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

                                   FORM 10-QSB

(Mark One)

 |_| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
              OF 1934 For the quarterly period ending June 30, 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.)

1825 I Street NW, Suite 400, Washington DC                             20006
-----------------------------------------------------             -----------
(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 June 30, 2004: 31,982,844

     Transitional Small Business Disclosure Format
     (Check One)
     Yes |_|   No|X|

<PAGE>

PART  I. FINANCIAL INFORMATION

Item 1.   Financial Statements.................................
          Independent Accountants Review Letter................
          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......................................................

                            NUCLEAR SOLUTIONS, INC.
                                  FORM 10-QSB

PART I-FINANCIAL INFORMATION

Item 1.  Financial Statements.  (Unaudited)

As prescribed by Item 310 of Regulation S-B, the independent auditor has
reviewed these unaudited interim financial statements of the registrant for the
six months ended June 30, 2004. The financial statements reflect all adjustments
which are, in the opinion of management, necessary to a fair statement of the
results for the interim period presented. The unaudited financial statements of
registrant for the six months ended June 30, 2004 follow.

                             NUCLEAR SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                  BALANCE SHEET
                                      AS OF
                                  JUNE 30, 2004

                                       AND

                            STATEMENTS OF OPERATIONS
                       FOR THE THREE AND SIX MONTHS ENDED
                             JUNE 30, 2004 AND 2003,
                               AND FOR THE PERIOD
                 FEBRUARY 27, 1997 (INCEPTION) TO JUNE 30, 2004

                                       AND

                                   CASH FLOWS
                            FOR THE SIX MONTHS ENDED
                             JUNE 30, 2004 AND 2003,
                               AND FOR THE PERIOD
                 FEBRUARY 27, 1997 (INCEPTION) TO JUNE 30, 2004

<PAGE>

                                TABLE OF CONTENTS

                                                             Page

Independent Accountants' Review Report                         1

Balance Sheet                                                  2

Statements of Operations                                       3

Statements of Cash Flows                                       4

Footnotes


<PAGE>


                             NUCLEAR SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                      NOTES

BECKSTEAD AND WATTS, LLP
CERTIFIED PUBLIC ACCOUNTANTS
                                                         3340 Wynn Road, Suite B
                                                         Las Vegas, NV 89102
                                                         702.257.1984  tel
                                                         702.362.0540 fax

                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT

Board of Directors
Nuclear Solutions, Inc.
(a Development Stage Company)

We have reviewed the accompanying  balance sheet of Nuclear  Solutions,  Inc. (a
Nevada  corporation)  (a development  stage company) as of June 30, 2004 and the
related  statements of operations  for the three and  six-months  ended June 30,
2004 and 2003 and for the period February 27, 1997 (Inception) to June 30, 2004,
and statements of cash flows for the six-months ended June 30, 2004 and 2003 and
for the period February 27, 1997  (Inception) to June 30, 2004.  These financial
statements are the responsibility of the Company's management.

We conducted our reviews in accordance with standards  established by the Public
Company  Accounting  Oversight  Board  (United  States).  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data, and making  inquiries of persons  responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing  standards,  which will be performed
for the full year with the  objective of  expressing  an opinion  regarding  the
financial  statements taken as a whole.  Accordingly,  we do not express such an
opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying  financial  statements referred to above for them to
be in conformity  with generally  accepted  accounting  principles in the United
States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 2 to the  financial
statements, the Company has had limited operations and has not commenced planned
principal  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  2.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.

Beckstead and Watts,  LLP has previously  audited,  in accordance with generally
accepted  auditing  standards  established  by  the  Public  Company  Accounting
Oversight Board (United States), the balance sheet of Nuclear Solutions, Inc. (a
development  stage company) as of December 31, 2003, and the related  statements
of operations, stockholders' equity, and cash flows for the year then ended (not
presented  herein)  and in our report  dated April 16,  2004,  we  expressed  an
unqualified opinion on those financial statements.

/s/ BECKSTEAD AND WATTS, LLP

August 23, 2004


                                       1
<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                          (a Development Stage Company)
                                 Balance Sheets
                                   (unaudited)

                                                                     June 30,
                                                                      2004
                                                                  -----------
ASSETS
Current assets:
    Cash and equivalents                                          $        --
                                                                  -----------
      Total current assets                                                 --
                                                                  -----------

Fixed assets, net                                                      18,311
                                                                  -----------
                                                                  $    18,311
                                                                  ===========
LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
    Checks issued in excess of cash                               $        10
    Accounts payable                                                  259,801
    Accrued expenses                                                  569,414
    Accrued executive compensation - related party                    888,249
    Convertible debt - related party                                1,032,635
    Accrued interest - related party                                   58,032
                                                                  -----------
      Total current liabilities                                     2,808,141
                                                                  -----------

Stockholder's (deficit):

    Preferred stock, $0.0001 par value, 10,000,000 shares
      authorized, no shares issued and outstanding                         --
    Common stock, $0.0001 par value, 100,000,000 shares
      authorized, 31,982,844 shares issued and oputstanding             3,198
    Additional paid-in capital                                      3,598,403
    Deferred compensation                                            (307,012)
    Unamortized loan fees - related party                             (73,000)
    (Deficit) accumulated during development stage                 (6,011,419)
                                                                  -----------
                                                                   (2,789,830)
                                                                  -----------
                                                                  $    18,311
                                                                  ===========

    The accompanying notes are an integral part of these financial statements

                                       2
<PAGE>

<TABLE>
<CAPTION>
                             NUCLEAR SOLUTIONS, INC.
                          (a Development Stage Company)
                            Statements of Operations
                                   (unaudited)

                                                   Three Months Ending               Six Months Ending
                                                         June 30,                         June 30,           February 27, 1997
                                               ----------------------------    ----------------------------   (Inception) to
                                                   2004             2003           2004            2003        June 30, 2004
                                               ------------    ------------    ------------    ------------    ------------
<S>                                            <C>             <C>             <C>             <C>             <C>
Revenue                                        $         --    $         --    $         --    $         --    $         --
                                               ------------    ------------    ------------    ------------    ------------

Expenses:
   Depreciation and amortization                      1,263           5,339           2,522          10,298          99,610
   Consulting fees                                  231,825         251,814         442,800         485,279       2,896,246
   Legal fees                                        15,750          15,770          21,000          19,937         181,514
   Executive compensation - related party            67,500         144,003         135,000         316,075       2,001,691
   General and administrative expenses               10,425          40,829          21,197          89,101         524,529
   Impairment of acquired technology                     --              --              --              --          82,650
                                               ------------    ------------    ------------    ------------    ------------
    Total expenses                                  326,763         457,755         622,519         920,690       5,786,240
                                               ------------    ------------    ------------    ------------    ------------

Other (expense):
   Interest (expense) - related party               (25,316)        (13,138)        (51,642)        (26,275)       (137,183)
   Financing (expense) - related party              (36,500)             --         (73,000)             --         (73,000)
   (Loss) due to write down of fixed assets              --              --              --              --         (14,996)
                                               ------------    ------------    ------------    ------------    ------------
    Total other (expense)                           (61,816)        (13,138)       (124,642)        (26,275)       (225,179)
                                               ------------    ------------    ------------    ------------    ------------

Net (loss)                                     $   (388,579)   $   (470,893)   $   (747,161)   $   (946,965)   $ (6,011,419)
                                               ============    ============    ============    ============    ============
Weighted average number of
   common shares outstanding
    - basic and fully diluted                    31,043,364      22,774,129      30,042,249      22,632,477
                                               ============    ============    ============    ============

Net (loss) per share - basic & fully diluted   $      (0.01)   $      (0.02)   $      (0.02)   $      (0.04)
                                               ============    ============    ============    ============

</TABLE>

    The accompanying notes are an integral part of these financial statements

                                       3
<PAGE>

<TABLE>
<CAPTION>

                             NUCLEAR SOLUTIONS, INC.
                          (a Development Stage Company)
                            Statements of Cash Flows
                                   (unaudited)

                                                                    Six Months Ending
                                                                         June 30,          February 27, 1997
                                                                --------------------------  (Inception) to
                                                                   2004           2003       June 30, 2004
                                                                -----------    -----------    -----------
<S>                                                             <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)                                                      $  (747,161)   $  (946,965)   $(6,011,419)
Adjustments to reconcile net (loss) to
    net cash provided (used) by operating activities:
      Depreciation and amortization                                   2,522         10,298         99,610
      Shares issued for stock based expenses                        654,716        926,396      3,366,354
      Loss due to write down of fixed assets                             --             --         14,996
      Impairment of acquired technology                                  --             --         82,650
Changes in operating assets and liabilities:
      (Decrease) in unamortized loan fees                           (73,000)            --        (73,000)
      (Increase) decrease in deferred compensation                 (421,846)            --       (307,012)
      Decrease in security deposit                                      535             --             --
      Decrease in prepaid consulting services                            --         17,500             --
      Increase in accounts payable                                   11,595        (22,011)       259,801
      Increase in accrued expenses                                  386,043        (77,606)       569,414
      Increase in accrued executive compensation                    135,000       (184,081)       888,249
      Increase (decrease) in accrued interest - related party       (27,993)        26,275         58,032
                                                                -----------    -----------    -----------
Net cash provided (used) by operating activities                    (79,589)      (250,194)    (1,052,325)
                                                                -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of fixed assets                                            (82)       (11,371)       (44,120)
                                                                -----------    -----------    -----------
Net cash (used) by investing activities                                 (82)       (11,371)       (44,120)
                                                                -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Increase in checks issued in excess of cash                          10             --             10
    Proceeds from convertible debt                                   79,635        286,000      1,035,135
    Payments for convertible debt - related party                        --         (1,500)        (2,500)
    Issuance of common stock                                             --             --         43,700
    Donated capital                                                      --             --         20,100
                                                                -----------    -----------    -----------
Net cash provided by financing activities                            79,645        284,500      1,096,445
                                                                -----------    -----------    -----------

Net increase in cash                                                    (26)        22,935             --
Cash - beginning                                                         26         15,410             --
                                                                -----------    -----------    -----------
Cash - ending                                                   $        --    $    38,345    $        --
                                                                ===========    ===========    ===========

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

Non-cash investing and financing activities:
    Unamortized loan fees                                       $   146,000    $        --    $   146,000
                                                                ===========    ===========    ===========
    Debt restructuring                                          $   973,135    $        --    $   973,135
                                                                ===========    ===========    ===========
</TABLE>

    The accompanying notes are an integral part of these financial statements
                                       4
<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                      NOTES

NOTE 1 - BASIS OF PRESENTATION

The interim financial  statements included herein,  presented in accordance with
United States generally accepted accounting principles and stated in US dollars,
have been  prepared by the  Company,  without  audit,  pursuant to the rules and
regulations of the Securities and Exchange  Commission.  Certain information and
footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted  pursuant to such rules and  regulations,  although the Company believes
that  the  disclosures  are  adequate  to make  the  information  presented  not
misleading.

These  statements  reflect  all  adjustments,  consisting  of  normal  recurring
adjustments,  which,  in the  opinion  of  management,  are  necessary  for fair
presentation of the information  contained  therein.  It is suggested that these
interim  financial   statements  be  read  in  conjunction  with  the  financial
statements  of the  Company  for the period  ended  December  31, 2003 and notes
thereto  included in the  Company's  Form 10-KSB.  The Company  follows the same
accounting policies in the preparation of interim reports.

Results of  operations  for the  interim  periods are not  indicative  of annual
results.

NOTE 2 - GOING CONCERN

These  financial  statements  have been  prepared in accordance  with  generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and the satisfaction of liabilities and commitments in
the  normal  course  of  business.  As at June 30,  2004,  the  Company  has not
recognized revenue to date and has accumulated operating losses of approximately
($6,011,419)  since  inception and as of June 30, 2004,  the  Company's  current
liabilities  exceeded its current assets. The Company's ability to continue as a
going  concern  is  contingent  upon the  successful  completion  of  additional
financing  arrangements  and its  ability to  achieve  and  maintain  profitable
operations.  Management  plans to raise equity  capital to finance the operating
and capital requirements of the Company. Amounts raised will be used for further
development of the Company's  products,  to provide  financing for marketing and
promotion,  to secure additional  property and equipment,  and for other working
capital purposes. While the Company is expending its best efforts to achieve the
above plans,  there is no assurance  that any such activity will generate  funds
that will be available for operations.

NOTE 3 - FIXED ASSETS

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

Office equipment                                     $ 16,327
Computer equipment & software                           7,173
Furniture & fixtures                                    2,450
Less: Accumulated depreciation                         (7,639)
                                                     --------
                                                     $ 18,311

The Company  purchased  fixed  assets in the amount of $82 during the six months
ended June 30,  2004.  Depreciation  expense  totaled  $2,522 for the six months
ended June 30, 2004.

NOTE 4 - ACCRUED EXPENSES

As of December 31, 2003, the Company had a total of $109,861 in accrued expenses
due to the officers, directors and employees of the Company for various expenses
paid for on behalf of the  Company.  During the six month  period ended June 30,
2004, the Company received a total of $13,052 from individuals who are officers,
directors and shareholders of the Company for accrued  expenses.  During the six
months  ended June 30,  2004,  the Company  made no  payments  to its  officers,
directors and employees. As of June 30, 2004, the total amount owed is $122,913.


                                       5
<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                      NOTES

On January 20, 2003, the Company entered into an agreement with four individuals
to design a website for the Company.  The  individuals are to receive a total of
12,000  shares of the  Company's  $0.0001 par value common stock in exchange for
services valued at $4,500.  As of June 30, 2004, the shares have not been issued
and the entire amount is considered an accrued expense.

On  January  24,  2003,  the  Company  entered  into an  agreement  with 62 Blue
Productions,  LLC to  provide  marketing  in  exchange  for 2,000  shares of the
Company's  $0.0001 par value common  stock in exchange  for  services  valued at
$1,180.  As of June 30,  2004,  the shares  have not been  issued and the entire
amount is considered an accrued expense.

On February 11, 2003,  the Company  entered into a six month contract with Bentz
Communications  to provide  marketing  services in exchange for 16,800 shares of
the Company's  $0.0001 par value common stock valued at the fair market value of
the services of $6,300. As of June 30, 2004, the shares have not been issued and
the entire amount is considered an accrued expense.

On October 8, 2003,  the Company agreed to issue to Eric Lindeman for consulting
services in exchange for 81,505 shares of the Company's $0.0001 par value common
stock valued at the fair market value of the services of $7,500.
 The shares have been issued on January 28, 2004 and accrued expenses  decreased
$7,500.

On November 12, 2003, the Company entered into a licensing option agreement with
Jackie  Brown for a period of one year in  exchange  for  100,000  shares of the
Company's  $0.0001 par value common stock valued at the fair market value of the
contract of $8,300.

On December 5, 2003,  the Company  agreed to issue to Alexander  Nigmatulin  for
consulting  services in exchange for 1,052,631  shares of the Company's  $0.0001
par value  common  stock  valued at the fair  market  value of the  services  of
$100,000.  As of June 30,  2004,  the shares have not been issued and the entire
amount is considered an accrued expense. As of June 30, 2004, the 526,315 shares
have been issued and reduced the accrued expense by $50,000. The current balance
owed is 526,316 shares valued at $50,000.

On  December  30,  2003,  the  Company  agreed  to  issue to Lisa  Connelly  for
consulting  services in exchange for 150,000 shares of the Company's $0.0001 par
value  common  stock valued at the fair market value of the services of $12,450.
The shares have been issued on January 28, 2004 and accrued  expenses  decreased
$12,450.

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.  As of June 30, 2004,  the 632,910 shares have been issued and reduced
the accrued  expense by  $50,000.  The current  balance  owed is 632,912  shares
valued at $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 June 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.  The  current  balance  owed is 500,000  shares  valued at
$31,500.


                                       6
<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                      NOTES

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
have been issued on May 5, 2004 and accrued expenses decreased $14,000.

On June 30,  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 have been 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. As of June 30,
2004,  the shares have not been issued and the entire  amount is  considered  an
accrued expense.

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 June 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.

As of June 30, 2004, the Company has  authorized a total of 4,736,141  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 $440,101 to the above  individuals and
entities in the near future.

On November 7, 2003, the Company  authorized the issuance of options to purchase
a total of 1,000,000  shares of the Company's  $0.0001 par value common stock at
$0.132 per share  exercisable over one year to Jack Young. The fair value of the
options has been  estimated  on the date the board  authorized  the  transaction
using the Black-Scholes option pricing model. The weighted average fair value of
these options was $0.006.  The following  assumptions were used in computing the
fair value of these option grants:  weighted average risk-free  interest rate of
6%, zero dividend yield,  volatility of the Company's common stock of 14% and an
expected life of the options of one year.

During the year ended December 31, 2003, the Company agreed to value the options
to purchase a total of 120,000 shares of the Company's  $0.0001 par value common
stock at $1 per share exercisable over one year to the Company's Executive Board
of  Advisors.  The fair value of the options has been  estimated on the date the
board authorized the transaction using the  Black-Scholes  option pricing model.
The  weighted  average  fair  value  of  these  options  was $0.  The  following
assumptions  were  used in  computing  the fair  value of these  option  grants:
weighted average risk-free interest rate of 6%, zero dividend yield,  volatility
of the Company's common stock of 173% and an expected life of the options of one
year.

On June 30, 2004,  the Company  agreed to the issuance of warrants 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 one year 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.  The  following
assumptions  were  used in  computing  the fair  value of these  option  grants:
weighted average risk-free interest rate of 6%, zero dividend yield,  volatility
of the  Company's  common  stock of 12% and an  expected  life of the options of
three years.


                                       7
<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                      NOTES

As of June 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 5 - 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 June 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 June 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 six month period ended June 30, 2004, the wages expensed was $75,000 and the
amount  paid in cash  was $0.  As of June  30,  2004,  the  balance  of  accrued
executive  compensation was $371,250 and at Mr. Herda's  discretion will be paid
back either in cash or common stock at a price of $1 per share.

The Company  hired John Dempsey as the  president  whereby the Company is to pay
Mr. Dempsey an annual base salary of $120,000. During the six month period ended
June 30,  2004,  the wages  expensed was $60,000 and the amount paid in cash was
$0. As of June 30, 2004,  the amount  accrued was $216,632 and at Mr.  Dempsey's
discretion will be paid back either in cash or common stock at a price of $1 per
share.

NOTE 6 - CONVERTIBLE DEBT - RELATED PARTY

On January 2, 2002, the Company  executed a promissory note with DMB Enterprises
(DMB) whereby DMB loaned $275,000.  The note will accrue an interest rate of 10%
per annum and will begin  accruing  interest on April 1, 2002.  This note is due
upon demand and may be paid back in cash or common stock at a price of $0.75 per
share.

On May 1, 2002,  the Company  executed a  promissory  note with DMB  Enterprises
(DMB) whereby DMB loaned $100,000.  The note will accrue an interest rate of 10%
per annum and will begin accruing interest on May 1, 2002. This note is due upon
demand  and may be paid  back in cash or  common  stock at a price of $1.00  per
share.

On August 19, 2002, the Company  executed a promissory note with DMB Enterprises
(DMB) whereby DMB loaned  $10,000.  The note will accrue an interest rate of 10%
per annum and will begin  accruing  interest on September 1, 2002.  This note is
due upon demand and may be paid back in cash or common stock at a price of $1.00
per share.

On  September  30,  2002,  the  Company  executed  a  promissory  note  with DMB
Enterprises (DMB) whereby DMB loaned $100,000.  The note will accrue an interest
rate of 10% per annum and will begin accruing  interest on October 1, 2002. This
note is due upon demand and may be paid back in cash or common  stock at a price
of $1.00 per share.


                                       8
<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                      NOTES

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.  During the three months ended
June 30, 2004, the Company had interest expense totaling $48,657.

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 June 30,  2004,  the  shares  have not been  issued  and the total  amount is
considered  accrued  expenses.  During the six months ended June 30,  2004,  the
Company had  financing  expenses of $73,000 and as of June 30, 2004,  there were
unamortized loan fees totaling $73,000.

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 June 30, 2004, the amount due is $4,000 in principal and $1,200 in
accrued interest.

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 June 30,  2004,  the amount due is $15,000 in  principal,  and
$3,875 in accrued interest.

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.

On July 7, 2002, the Company executed a promissory note with Patrick Herda, vice
president of business  development,  in the amount of $5,000.  The note bears an
interest  rate of 10% per annum and is due upon  demand.  At the  request of Mr.
Herda,  any unpaid  balance of  principal  and interest due will be converted in
common stock at a rate of $1 per share. On July 11, 2002, the Company executed a
promissory note with Patrick Herda, vice president of business  development,  in
the amount of $18,000.  The note bears an interest  rate of 10% per annum and is
due upon demand.  At the request of Mr. Herda,  any unpaid  balance of principal
and interest due will be converted in common stock at a rate of $1 per share. As
of June 30, 2004, the amount due is $20,500 in principal,  and $4,300 in accrued
interest.

As of June 30, 2004, the total amount due is $1,032,635 in principal and $58,032
in accrued interest.


                                       9
<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                      NOTES

NOTE 7 - LINE OF CREDIT

On  October  16,  2002,  the  Company  executed  note  payable  / line of credit
agreement  with an individual  for $650,000.  The repayment  will begin upon the
first  revenue  positive  year of  operation  and the payback  will be 1% of the
profit derived from the operations for a period of five years.  If the Company's
profits are less than the amount of the loan, the amount is due upon demand.  If
the Company does not utilize the entire $650,000,  then the fifth year's payment
will be  prorated.  On January 8, 2004,  the line of credit was  terminated  and
consolidated  pursuant to the debt restructuring with Denise Barbato. As of June
30, 2004, the balance was zero.

NOTE 8 - 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 June 30,  2004,  the shares  were  unissued  and 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 June 30, 2004,  the shares were  unissued and are  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.

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.  As of June 30,  2004,  the  shares  were  unissued  and are
recognized in accrued expenses.

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.

During the three  months  ended March 31,  2004,  the Company  reduced  deferred
compensation by $155,065.

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.


                                       10
<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                      NOTES

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 June 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.  As of June 30,  2004,  the  shares  were  unissued  and are
recognized in accrued expenses.

During the three  months  ended June 30,  2004,  the  Company  reduced  deferred
compensation by $188,100.

As of June 30, 2004,  there have been no other  issuances  of  preferred  and/or
common stock.

NOTE 9 - STOCK OPTIONS AND WARRANTS

As of June 30, 2004,  there were no warrants or options  outstanding  to acquire
any additional shares of common stock.

NOTE 10 - 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.

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.  During the three months ended
June 30, 2004, the Company accrued a total of $8,400 as accounts  payable and as
of June 30, 2004, the balance is $14,000.

NOTE 11 - SUBSEQUENT EVENTS

On July 9,  2004,  The  Company  issued  834,790  shares to Boris  Muchnik,  the
company's chief technical  consultant.  Of the shares issued,  625,000 represent
one quarter of the shares owed to him under the terms of the consulting contract
dated July 17, 2003,  as payment for services in the second year.  The remaining
209,790  shares  were  issued to  Muchnik  for filing a patent  application  for
Tritiated Water Remediation on June 16, 2004.


                                       11
<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 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, and in some cases not possible at all, when
the radiation emitted from these materials is effectively shielded.

The company is working on funding prototype construction of a highly sensitive,
portable, low cost, and rugged detection device that responds to
minute gravitational gradient 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 new concept suitable for the
detection of shielded nuclear weapons. The company is unaware of any other
similarly based technology in the marketplace.


                                       12
<PAGE>

We originally planned to submit a proposal for funding to the newly formed
Homeland Security Advanced Research Projects Agency (HSARPA) in response to
their solicitation titled "Detection Systems for Radiological and Nuclear
Countermeasure" (DSRNC BAA04-02) by June 30, 2004. We have decided to delay
submission of a proposal until a patent application for our technology is filed
with the United States Patent and Trademark Office (USPTO). This is being done
so that we can fully disclose the operational basis for the technology in the
proposal while obtaining the intellectual property protection that is afforded
by a pending patent application. We anticipate filing a new patent application
for our shielded nuclear material detection technology within 30 days of the
filing of this report. The HSARPA solicitation DSRNC BAA04-02 will reopen for
round II submissions on September 1, 2004. Management will continue to seek both
private and government 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 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.

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 third
quarter of 2004.

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.


                                       13
<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. During 2003, we performed a
patentability search on this new TWR method. Our Patent law firm has concluded
that our method appears to have patentable novelty. We are currently drafting a
U.S. Patent application and expect to obtain "Patent Pending" status by the end
of 2004.

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

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

Our process is currently a proprietary trade secret owned by Nuclear Solutions,
and being developed for us under contract by Boris Muchnik. Since we anticipate
filing for patent protection by the end of 2004, 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.

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"
serial number 10/710071.

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.


                                       14
<PAGE>

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.

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 June 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 May 17, 2004, we entered into a settlement agreement with Adrian
Joseph, a former company officer, concerning all of his accrued executive
compensation. We agreed to issue him 150,000 common shares under this agreement.
We have not issued the shares. The transaction has been valued at $157,000. We
relied on the securities transaction exemption available under Section 4(2) of
the Securities Act of 1933, as amended.


                                       15
<PAGE>

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 first quarter of the fiscal
year covered by this report.

Item 5.  Other Information

On May 17, 2004, The company entered into a settlement agreement with Adrian
Joseph, a former director and officer of the company. Under the terms of the
agreement, the parties will mutually release each other from prior financial and
legal obligations, including but not limited to the discharge of $157,000
dollars in accrued executive compensation. The company shall issue 150,000
shares of its common stock to Joseph. Joseph will be required to assist and
support the company in any present and future disputes, arising out of certain
licensing and research agreements concerning a discontinued research project.
Furthermore, Joseph shall assign voting proxy to all shares owned by him to the
company for a period of three years.

On July 9, 2004, The company issued 834,790 shares to Boris Muchnik, the
company's chief technical consultant. Of the shares issued, 625,000 represent
one quarter of the shares owed to him under the terms of the consulting contract
dated July 17, 2003 (which was filed as exhibit in our most recent annual
report), as payment for services in the second year. The remaining 209,790
shares were issued to Muchnik for filing a patent application for Tritiated
Water Remediation on June 16, 2004.

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 June 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: August 23, 2004.

                             NUCLEAR SOLUTIONS, INC.

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

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