Capital credit facility we have issued a
          common
          stock purchase warrant for 500,000 shares of common stock, exercisable
          at $0.35
          per share.
  During
          the six months ended June 30, 2006 the Company issued an aggregate of 1,367,492
          shares of common stock, valued at 1,070,715 for consulting
          services.
 
 During
          the six months ended June 30, 2006 the Company issued an aggregate of 2,171,871
          shares as payment of expenses accrued at December 31, 2005 in the amount
          of
          $1,056,445.
 
 During
          January 2006 the Company issued 2,000,000 shares of common stock as payment
          of
          $168,000 of interest accrued to Denise Barbato.
 
 In
          April
          2006 the Company issued 309,545 shares to Long Lane capital valued at $68,100
          as
          a payment for the February 2005 note of $60,000plus accrued interest of
          $8,100.
  **NOTE
          6- MAJOR SUPPLIERS AND CUSTOMERS**
  The
          Company licensed its technology to one customer during the three and six
          months
          ended June 30, 2007 and 2006.
 
 **NOTE
          7 - SUBSEQUENT EVENTS**
 
 Subsequent
          to June 30, 2007, the company issued 527,819 restricted shares and
          138,246 registered shares cumulatively valued at $457,449 for consulting
          services.
  11




**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**





Nuclear
      Solutions, Inc. and its subsidiaries are engaged in the development of
      renewable/synthetic fuel production facilities using gas-to-liquid (GTL),
      coal-to-liquid(CTL) and bio-fuel production technologies as well as developing
      advanced technology concepts for strategic sensing and power systems through
      the
      company's Advanced Technology Research (ATR) division.


Shift
        in
        Company Focus
 
 Since
        the
        date of the last quarterly report, management has decided to focus the company's
        resources primarily towards developing synthetic-renewable fuel production
        facilities as the main center of company activity.
 
 Although
        the company is focusing on synthetic-renewable fuels, it intends to continue
        opportunistic development its portfolio technologies, as discussed in the
        most
        recent annual report, including sensing technologies suitable for detecting
        shielded nuclear weapons within a new Advanced Technology Research division.
        The
        Advanced Technology Research Division is mandated to develop technologies
        that
        could enhance and support the company's renewable-synthetic fuels business
        in
        addition to continuing development of advanced weapon sensing and power
        systems.
 
 Given
        the
        company's shift of focus away from the development of nuclear technologies
        as
        its core business, and subject to applicable regulations, management intends
        to
        change the company's name to more accurately reflect the current business
        of the
        company as soon as practical.
  **Recent
        Developments**





On
      April
      13, 2007, we entered into an engineering and design agreement whereby we
      pre-paid $100,000 for engineering services related to the construction of our
      waste to ultra-clean diesel projects.





**Results
      of Operations**





REVENUES:
      The Company reported revenues of $100,000 from our existing technology licence
      agreement, for the six months ended June 30, 2007 as compared with revenues
      from
      continuing operations of $20,000 for the six months ended June 30, 2006. The
      increase in revenues is attributable to our policy of recognizing revenues
      on a
      cash basis. During the second quarter of 2007, we recieved and recognized $0
      in
      revenue in the three months ended June 30, 2007.





Business
      Concentration





For
      the
      year ended December 31, 2006, and the six month period ended June 30, 2007,
      the
      balance of all accounts receivables was from one customer.





TOTAL
      COSTS AND EXPENSES: Total costs and expenses from continuing operations
      increased from $2,015,483 for the six months ended June 30, 2006 to $2,017,227
      for the six months ended June 30, 2007.





The
      slight overall increase is the result of consulting fees, legal, and
      professional fees increasing from $402,579 to $418,444 due to increased business
      development activites, and a decrease in executive compensation
      from $55,000 to $27,500 in their respective six month periods from 2006 to
      2007.





OPERATING
      EXPENSES: Operating expenses from continuing operations increased from
      $2,015,483 for the six months ended June 30, 2006 to $2,017,227 for the six
      months ended June 30, 2007. This increase was primarily due to increased
      business development activites, as stated above. Depreciation expense increased
      for the first six months of 2007 versus the first six months of 2006, increasing
      from $2,700 for the six months ended June 30, 2006 to $3,324, for the six months
      ended June 30, 2007. This slight increase reflects no significant increase
      or
      decrease in depreciable assets for the respective periods.





12


INTEREST
      EXPENSE: Interest expense increased from $73,342 for the six months ended June
      30, 2006 to $200,936 for the six months ended June 30, 2007. This increase
      is
      due primarily to increased debt to finance company operations.





SALES,
      GENERAL AND ADMINISTRATIVE: Sales, General & Administrative





Expenses
      increased by $12,149 during the six months ended June 30, 2007 to a total amount
      of $80,897 as compared to $68,748 for the six months ended June 30, 2006. The
      increase was due to increased travel and general business expenses.





NET
      LOSS:
      The company incurred a net loss of (2,190,783) for the six months ended June
      30,
      2007, compared with a net loss of ($2,068,825) for the three months ended June
      30, 2006 , which reflects a year-to-year increase in the amount of loss for
      the
      period of $121,958. The principal reason for this increase was due to incurring
      more operating expenses as a result of increased business development
      activites.





LIQUIDITY
      AND CAPITAL RESOURCES:




As
      of
      June 30, 2007, we had a working capital deficit of $5,130,196 which compares
      to
      a working capital deficit of $ 3,702,605 as of June 30, 2006. As a result of
      our
      operating losses for the six month period ended June 30, 2007, we generated
      a
      cash flow deficit of $331,928 from operating activities. Cash flows used in
      investing activities was $0 during the period. Cash flows provided by financing
      activities were $461,980 on proceeds from short-term notes payable.





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





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




**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 June 30, 2007, we had
      cash
      and cash equivalents aggregated $161,502.





13


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.







**Item
              4.**
            **Controls
                and Procedures.**





(a)
            Evaluation
                of Disclosure Controls and
                Procedures.





As
      of the
      end of the reporting period, June 30, 2007, we carried out an evaluation, under
      the supervision and with the participation of our management, including the
      Company's Chairman and Chief Executive Officer and the Chief Financial Officer,
      of the effectiveness of the design and operation of our disclosure controls
      and
      procedures pursuant to Rule 13a-15(e) of the Securities Exchange Act of 1934
      (the "Exchange Act"), which disclosure controls and procedures are designed
      to
      insure that information required to be disclosed by a company in the reports
      that it files under the Exchange Act is recorded, processed, summarized and
      reported within required time periods specified by the SEC's rules and forms.
      Based upon that evaluation, the Chairman and the Chief Financial Officer
      concluded that our disclosure controls and procedures were
      adequate.





(b)
            Changes
                in Internal Control.





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





(c)
            Limitations.





Our
      management, including our Principal Executive Officer and Principal Financial
      Officer, does not expect that our disclosure controls or internal controls
      over
      financial reporting will prevent all errors or all instances of fraud. 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.





14


PART
      II-OTHER INFORMATION





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





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





**Item
              1A.**
            **Risk
                Factors**





Cautionary
      Factors that may Affect Future Results





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





Trends,
      Risks and Uncertainties





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





Limited
      operating history; anticipated losses; uncertainly of future
      results





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





15


Risk
      Factors:





INTELLECTUAL
      PROPERTY RIGHTS





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





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





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





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





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





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





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





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





16


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





We
      have
      not been profitable since our inception. Although we believe that we may
      recognize revenues during the next twelve months based on our licence agreement
      with IPTH, and expressions of interest from third parties, there can be no
      assurances as to when and whether we will be able to commercialize our products
      and technologies and realize any revenues. Our technologies have never been
      utilized on a large-scale commercial basis.





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


United
      States Government and may subject to regulatory requirements or export
      restrictions.





Management
      of Growth





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





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





17


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





Risks
      associated with acquisitions





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





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





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





New
      Business





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





18


Potential
      fluctuations in quarterly operating results -





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





Dependence
      Upon Management





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





Lack
      of
      Independent Directors





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





Limitation
      of Liability and Indemnification of Officers and Directors





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





19


Audit's
      Opinion Expresses Doubt About The Company's Ability To Continue As a "Going
      Concern".





The
      accompanying consolidated financial statements have been prepared assuming
      the
      Company will continue as a going concern. As discussed in Note 3 to the
      consolidated financial statements, the Company has suffered recurring losses
      from operations. This raises substantial doubt about its ability to continue
      as
      a going concern. Management's plans in regard to these matters are also
      described in Note 3. The financial statements do not include any adjustments
      that might result from the outcome of this uncertainty.





Delays
      in
      the Introduction of Our Products





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





Dependence
      on Independent Parties to Produce our Products





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





Government
      Regulation





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





20


Limited
      Market Due To Penny Stock





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





21


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





Our
      officers are not currently being paid all of their salaries. In some cases,
      officers are not paid at all. Unless we are able to secure additional funding
      for operations, we cannot guarantee that they will be able to continue to devote
      sufficient time to the operations of the business.





Sarbanes-Oxley
      Act of 2002





We
      will
      be required to evaluate our internal controls under Section 404 of the
      Sarbanes-Oxley Act of 2002 (“SOX”), and any adverse results from such evaluation
      could result in a loss of investor confidence in our financial reports and
      have
      an adverse effect on the price of our shares of common stock. Pursuant to
      Section 404 of SOX, beginning with our annual report on Form 10-K for the fiscal
      year ended February 29, 2008, we will be required to furnish a report by
      management on our internal controls over financial reporting.  This report
      will contain among other matters, an assessment of the effectiveness of our
      internal control over financial reporting, including a statement as to whether
      or not our internal control over financial reporting is effective.  This
      assessment must include disclosure of any material weaknesses in our internal
      control over financial reporting identified by our management.  This report
      must also contain a statement that our auditors have issued an attestation
      report on our management’s assessment of these internal controls.  Public
      Company Accounting Oversight Board Auditing Standard No. 2 provides the
      professional standards for auditors to attest to, and report on, our
      management’s assessment of the effectiveness of internal control over financial
      reporting under Section 404.





We
      cannot
      be certain that we will be able to complete our assessment, testing and any
      required remediation in a timely fashion.  During the evaluation and
      testing process, if we identify one or more material weaknesses in our internal
      control over financial reporting, we will be unable to assert that such internal
      control is effective.  If we are unable to assert that our internal control
      over financial reporting is effective (or if our auditors are unable to attest
      that our management’s report is fairly stated or they are unable to express an
      opinion on the effectiveness of our internal controls), we could lose investor
      confidence in the accuracy and completeness of our financial reports, which
      could have a material adverse effect on our stock price.


22


Failure
      to comply with the new rules may make it more difficult for us to obtain certain
      types of insurance, including director and officer liability insurance.  We
      may be forced to accept reduced policy limits and coverage and/or incur
      substantially higher costs to obtain the same or similar coverage.  The
      impact of these events could also make it more difficult for us to attract
      and
      retain qualified persons to serve on our board of directors, on committees
      of
      our board of directors, or as executive officers.




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





During
      this fiscal quarter, we issued the following common stock:





On
      June
      20, 2007 the company issued 2,000,000 shares to Denise Barbato valued at
      $168,500 as a partial payment for the January 8th, 2004 debt consolidation
      agreement.





On
      July
      31, 2007, the company issued Brian Ettinger 527,819 restricted common shares
      in
      connection with a consulting services agreement for the development of synthetic
      ultra-clean diesel projects. The shares were valued at $351,000.





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 quarter of the fiscal year covered by this
      report.





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





None.




23




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





(a)
            Exhibits:








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


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


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


32.2
            Chief
                Financial Officer-Section 906 Certification pursuantto
                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 20, 2007.








NUCLEAR
      SOLUTIONS, INC.





By:
            /s/
                Patrick Herda
            By:
            /s/
                Kenneth FaithPatrick
                Herda
            
            Kenneth
                FaithTitle:
                President, CEO
            
            Title:
                CFO








24