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

                                  FORM 10-QSB
                                   (Mark One)

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 For the quarterly period ending September 30, 2004


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

Commission file number    000-31959
                          ---------

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


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


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


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

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

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

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

      Applicable on to corporate issuers

      State the number of shares outstanding of each of the issuer's class of
Common equity, as of September 30, 2004: 32,956,137
                                         ----------

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


<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements..........................................
          Balance Sheet (unaudited).....................................
          Statements of Operations (unaudited)..........................
          Statements of Cash Flows (unaudited)..........................
          Notes to Financial Statements.................................

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

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

PART II. OTHER INFORMATION

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

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

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

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

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

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

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


<PAGE>

NUCLEAR SOLUTIONS, INC.
FORM 10-QSB

PART I-FINANCIAL INFORMATION


Item 1.  Financial Statements.  (Unaudited)


<PAGE>

Item 1.  Financial Statements

                             NUCLEAR SOLUTIONS,INC.
                         INDEX TO FINANCIAL INFORMATION

Unaudited Condensed Balance Sheet at September 30, 2004

Unaudited Condensed Statements of Losses For the Three Months Ended September,
2004 and 2003 , Nine Months Ended September 30, 2004 and 2003 and the Period
February 27,1997 (Date of Inception) Through September 30, 2004

Unaudited Condensed Statement of Cash flows For the Nine Months Ended September
30, 2004 and 2003 and the Period February 27,1997 ( Date of Inception ) Through
September 30, 2004

Notes to  Unaudited Condensed Financial  statements


<PAGE>

                             NUCLEAR SOLUTION, INC.
                          (A Development Stage Company)
                             Condensed Balance Sheet
                                   (Unaudited)


                                                              September 30 ,2004
                                                              ------------------
                                     ASSETS
Current Assets:
  Cash and cash equivalents                                        $         64
                                                                   ------------
         Total Current Assets                                                64
                                                                   ------------

Property and Equipments, net of accumulated
depreciation of $28,215 and $9,047, respectively                         19,168

Other Assets                                                              1,800
                                                                   ------------

Total Assets                                                       $     21,032
                                                                   ============

              LIABILITIES AND (DEFICIENCY) IN STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable                                                 $    258,129
  Accrued expenses                                                      719,867
  Accrued executive compensation- related party                         798,049
  Convertible debt - related party                                    1,032,635
  Accrued interest - related party                                       83,348
                                                                   ------------
         Total Current Liabilities                                    2,892,028
                                                                   ------------

(Deficiency) in Stockholders' Equity:
Preferred stock, $0.0001 par value, 10,000,000 shares
authorized, no shares issued and outstanding Common
stock, $0.0001 par value, 100,000,000 shares authorized,
33,402,045 shares issued and outstanding                                  3,340
Additional paid-in capital                                            3,814,220
Deferred compensation                                                  (225,237)
Unamortized loan fees- related party                                    (36,500)
(Deficit) accumulated during development stage                       (6,426,819)
                                                                   ------------
(Deficiency) in stockholders' equity                                 (2,870,996)
                                                                   ------------
    Total Liabilities and (Deficiency) in Stockholders' Equity     $     21,032
                                                                   ============


    See accompanying notes to the unaudited condensed financial information.


<PAGE>

                             NUCLEAR SOLUTONS, INC.
                          (A Development Stage Company)
                       Condensed Statements of Operations
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                                    For the Period
                                                                                                       February
                                                                                                    27, 1997 (date
                                                                                                    of inception)
                                        For the Three Months Ended     For the Nine Months Ended       Through
                                               September 30,                 September 30,           September 30,
                                         2004            2003            2004            2003            2004
                                     ------------    ------------    ------------    ------------    ------------
<S>                                  <C>             <C>             <C>             <C>             <C>
Revenue                              $         --    $         --    $         --    $         --    $         --

Operating Expenses:
   Depreciation and amortization            1,408           5,525           3,931          15,823         101,018
   Consulting fees                        265,439         419,738         708,239         905,017       3,161,685
   Legal Fees                              15,750          19,037          36,750          38,974         197,264
   Executive compensation -related
   party                                   67,500          73,371         202,500         389,446       2,069,191
   General and administrative
   expenses                                 3,487           8,075          24,683          97,177         543,012
   Impairment of acquired
   technology                                  --              --              --              --          82,650
                                     ------------    ------------    ------------    ------------    ------------

Total  Operating Expenses                 353,584         525,746         976,103       1,446,437       6,154,820


Loss from Operations                     (353,584)       (525,746)       (976,103)     (1,446,437)     (6,154,820)

Other Income (Expense)                     36,500              --         109,500              --         109,500
Interest Expense                           25,316          13,138          76,958          39,413         162,499
Income Tax (Benefit)                           --              --              --              --              --
                                     ------------    ------------    ------------    ------------    ------------

Net Loss                             $   (415,400)   $   (538,884)   $ (1,162,561)   $ (1,485,850)   $ (6,426,819)
                                     ============    ============    ============    ============    ============

Weighted average number of common
shares outstanding - basic and
fully diluted                          31,982,777      25,432,598      32,956,137      23,575,191             n/a
                                     ============    ============    ============    ============
Net (loss) per share - basic &
fully diluted                        $      (0.01)   $      (0.02)   $      (0.04)   $      (0.06)            n/a
                                     ============    ============    ============    ============
</TABLE>


    See accompanying notes to the unaudited condensed financial information.


<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                          (A Development Stage Company)
                        CONDENSED STATEMENT OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                               For the Period
                                                                              February 27, 1997
                                                  For the Nine Months Ended  (date of inception)
                                                        September 30,         Through September
                                                    2004            2003           30, 2004
                                                ------------    ------------    ------------
Cash flow from operating activities:

<S>                                             <C>             <C>             <C>
Net (Loss)                                      $ (1,162,561)   $ (1,485,850)   $ (6,426,819)

Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization                          3,931          15,823         101,018

Share issued to consultants for compensation         943,674       1,111,840       3,655,313
Warrants issued to consultants                           400              --             400

Impairment of acquired technology                         --              --          82,650
Loss due to write down of property and
equipments                                                --              --          14,996
(Increase) /decrease in:

Unamortized loan fees                               (109,500)             --        (109,500)
Security deposit                                      (1,265)             --          (1,800)
Prepaid consulting service                                --          23,750              --
Checks written in excess of cash                          --           6,158              --
Increase /(decrease) in:
Accounts payable                                       9,923         (24,315)        258,129
Accrued expenses                                     536,096         (10,122)        719,467

Accrued executive compensation                        44,799        (317,161)        798,048
Contingent liabilities                                    --         186,873              --
Accrued interest                                          --          36,375              --
Accrued interest- related party                       (2,677)          3,038          83,348
                                                ------------    ------------    ------------
Net cash provided by (used in) operating
activities                                           262,820        (453,590)       (824,750)

Cash flows from investing activities:
Payments for property and equipments                  (2,347)        (14,087)        (46,385)
                                                ------------    ------------    ------------
Net cash used in investing activities                 (2,347)        (14,087)        (46,385)

Cash flows from financing activities:
Proceeds from convertible debt                        79,635         286,000       1,035,135
Payment for convertible debt- related party               --          (1,500)         (2,500)
Proceeds from issuance of common stock                    --              --          43,700
Decrease (increase) in deferred compensation        (340,071)        167,767        (225,237)
Proceeds from donated capital                             --              --          20,100
                                                ------------    ------------    ------------
Net cash (used in) provided by financing
activities                                          (260,436)        452,267         871,198
                                                ------------    ------------    ------------
</TABLE>

     See accompanying notes to the unaudited condensed financial information


<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                          (A Development Stage Company)
                        CONDENSED STATEMENT OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
<S>                                             <C>            <C>             <C>
Net increase (decrease) in cash and cash
equivalents                                               37        (15,410)             64
                                                ------------   ------------    ------------
Cash - beginning                                $         27   $     15,410    $         --
                                                ------------   ------------    ------------
Cash - ending                                   $         64   $         --    $         64
                                                ============   ============    ============
Supplemental disclosures:
   Interest paid                                          --
   Income taxes paid                                      --

Non cash investing and financing activities:
Shares issued for unamortized loan fees         $    146,000   $         --    $         --

Shares issued to consultants for compensation        943,674      1,111,840       3,655,313
Warrants issued to consultants                           400             --             400
Impairment of acquired technology                         --             --          82,650
Loss due to write down of property and
equipments                                                --             --          14,996
Shares issued for debt restructuring                 973,135             --              --
</TABLE>


     See accompanying notes to the unaudited condensed financial information


<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (Unaudited)


NOTE A - SUMMARY OF ACCOUNTING POLICIES

General

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-QSB. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Accordingly, the results from operations for the three-month period ended
September 30, 2004, are not necessarily indicative of the results that may be
expected for the year ended December 31, 2004. The unaudited condensed
consolidated financial statements should be read in conjunction with the
consolidated December 31, 2003 financial statements and footnotes thereto
included in the Company's SEC Form 10-KSB.

Business and Basis of presentation

Nuclear Solutions, Inc. (the "Company") is in the development stage and its
effort have been principally devoted to seeking profitable business
opportunities. To date the Company has incurred expenses and has sustained
losses. Consequently, its operations are subject to all risks inherent in the
establishment of a new business enterprise. For the period from inception
through September 30 2004, the Company has accumulated losses of $(6,426,819).

Stock Based Compensation
------------------------

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition, this
statement amends the disclosure requirements of SFAS No. 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method used on reported results. The Company has chosen to continue to account
for stock-based compensation using the intrinsic value method prescribed in APB
Opinion No. 25 and related interpretations. Accordingly, compensation expense
for stock options is measured as the excess, if any, of the fair market value of
the Company's stock at the date of the grant over the exercise price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No. 148 in its financial reports for the year ended December 31, 2002 and
subsequent years. The Company has no awards of stock-based employee compensation
issued and outstanding at September 30, 2004.

<PAGE>

NOTE B - PROPERTY AND EQUIPMENTS

As of September 30, 2004, the Company had the following fixed assets:

Office equipment                 $     18,592
Computer equipment & software           7,173
Furniture & fixtures                    2,450
                                 ------------
                                       28,215
Less: Accumulated depreciation         (9,047)
                                 $     19,168
                                 ============

The Company purchased property and equipments in the amount of $2,347 during the
nine months ended September 30, 2004. Depreciation expense was $3,930 for the
nine months ended September 30, 2004.

NOTE C - ACCRUED EXPENSES

On January 5, 2004, the Company agreed to issue to Stanley Drinkwater for
consulting services in exchange for 1,265,822 shares of the Company's $0.0001
par value common stock valued at the fair market value of the services of
$100,000. On May 5, 2004, the 632,910 shares were issued and reduced the accrued
expense by $50,000. As of September 30, 2004 the remainder is owed and
considered an accrued expense of $50,000.

On January 8, 2004, the Company agreed to issue to Denise Barbato as an
incentive for refinancing debt 2,000,000 shares of the Company's $0.0001 par
value common stock valued at the fair market value of the stock of $146,000. As
of September 30, 2004, the shares have not been issued and the entire amount is
considered an accrued expense.

On January 23, 2004, the Company agreed to issue to Greg Wilson for legal
services in exchange for 1,000,000 shares of the Company's $0.0001 par value
common stock valued at the fair market value of the services of $63,000. As of
June 30, 2004, the 500,000 shares have been issued and reduced the accrued
expense by $31,500. As of September 30, 2004 the current balance owed is 500,000
shares valued at $31,500.

On March 4, 2004, the Company agreed to issue to George Dennison for consulting
services in exchange for 67,267 shares of the Company's $0.0001 par value common
stock valued at the fair market value of the services of $14,000. The shares
were issued on May 5, 2004.

On March 31, 2004, the Company agreed to issue to Vintage Filings, LLC for
consulting services in exchange for 85,000 shares of the Company's $0.0001 par
value common stock valued at the fair market value of the services of $17,000.
The shares were issued on April 30, 2004 and accrued expenses decreased $17,000.

On May 1, 2004, the Company agreed to issue to George Dennison for consulting
services in exchange for 97,110 shares of the Company's $0.0001 par value common
stock valued at the fair market value of the services of $14,000. On August 6,
2004 the shares were issued and accrued expenses decreased by $14,000.

On June 3, 2004, the Company agreed to issue to Greenberg & Lieberman for legal
fees relating to patents in exchange for 679,864 shares of the Company's $0.0001
par value common stock valued at the fair market value of the services of
$125,775. As of September 30, 2004, the shares have not been issued and the
entire amount is considered an accrued expense.

On June 30, 2004, the Company agreed to issue 19,139 shares of the Company's
$0.0001 par value common stock to Sprague Agency to provide investigative
services valued at the fair market value of the stock of $2,546. The shares were
issued on August 27, 2004.

As of September 30, 2004, the Company has authorized a total of 4,619,892 shares
of its $0.0001 par value common stock, but has not issued the stock. The Company
plans to issue the common stock valued at $587,656 to the above individuals and
entities in the near future.


<PAGE>

As of September 30, 2004, the Company has authorized options and warrants which
the holders can purchase up to 1,320,000 shares of its $0.0001 par value common
stock, but none of the options and warrants have been issued. The Company plans
to issue the options and warrants valued at $6,400 to the above individuals and
entities in the near future.

NOTE D - ACCRUED EXECUTIVE COMPENSATION

The Company had an Employment Agreement with Paul M. Brown, its president,
whereby the Company is to pay Mr. Brown an annual base salary of $250,000. As of
June 30, 2004, the amount accrued until Mr. Brown's death was $142,667 and at
Ms. Brown's discretion will be paid back either in cash or common stock at a
price of $1 per share.

The Company hired Adrian Joseph as the vice president of special projects
whereby the Company is to pay Mr. Joseph an annual base salary of $144,000. As
of September 30, 2004, the amount accrued until his resignation was $157,700 and
at Mr. Joseph's discretion will be paid back either in cash or common stock at a
price of $1 per share. On May 17, 2004, the Company and Mr. Joseph agreed to
settle all past due accrued executive compensation in exchange for 150,000
shares of the Company's $0.0001 par value common stock. As of September 30,
2004, the shares have not been issued.

The Company hired Patrick Herda as the vice president of business development
whereby the Company is to pay Mr. Herda an annual base salary of $150,000. For
the nine month period ended September 30, 2004, the wages expensed was $112,500
and the amount paid in cash was $0. As of September 30, 2004, the balance of
accrued executive compensation was $408,750.

The Company hired John Dempsey as a Vice President whereby the Company is to pay
Mr. Dempsey an annual base salary of $120,000. During the nine month period
ended September 30, 2004, the wages expensed was $90,000 and the amount paid in
cash was $0. As of September 30, 2004, the amount accrued was $246,632.

NOTE E -NOTES PAYABLE

A summary of notes payable at September 30, 2004 is as follows:

      On November 24, 2001 the Company executed a promissory note
      with Global Atomics, Inc. (GAI), a company controlled by
      Paul M. Brown, the Company's former president, in the
      amount of $14,000. The note bears an interest rate of 10%
      per annum and is due upon demand. At the request of GAI,
      any unpaid balance of principal and interest due will be
      converted in common stock at a rate of $1 per share. As of
      September 30, 2004, the amount due is $4,000 in principal
      and $1,300 in accrued interest                                $    5,300

      On December 11, 2001 the Company executed a promissory note
      with International Fission Fuels, Inc. (IFFI), a company
      controlled by Paul M. Brown, the Company's former
      president, in the amount of $15,000. The note bears an
      interest rate of 10% per annum and is due upon demand. At
      the request of IFFI, any unpaid balance of principal and
      interest due will be converted in common stock at a rate of
      $1 per share. As of September 30, 2004, the amount due is
      $15,000 in principal, and $4,250 in accrued interest              19,250

      On April 16, 2002, the Company received $20,000 from Jackie
      Brown, the wife of the Company's former president. The note
      bears no interest and is due upon demand. At the request of
      Ms. Brown, any unpaid balance of principal due will be
      converted in common stock at a rate of $1 per share. As of
      September 30, 2004, the amount due is $20,000 in principal,
      and $0 in accrued interest                                        20,000

      On July 7, 2002, the Company executed a promissory note
      with Patrick Herda, vice president of business development,
      in the amount of $5,000. The note bears an interest rate of
      10% per annum and is due upon demand. At the request of Mr.
      Herda, any unpaid balance of principal and interest due
      will be converted in common stock at a rate of $1 per
      share. As of September 30, 2004, the amount due is $2,500
      in principal, and $762.50 in accrued interest                      3,263

      On July 11, 2002, the Company executed a promissory note
      with Patrick Herda, vice president of business development,
      in the amount of $18,000. The note bears an interest rate
      of 10% per annum and is due upon demand. At the request of
      Mr. Herda, any unpaid balance of principal and interest due
      will be converted in common stock at a rate of $1 per
      share. As of September 30, 2004, the amount due is $18000
      in principal, and $4,050 in accrued interest                      22,050

      On January 8, 2004, the Company entered into a debt
      restructuring agreement with Denise Barbato (DB) whereby
      the agreement consolidated all of the notes payable with
      DMB Enterprises including accrued interest totaling
      $564,635 and the balance in the line of credit of $408,500
      into one note totaling $973,135. The entire principal
      balance of $973,135 shall accrue interest at a simple
      annual interest rate of 10% per annum. The agreement also
      states that the Company can borrow an additional $50,000 at
      DB's discretion. The repayment of the principal amount plus
      any accrued interest on the loan will be deferred until
      such time that the Company receives financing if no less
      than $2,000,000, or twelve months from the effective date
      of this agreement, whichever event occurs first. Within 15
      days of the due date, the Company shall execute one of the
      following repayment options at their discretion:

      1.    The outstanding principal and accrued interest to
            date shall be converted into common stock at the 20
            day moving average stock price ($0.084 per share), or

      2.    The outstanding and accrued interest to date shall
            paid in full with cash, or

      3.    Any combination of option 1 and 2 above.

      The Company shall issue to DB 2,000,000 shares of the
      Company's $0.0001 par value common stock as an incentive to
      enter into this debt restructuring agreement. The shares
      are valued at $146,000 which is based on the fair market
      value of the stock with a discount for lack of
      marketability. The incentive is recognized as a financing
      expense to be amortized over the life of the loan. As of
      September 30, 2004, the shares have not been issued and the
      total amount is considered accrued expenses. As of
      September 30, 2004, the amount due is $973,135 in
      principal, and $72,985, in accrued interest                    1,046,120

      Less: current portion                                          1,115,983
                                                                    ----------
      Notes payable- long term                                      $       --
                                                                    ==========

During the three months ended September 30, 2004, the Company had interest
expense totaling $25,316.

During the nine months ended September 30, 2004, the Company had financing
expenses of $109,500 and as of September 30, 2004, there were unamortized loan
fees totaling $36,500

NOTE F - STOCKHOLDERS' EQUITY

On January 5, 2004, the Company agreed to issue 1,265,822 shares of its $0.0001
par value common stock to Stanley Drinkwater in exchange for consulting services
valued at $100,000. As of September 30, 2004, 632,910 shares were issued and the
remainder are recognized in accrued expenses.

On January 9, 2004, the Company agreed to issue 616,438 shares of its $0.0001
par value common stock to Wayne Haley in exchange for consulting services valued
at $45,000. The shares were issued on June 30, 2004.

On January 23, 2004, the Company agreed to issue 1,000,000 shares of its $0.0001
par value common stock to Greg Wilson in exchange for legal services valued at
$63,000. As of September 30, 2004, 500,000 shares were issued and the remainder
is recognized in accrued expenses.

On January 28, 2004, the Company issued 150,000 shares of its $0.0001 par value
common stock to Lisa Connelly in exchange for consulting services valued at
$12,450.

On January 28, 2004, the Company issued 81,505 shares of its $0.0001 par value
common stock to Eric Lindeman in exchange for consulting services valued at
$7,500.

On January 28, 2004, the Company issued 138,843 shares of its $0.0001 par value
common stock to George Denison in exchange for consulting services valued at
$14,000.

On February 2, 2004, the Company cancelled 200,000 shares of its $0.0001 par
value common stock they previously issued to Kraig Washburn due to renegotiation
of contract.


<PAGE>

On February 2, 2004, the Company issued 711,378 shares of its $0.0001 par value
common stock to Mark Muchnik in exchange for consulting services valued at
$54,000.

On March 31, 2004, the Company agreed to issue 85,000 shares of its $0.0001 par
value common stock to Vintage Filings in exchange for edgarization services
valued at $17,000. The shares were issued on April 30, 2004.

On March 31, 2004, the Company issued 616,438 shares of its $0.0001 par value
common stock to Wayne Haley in exchange for consulting services valued at
$45,000.

On March 31, 2004, the Company issued 103,067 shares of its $0.0001 par value
common stock to George Denison in exchange for consulting services valued at
$14,000.

On April 26, 2004, the Company issued 526,315 shares of its $0.0001 par value
common stock to Alexander Nigmatulin in exchange for consulting services valued
at $50,000.

On April 30, 2004, the Company issued 85,000 shares of its $0.0001 par value
common stock to Vintage Filings in exchange for consulting services valued at
$17,000.

On May 5, 2004, the Company issued a total of 772,292 shares of its $0.0001 par
value common stock to George Dennison, Sprague Agency and Stanley Drinkwater in
exchange for consulting services valued at $79,000.

On June 3, 2004, the Company agreed to issue 679,864 shares of its $0.0001 par
value common stock to Greenberg & Lieberman in exchange for legal fees valued at
$105,300. As of September 30, 2004, the shares were unissued and are recognized
in accrued expenses.

On June 4, 2004, the Company issued 56,795 shares of its $0.0001 par value
common stock to Eric Lindeman in exchange for consulting services valued at
$7,500.

On June 14, 2004, the Company issued 500,000 shares of its $0.0001 par value
common stock to Greg Wilson in exchange for legal fees valued at $31,500.

On June 30, 2004, the Company agreed to issue 19,139 shares of its $0.0001 par
value common stock to Sprague Agency in exchange for investigative services
valued at $2,546. On August 27, 2004, the shares issued.

On July 9, 2004 The company issued 625,000 shares of its $0.0001 par value
common stock to Boris Muchnik for scientific consulting services. The shares
were valued at $106,250.

On July 9, 2004 The company issued 209,790 shares of its $0.0001 par value
common stock to Boris Muchnik for the filing of a patent. The shares were valued
at $30,000

On August 6, 2004 the Company issued 97,110 shares of its $0.0001 par value
common stock to George Denison in exchange for consulting services valued at
$14,000.

On August 27 2004, the Company issued 19,139 shares of the Company's $0.0001 par
value common stock to Sprague Agency to provide investigative services valued at
the fair market value of the stock of $2,546.

On August 27 2004, the Company issued 416,666 shares of the Company's $0.0001
par value common stock to Sprague Agency to provide investigative services
valued at the fair market value of the stock of $50,000.

On September 28, 2004, the Company issued 51,563 shares of its $0.0001 par value
common stock to Eric Lindeman in exchange for consulting services valued at
$7,500.

During the three months ended September 30, 2004, the Company reduced deferred
compensation by $81,775.

During the three months ended September 30, 2004, the Company issued 1,419,268
shares of common stock to consultants for services for $215,960 which represents
the fair value of the warrants issued, which did not differ materially from the
value of the services rendered.

<PAGE>

NOTE G - WARRANTS TO PURCHASE COMMON STOCK

The following condensed table summarizes the changes in warrants outstanding and
the related prices for the shares of the Company's common stock issued to
consultants at September 30, 2004.

<TABLE>
<CAPTION>
                              Warrants Outstanding                                 Warrants Exercisable
                              --------------------                                 --------------------
                                          Weighted Average        Weighed                       Weighted
      Exercise            Number       Remaining Contractual      Average         Number        Average
       Prices          Outstanding          Life (Years)       Exercise Price  Exercisable     Remaining
   ---------------     -----------          ------------       --------------  -----------    Contractual
                                                                                              Life (Years)
                                                                                              ------------
<S>        <C>             <C>                   <C>                 <C>          <C>             <C>
           $ .30           200,000               .17                 $ 0.30       200,000         .17
</TABLE>

Transactions involving the Company's warrant issuance are summarized as follows:
<TABLE>
<CAPTION>
                                                          Number of Shares         Weighted Average
                                                                                   Price Per Share
<S>                                                            <C>                   <C>
       Outstanding at December 31, 2003                              0               $      0
          Granted                                              200,000               $   0.30
          Exercised                                                 --                     --
          Canceled or expired                                       --                     --
                                                               -------               --------
       Outstanding at September 30, 2004                       200,000               $   0.30
                                                               =======               ========
</TABLE>

The weighted-average fair value of warrants granted to consultants during the
period ended September 30, 2004 and 2003 and the weighted-average significant
assumptions used to determine those fair values, using a Black-Scholes option
pricing model are as follows:

<TABLE>
<CAPTION>
                                                                   2004                 2003
                                                                   ----                 ----
<S>                                                               <C>                    <C>
           Risk-free interest rate at grant date                       2 %               n/a
           Expected stock price  volatility                           40 %               n/a
           Expected dividend payout                                    0 %                --
           Expected option life-years (a)                         .5 years               n/a
</TABLE>
      (a)The expected option life is based on contractual expiration dates.

The estimated value of the warrants granted to consultants was in lieu of cash
compensation for services performed. The amount of the expense charged to
operations in connection with granting the warrants to consultants was $400 and
$0 during the period ended September 30, 2004 and 2003, respectively.

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

As of September 30, 2004, the Company has authorized options and warrants which
the holders can purchase up to 1,320,000 shares of its $0.0001 par value common
stock., of which 200,000 were issued. The Company plans to issue the remaining
options and warrants valued at $6,000 in the near future.

NOTE H - COMMITMENTS

On March 4, 2002, the Company entered into a Research and License Agreement with
Industrial Mathematics, Ltd. (IIM) in exchange for $325,000. The initial payment
due is $40,000 with nineteen monthly payments of $15,000. The expected term of
the research is 12 - 15 months and if the project is delivered on time and is
successful, then the Company will issue shares of its $0.0001 par value common
stock valued at $100,000 based on the fair market value of the shares. IIM will
receive royalties of 4% of net sales of the products. As of December 31, 2003,
the contract was terminated and the Company has accrued a liability of $200,000
in accounts payable.



<PAGE>

On September 12, 2003, the Company executed a lease agreement for office space
at a rate of $2,800 per month. The lease agreement is from October 1, 2003
through September 30, 2004. The Company is currently in dispute with the
landlord over the terms of the lease agreement. As of September 30, 2004,
disputed amount is $8,400.

On August 25, 2004, the Company entered into a consulting agreement for research
services with Chuck Marshall for a period of two years in exchange for 375,000
shares. The services are valued at $43,000.

On August 26, 2004, the Company executed a lease agreement for office space at a
rate of $1,200 per month. The lease agreement is from September 1, 2004 through
November 30, 2004.

On September 29, 2004, the Company entered into a consulting services agreement
with Mark Muchnik in exchange for 523,635 shares. The services are valued at
$108,000

NOTE I - SUBSEQUENT EVENTS

On October 5, 2004 the company executed a promissory note payable with Long Lane
Capital for $60,000 dollars. The note is payable within 30 days of demand and
carries a 12% per year interest rate. On the default the Holder will have the
right to convert the unpaid principal balance, accrued expense and any related
default costs to Nuclear Solutions common stock as follows: At the option of the
Holder the conversion price will be (a) Fifty (50%) discount of the 20-day
moving average stock price on October 5, 2004 per share, or (b) Fifty (50%)
discount of the lowest closing bid price per share between October 5, 2004 and
the default date. As additional consideration, Nuclear Solutions, Inc. issued
Long Lane Capital a warrant to purchase 500,000 shares of common stock at the
same price as the conversion price for a period of 24 months.

On November 12, 2004, the company extended the term of the license option
agreement with Jackie Brown for three nuclear battery patents until December 31,
2004 in exchange for the payment of $2,825 in legal fees for patent maintenance.

On November 19, 2004, in connection with an investment banking agreement with
J.P. Turner company, we authorized the issuance of 1,000,000 shares of our
restricted common stock. We have valued the stock consideration at $240,000.


<PAGE>

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

Plan of Operation

Introduction

FORWARD-LOOKING STATEMENT NOTICE:

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

Our 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. We are a
development stage 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
commercial product technologies for homeland security and defense,
nanotechnolology applications and nuclear remediation.

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

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

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

OUR TECHNOLOGIES:

SHIELDED NUCLEAR MATERIAL DETECTION/PORTABLE NUCLEAR WEAPON DETECTION

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

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

The company is developing the intellectual property for a highly sensitive,
portable, low cost, and rugged detection device that responds to
minute gravitational anomalies. These unusual disturbances can correspond to the
presence of high-density nuclear materials such as Uranium and Plutonium. Unlike
radiation, the force of gravity cannot be shielded. The company believes that
this technology is a unique novel suitable for the detection of shielded nuclear
weapons. The company is unaware of any other similarly based technology in the
marketplace.
 2

<PAGE>


On October 13, 2004, we filled a patent application for our shielded nuclear
material detection technology with the United States Patent and Trademark office
titled Specific Density Detector.

Our preferred business model calls for a potential licensee to facilitate
funding for commercialization of our technology. However, the company is
actively seeking funding from government agencies. For example the agencies that
are being approached include: Department of Defense, Department of Homeland
Security/HSARPA and Defense Advanced Research Projects Agency (DARPA). In
addition to government funding, management will continue to seek private funding
opportunities to fund development of our shielded nuclear material detection
technology.

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

NUCLEAR MICRO-BATTERIES

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

In November 2003, the Company entered into a licensing option agreement for
three issued U.S. patents for nuclear micro-battery technology (Pat. Nos.
5,087,533; 6,118,204; 6,238,812) with Jackie Brown. The company purchased a
one-year option to exclusively license the technology, with an additional six
month first right of refusal, in exchange for 100,000 shares of our common
stock. When the company chooses to exercise its rights under the agreement, we
will execute a license royalty agreement for 7% of the after tax profits on the
sale or licensure of the technology to be paid to Ms. Brown. Subsequently, we
began efforts to form development partnerships to assist in the development of
and to secure government funding for this technology. We have initiated the
process of forming a teaming arrangement with Lawrence Livermore National
Laboratories to further develop this technology. We anticipate finalizing a
teaming relationship with Lawrence Livermore National Laboratories by the second
quarter of 2005. On November 12, 2004 the company extended it's license option
agreement with Jackie Brown for the nuclear micro-battery technology until
December 31, 2004. We anticipate extending our license option agreement through
the end of 2005.

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


<PAGE>

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

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

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

TRITIATED WATER REMEDIATION PROJECT (TWR) (FORMERLY KNOWN AS GHR)

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

We are currently developing a tritiated water remediation method using a
combination of in-house and external expertise.

On June 16, 2004 the company filed a patent application with the USPTO titled
"Apparatus and Method for Separating Tritiated and Heavy Water from Light
Water".

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

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

We will not disclose the technical details of operation at this time. Doing so
would be considered a public disclosure and preclude our ability to obtain
patent protection on our technology. Furthermore, it is possible that we may
choose not to file a patent application on the technology if it is determined to
be contrary to the security interests of the United States. TWR technology is a
development stage technology. We cannot guarantee that we will either receive
any patents on the technology or that the technology can be successfully
commercialized.

Progress in the development of our technologies has been slower than expected
due to the reorganization of our business strategy and lack of working capital.
We estimate that with working capital of $2,000,000 dollars at least one of our
technologies could be ready for licensing within 18 months.

Risk Factors:

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

We will need to raise additional money to our operations. We intend to use debt,
equity or a combination thereof to fund this project. There is no guarantee that
we will be able to successfully raise the required funds for operations, or that
such funds will be available on terms satisfactory to us. Any inability to raise
additional funds would require that we significantly scale back our planned
operations and would lengthen the period of time required to bring the
technology to the marketplace.


<PAGE>

We have not generated any revenue from operations since our inception, and we
have not been profitable since our inception. Although we believe that we may
recognize revenues during the next twelve months based on expressions of
interest from third parties, there can be no assurances as to when and whether
we will be able to commercialize our products and technologies and realize any
revenues. Our technologies have never been utilized on a 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. Being a development stage company, we are subject to all risks
inherent in the establishment of a developing or new business. Certain nuclear
technologies we are developing may be regulated now or in the future by the
United States Government and may subject to regulatory requirements or export
restrictions. We are also subject to additional regulations concerning nuclear
technologies. Some of the technologies we develop may be subject to the Atomic
Energy Act of 1954.

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

Item 3. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.

Within the 90 days prior to the date of this Quarterly Report for the period
ended September 30, 2004, we carried out an evaluation, under the supervision
and with the participation of our management, including the Company's Chairman
and Chief Executive Officer and the Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Rule 13a-14 of the Securities Exchange Act of 1934 (the
"Exchange Act"), which disclosure controls and procedures are designed to insure
that information required to be disclosed by a company in the reports that it
files under the Exchange Act is recorded, processed, summarized and reported
within required time periods specified by the SEC's rules and forms. Based upon
that evaluation, the Chairman and the Chief Financial Officer concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relating to the Company required to be included in the
Company's period SEC filings.

(b) Changes in Internal Control.

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

PART II-OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

On November 19, 2004, in connection with an investment banking agreement with
J.P. Turner Company, we authorized the issuance of 1,000,000 shares of our
restricted common stock. We have valued the stock consideration at $240,000.

Item 3. Defaults upon Senior Securities.

None.

<PAGE>

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

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

Item 5. Other Information

On October 5, 2004 the company executed a promissory note payable with Long Lane
Capital for $60,000 dollars. The note is payable within 30 days of demand and
carries a 12% per year interest rate. On the default the Holder will have the
right to convert the unpaid principal balance, accrued expense and any related
default costs to Nuclear Solutions common stock as follows: At the option of the
Holder the conversion price will be (a) Fifty (50%) discount of the 20-day
moving average stock price on October 5, 2004 per share, or (b) Fifty (50%)
discount of the lowest closing bid price per share between October 5, 2004 and
the default date. As additional consideration, Nuclear Solutions, Inc. issued
Long Lane Capital a warrant to purchase 500,000 shares of common stock at the
same price as the conversion price for a period of 24 months.

On November 12, 2004, the company extended the term of the license option
agreement with Jackie Brown for three nuclear battery patents until December 31,
2004 in exchange for the payment of $2,825 in legal fees for patent maintenance.


Item 6. Exhibits

     (a)  Exhibits:

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

     (b) Reports on Form 8-K.

     There were no reports on Form 8-K for the first quarter ending September
30, 2004 quarter covered by this report.



                                   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 22, 2004.


                             NUCLEAR SOLUTIONS, INC.




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