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 March 31, 2003


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.)



          1050 Connecticut Ave., N.W. Ste.1000, Washington,D.C.    20036
        -------------------------------------------------------   --------
          (Address of principal executive offices)               (Zip Code)



Issuer's telephone number,(   202     )     772       -         3133
                           -----------  -------------   ----------------------

                            1530 East Commercial St.
                               Meridian, ID 838642

          Former Name, former address and former fiscal year if changed
                                since last report

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 March 31, 2003: 22,489,250

     Transitional Small Bus-iness 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.   Changes in Securities and Use of Proceeds............

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

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

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

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

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

<PAGE>


                             NUCLEAR SOLUTIONS, INC.
                                   FORM 10-QSB


PART I-FINANCIAL INFORMATION

Item 1.  Financial Statements. (Unaudited)

As  prescribed  by Item 310 of  Regulation  S-B,  the  independent  auditor  has
reviewed these unaudited interim financial  statements of the registrant for the
three  months  ended  March 31,  2003.  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 three months ended March 31, 2003,
follow.



<PAGE>

                             Nuclear Solutions, Inc.
                          (A Development Stage Company)

                                  Balance Sheet
                                      as of
                                 March 31, 2003

                                       and

                            Statements of Operations
                           for the Three Months Ending
                            March 31, 2003 and 2002,
                                       and
                                 for the Period
                 February 27, 1997 (Inception) to March 31, 2003

                                       and

                                   Cash Flows
                           for the Three Months Ending
                            March 31, 2003 and 2002,
                                       and
                                 for the Period
                 February 27, 1997 (Inception) to March 31, 2003


<PAGE>

                                TABLE OF CONTENTS
                                -----------------





                                                                            Page
                                                                            ----

Independent Accountants' Review Report                                        1

Balance Sheet                                                                 2

Statements of Operations                                                      3

Statements of Cash Flows                                                      4

Footnotes                                                                     5



<PAGE>

                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT


                                                             Las Vegas, NV 89102
                                                                    702.257.1984
                                                                702.362.0540 fax


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 March 31, 2003 and the
related  statements of operations for the three-months  ended March 31, 2003 and
2002 and for the period  February 27, 1997  (Inception)  to March 31, 2003,  and
statements of cash flows for the three-months  ended March 31, 2003 and 2002 and
for the period February 27, 1997  (Inception) to March 31, 2003. These financial
statements are the responsibility of the Company's management.

We  conducted  our  reviews in  accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  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,  the balance sheet of Nuclear  Solutions,  Inc. (a
development  stage company) as of December 31, 2002, 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 14,  2003,  we  expressed  an
unqualified opinion on those financial statements.



May 16, 2003


                                       1
<PAGE>

                             Nuclear Solutions, Inc.
                          (a Development Stage Company)
                                 Balance Sheets
                                   (unaudited)


                                                                     March 31,
                                                                       2002
                                                                    -----------
Assets

Current assets:
    Cash and equivalents                                            $    31,298
    Prepaid consulting fees                                              12,500
                                                                    -----------
      Total current assets                                               43,798
                                                                    -----------

Fixed assets, net                                                        17,056

Acquired technology, net                                                 60,900

Security deposit                                                          8,326

                                                                    -----------
                                                                    $   130,080
                                                                    ===========

Liabilities and Stockholder's Equity (Deficit)

Current liabilities:
    Accounts payable                                                $    57,089
    Accrued expenses                                                    335,900
    Accrued executive compensation                                    1,126,004
    Contingent liabilities                                               13,127
                                                                    -----------
      Total current liabilities                                       1,532,120
                                                                    -----------

Long-term liabilities:
    Convertible debt                                                    485,000
    Convertible debt - related party                                     60,500
    Accrued interest                                                     42,250
    Accrued interest - related party                                      4,387
    Line of credit                                                      260,000
                                                                    -----------
      Total long-term liabilities                                       852,137

                                                                    -----------
                                                                      2,384,257
                                                                    -----------


Stockholder's equity (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, 22,489,250 shares issued and oputstanding               2,249
    Additional paid-in capital                                        2,015,029
    Deferred compensation                                              (470,053)
    Prior period adjustment                                              61,000
    (Deficit) accumulated during development stage                   (3,862,402)
                                                                    -----------
                                                                     (2,254,177)
                                                                    -----------

                                                                    $   130,080
                                                                    ===========

  The accompanying notes are an intergral part of these financial statements.

                                       2
<PAGE>
<TABLE>
<CAPTION>

                             Nuclear Solutions, Inc.
                          (a Development Stage Company)
                            Statements of Operations
                                   (unaudited)


                                                                   Three Months Ending
                                                                        March 31,                  February 27, 1997
                                                         --------------------------------------      (Inception) to
                                                               2003                 2002             March 31, 2003
                                                         -----------------    -----------------    -----------------
<S>                                                      <C>                  <C>                  <C>

Revenue                                                  $            --      $            --      $            --
                                                         -----------------    -----------------    -----------------

Expenses:
   Depreciation and amortization                                     4,959                5,041              115,452
   Consulting fees                                                 233,465              207,134            1,567,576
   Legal fees                                                        4,167               50,000              110,707
   Executive compensation - related party                          172,072              204,925            1,578,010
   General and administrative expenses                              48,272              152,702              429,508
                                                         -----------------    -----------------    -----------------
     Total expenses                                                462,935              619,802            3,801,253
                                                         -----------------    -----------------    -----------------

Other (expense):
   Interest (expense)                                              (12,125)                --                (42,250)
   Interest (expense) - related party                               (1,012)                (558)              (3,903)
   (Loss) due to write down of fixed assets                           --                   --                (14,996)
                                                         -----------------    -----------------    -----------------
     Total other (expense)                                         (13,137)                (558)             (61,149)
                                                         -----------------    -----------------    -----------------

Net (loss)                                               $        (476,072)   $        (620,360)   $      (3,862,402)
                                                         =================    =================    =================

Weighted average number of
   common shares outstanding - basic and fully diluted          22,489,250           21,072,100
                                                         =================    =================

Net (loss) per share - basic & fully diluted             $           (0.02)   $           (0.03)
                                                         =================    =================
</TABLE>






  The accompanying notes are an intergral part of these financial statements.


                                       3
<PAGE>
<TABLE>
<CAPTION>

                             Nuclear Solutions, Inc.
                          (a Development Stage Company)
                            Statements of Cash Flows
                                   (unaudited)

                                                                  Three Months Ending
                                                                        March 31,                   February 27, 1997
                                                          --------------------------------------     (Inception) to
                                                                2003                  2002           March 31, 2003
                                                          -----------------    -----------------    -----------------
<S>                                                       <C>                  <C>                  <C>
Cash flows from operating activities
Net (loss)                                                $        (476,072)   $        (620,360)   $      (3,862,402)
Depreciation and amortization                                         4,959                5,041              115,452
Shares issued for consulting services                                  --                   --              1,480,903
Shares issued for prepaid consulting services                          --                   --                200,000
Shares issued for legal fees                                           --                   --                100,000
(Loss) due to write down of fixed assets                               --                   --                 14,996
Prior period adjustment                                                --                   --                 61,000
Adjustments to reconcile net (loss) to
   net cash (used) by operating activities:
     (Increase) in security deposit                                    --                   --                 (8,326)
     (Increase) decrease in prepaid consulting services              11,250               22,500              (12,500)
     Increase in checks written in excess of cash                      --                    502                 --
     Increase (decrease) in accounts payable                          4,773              (16,180)              57,089
     Increase in accrued expenses                                   131,587              615,786              335,900
     (Decrease) in accrued payroll                                     --                (26,568)                --
     Increase in accrued executive compensation                     117,719               64,550            1,126,004
     Increase in contingent liabilties                                 --                   --                 13,127
                                                          -----------------    -----------------    -----------------
Net cash provided (used) by operating activities                   (205,784)              45,271             (378,757)
                                                          -----------------    -----------------    -----------------

Cash flows from investing activities
   Purchase of fixed assets                                          (7,596)             (15,720)             (36,957)
                                                          -----------------    -----------------    -----------------
Net cash (used) by investing activities                              (7,596)             (15,720)             (36,957)
                                                          -----------------    -----------------    -----------------

Cash flows from financing activities
   Convertible debt                                                    --                275,000              485,000
   Convertible debt - related party                                  (1,500)             (10,000)              60,500
   Increase in accrued interest                                      12,125                 --                 42,250
   Increase in accrued interest - related party                       1,012                  558                4,387
   Increase in line of credit                                       140,000                 --                260,000
   Issuance of common stock                                            --                   --                 44,828
   Donated capital                                                     --                   --                 20,100
   Decrease (increase) in deferred compensation                      77,631             (297,237)            (470,053)
                                                          -----------------    -----------------    -----------------
Net cash provided (used) by financing activities                    229,268              (31,679)             447,012
                                                          -----------------    -----------------    -----------------

Net increase (decrease) in cash                                      15,888               (2,128)              31,298
Cash - beginning                                                     15,410                2,128                 --
                                                          -----------------    -----------------    -----------------
Cash - ending                                             $          31,298    $            --      $          31,298
                                                          =================    =================    =================

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

Non-cash transactions:
   Number of shares issued for consulting services                     --                   --              3,289,250
                                                          =================    =================    =================
   Number of shares issued for legal fees                              --                   --                400,000
                                                          =================    =================    =================
   Number of shares issued to acquire technology                       --                   --             17,872,500
                                                          =================    =================    =================
</TABLE>

  The accompanying notes are an intergral 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, 2002 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 March 31,  2003,  the  Company  has not
recognized revenue to date and has accumulated operating losses of approximately
$3,862,402 since inception. 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 - Prepaid consulting fees

On February 28, 2002, the Company  entered into a consulting  agreement with Los
Alamos for a period of one year and paid Los Alamos a total of  $30,000.  During
the three  months  ended March 31,  2003,  the company  expensed  $5,000 and the
balance in prepaid consulting fees totaled $0.

On October 8, 2002, the Company executed a consulting agreement with Diversified
Global Holdings,  LLC for a period of 12 months.  As part of the agreement,  the
Company prepaid fees totaling  $25,000.  During the three months ended March 31,
2003, the company  expensed  $6,250 and the balance in prepaid  consulting  fees
total $12,500.

Note 4 - Fixed assets

The  Company  purchased  fixed  assets  in  the  amount  of  $7,596  during  the
three-month period ended March 31, 2003.  Depreciation  expense totaled $607 for
the three-month period ended March 31, 2003.

Note 5 - Acquired technology

As of March 31,  2002,  the Company had licensed  technology  designed to render
nuclear waste products  environmentally  harmless for a stated value of $87,000.
Amortization  expense totaled $4,350 for the three-month  period ended March 31,
2003.


                                       5
<PAGE>

                             Nuclear Solutions, Inc.
                          (a Development Stage Company)
                                      Notes


Note 6 - Accrued expenses

During the three month period ended March 31, 2003,  the Company paid a total of
$13,943  to an  individual  who is a  shareholder  of the  Company  for  accrued
expenses.

On January 13,  2003,  the Company  executed a consulting  agreement  with Patti
Bylund for a period of six months.  The Company will issue 50,000  shares of its
$0.0001 par value  common  stock valued at the fair market value of the services
of $19,500.

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.

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.

On February 1, 2003, the Company agreed to issue 50,000 shares to an individual
for consulting services.

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.

On February 17, 2003,  the Company  entered  into a one year  agreement  with an
individual to perform  consulting  advisory services for the Company 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 $45,000.

On March 6, 2003,  the  Company  entered  into a six month  agreement  with Greg
Wilson for legal  services  valued at $25,000 in exchange for 100,000  shares of
the Company's $0.0001 par value common stock.

On March  20,  2003,  the  Company  entered  into a three  week  agreement  with
Corporate Growth Consultants,  Inc. for consulting,  advisory and report writing
services valued at $4,950 in exchange for 15,000 shares of the Company's $0.0001
par value common stock.

On March 20, 2003,  the Company agreed to issue 30,000 shares of its $0.0001 par
value common stock to an individual.

As of March 31, 2003,  the Company has  authorized a total of 675,800  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 $220,530 to the above  individuals and
entities in the near future.

Note 7 - 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
March 31, 2003,  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.


                                       6
<PAGE>

                             Nuclear Solutions, Inc.
                          (a Development Stage Company)
                                      Notes

The Company had an Employment  Agreement  with Dr. Qi Ao, the vice  president of
research &  development,  whereby  the  Company is to pay Mr. Ao an annual  base
salary of $175,000  which  began on  November  15,  2001.  Also,  as part of the
agreement  he will  receive a $50,000  signing  bonus which is due by August 15,
2002 and has stock  options.  Mr. Ao has to choose either  170,000 shares of the
Company's  $0.0001  par value  common  stock or the option to  purchase  200,000
shares  of the  Company's  $0.0001  par  value  common  stock at $0.05 per share
exercisable over three years.  For the three-month  period ended March 31, 2003,
the wages  expensed was $43,750 and the amount paid in cash was  $13,510.  As of
March 31, 2003, the balance of accrued executive compensation was $155,720.

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 three-month  period ended March 31, 2003, the wages expensed was $37,500 and
the amount paid in cash was $3,450. As of March 31, 2003, the balance of accrued
executive  compensation was $198,525 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  appointed 6 individuals to the Company's  Executive  Advisory Board
for a term of 1  year.  Each  individual  is to  receive  20,000  shares  of the
Company's  $0.0001 par value  common  stock  valued at $63,000 and the option to
purchase 20,000 shares of the Company's $0.0001 par value common stock at $1 per
share  exercisable  over one year.  For the  three-month  period ended March 31,
2003, the amount accrued was $378,000 to be paid back with common stock.

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.  For
the three-month  period ended March 31, 2003, the wages expensed was $36,000 and
the amount paid in cash was $5,850. As of March 31, 2003, the balance of accrued
executive  compensation was $126,960 and at Mr. Joseph's discretion will be paid
back either in cash or common stock at a price of $1 per share. In addition,  on
October 15, 2002, the Company agreed to issue 1,000,000  shares of the Company's
$0.0001 par value  common  stock valued at the fair market value of the services
of $50,000. As of March 31, 2003, these shares have not been issued are included
in accrued executive compensation.

On January 23, 2002, 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
three-month  period ended March 31, 2003, the wages expensed was $30,000 and the
amount paid in cash was $6,721.  As of March 31,  2003,  the amount  accrued was
$74,132  and at Mr.  Dempsey's  discretion  will be paid back  either in cash or
common stock at a price of $1 per share.

Note 8 - Contingent liabilities

As of March 31, 2003,  the Company has accrued a total of $13,127 as  contingent
liabilities as related to expenses of the former  president of the Company,  Mr.
Paul Brown. The Company is currently negotiating with several entities to reduce
or eliminate this part of all of the accrued contingent liabilities.

Note 9 - Convertible debt

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.


                                       7
<PAGE>

                             Nuclear Solutions, Inc.
                          (a Development Stage Company)
                                      Notes

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.

As of March 31, 2003, the total amount due is $485,000 in principal and $42,250
in accrued interest.

Note 10 - Convertible debt - related party

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. During the year ended December 31, 2002, the Company paid GAI $10,000. As
of March 31, 2003,  the amount due is $4,000 in principal  and $1,700 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 March 31,  2003,  the amount due is $15,000 in  principal  and
$2,000 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.

In July 2002, the Company executed two promissory notes with Patrick Herda, vice
president of business development,  totaling $23,000. The notes bear an interest
rate of 10% per annum and are 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.  During the three month  period ended March 31, 2003,
the Company paid $1,500.  As of March 31, 2003,  the total amount due is $21,500
in principal and $1,725 in accrued interest.

As of March 31, 2003, the total amount due is $60,500 in principal and $4,387 in
accrued interest.

Note 11 - 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.  As of March 31,  2003,  the Company has  received a total of
$260,000.



                                       8
<PAGE>

Note 12 - Stock options

The Company has reserved  for issuance an aggregate of 120,000  shares of common
stock to six members of the Company's  Executive  Advisory Board for a period of
one year at an exercise price of $1 per share.

                          Three Months ended           Three Months ended
                            March 31, 2003               March 31, 2002
                    -----------------------------  ----------------------------
                                 Weighted Average              Weighted Average
                          Shares  Exercise Price       Shares   Exercise Price
                    -----------------------------  ----------------------------

Outstanding at
beginning of period          --            --               --            --
  Granted                 120,000   $      1.00          120,000   $      1.00
  Exercised                  --            --               --            --
  Lapsed or
  cancelled                  --            --               --            --
                      -----------   -----------      -----------   -----------
Outstanding at end
of period                 120,000   $      1.00          120,000   $      1.00
                      ===========   ===========      ===========   ===========

Options exercisable
at end of period
                                                         120,000       120,000

Options available
for future grant             --                             --

Weighted average
minimum fair value
of options granted
during the period            --                             --




The Company  accounts for  stock-based  compensation  using the intrinsic  value
method prescribed by Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees",  under which no compensation  cost for stock options
is recognized  for stock options  awards  granted at or above fair market value.
Had  compensation  expense for the Company's  Stock Option Plan been  determined
based  upon fair  values at the grant  dates for  awards  under  those  plans in
accordance with Statement of Financial Accounting Standards No. 123 ("SFAS 123")
"Accounting for Stock-Based  Compensation",  the Company's net loss available to
common stockholders would have been increased to the pro forma amounts indicated
below. Additional stock option awards are anticipated in future years.

                                       Three Months ended    Three Months ended
                                         March 31, 2003        March 31, 2002
                                       ------------------    ------------------
Net loss available
To common stockholders:

          As reported                  $         (476,072)   $         (620,360)
                                       ==================    ==================

          Pro Forma                    $         (596,072)   $         (740,360)
                                       ==================    ==================



                                        9
<PAGE>
<TABLE>
<CAPTION>

The  weighted  average  minimum fair value of options  granted  during the three
years in the three-month  period ended March 31, 2003,  estimated on the date of
grant  were  determined  using the  Black-Scholes  option-pricing  model and the
following  assumptions:  dividend  yield  of 0%,  expected  volatility  of 109%,
risk-free interest rate range of 5.81% to 6.09% depending on the grant date, and
an expected life of five years.

The  following  table  presents  summarized   information  about  stock  options
outstanding as of March 31, 2003.


                                 Options Outstanding                          Options Exercisable
                   -------------------------------------------------    --------------------------------
                                       Weighted
                                       Average                                              Weighted
   Exercise            Number         Remaining        Weighted              Number          Average
    Prices         Outstanding at    Contractual        Average          Outstanding at     Exercise
                       3/31/03           Life       Exercise Price          3/31/02           Price
---------------    -------------------------------------------------------------------------------------
<S> <C>                <C>              <C>              <C>                <C>               <C>

    $1.00              120,000          1 year           $1.00              120,000           $1.00
    =====              =======          ======           =====              =======           =====
</TABLE>

Note 13 - Related party transactions

The Company  issued  17,872,500  shares of its $0.0001 par value common stock to
Global  Atomics,  Inc., a company  controlled  by Paul M. Brown,  the  Company's
former president, pursuant to an Asset Purchase Agreement dated August 8, 2001.

On August 8, 2001, the Company entered into an Employment Agreement with Paul M.
Brown, it's former president,  whereby the Company is to pay Mr. Brown an annual
base salary of $250,000.

On September 1, 2001, the Company entered into an Employment  Agreement with Dr.
Qi Ao, the vice president of research &  development,  whereby the Company is to
pay Mr. Ao an annual base salary of $175,000.

On September 13, 2001,  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.

On October 1, 2001, an officer,  director and shareholder of the Company donated
capital for cash in the amount of $100.

On October  1,  2001,  the  Company  appointed  Bry  Behrmann  as the  licensing
specialist  of the Company  and the  director of  licensing  development  of the
Company and issued a total of 150,000  shares of its  $0.0001  par value  common
stock.

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, a company in the amount of $14,000. As of March 31, 2003, the balance
owed is $4,000.

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, a company in the amount of $15,000.



                                       10
<PAGE>

On December 14,  2001,  the Company  appointed 6  individuals  to the  Company's
Executive  Advisory  Board for a term of 1 year.  Each  individual is to receive
20,000 shares of the Company's  $0.0001 par value common stock valued at $63,000
and the option to  purchase  20,000  shares of the  Company's  $0.0001 par value
common  stock at $1 per  share  exercisable  over one year.  For the year  ended
December 31, 2002,  the amount  accrued was $378,000 to be paid back with common
stock.

During the year ended  December  31, 2001,  the former  president of the Company
donated  expenses in the amount of $20,000 to reduce the account  payable due to
Mr. Wilson for legal expenses.

On April 16, 2002, the Company  received  $20,000 from Jackie Brown, the wife of
the Company's former president.

In July 2002, the Company executed two promissory notes with Patrick Herda, vice
president of business development, totaling $23,000.

As of March 31,  2003,  the Company had a total of $115,370 in accrued  expenses
due to the officers and  directors of the Company for various  expenses paid for
on behalf of the Company.

Note 14 - Commitments

On September  11, 2001,  the Company  executed a License  Agreement  with Global
Atomics  Licensing,  Ltd.  (GALL),  a company  controlled by Paul M. Brown,  the
Company's  former  president.  This  agreement  allows  the  Company  to license
technology from GALL in exchange for royalties of 1.25% of gross revenue derived
with the use of the technology  and 15% of gross license  revenue for any master
license  agreements  signed  with  other  entities.  As of March  31,  2003,  no
royalties are due to GALL and no commissions are due from GALL.

On October 25, 2001, the Company executed a Consulting Agreement with Washington
Nuclear  for a term of six months  with a monthly  payment of $3,750  plus a $50
administrative  fee.  As of March  31,  2003,  no  payments  have  been  made to
Washington  Nuclear  and the  amounts due have been  properly  reflected  in the
balance sheet in accounts payable.

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.

On June 1, 2002, the Company began a  month-to-month  lease agreement for office
space.  The base monthly rent is $1,800 plus  additional  fees for occupying the
office space such as utilities,  telephone,  copies, postage, etc). On September
30,  2002,  the  Company  signed a one year lease  agreement  for  monthly  rent
totaling $2,800. The future minimum lease payments for 2003 are $22,400.  During
the three month  period  ended March 31,  2003,  the Company had rent expense of
$12,058.

On  November 8, 2002,  the  Company  executed a  consulting  agreement  with SAC
Management  for  consulting  services to be rendered for a period of one year in
exchange for 650,000 and an additional  250,000  shares of its $0.0001 par value
common stock are due once the Company is approved for trading on the AMEX or the
NASDAQ.

On November 13, 2002,  the Company  executed a scientific  consulting  agreement
with Dr. Boris  Muchnik for  consulting  services to be rendered for a period of
one year in exchange  for 300,000  shares of its $0.0001 par value  common stock
valued at $60,000 and $10,000 which was paid upon execution of the agreement.


                                                                              11
<PAGE>

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

         Plan of Operation
         -----------------
Introduction

Nuclear  Solutions,  Inc. is a  development  stage  nuclear  technology  company
engaged in research and development,  organizational  efforts,  raising capital,
and  commercialization  of  theoretical,  commercially  unproven and development
stage technologies.

The company intends to evaluate technologies in the following areas:

Nuclear   Waste    Remediation:Nuclear    Wastewater    Remediation   Technology
(GHR),Photonuclear Reactor System for Waste Transmutation

Nuclear Energy  Generation:Nuclear  Micropower  Generation for defense,aerospace
and  nanotechnology   applications,   Photonuclear  Reactor  System  for  energy
generation

Nuclear  Security and Defense  Applications:  Nuclear  Materials  Detection  and
Localization,  Micropower  Generation for Embedded Sensors, High Intensity Gamma
Laser systems

The  company's  plan of operation  for the next twelve  months is to continue to
identify,   evaluate,   research,   screen,   and  develop   innovative  nuclear
technologies.  Some of the  technologies we evaluate  originate  through our own
efforts and others are  acquired  from  outside  researchers  and  institutions.
Management favors assigning most of the company  resources towards  technologies
which have the  potential for revenue  generation in three years or fewer.  From
time-to-time,  in the interest of diversity,  the company will evaluate  certain
non-nuclear  technologies that relate to its main areas of interest.The criteria
used in the  selection of  technologies  is based on evaluating  the  commercial
potential of a  technological  idea and  assessing the  additional  research and
development  investment  required  to  bring  it to a  point  where  it  may  be
commercially exploited within three years(near-term commercialization).

The company mainly  assigns  resources to  technologies  that meet our near-term
commercialization  benchmarks.  Selected  technologies  that  do  not  meet  our
short-term criteria are secondarily allocated resources and will be developed as
long-term projects.  All technologies  selected by the company will be developed
as compartmentalized projects.

The company intends to generate revenues from joint-ventures, licensing fees, or
sales  of  individual  technologies.  We  believe  that our  nuclear  wastewater
remediation  technology could be ready for commercial  implementation during the
First  quarter  of 2004.  As one  example,  a joint  venture  employing  the GHR
technology to clean  stockpiles of nuclear  wastewater may consist of partnering
with an  environmental  remediation  firm  that  would  operate  GHR  processing
equipment,  supplied  under  contract by Nuclear  Solutions.  The water would be
treated and the customer e.g. U.S. government,  or nuclear power plant operator,
would pay a per gallon fee to remove the tritium from the water.  Other examples
would  be:  revenue  generation  through  collection  of  up-front  and  ongoing
licensing fees, or for others to incorporate,  operate, manufacture, or sell our
technology.  We  may  also  realize  revenue  from  the  outright  sale  of  any
technologies we are developing.

We will require  additional  financing to continue our planned operations during
2003.  Management believes that it will be able to raise the necessary financing
to continue  planned  operations.  There is no guarantee that we will be able to


                                       12
<PAGE>

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 technologies to the marketplace.

Over the past year, the company evaluated multiple technology opportunities that
we  think  have  distinct  value  to the  nuclear,  defense,  or  nanotechnology
industries.

The company  also opened a business  development  office in Moscow.  The Russian
office is responsible  for  identifying  licensable  technologies  and to secure
additional  research  capacity in within the  Russian  academic  and  scientific
establishment  as the  need  arises.  This is  being  done to  obtain  qualified
research facilities and additional business opportunities with a minimum cost to
the company.

Below are the  projects  the company is engaging  under  contract  with  outside
institutions.

GHR Process Nuclear Wastewater Treatment

Introduction

Our  proprietary  (trade  secret)  GHR  process  is  envisioned  as a low  cost,
portable,  modular nuclear  wastewater  processing  system.  The specific target
market for this  technology  is tritium  contaminated  water  (tritiated  water)
produced as a by-product of nuclear complex activities. 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.  We also  envision our GHR process
being used to remediate  tritiated  water  produced as a result of fusion energy
reactors. Fusion energy is not yet a commercial reality. However fusion reactors
are expected to produce tritiated water as a byproduct of operation if they ever
achieve commercial  viability.  We see the fusion market as a distant commercial
potential,  but an appropriate  market for the GHR system.  GHR is a proprietary
technology  intended for the removal of radioactive  contaminants from water. It
is a filterless  chemical-physical  non-nuclear reactor that can extract Tritium
and  Deuterium  from   contaminated   water.  Two  laboratory   prototypes  were
constructed  and operated  successfully.  We believe that our GHR technology can
compete with the two current  methods that are now used to deal with the tritium
contaminated   water:   a.)  storage  with   monitoring,   and  b.)   controlled
environmental release.

We believe the use of GHR technology will cost  significantly  less than what is
currently  spent  on  storage  and  monitoring.  GHR can  also  help  avoid  the
undesirable option of releasing tritiated water into the environment.

Our data  suggest  that  storage  costs  exceed  one-hundred  dollars  a gallon.
Potential  customers have indicated that a processing  cost between six to eight
dollars a gallon  would be  acceptable.  We believe the cost to treat water with
our GHR  technology  will be  significantly  lower than six to eight dollars per
gallon.  We cannot  guarantee  that  customers will pay six to eight dollars per


                                       13
<PAGE>

gallon for our services when our technology is ready for  commercialization.  We
also cannot guarantee our per-gallon costs and expected profit margins until our
commercial prototype processing unit is fully tested.

We plan to  commercialize  GHR technology  during the first quarter of 2004. Our
business  model is to  provide  a  remediation  service  via  partnerships  with
established waste management  companies.  We began marketing efforts in 2002 and
have received interest from potential customers and partners.  Presently we have
no formal contracts or agreemnts regarding these expressions of interest.

We  intend  to  continue  developmental  and  marketing  activities  for our GHR
wastewater treatment technology over the next twelve months. Our activities will
include:   prototype  testing  and  validation,   patent   applications,   field
demonstrations, and marketing.

In March 2002, the company entered into a research and licensing  agreement with
the Institute for Industrial  Mathematics,  Ltd. (IIM) for the  development  and
acquisition of GHR technology.

Under the terms of the agreement,  the Institute for Industrial Mathematics will
perform   research   whereby   optimal   parameters   and   system   design  for
commercial-grade industrial processing of nuclear wastewater are determined. The
Institute of Industrial  Mathematics  currently  estimates project completion by
the end of  2003.  On  completion  of the  project  with  IIM we will  obtain  a
completed  prototype  commercial  prototype  unit.  The prototype can be used to
demonstrate  the  principle  of operation  and validate the costs of  operation.
Under the terms of the contract,  IIM shall file patents covering GHR technology
to which, we will have the worldwide exclusive rights.

The company has funded  approximately  $125,000 of the $325,000 research fee due
to IIM.  Additional funds will be required for marketing and overhead  expenses.
We  intend  to  finance  this  project  through  the use of debt  and/or  equity
financing.  During the next year,  the  company  plans to seek out an  operating
partner for the commercialization  phase and will explore business opportunities
for to  implement  GHR  worldwide.  Management  intends  to  increase  marketing
activity as the program nears completion.

Photonuclear Reactor System

In February 2002, the company  contracted with Los Alamos National  Laboratories
to develop certain  computer  modeling codes useful to our modeling  efforts for
the photonuclear reactor system.

Over the course of the next year,  the company  intends to  continue  conceptual
development and computer modeling of a proprietary  photonuclear reactor system.
The goal of this  project is to develop a laser driven  reactor  system that can
transmute radioactive materials into non-radioactive  materials. This project is
considered long-term.

The development of two types of photonuclear reactor systems is envisioned.

A.)   Photonuclear  waste   transmutation   without  energy  recovery  is  being
      developed as a nuclear waste  treatment  system that could process various
      forms liquid and solid radioactive waste.


                                       14
<PAGE>

B.)   Photonuclear  waste  transmutation with energy recovery is being developed
      as a laser-driven  reactor system that could  transmute  nuclear waste and
      yield usable energy in the form of electricity. The goal of this system is
      to  develop a  photonuclear  reactor  system  that  produces  energy and a
      minimum amount of nuclear waste materials.

The development effort for the photonuclear  reactor over the next twelve months
will focus on the following areas.

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 March 31, 2003, 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.

Forward-Looking Statements

This Form 10-QSB  includes  "forward-looking  statements"  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange  Act of  1934,  as  amended.  All  statements,  other  than
statements of historical  facts,  included or  incorporated by reference in this
Form 10-QSB which address  activities,  events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof), expansion
and growth of the Company's business and operations,  and other such matters are
forward-looking  statements.  These statements are based on certain  assumptions
and analyses made by the Company in light of its  experience  and its perception
of historical  trends,  current  conditions and expected future  developments as
well as other factors it believes are appropriate in the circumstances. However,
whether  actual  results  or  developments   will  conform  with  the  Company's
expectations and predictions is subject to a number of risks and  uncertainties,


                                       15
<PAGE>

general economic market and business conditions;  the business opportunities (or
lack  thereof)  that may be presented to and pursued by the Company;  changes in
laws or regulation;  and other factors,  most of which are beyond the control of
the Company.

This  Form  10-QSB  contains   statements   that   constitute   "forward-looking
statements."  These  forward-looking  statements can be identified by the use of
predictive,  future-tense  or  forward-looking  terminology,  such as "intends",
"believes,"  "anticipates,"  "expects,"  "estimates," "plans," "may," "will," or
similar terms.  These statements appear in a number of places in this report and
include statements  regarding the intent,  belief or current expectations of the
Company,  its directors or its officers with respect to, among other things: (i)
trends affecting the Company's  financial condition or results of operations for
its limited history;  (ii) the Company's business and growth  strategies;  (iii)
the Internet and Internet  commerce;  and, (iv) the Company's  financing  plans.
Investors  are  cautioned  that  any  such  forward-looking  statements  are not
guarantees   of  future   performance   and   involve   significant   risks  and
uncertainties,  and  that  actual  results  may  differ  materially  from  those
projected in the forward-  looking  statements  as a result of various  factors.
Factors that could  adversely  affect actual  results and  performance  include,
among  others,  the  Company's  limited  operating  history,  dependence  on key
management,   financing   requirements,   technical   difficulties   building  a
commercially feasible nuclear waste remediating device,  government  regulation,
technological change and competition.  Consequently,  all of the forward-looking
statements made in this Form 10-QSB are qualified by these cautionary statements
and  there  can  be  no  assurance  that  the  actual  results  or  developments
anticipated by the Company will be realized or, even if substantially  realized,
that they will have the expected consequence to or effects on the Company or its
business or  operations.  The Company  assumes no obligations to update any such
forward-looking statements.

PART II-OTHER INFORMATION

Item 1.           Legal Proceedings.

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

Item 2.           Changes in Securities.

      Recent Sales of Unregistered Securities

      During  the  first  quarter  of 2003,  the  Company  offered  and sold the
following  securities  pursuant to a securities  transaction  exemption from the
registration requirements of the Securities Act of 1933, as amended.

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 common stock valued at $6,300.

      The shares issued above were issued in a private transactions  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.


                                       16
<PAGE>

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

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

Item 5.  Other Information

      None.

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

      (a)   Exhibits:

      99.1  Chief  Executive   Officer-Section  302  Certification  pursuant  to
            Sarbane-Oxley Act.

      99.2  Chief  Financial  Officer-  Section  302  Certification  pursuant to
            Sarbane-Oxley   Act.

      99.3  Chief  Executive   Officer-Section  906  Certification  pursuant  to
            Sarbane-Oxley Act.


      99.4  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 March 31,
2003.

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: May 14, 2003


NUCLEAR SOLUTIONS, INC.


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


                                       17