U.S.
        Securities and Exchange Commission
 Washington,
        D.C. 20549
 
 FORM
        10-Q
 (Mark
        One)
 
 x
              QUARTERLY
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF 1934
                  for the quarterly period ending September 30, 2008o
              TRANSITION
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934
 For
        the
        transition period from _____to_____
  Commission
        file number 000-31959
 
 NUCLEAR
        SOLUTIONS, INC.
 
 (Name
        of
        Small Business Issuer in its Charter)
 
 NEVADA
              
              88-0433815(State
                  of Incorporation)
              
              (IRS
                  Employer identification No.)
 
 5505
        Connecticut Ave NW, Suite 191 Washington, DC 20015
  (Address
        of principal executive
        offices)           (Zip
        Code)
 
 Issuer's
        telephone number, (202) 787-1951
 
 Indicate
        by check mark whether the registrant (1) filed all reports required to be
        filed
        by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
        for
        such shorter period that the registrant was required to file such reports),
        and
        (2) has been subject to such filing requirements for the past 90 days. Yes x No o
 
 Indicate
        by check mark whether the registrant is a large accelerated filer, an
        accelerated filer, or a non-accelerated filer. See definitions of “accelerated
        filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check
        one):
  Large
        accelerated filer o ,Accelerated
        filer o ,Non-accelerated
        filer o ,Smaller
        reporting company x
 
 Indicate
        by check mark whether the registrant is a shell company (as defined by Rule
        12b-2 of the Exchange Act). Yes o No x
 
 APPLICABLE
        ON TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE
        YEARS
 
 Indicate
        by check mark whether the registrant (1) filed all reports required to be
        filed
        by Section 13 or 15(d) of the Exchange Act subsequent to the distribution
        of
        securities under a plan confirmed by the court. Yes o No o
 
 APPLICABLE
        ONLY TO CORPORATE ISSUERS:
  Indicate
        the number of shares outstanding of each of the issuer's classes of common
        stock, as of the latest practicable date. As of November
        17, 2008 we had 97,490,981shares of common stock issued and outstanding.
 
  Contents
              Page
                  No.Part
                  I - Financial Information
              3Item
                  1.
              Financial
                  Statements
              3Item
                  2.
              Management’s
                  Discussion and Analysis of Financial Condition and Results of
                  Operations
              14Item
                  3.
              Quantitative
                  and Qualitative Disclosures About Market Risk
              16Item
                  4.
              Controls
                  and Procedures
              16Part
                  II - Other Information
              17Item
                  1.
              Legal
                  Proceedings
              17Item
                  1A.
              Risk
                  Factors
              17Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              18Item
                  3.
              Defaults
                  Upon Senior Securities
              18Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              18Item
                  5.
              Other
                  Information
              18Item
                  6.
              Exhibits
              18Signatures
              19
   
 
 PART
        I-FINANCIAL INFORMATION
 **Item
        1.**  **Financial
        Statements**




NUCLEAR
                  SOLUTIONS ,INCAND
                  SUBSIDIARIESCONDENSED
                  CONSOLIDATED BALANCE SHEETS
  September
                  30,
              
              December
                  31,2008
              
              2007(unaudited)ASSETSCurrent
                  assets:Cash
              
              $
              321,152
              
              $
              192,981Prepaid
                  expenses
              
              
              12,900
              
              
              112,900Total
                  current assets
              
              
              334,052
              
              
              305,881Property
                  and equipment, net of accumulated depreciationof
                  $30,772 and $28,019 as of September 30 2008 and December 31, 2007
                  respectively
              
              
              4,872
              
              
              7,625Other
                  assets
              
              
              81,300
              
              
              1,800Total
                  assets
              
              $
              420,224
              
              $
              315,306LIABILITIES
                  AND DEFICIENCY IN STOCKHOLDERS' EQUITYCurrent
                  liabilities:Accounts
                  payable and accrued expenses
              
              $
              4,630,279
              
              $
              3,938,962Accrued
                  executive compensation
              
              
              715,021
              
              
              995,112Advance
                  payments received
              
              
              188,209
              
              
              -Convertible
                  notes payable - related parties, net of discount of $3,682and
                  $5,115, as of September 30, 2008 and December 31, 2007 respectively
              
              
              17,762
              
              
              45,885Convertible
                  notes payable - other, net of discount of $0 andand
                  $233,168, as of September 30, 2008 and December 21, 2007 respectively
              
              
              39,000
              
              
              498,055Total
                  current liabilities
              
              
              5,590,271
              
              
              5,478,014Derivative
                  liability (Note 4)
              
              
              22,843
              
              
              13,311Total
                  liabilities
              
              
              5,613,114
              
              
              5,491,325Commitments
                  and contingenciesDeficiency
                  in stockholders' equityPreferred
                  stock, $0.0001 par value; 10,000,000 sharesauthorized,
                  no shares issued and outstanding
              
              
              -
              
              
              -Common
                  stock, $0.0001 par value; 100,000,000shares
                  authorized, 96,715,981 and 73,734,095 issued andoutstanding,
                  as of September 30,2008 and December 31,2007 respectively
              
              
              9,672
              
              
              7,374Additional
                  paid-in capital
              
              
              19,862,821
              
              
              16,802,581Deferred
                  equity based expense
              
              
              (788,329
              )
              
              (1,058,503
              )Accumulated
                  deficit
              
              
              (24,277,054
              )
              
              (20,927,471
              )Total
                  deficiency in stockholders' equity
              
              
              (5,192,890
              )
              
              (5,176,019
              )Total
                  liabilities and deficiency in stockholders' equity
              
              $
              420,224
              
              $
              315,306
  The
                  accompanying notes are an integral part of the unaudited condensed
                  consolidated financial statements.
 3
  NUCLEAR
                  SOLUTIONS, INC.AND
                  SUBSIDIARIESCONDENSED
                  CONSOLIDATED STATEMENTS OF LOSSES(unaudited)For
                  the Three Months Ended September 30,
              
              For
                  the Nine Months Ended September 30,2008
              
              2007
              
              2008
              
              2007Revenue
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              100,000Executive
                  compensation
              
              
              171,562
              
              
              13,750
              
              
              409,479
              
              
              41,250Consulting
              
              
              958,115
              
              
              472,053
              
              
              2,169,162
              
              
              1,959,115Legal
                  and professional fees
              
              
              61,404
              
              
              305,812
              
              
              478,204
              
              
              724,256General
                  and administrative expenses
              
              
              173,529
              
              
              35,282
              
              
              282,573
              
              
              116,179Depreciation
                  and amortization
              
              
              667
              
              
              1,625
              
              
              2,753
              
              
              4,949Payments
                  received pursuant to collaborative arrangement
              
              
              (436,791
              )
              
              -
              
              
              (436,791
              )
              
              -928,486
              
              
              828,522
              
              
              2,905,380
              
              
              2,845,749Loss
                  from operations
              
              
              (928,486
              )
              
              (828,522
              )
              
              (2,905,380
              )
              
              (2,745,749
              )Other
                  Income(expenses)Interest
                  expense
              
              
              (16,638
              )
              
              (296,489
              )
              
              (454,617
              )
              
              (497,425
              )Change
                  in fair value of derivative liability
              
              
              16,978
              
              
              (9,249
              )
              
              10,414
              
              
              (81,869
              )Loss
                  before provision for income taxes
              
              
              (928,146
              )
              
              (1,134,260
              )
              
              (3,349,583
              )
              
              (3,325,043
              )Provision
                  for income taxes
              
              
              -
              
              
              -Net
                  loss
              
              $
              (928,146
              )
              $
              (1,134,260
              )
              $
              (3,349,583
              )
              $
              (3,325,043
              )Basic
                  and diluted loss per share
              
              $
              (0.01
              )
              $
              (0.02
              )
              $
              (0.04
              )
              $
              (0.06
              )Weighted
                  average number of common sharesoutstanding,
                  basic and diluted
              
              
              94,598,590
              
              
              62,014,227
              
              
              87,638,339
              
              
              58,688,169
  The
                  accompanying notes are an integral part of the unaudited condensed
                  consolidated financial statements.
 4
  NUCLEAR
                  SOLUTIONS, INCAND
                  SUBSIDIARIESCONDENSED
                  CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS'
                  EQUITYFOR
                  THE PERIOD JANUARY 1, 2008 TO SEPTEMBER 30, 2008(unaudited)Common
                  Stock
              
              Additional
                  Paid-In
              
              Deferred
                    Equity
                  Based
              
              Accumulated
              
              Total
                      Deficiency
                    in
                      Stockholders'Shares
              
              Amount
              
              Capital
              
              Expense
              
              Deficit
              
              EquityBalance
                  January 1, 2008
              
              
              73,734,095
              
              $
              7,374
              
              $
              16,802,581
              
              $
              (1,058,503
              )
              $
              (20,927,471
              )
              $
              (5,176,019
              )Shares
                  issued for services
              
              
              4,545,440
              
              
              454
              
              
              794,235
              
              
              -
              
              
              -
              
              
              794,689Shares
                  issued for accrued expenses
              
              
              1,299,446
              
              
              130
              
              
              535,870
              
              
              -
              
              
              -
              
              
              536,000Shares
                  issued for payment of debt and Interest
              
              
              16,271,524
              
              
              1,627
              
              
              1,467,168
              
              
              -
              
              
              -
              
              
              1,468,795Shares
                  issued for cash
              
              
              865,476
              
              
              87
              
              
              74,913
              
              
              -
              
              
              -
              
              
              75,000Beneficial
                  conversion feature
              
              
              -
              
              
              -
              
              
              185,000
              
              
              -
              
              
              -
              
              
              185,000Reclassify
                  derivative liability
              
              
              -
              
              
              -
              
              
              3,054
              
              
              -
              
              
              -
              
              
              3,054Cash
                  received in excess of stock issued
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Deferred
                  compensation
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,319,378
              )
              
              -
              
              
              (1,319,378
              )Amortization
                  of deferred compensation
              
              
              -
              
              
              -
              
              
              -
              
              
              1,589,552
              
              
              -
              
              
              1,589,552Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (3,349,583
              )
              
              (3,349,583
              )Balance
                  September 30, 2008
              
              
              96,715,981
              
              $
              9,672
              
              $
              19,862,821
              
              $
              (788,329
              )
              $
              (24,277,054
              )
              $
              (5,192,890
              )
  The
                  accompanying notes are an integral part of the unaudited condensed
                  consolidated financial statements.
 5
  NUCLEAR
                    SOLUTIONS ,INCAND
                    SUBSIDIARYCONDENSED
                    CONSOLIDATED STATEMENT OF CASH FLOWS(unaudited)For
                    The Nine Months Ended September 30,2008
                
                2007CASH
                    FLOWS FROM OPERATING ACTIVITIES:Net
                    loss
                
                $
                (3,349,583
                )
                $
                (3,325,043
                )Adjustments
                    to reconcile net loss to net cashused
                    in operating activities:Depreciation
                    and amortization
                
                
                2,753
                
                
                4,950Amortization
                    of debt discount - beneficial conversion feature of convertible
                    note and
                    warrants
                
                
                442,601
                
                
                423,753Change
                    in fair value of derivative liability
                
                
                (10,414
                )
                
                81,869Stock
                    and warrants issued for services
                
                
                2,403,580
                
                
                3,454,160Changes
                    in operating assets and liabilities:Accounts
                    receivable
                
                
                -
                
                
                -Prepaid
                    Expenses
                
                
                100,000
                
                
                (105,800
                )Other
                    Assets
                
                
                (79,500
                )
                
                7,500Accounts
                    payable and accrued expenses
                
                
                (81,031
                )
                
                (1,044,685
                )Accrued
                    executive compensation
                
                
                243,556
                
                
                (38,280
                )Advance
                    payments received
                
                
                188,209
                
                
                -Net
                    cash used in operating activities
                
                
                (139,829
                )
                
                (541,576
                )CASH
                    FLOWS FROM INVESTING ACTIVITIES:
                
                
                -
                
                
                -CASH
                    FLOWS FROM FINANCING ACTIVITIES:Proceeds
                    from issuance of debt
                
                
                208,000
                
                
                511,980Proceeds
                    from issuance of common stock
                
                
                75,000
                
                
                -Payments
                    on Loans
                
                
                (15,000
                )
                
                -Net
                    cash provided by financing activities
                
                
                268,000
                
                
                511,980Net
                    increase in cash
                
                
                128,171
                
                
                (29,596
                )Cash,
                    beginning of period
                
                
                192,981
                
                
                31,451Cash,
                    end of period
                
                $
                321,152
                
                $
                1,855Supplemental
                    disclosures:Cash
                    paid for:Non-cash
                    investing and financial activities:Amortization
                      of debt discount - beneficial conversion feature of convertible
                      note and
                      warrants
                
                $
                442,601
                
                $
                423,753Payment
                    of debt and interest with common stock
                
                $
                925,808
                
                $
                609,895Beneficial
                    conversion discount
                
                $
                208,000
                
                $
                511,980Payment
                    of accrued expenses with common stock
                
                $
                1,078,987
                
                $
                1,334,306
  The
                    accompanying notes are an integral part of the unaudited condensed
                    consolidated financial statements.


6




**NUCLEAR
        SOLUTIONS, INC.**
 **AND
        SUBSIDIARIES**
 
 **NOTES
        TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
 SEPTEMBER
        30, 2008
 (Unaudited)
  **NOTE
        1 - ORGANIZATION AND NATURE OF OPERATIONS**
  Nuclear
        Solutions, Inc. ("the "Company") was organized February 27, 1997 under the
        laws
        of the State of Nevada, as Stock Watch Man, Inc. On September 12, 2001, the
        Company amended its articles of incorporation to change its name to Nuclear
        Solutions, Inc.
  On
        September 2, 2005 the Company formed a wholly owned subsidiary, Fuel Frontiers
        Inc.(“FFI”), formally, Future Fuels, Inc., which has had minimal operations
        through June 30, 2008.
  On
        July
        31, 2006 the company formed a wholly owned subsidiary, Liquidyne Fuels, which
        has had no activity through September 30, 2008.
  The
        unaudited condensed consolidated financial statements include the accounts
        of
        the Company and its subsidiaries. All significant intercompany transactions
        and
        balances have been eliminated in the consolidated financial
        statement.
  **Business:**
 
 Nuclear
        Solutions, Inc. is engaged in the research, development, and commercialization
        of innovative product technologies, which are generally early-stage, theoretical
        or commercially unproven. We operate a highly technical business and our
        primary
        mission is to develop advanced product technologies to address emerging market
        opportunities in the fields of homeland security, nanotechnology, and nuclear
        remediation.
  **Basis
        of Presentation**
 
 The
        accompanying unaudited condensed consolidated financial statements have been
        prepared in accordance with Regulation S-X promulgated by the Securities
        and
        Exchange Commission and do not include all of the information and footnotes
        required by generally accepted accounting principles in the United States
        for
        complete financial statements. In the opinion of management, these interim
        financial statements include all adjustments, which include only normal
        recurring adjustments, necessary in order to make the financial statements
        not
        misleading. The results of operations for such interim periods are not
        necessarily indicative of results of operations for a full year. The unaudited
        condensed consolidated financial statements should be read in conjunction
        with
        the audited consolidated financial statements and notes thereto of the Company
        and management's discussion and analysis of financial condition and results
        of
        operations included in the Company's Annual Report for the year ended December
        31, 2007 as filed with the Securities and Exchange Commission on Form
        10-K.
 
 **Business
        Concentration**
  For
        each
        of the nine months ended September 30, 2007 we earned all of our revenue
        from a
        single customer.
 7
  **NOTE
        2 - ACCOUNTING POLICIES AND PROCEDURES**
  **Revenue
        Recognition**
 
 Revenues
        are recognized in the period that services are provided. For revenue from
        product sales, the Company recognizes revenue in accordance with Staff
        Accounting Bulletin No. 104, “Revenue Recognition” ("SAB104"), which superceded
        Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements”
("SAB101"). SAB 101 requires that four basic criteria must be met before
        revenue
        can be recognized: (1) persuasive evidence of an arrangement exists; (2)
        delivery has occurred; (3) the selling price is fixed and determinable; and
        (4)
        collectibility is reasonably assured. Determination of criteria (3) and (4)
        are
        based on management's judgments regarding the fixed nature of the selling
        prices
        of the products delivered and the collectibility of those amounts. Provisions
        for discounts and rebates to customers, estimated returns and allowances,
        and
        other adjustments are provided for in the same period the related sales are
        recorded. The Company defers any revenue for which the product has not been
        delivered or is subject to refund until such time that the Company and the
        customer jointly determine that the product has been delivered or no refund
        will
        be required. Payments received in advance are deferred.
  SAB
        104
        incorporates Emerging Issues Task Force 00-21 ("EITF 00-21"),
“Multiple-Deliverable Revenue Arrangements”. EITF 00-21 addresses accounting for
        arrangements that may involve the delivery or performance of multiple products,
        services and/or rights to use assets. The effect of implementing EITF 00-21
        on
        the Company's consolidated financial position and results of operations was
        not
        significant.
  Licensing
        fee income generally is being recognized ratably over the term of the license.
        The Company's management has determined that the collectibility and length
        of
        time to collect the remaining contracted price due from its licensee can
        not be
        reasonably assured. Accordingly, revenues will be recognized as
        collected.
  **Collaborative
        Arrangement**
  The
          Company, through its subsidiary FFI, has entered into a collaborative
          arrangement with Kentucky Fuel Associates, Inc. **** (“KFA”)
          for the development of coal-based gas-to-liquid (CTL) fuel production facilities
          in the State of Kentucky. KFA has agreed to provide an initial funding
          of
          $2,000,000 per site to be applied by FFI towards any and all costs and
          expenses
          incurred in the ordinary course of business for the development, construction
          and arranging of financing to closure including without limitation the
          following
          costs: engineering, procurement, administrative, development management,
          financing, legal, operations and maintenance costs for each said fuel production
          facility. In consideration for KFA’s initial minimum funding contribution, KFA
          will receive 7% of the annual net pre-tax income of each jointly developed
          CTL
          diesel fuel facility and 2.5% equity interest in the first CTL diesel fuel
          facility developed by FFI and KFA. Additionally, KFA will have the exclusive
          right to develop CTL diesel fuel facilities with FFI in the state of Kentucky
          and a conditional first right of refusal to develop CTL diesel fuel facilities
          in the remainder of the United States.
 
 We
        are
        accounting for this agreement pursuant to EITF 07-01, “Accounting for
        Collaborative Arrangements”. We have expended $436,791 towards the development
        of the initial CTL facility and KFA has provided $625,000 in funding. We
        have
        reported $436,791 of the payment as payments received pursuant to collaborative
        agreements and the balance of $188,209 as a current liability as advance
        payments received.
 
 **Use
        of Estimates**
  The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities and disclosures of contingent assets and liabilities at the date
        of
        the financial statements and the reported amounts of revenues and expenses
        during the reporting periods. Actual results could differ from those
        estimates.
  8
  **Loss
        Per Share**
  Basic
        and
        diluted loss per common share for all periods presented is computed based
        on the
        weighted average number of common shares outstanding during the year as defined
        by SFAS No. 128, "Earnings Per Share". The assumed exercise of common stock
        equivalents was not utilized since the effect would be anti-dilutive. At
        September 30, 2008 and 2007, the Company had 1,054,940 and 10,304,499
        potentially dilutive securities, respectively.
  **Stock
        Based Compensation**
  The
        Company uses the fair value method for equity instruments granted to
        non-employees and uses the Black Scholes model for measuring the fair value.
        The
        stock based fair value compensation is determined as of the date of the grant
        or
        the date at which the performance of the services is completed (measurement
        date) and is recognized over the periods in which the related services are
        rendered.
 
 **Fair
        Value Accounting**
  In
        September 2006, the Financial Accounting Standards Board (“FASB”) issued FASB
        Statement No. 157, “Fair Value Measurements” (“FAS 157”). FAS 157 defines
        fair value, establishes a framework for measuring fair value in generally
        accepted accounting principles, and expands disclosures about fair value
        measurements. The provisions of FAS 157 were adopted January 1, 2008. In
        February 2008, the FASB staff issued Staff Position No. 157-2 “Effective
        Date of FASB Statement No. 157” (“FSP FAS 157-2”). FSP FAS 157-2 delayed
        the effective date of FAS 157 for nonfinancial assets and nonfinancial
        liabilities, except for items that are recognized or disclosed at fair value
        in
        the financial statements on a recurring basis (at least annually). The
        provisions of FSP FAS 157-2 are effective for the Company’s fiscal year
        beginning January 1, 2009.
 
 FAS
        157
        establishes a fair value hierarchy that prioritizes the inputs to valuation
        techniques used to measure fair value. The hierarchy gives the highest priority
        to unadjusted quoted prices in active markets for identical assets or
        liabilities (Level 1 measurements) and the lowest priority to unobservable
        inputs (Level 3 measurements). The three levels of the fair value hierarchy
        under FAS 157 are described below:
  Level 1
              Unadjusted
                  quoted prices in active markets that are accessible at the measurement
                  date for identical, unrestricted assets or
                  liabilities;
  Level 2
              Quoted
                  prices in markets that are not active, or inputs that are observable,
                  either directly or indirectly, for substantially the full term
                  of the
                  asset or liability;
  Level 3
              Prices
                  or valuation techniques that require inputs that are both significant
                  to
                  the fair value measurement and unobservable (supported by little
                  or no
                  market activity).
  The
        following table sets forth the Company’s financial liabilities measured at fair
        value by level within the fair value hierarchy. As required by FAS 157, assets
        and liabilities are classified in their entirety based on the lowest level
        of
        input that is significant to the fair value measurement. The Company designates
        cash equivalents as Level 1. As of September 30, 2008, and December 31,
        2007, the Company did not have any cash equivalents, therefore there were
        no
        assets measured at fair value.
 
 **Fair
                  Value at September 30, 2008****Total**
              
              **Level
                  1**
              
              **Level 2**
              
              **Level 3**Liabilities:Conversion
                  option liability
              
              $
              22,843
              
              $
              -
              
              $
              -
              
              $
              22,843
 
 The
        Company’s conversion option liability is valued using pricing models and the
        Company generally uses similar models to value similar instruments. Where
        possible, the Company verifies the values produced by its pricing models
        to
        market prices. Valuation models require a variety of inputs, including
        contractual terms, market prices, yield curves, credit spreads, measures
        of
        volatility, and correlations of such inputs. These financial liabilities
        do not
        trade in liquid markets, and as such, model inputs cannot generally be verified
        and do involve significant management judgment. Such instruments are typically
        classified within Level 3 of the fair value hierarchy.
  9
  The
        table
        below sets forth a summary of changes in the fair value of the Company’s Level 3
        financial liabilities (detachable warrants and conversion option liabilities)
        for the nine months ended September 30, 2008.
  Balance
                  at beginning of period
              
              $
              13,311Additions
                  to derivative instruments
              
              
              23,000Change
                  in fair value of conversion option
              
              
              (10,414
              )Reclassification
                  to equity upon repayment
              
              
              (3,054
              )Balance
                  at end of period
              
              $
              22,843
 
 The
        total
        amount of the changes in fair value for the period was included in net loss
        as a
        result of changes in the Company’s stock price from December 31,
        2007.
  In
        February 2007, the FASB issued FASB Statement No. 159, “The Fair Value
        Option for Financial Assets and Financial Liabilities” (“FAS 159”). FAS 159
        permits entities to choose to measure many financial instruments and certain
        other items at fair value, with the objective of improving financial reporting
        by mitigating volatility in reported earnings caused by measuring related
        assets
        and liabilities differently without having to apply complex hedge accounting
        provisions. The provisions of FAS 159 were adopted January 1, 2008. The
        Company did not elect the Fair Value Option for any of its financial assets
        or
        liabilities, and therefore, the adoption of FAS 159 had no impact on the
        Company’s consolidated financial position, results of operations or cash
        flows.
  **New
        Accounting Pronouncements**
  In
        March
        2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
        and Hedging Activities,” which changes the disclosure requirements for
        derivative instruments and hedging activities. SFAS No. 161 requires enhanced
        disclosures about (a) how and why an entity uses derivative instruments,
        (b) how
        derivative instruments and related hedged items are accounted for under SFAS
        No.
        133, “Accounting for Derivative Instruments and Hedging Activities” and its
        related interpretations, and (c) how derivative instruments and related hedged
        items affect an entity’s financial position, financial performance, and cash
        flows. This statement’s disclosure requirements are effective for fiscal years
        and interim periods beginning after November 15, 2008. The Company is currently
        evaluating the future impacts and disclosures of this standard.
 
 In
        May
        2008, the FASB issued FAS No. 162 “The Hierarchy of Generally Accepted
        Accounting Principles” (“FAS 162”). FAS 162 identifies the sources of
        accounting generally accepted accounting principles in the United States.
        FAS 162 is effective sixty days following the SEC’s approval of PCAOB amendments
        to AU Section 411, “The Meaning of ‘Present fairly in conformity with generally
        accepted accounting principles’“. The Company is currently evaluating the
        potential impact, if any, of the adoption of FAS 162 on its consolidated
        financial statements.
 
 **NOTE
        3 - GOING CONCERN**
  The
        accompanying unaudited condensed consolidated financial statements have been
        prepared on a going concern basis, which contemplates the realization of
        assets
        and the settlement of liabilities and commitments in the normal course of
        business. As reflected in the accompanying unaudited condensed consolidated
        financial statements, the Company has a net loss of $3,349,583
        for the nine months ended September 30, 2008, and a working capital deficiency
        of $5,256,219 and a stockholders' deficiency of $5,192,890at September 30, 2008. These factors raise substantial doubt about
        its
        ability to continue as a going concern. The ability of the Company to continue
        as a going concern is dependent on the Company's ability to raise additional
        funds and implement its business plan. The accompanying unaudited condensed
        consolidated financial statements do not include any adjustments that might
        be
        necessary if the Company is unable to continue as a going concern.
  10
  The
        Company is actively pursuing additional equity financing through discussions
        with investment bankers and private investors. There can be no assurance
        the
        Company will be successful in its effort to secure additional equity
        financing.
  If
        operations and cash flows continue to improve through these efforts, management
        believes that the Company can continue to operate. However, no assurance
        can be
        given that management's actions will result in profitable operations or the
        resolution of its liquidity problems.
  The
        Company's existence is dependent upon management's ability to develop profitable
        operations and resolve its liquidity problems. Management anticipates the
        Company will attain profitable status and improve its liquidity through the
        continued developing, marketing and selling of its services and additional
        equity investment in the Company. The accompanying financial statements do
        not
        include any adjustments that might result should the Company be unable to
        continue as a going concern.
 
 **NOTE
        4 - CONVERTIBLE DEBT**
  Notes
        payable at September 30, 2008 and December 31, 2007:
  September 30,
                    
                    December 31,2008 (unaudited)
                    
                    2007Denise
                        Barbato, bearing interest at 10% per year, convertible into
                        common stock
                          at $0.084 per share. The note is payable on December 31,
                        2008
                    
                    $
                    —
                    
                    $
                    34,723Denise
                        Barbato, bearing interest at 10% per year, convertible into
                        common stock
                          at $0.084 per share. The notes are payable on December 31,
                        2008
                    
                    
                    —
                    
                    
                    696,500Global
                        Atomic Inc. demand note payable to related party at 10% per
                        year, convertible into common stock at $1.00 per
                        share
                    
                    
                    4,000
                    
                    
                    4,000International
                        Fission demand note payable to related party at 10% per year,
 
                        convertible into common stock at $1.00 per share
                    
                    
                    15,000
                    
                    
                    15,000Jackie
                        Brown, demand note payable to related party, non -interest
                        bearing,  
                        convertible into common stock at $1.00 per share
                    
                    
                    20,000
                    
                    
                    20,000John
                        Powers note, convertible into common stock At a 50% discount
                        to market;
                        interest rate 14%; maturity June 4, 2009
                    
                    
                    13,444
                    
                    
                    12,000John
                        Powers note, convertible into common stockAt
                        a 50% discount to market; interest rate 14%; maturity March
                        17,
                        2009
                    
                    
                    8,000
                    
                    
                    —Total
                        notes payable
                    
                    
                    60,444
                    
                    
                    782,223Less:
                        current portion
                    
                    
                    (60,444
                    )
                    
                    (782,223
                    )Balance
                        notes payable (long term portion)
                    
                    $
                    —
                    
                    $
                    —
 During
              March 2008 the Company received advances from Denise Barbato in the
              amount of
              $50,000. The advances are convertible into common stock at the rate
              of $0.084
              per share and are due on December 31, 2008. Since the advances are
              convertible
              at a discount to market, the Company has recorded a debt discount related
              to the
              beneficial conversion feature in the amount of $50,000, based on the
              proceeds
              received. The discount has been fully expensed at September 30, 2008,
              since the
              debt was settled through the issuance of common stock on April 27,
              2008.
 
 During
        the three months ended March 31, 2008 the Company issued an aggregate of
        8,887,000 shares of common stock as payment of $737,221 of principle and
        $9,287
        of accrued interest to Denise Barbato.
  11
  During
        April 2008 the Company issued an aggregate of 2,134,524 shares of common
        stock
        as payment of $179,002 of principle and $298 of accrued interest to Denise
        Barbato.
  On
        March
        17, 2008 the Company received $8,000 pursuant to a promissory note payable
        to
        John Powers, a director, bearing interest at 14% per year and maturing on
        March
        17, 2009. The note is convertible into common stock at the rate of 50% of
        market
        value. We have recorded a debt discount related to the beneficial conversion
        feature in the amount of $8,000, based on the proceeds received. The discount
        is
        being amortized over the term of the debt, through March 17, 2009.
  The
        embedded conversion option related to the Powers note is accounted for under
        EITF issue No. 00-19. We have determined that the embedded conversion option
        is
        a derivative liability. Accordingly, the embedded conversion option will
        be
        marked to market through earnings at the end of each reporting period. The
        conversion option is valued using the Black-Scholes valuation
        model.
  On
        April
        25, 2008 the Company received $15,000 pursuant to a promissory note payable
        to
        John Powers, a director, bearing interest at 14% per year and maturing on
        April
        25, 2009. The note is convertible into common stock at the rate of 50% of
        market
        value. We have recorded a debt discount related to the beneficial conversion
        feature in the amount of $15,000, based on the proceeds received. The note
        was
        repaid on August 22, 2008 and the discount has been fully
        amortized.
  The
        embedded conversion option related to the Powers note is accounted for under
        EITF issue No. 00-19. We have determined that the embedded conversion option
        is
        a derivative liability. Accordingly, the embedded conversion option will
        be
        marked to market through earnings at the end of each reporting period. The
        conversion option is valued using the Black-Scholes valuation model. Upon
        repayment of the note, the warrant liability on the date of repayment, $3,054,
        was reclassified to additional paid-in capital.
 
 For
        the
        three months ended September 30, 2008 and 2007, the Company reflected a credit
        of $16,978 and a charge of $9,249, respectively, representing the change
        in the
        value of our embedded conversion options during the periods.
 
 For
        the
        nine months ended September 30, 2008 and 2007, the Company reflected a credit
        of
        $10,414 and a charge of $81,869, respectively, representing the change in
        the
        value of our embedded conversion options during the periods.
 
 For
        the
        three months ended September 30, 2008 and 2007, the Company reflected a charge
        of $14,427 and $269,646, respectively, representing the amortization of debt
        discount as interest expense during the periods.
 
 For
        the
        nine months ended September 30, 2008 and 2007, the Company reflected a charge
        of
        $442,601 and $423,753, respectively, representing the amortization of debt
        discount as interest expense during the periods.
 
 **NOTE**  **5**  **-
        STOCKHOLDER'S EQUITY**
  The
        Company is authorized to issue 100,000,000 shares of common stock with $0.0001
        par value per share. As of September 30, 2008 and December 31, 2007, the
        Company
        has issued and outstanding 96,715,981 and 73,734,095 shares of common stock,
        respectively.
 
 During
        the nine months ended September 30, 2008 the Company issued an aggregate
        of
        4,545,440 shares of common stock, valued at $794,688, for consulting
        services.
  During
        the nine months ended September 30, 2008 the Company issued 1,299,446 shares
        as
        payment of expenses accrued at December 31, 2007 in the amount of
        $536,000.
  12
  On
        June
        10, 2008 the Company issued 5,250,000 shares as payment of accrued executive
        compensation of $542,987. Of this amount, $523,647 was accrued at December
        31,
        2007.
  During
        April 2008 we issued 865,476 shares to Denise Barbato for proceeds of $75,000.
        The proceeds were received in the third quarter.
 
 During
        the nine months ended September 30, 2008 the Company issued 11,021,524 shares
        of
        common stock as payment of $925,808 of principal and interest due to Denise
        Barbato.
 
 During
        the nine months ended September 30, 2007 the Company issued an aggregate
        of
        3,291,209 shares of common stock, valued at $1,896,091, for consulting
        services.
  During
        the nine months ended September 30, 2007 the Company issued 1,946,512 shares
        as
        payment of expenses accrued at December 31, 2006 in the amount of
        $1,334,306.
  During
        the nine months ended September 30, 2007 the Company issued 7,125,000 shares
        of
        common stock as payment of $526,618 of principal and $71,882 of accrued interest
        due to Denise Barbato.
  During
        March 2007 the Company issued 25,000 shares of common stock as payment of
        $11,395 of principle and interest due to Long Lane Capital.
  In
        connection with the Long Lane Capital credit facility we have issued a common
        stock purchase warrant for 500,000 shares of common stock, exercisable at
        $0.35
        per share.
 **NOTE
          6 - SUBSEQUENT EVENTS**
 
 Subsequent
          to September 30, 2008, the company issued 775,000 shares valued at $69,000
          for
          consulting services.
 13




**Item
        2.**  **Management’s
        Discussion and Analysis of Financial Condition and Results of
        Operation**
 
 When
        used
        in this Form 10-Q and in our future filings with the Securities and Exchange
        Commission, the words or phrases will likely result, management expects,
        or we
        expect, will continue, is anticipated, estimated or similar expressions are
        intended to identify forward-looking statements within the meaning of the
        Private Securities Litigation Reform Act of 1995. Readers are cautioned not
        to
        place undue reliance on any such forward-looking statements, each of which
        speak
        only as of the date made. These statements are subject to risks and
        uncertainties, some of which are described below. Actual results may differ
        materially from historical earnings and those presently anticipated or
        projected. We have no obligation to publicly release the result of any revisions
        that may be made to any forward-looking statements to reflect anticipated
        events
        or circumstances occurring after the date of such statements.
 
 **Business
        Overview**
  Nuclear
          Solutions, Inc. (NSOL) and its subsidiary Fuel Frontiers, Inc.(FFI) are
          engaged
          in highly technical businesses consisting of research, development, and
          commercialization of innovative product technologies and processes, which
          are
          generally early-stage, theoretical or commercially unproven.
 
 The
          primary mission of Nuclear Solutions, Inc. is to develop advanced product
          technologies to address emerging market opportunities in the fields of
          homeland
          security and nanotechnology power applications, with particular emphasis
          in the
          detection of shielded nuclear materials.
 
 The
          primary mission of Fuel Frontiers, Inc. is to plan, design, finance, construct
          and operate gas-to-liquid synthetic fuel production facilities intended
          to
          transform domestic coal into ultra-clean diesel. FFI is currently concentrating
          its efforts on coal-to-diesel projects in the state of Kentucky.
 
 In
          July
          2008, The Board of Directors elected to focus the resources of the combined
          companies on the production of synthetic fuels through the subsidiary Fuel
          Frontiers Inc. The primary goal of Management at this time is to focus
          nuclear
          solutions resources towards the development of FFI as an independent operating
          entity.
 
 While
          the
          establishment of fuel frontiers Inc. as an independent entity is a priority
          for
          management, nuclear solutions Inc. is still maintaining its intellectual
          property assets and seeking buyers or licensors for the patented and patent
          pending technology related to the detection of shielded nuclear
          materials.
 
 **Production
        of Ultra-Clean Synthetic Fuels through our subsidiary Fuel Frontiers,
        Inc.**
 
 The
        primary business of Fuel Frontiers, Inc. (FFI) is to plan, design, finance,
        construct, and operate multiple gas-to-liquid synthetic fuel synthesis
        facilities to transform virtually cost-free waste materials such as used
        tires,
        waste coal, solid and liquid municipal wastes, biomass, and other similar
        low-value societal refuse into high-value gas-to-liquid fuels such as
        ultra-clean diesel.
 
 Fuel
        Frontiers, Inc. (FFI) is focused on the production of ultra-clean GTL Diesel
        fuel. Management made a decision to concentrate on the market for ultra-clean
        GTL Diesel fuel due to the maturity and stability of the diesel market place
        and
        the greater certainties associated with distribution, integration, production
        costs and profit margins.
 
 Originally,
        our approach to the production of ultraclean synthetic fuel was highly focused
        on the utilization of virtually cost free waste materials as feedstock for
        our
        process. We believe our approach to the production of ultra-clean synthetic
        fuels is differentiated by our business model and technical approach. Our
        business model focuses on the flexibility to use virtually cost free waste
        materials some of which are renewable in combination with conventional feed
        stocks such as natural gas or petroleum coke, as opposed to other approaches
        which must lock in a certain type of homogeneous feedstock such as natural
        gas
        or coal by themselves. Our technical approach involves the use of a low-emission
        plasma processing system to convert the waste materials into synthesis gas
        which
        is then converted into a liquid fuel.
 
 Currently,
        we are focusing our efforts in the state of Kentucky, Muhlenberg County for
        our
        first coal to ultraclean diesel production facility. Over the next twelve
        months, we anticipate raising additional capital through debt, grants or
        equity
        financing to fund our development efforts in the state of Kentucky.
 
 We
        intend
        to build our facilities with modular expansion capability to allow for increased
        future production and/or gasification of additional or diverse feedstock
        (waste
        materials). As of the date of this report, we are working with Westinghouse
        Plasma Corporation and Shaw Group, Energy & Chemicals for design
        engineering, procurement, construction, and production operations for our
        renewable fuel projects currently in the planning stages. As a matter of
        policy
        and our business model, we intend to outsource engineering, procurement,
        construction as well as daily facility management and operations of any future
        facilities to qualified and experienced providers.
 
 **System
        Overview**
 
 The
        FFI
        approach for the production of ultra-clean diesel occurs in two stages. In
        the
        first stage the feedstock material is fed into a plasma processing system
        such
        as the Westinghouse Plasma Gasifier (WPG) which transforms the feedstock
        material into synthesis gas, which is composed of carbon, hydrogen and oxygen.
        The heart of Westinghouse’s Plasma Gasifier contains a plasma field that reaches
        temperatures up to 30,000 degrees Centigrade. The plasma breaks down feedstock
        materials--such as waste coal, used tires, wood wastes, raw sewage, municipal
        solid wastes, biomass, low-grade waste-coal, and other agricultural
        by-products--to their core elements in a clean and efficient manner which
        generates significant amounts of synthesis gas. Excess heat energy is removed
        from the resulting synthesis gas and recovered to generate electricity on-site
        which can be used to provide power to the system. The cooled synthesis gas
        is
        then refined for purity and passed to the second stage. In the second stage,
        the
        refined synthesis gas, which is composed primarily of carbon, hydrogen and
        oxygen, is converted into ultra-clean diesel though a modified Fischer-Tropsch
        gas-to-liquids synthesis process for diesel fuels. The process applies a
        metallic catalyst to chemically transform the synthesis gas into a liquid
        fuel
        which is then refined to fuel-grade standards. This approach is not entirely
        new; as early as 1936 in Germany similar technology was used with coal-produced
        synthesis gas to produce diesel and alcohols on a commercial scale. The FFI
        approach to ultra-clean synthetic fuel production differs from other approaches
        mainly because our system can utilize multiple feedstock materials that are
        normally difficult to utilize in a conventional gasifier. The ability to
        use
        waste materials is a benefit of a plasma processing system. The Westinghouse
        Plasma Gasifier has the proven capability to transform a wide variety of
        waste
        materials into the synthesis gas in an efficient and environmentally friendly
        manner.
  14
 
 In
        July
        2008, the company was informed by Kentucky officials associated with Muhlenberg
        County that the county allocated $625,000 from its coal severance fund towards
        engineering and development for our proposed Coal-to-Ultra-Clean Diesel
        production facility in Muhlenberg County, Kentucky.
 
 Over
        the
        next twelve months, we anticipate that FFI's development efforts will continue
        to focus on engineering plant designs as well as project development and
        financing. These elements will play critical roles in the establishment of
        FFI's
        waste-to-fuel projects. While we believe that the appropriate technologies
        for
        waste-to-synthetic fuels such as ultra-clean diesel are commercially available,
        there is, however, no guarantee that commercially available technologies
        will be
        appropriate in every instance for the production of fuels and any of FFI's
        proposed facilities. Moreover, there could be unexpected problems or delays
        in
        the funding, construction and operation of the facility. There is no guarantee
        that FFI will be successful in raising the capital required for this project
        through the underwriting of the bond authorization for which it has been
        approved. Over the next twelve months we anticipate that FFI will require
        a
        minimum of approximately $500,000 to sustain operations. We anticipate raising
        this money through debt and/or equity financing which may or may not result
        in
        substantial dilution, and/or increase the company's indebtedness.
  **Results
          of Operations**
  REVENUES:
          The Company reported revenues of $100,000 from our existing technology
          license
          agreement, for the nine months ended September 30, 2007 as compared with
          revenues from continuing operations of $0 for the nine months ended September
          30, 2008. The decrease in revenues is attributable to our policy of recognizing
          revenues on a cash basis. During the third quarter of 2008, we received
          and
          recognized $0 in revenue in the three months ended September 30,
          2008.
 
 TOTAL
          COSTS AND EXPENSES: Total costs and expenses from continuing operations
          increased from $2,845,749 for the nine months ended September 30, 2007
          to
          $2,905,380 for the nine months ended September 30, 2008. The principal
          reason
          for this increase was due to an increase in consulting fees, and an increase
          in
          executive compensation.
 
 OPERATING
          EXPENSES: Operating expenses from continuing operations increased from
          $2,845,749 for the nine months ended September 30, 2007 to $2,905,380 for
          the
          nine months ended September 30, 2008. This increase was primarily due to
          an
          increase in consulting fees and an increase in executive compensation as
          stated
          above. Depreciation expense decreased for the first nine months of 2008
          versus
          the first nine months of 2007, decreasing from $4,949 for the nine months
          ended
          September 30, 2007 to $2,753, for the nine months ended September 30, 2008.
          This
          slight decrease reflects no significant increase or decrease in depreciable
          assets for the respective periods.
 
 INTEREST
          EXPENSE: Interest expense decreased from $497,425 for the nine months ended
          September 30, 2007 to $454,617 for the nine months ended September 30,
          2008.
          This decrease is due primarily to payment of debt.
 
 GENERAL
          AND ADMINISTRATIVE: General & Administrative expenses increased by $166,394
          during the nine months ended September 30, 2008 to a total amount of $282,573
          as
          compared to $116,179 for the nine months ended September 30, 2007. The
          increase
          was due to increased travel and general business expenses.
 
 NET
          LOSS:
          The Company incurred a net loss of ($3,349,583) for the nine months ended
          September 30, 2008, compared with a net loss of ($3,325,043) for the nine
          months
          ended September 30, 2007, which reflects a year-to-year increase in the
          amount
          of loss for the period of $24,540. The principal reason for this increase
          was
          due to incurring more operating expenses as a result of increased business
          development activities.
 
 LIQUIDITY
          AND CAPITAL RESOURCES:
  As
          of
          September 30, 2008, we had a working capital deficit of $5,256,219 which
          compares to a working capital deficit of $ 4,363,822 as of September 30,
          2007.
          As a result of our operating losses for the nine month period ended September
          30, 2008, we generated a cash flow deficit of $139,829 from operating
          activities. Cash flows used in investing activities was $0 during the period.
          Cash flows provided by financing activities were $268,000 on proceeds from
          short-term notes payable.
 
 Additional
          financing will be required in order to meet our current and projected cash
          flow
          deficits from operations and development. We are seeking financing in the
          form
          of equity capital in order to provide the necessary working capital. There
          is no
          guarantee that we will be successful in raising the funds required. We
          intend to
          use the proceeds derived from revenues or financing to pay salaries, and
          general
          and administrative expenses to maintain the core operations of the
          company.
  15
  If
          we are
          not successful in generating sufficient liquidity from operations or in
          raising
          sufficient capital resources, on terms acceptable to us, this could have
          a
          material adverse effect on our business, results of operations liquidity
          and
          financial condition.
 
 **New
          Accounting Pronouncements**
  In
          March
          2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
          and Hedging Activities,” which changes the disclosure requirements for
          derivative instruments and hedging activities. SFAS No. 161 requires enhanced
          disclosures about (a) how and why an entity uses derivative instruments,
          (b) how
          derivative instruments and related hedged items are accounted for under
          SFAS No.
          133, “Accounting for Derivative Instruments and Hedging Activities” and its
          related interpretations, and (c) how derivative instruments and related
          hedged
          items affect an entity’s financial position, financial performance, and cash
          flows. This statement’s disclosure requirements are effective for fiscal years
          and interim periods beginning after November 15, 2008. The Company is currently
          evaluating the future impacts and disclosures of this standard.
 
 In
          May
          2008, the FASB issued FAS No. 162 “The Hierarchy of Generally Accepted
          Accounting Principles” (“FAS 162”). FAS 162 identifies the sources of
          accounting generally accepted accounting principles in the United States.
          FAS 162 is effective sixty days following the SEC’s approval of PCAOB amendments
          to AU Section 411, “The Meaning of ‘Present fairly in conformity with generally
          accepted accounting principles’“. The Company is currently evaluating the
          potential impact, if any, of the adoption of FAS 162 on its consolidated
          financial statements.
 
 **Item
          3. Quantitative and Qualitative Disclosures About Market
          Risk**
 
 Cash
          and
          Cash Equivalents
 
 We
          have
          historically invested our cash and cash equivalents in short-term, fixed
          rate,
          highly rated and highly liquid instruments which are reinvested when they
          mature
          throughout the year. Although our existing investments are not considered
          at
          risk with respect to changes in interest rates or markets for these instruments,
          our rate of return on short-term investments could be affected at the time
          of
          reinvestment as a result of intervening events. As of June 30, 2008, we
          had cash
          and cash equivalents aggregated $321,152.
 
 The
          Company does not issue or invest in financial instruments or their derivatives
          for trading or speculative purposes.  The operations of the Company are
          conducted primarily in the United States, and, are not subject to material
          foreign currency exchange risk. Although the Company has outstanding debt
          and related interest expense, market risk of interest rate exposure in the
          United States is currently not material.
 
 Debt
 
 The
          interest rate on our outstanding debt obligations are fixed and are not
          subject
          to market fluctuations. Some of our convertible debt may have its interest
          costs
          increased if the debt is converted into common stock because the conversion
          price is a function of the market price of our common stock.
 **Item
        4. Controls and Procedures.**
  Evaluation
        of and Report on Internal Control over Financial Reporting
 
 The
        Company carried out, under the supervision and with the participation of
        the
        Company’s management, including the Company’s Chief Executive Officer and the
        Company’s Chief Financial Officer, an evaluation of the effectiveness of the
        design and operation of the Company’s disclosure controls and procedures (as
        defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange
        Act
        of 1934, as amended).  Based on their evaluation, the Company’s Chief
        Executive Officer and its Chief Financial Officer concluded that, as of September 30,
        2008, the Company’s disclosure controls and procedures were not effective
        because of the material weakness identified as of such date discussed below.
         Notwithstanding, the existence of the material weakness described below,
        management has concluded that the financial statements in this Form 10-Q
        fairly
        present, in all material respects, the Company’s financial position, results of
        operations and cash flows for the periods and dates presented.
 
 Management
        is responsible for establishing and maintaining adequate internal control
        over
        financial reporting of the Company. Management, with the participation of
        our
        principal executive officer and principal financial officer, has evaluated
        the
        effectiveness of our internal control over financial reporting as of September 30, 2008
        based on the criteria established in Internal Control - Integrated Framework
        issued by the Committee of Sponsoring Organizations of the Treadway Commission.
        Based on that evaluation, they concluded that, during the period covered
        by this
        report, such internal controls and procedures were not effective to detect
        the
        inappropriate application of US GAAP rules as more fully described below.
        This
        was due to deficiencies that existed in the design or operation of our internal
        control over financial reporting that adversely affected our internal controls
        and that may be considered to be material weaknesses.
 
 The
        matters involving internal controls and procedures that the Company’s management
        considered to be material weaknesses under the standards of the Public Company
        Accounting Oversight Board were:
 
 As
        defined by Auditing Standard No. 5, "An Audit of Internal Control Over
        Financial Reporting that is Integrated with an Audit of Financial Statements
        and
        Related Independence Rule and Conforming Amendments," established by the
        Public
        Company Accounting Oversight Board ("PCAOB"), a material weakness is a
        deficiency or combination of deficiencies that results more than a remote
        likelihood that a material misstatement of annual or interim financial
        statements will not be prevented or detected. In connection with the assessment
        described above, management identified the following control deficiencies
        that
        represent material weaknesses as of April 30, 2008:
  16
 
 (1)
        Lack
        of an independent audit committee. We do not have an independent audit
        committee. We have never named an audit committee financial expert. It is
        our
        intension to establish an audit committee of the board and obtain a financial
        expert on our audit committee when we have sufficient capital resources and
        working capital to attract qualified independent directors and to maintain
        such
        a committee.
 
 (2)
        Inadequate staffing and supervision within our bookkeeping operations. The
        relatively small number of employees who are responsible for bookkeeping
        functions prevents us from segregating duties within our internal control
        system. The inadequate segregation of duties is a weakness because it could
        lead
        to the untimely identification and resolution of accounting and disclosure
        matters or could lead to a failure to perform timely and effective reviews.
        During the quarter ending September 30,
        2008, we had only three persons, two of which were executive officers, that
        performed nearly all aspects of our financial reporting process, including,
        but
        not limited to, access to the underlying accounting records and systems,
        the
        ability to post and record journal entries and responsibility for the
        preparation of the financial statements. This provides for a lack of review
        over
        the financial reporting process that may result in a failure to detect errors
        in
        spreadsheets, calculations, or assumptions used to compile the financial
        statements and related disclosures as filed with the SEC.
 
 (3)
        Insufficient number of independent directors. At the present time, our Board
        of
        Directors does not consist of a majority of independent directors, a factor
        that
        is counter to corporate governance practices as set forth by the rules of
        various stock exchanges.
  Our
        management determined that these deficiencies described above constituted
        material weaknesses. Due to a lack of financial and personnel resources,
        we are
        not able to, and do not intend to, immediately take any action to remediate
        these material weaknesses. We will not be able to do so until, if ever, we
        acquire sufficient financing and staff to do so. We will implement further
        controls as circumstances, cash flow, and working capital permit.
        Notwithstanding the assessment that our ICFR was not effective and that there
        were material weaknesses as identified in this report, we believe that our
        consolidated financial statements contained in our Quarterly Report on
        form 10-Q for the fiscal quarter ending September 30,
        2008, fairly present our financial position, results of operations and cash
        flows for the years covered thereby in all material respects.
  This
        report does not include an attestation report of the company's registered
        public
        accounting firm regarding internal control over financial reporting.
        Management's report was not subject to attestation by the company's registered
        public accounting firm pursuant to temporary rules of the SEC that permit
        the
        company to provide only management's report in this annual report.
  Changes
        in Internal Control over Financial Reporting
 
 There
        was
        no change in our internal controls over financial reporting identified in
        connection with the requisite evaluation that occurred during our last fiscal
        quarter that has materially affected, or is reasonably likely to materially
        affect, our internal control over financial reporting.
 
 Limitations.
 
 Our
        management, including our Principal Executive Officer and Principal Financial
        Officer, does not expect that our disclosure controls or internal controls
        over
        financial reporting will prevent all errors or all instances of fraud. A
        control
        system, no matter how well designed and operated, can provide only reasonable,
        not absolute, assurance that the control system's objectives will be met.
        Further, the design of a control system must reflect the fact that there
        are
        resource constraints, and the benefits of controls must be considered relative
        to their costs. Because of the inherent limitations in all control systems,
        no
        evaluation of controls can provide absolute assurance that all control issues
        and instances of fraud, if any, within our company have been detected. These
        inherent limitations include the realities that judgments in decision-making
        can
        be faulty, and that breakdowns can occur because of simple error or mistake.
        Controls can also be circumvented by the individual acts of some persons,
        by
        collusion of two or more people, or by management override of the controls.
        The
        design of any system of controls is based in part upon certain assumptions
        about
        the likelihood of future events, and any design may not succeed in achieving
        its
        stated goals under all potential future conditions. Over time, controls may
        become inadequate because of changes in conditions or deterioration in the
        degree of compliance with policies or procedures. Because of the inherent
        limitation of a cost-effective control system, misstatements due to error
        or
        fraud may occur and not be detected.
 PART
        II-OTHER INFORMATION
 
 **Item
        1.**  **Legal
        Proceedings.**
  The
        Company is not a party to any pending material legal proceedings.
  **Item
        1A.**  **Risk
        Factors**
 
 There
        have been no material changes from risk factors disclosed in our annual report
        on Form 10-K for the year ended December 31, 2007.
  17
  **Item
        2.**  **Unregistered
        Sale of Equity Securities and Use of Proceeds** .
  On August
        28, 2008, we issued 1,400,000 common
        shares to
        Brian
        Ettinger for consulting
        services valued at $140,000.
 
 On
        August
        28, 2008, we issued 400,000 common shares to Lincoln
        Jones for advisory board services valued at $28,000.
  On
        August
        28, 2008, we issued 400,000 common shares to James McCoulloch for advisory
        board
        services services valued at $28,000.
 
 On
        August
        28, 2008, we issued 400,000 common shares to Richard Westfahl for advisory
        board
        services services valued at $28,000.
 
 Advisory
        committee document
 
 We
        believe the securities issued above were issued in a private transaction
        pursuant to Section 4(2) of the Securities Act of 1933, as amended, (the
        “Securities Act”). These shares are considered restricted securities and may not
        be publicly resold unless registered for resale with appropriate governmental
        agencies or unless exempt from any applicable registration
        requirements.
  **Item
        3.**  **Defaults
        upon Senior Securities.** None.
  **Item
        4.**  **Submission
        of Matters to a Vote of Security Holders.**
 
 No
        matter
        was submitted to a vote
        of
        the security holders, through the solicitation of proxies or otherwise, during
        the quarter of the fiscal year covered by this report.
  **Item
        5.**  **Other
        Information.**
 
 None.
  **Item
        6.**  **Exhibits**
 
 (a)
        Exhibits
 
 Exhibit
                  No.
              Description31.1
              Chief
                  Executive Officer-Section 302 Certification pursuant to Sarbanes-Oxley
                  Act.31.2
              Chief
                  Financial Officer-Section 302 Certification pursuant to Sarbanes-Oxley
                  Act.32.1
              Chief
                  Executive Officer-Section 906 Certification pursuant to Sarbanes-Oxley
                  Act.32.2
              Chief
                  Financial Officer-Section 906 Certification pursuant to Sarbanes-Oxley
                  Act.
  18
 
 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
        18, 2008
 
 NUCLEAR
        SOLUTIONS, INC.
 
 By:
              /s/
                  Patrick Herda
              
              By:
              /s/
                  Kenneth FaithPatrick
                  Herda
              
              
              Kenneth
                  FaithTitle:
                  President, CEO
              
              
              Title:
                  CFO
  19