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

                                   FORM 10-KSB

(Mark One)

     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934 For the fiscal year ended December 31, 2002.


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


     Commission file number
                           ----------------



                             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., Suite 1000    Washington, D.C     20036
------------------------------------------------------------------------------
(Address of principal executive offices)                     (Zip Code)



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

        Securities Registered Pursuant of Section 12(b) of the Act: None

           Securities Registered Pursuant of Section 12(g) of the Act:
                         Common Stock, $0.0001 Par Value

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  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 [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B in this form, and no disclosure will be contained, to the best of
registrant's   knowledge,   in  definitive   proxy  or  information   statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment of
this Form 10-KSB. [ ]

The issuer had operating  revenues of $___0______for the year ended December 31,
2002.

This report  contains a total of ____ pages.  The Exhibit  Index appears on page
____.

As of December 31, 2002,  there were  22,489,250  shares of the issuer's  common
stock  outstanding.  The  aggregate  market  value of the shares of the issuer's
voting stock held by  non-affiliates  was $12,952,950 based on the low bid price
December  31,  2002 as  quoted on the OTC  Electronic  Bulletin  Board.  The sum
excludes  the  shares  held  by  officers,  directors,  and  stockholders  whose
ownership  exceeded 10% of the outstanding  shares at December 31, 2002, in that
such persons may be deemed  affiliates  of the Company.  This  determination  of
affiliate  status  is not  necessarily  a  conclusive  determination  for  other
purposes.

<PAGE>

Beckstead and Watts, LLP
------------------------
Certified Public Accountants                            3340 Wynn Road, Suite B
                                                             Las Vegas, NV 89102
                                                                    702.257.1984
                                                              702.362.0540 (fax)

                          INDEPENDENT AUDITORS' REPORT

Board of Directors
Nuclear Solutions, Inc.

We have audited the Balance Sheets of Nuclear Solutions, Inc. (the "Company") (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 and
for the period February 27, 1997 (Date of Inception) to December 31, 2002. These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit. The financial  statements of Nuclear  Solutions,  Inc. as of December
31, 2001,  were audited by G. Brad  Beckstead,  CPA,  sole  practitioner,  whose
report dated May 13, 2002, on those  statements  included an  explanatory  going
concern paragraph discussed in Note 3 to the financial statements.

We conducted our audit in accordance with generally  accepted auditing standards
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statement  presentation.   An  audit  also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Nuclear  Solutions,  Inc. (A
Development  Stage  Company) as of  December  31,  2002,  and the results of its
operations  and cash flows for the year then  ended and for the period  February
27, 1997 (Date of Inception) to December 31, 2002, 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 3 to the  financial
statements,  the  Company  has had  limited  operations  and have not  commenced
planned principal operations. This raises substantial doubt about its ability to
continue as a going  concern.  Management's  plan in regard to these  matters is
also  described  in  Note  3.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.



April 14, 2003

<PAGE>















                             Nuclear Solutions, Inc.
                          (A Development Stage Company)

                                 Balance Sheets
                                      as of
                           December 31, 2002 and 2001

                                       and

                            Statements of Operations,
                      Changes in Stockholders' Equity, and
                                   Cash Flows
                               for the years ended
                           December 31, 2002 and 2001,
                                       and
                                for the period of
                      February 27, 1997 (Date of Inception)
                                     through
                                December 31, 2002



<PAGE>









                                TABLE OF CONTENTS





                                                                            PAGE

Independent Auditors' Report                                                   1

Balance Sheets                                                                 2

Statements of Operations                                                       3

Statements of Changes in Stockholders' Equity                                  4

Statements of Cash Flows                                                       5

Footnotes                                                                      6


<PAGE>
<TABLE>
<CAPTION>


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


                                                                       December 31,
                                                                --------------------------
                                                                   2002           2001
                                                                -----------    -----------
<S>                                                             <C>            <C>
Current assets:
    Cash and equivalents                                        $    15,410    $     2,128
    Prepaid consulting fees                                          23,750        150,000
                                                                -----------    -----------
      Total current assets                                           39,160        152,128
                                                                -----------    -----------

Fixed assets, net                                                    10,069          3,690

Acquired technology, net                                             65,250         82,650

Security deposit                                                      8,326           --
                                                                -----------    -----------

                                                                $   122,805    $   238,468
                                                                ===========    ===========

Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
    Accounts payable                                            $    52,316    $    16,180
    Accrued expenses                                                204,313         51,015
    Accrued payroll                                                    --           26,568
    Accrued executive compensation                                1,008,285        917,942
    Contingent liabilities                                           13,127           --
                                                                -----------    -----------
      Total current liabilities                                   1,278,041      1,011,705

Long-term liabilities:
    Convertible debt                                                485,000           --
    Convertible debt - related party                                 62,000         29,000
    Accrued interest                                                 30,125           --
    Accrued interest - related party                                  3,375            242
    Line of credit                                                  120,000           --
                                                                -----------    -----------
      Total long-term liabilities                                   700,500         29,242

                                                                -----------    -----------
                                                                  1,978,541      1,040,947
                                                                -----------    -----------
Stockholders' (deficit):

    Preferred stock, $0.001 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 and 20,850,000 shares issued and
      outstanding at 12/31/02 and 12/31/01, respectively              2,249          2,085
    Additional paid-in capital                                    2,015,029        797,915
    Deferred compensation                                          (547,684)      (253,125)
    Prior period adjustment                                          61,000           --
    (Deficit) accumulated during development stage               (3,386,330)    (1,349,354)
                                                                -----------    -----------
                                                                 (1,855,736)      (802,479)
                                                                -----------    -----------

                                                                $   122,805    $   238,468
                                                                ===========    ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


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

                                                                                      February 27, 1997
                                                             For the years ended       (inception) to
                                                                 December 31,            December 31,
                                                         ----------------------------
                                                               2002            2001            2001
                                                         ------------    ------------    ------------
<S>                                                      <C>             <C>             <C>
Revenue                                                  $       --      $       --      $       --
                                                         ------------    ------------    ------------

Expenses:
   Depreciation & amortization                                 21,349          89,052         110,493
   Consulting fees                                            841,111         493,000       1,334,111
   Legal fees                                                  81,540          25,000         106,540
   Executive compensation - related party                     825,496         580,442       1,405,938
   General and administrative expenses                        219,226         130,667         381,236
                                                         ------------    ------------    ------------
     Total expenses                                         1,988,722       1,318,161       3,338,318
                                                         ------------    ------------    ------------

Other expenses:
   Interest expense                                           (30,125)           --           (30,125)
   Interest expense - related party                            (3,133)           (242)         (2,891)
   (Loss) due to write down of fixed assets                   (14,996)           --           (14,996)
                                                         ------------    ------------    ------------
     Total other expenses                                     (48,254)           (242)        (48,012)

Net (loss)                                               $ (2,036,976)   $ (1,318,403)   $ (3,386,330)
                                                         ============    ============    ============

Weighted average number of
   common shares outstanding - basic and fully diluted     21,236,446       9,920,356
                                                         ============    ============

Net (loss) per share - basic and fully diluted           $      (0.10)   $      (0.13)
                                                         ============    ============
</TABLE>



<PAGE>
<TABLE>
<CAPTION>


                             Nuclear Solutions, Inc.
                        [formerly Stock Watch Man, Inc.]
                          (a Development Stage Company)
             Statements of Changes in Stockholders' Equity (Deficit)


                                                                                         (Deficit)
                                                                                        Accumulated
                                      Common Stock          Additional                   Prior          During         Total
                                      ------------            Paid-in       Deferred       Period      Development    Stockholders'
                                   Shares        Amount       Capital     Compensation   Adjustment       Stage         Equity
                                -----------   -----------   -----------   -----------    -----------   -----------    -----------
<S>                               <C>         <C>           <C>           <C>            <C>           <C>            <C>
Balance forward

   December 31, 2000              2,127,500   $       213   $    44,687   $      --      $      --     $   (30,951)   $    13,949

July 2001
   Shares issued for legal          100,000            10         4,990          --             --            --            5,000

August 2001
   Shares issued for acquired
   technology                    17,872,500         1,787        85,213          --             --            --           87,000

September 2001
   Shares issued for services       200,000            20       201,980          --             --            --          202,000

September 2001
   Shares issued for services       100,000            10       100,990          --             --            --          101,000

September 2001
   Shares issued for services       250,000            25       199,975          --             --            --          200,000

September 2001
   Shares issued for services       200,000            20       139,980          --             --            --          140,000

October 2001
   Issued for services                 --            --            --        (337,500)          --            --         (337,500)

October 2001
   Donated capital - cash              --            --             100          --             --            --              100

December 2001
   Donated capital - expenses          --            --          20,000          --             --            --           20,000

December 2001
   Deferred compensation               --            --            --          84,375           --            --           84,375


Net (loss) for the year ended
   December 31, 2001                   --            --            --            --             --      (1,318,403)    (1,318,403)
                                -----------   -----------   -----------   -----------    -----------   -----------    -----------

Balance December 31, 2002         0,850,000         2,085       797,915      (253,125)          --      (1,349,354)      (802,479)

January 2002
   Issued for services              100,000            10        49,990       (50,000)          --            --             --

January 2002
   Issued for services              100,000            10        24,990          --             --            --           25,000

January 2002
   Issued for services              229,250            23       401,165      (401,188)          --            --             --

March 2002
   Deferred compensation               --            --            --         153,951           --            --          153,951

June 2002
   Deferred compensation               --            --            --         176,240           --            --          176,240

September 2002
   Issued for services              100,000            10        19,990       (20,000)          --            --             --

September 2002
   Deferred compensation               --            --            --         156,240           --            --          156,240

November 2002
   Issued for services              150,000            15       337,485          --             --            --          337,500

November 2002
   Issued for services              650,000            65       319,935      (320,000)          --            --             --

November 2002
   Issued for services              300,000            30        59,970       (60,000)          --            --             --

December 2002
   Issued for services                 --            --            --         (75,000)          --            --          (75,000)

December 2002
   Issued for services               10,000             1         3,589          --             --            --            3,590

December 2002
   Deferred compensation               --            --            --         145,198           --            --          145,198

December 2002
   Prior period adjustment             --            --            --            --           61,000          --           61,000

Net (loss) for the year ended
   December 31, 2002                   --            --            --            --             --      (2,036,976)    (2,036,976)
                                -----------   -----------   -----------   -----------    -----------   -----------    -----------

Balance December 31, 200        $22,489,250   $     2,249   $ 2,015,029   $  (547,684)   $    61,000   $(3,386,330)   $(1,855,736)
                                ===========   ===========   ===========   ===========    ===========   ===========    ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


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

                                                                                         February 27, 1997
                                                             For the years ended          (inception) to
                                                               December 31,                 December 31,
                                                            ----------------------------
                                                                  2002            2001            2002
                                                            ------------    ------------    ------------
<S>                                                         <C>             <C>             <C>
Cash flows from operating activities
Net (loss)                                                  $ (2,036,976)   $ (1,318,403)   $ (3,386,330)
Depreciation & amortization                                       21,349          89,052         110,493
Shares issued for consulting services                          1,037,903         443,000       1,480,903
Shares issued for prepaid consulting services                       --           200,000         200,000
Shares issued for legal fees                                      95,000           5,000         100,000
(Loss) due to write down of fixed assets                          14,996            --            14,996
Prior period adjustment                                           61,000            --            61,000
Adjustments to reconcile net (loss) to
   net cash provided (used) by operating activities:
       (Increase) decrease of security deposit                    (8,326)          2,250          (8,326)
       (Increase) decrease in prepaid consulting services        126,250        (150,000)        (23,750)
       Increase in accounts payable                               36,136          16,180          52,316
       Increase in accrued expenses                              153,298          51,015         204,313
       Increase (decrease) in accrued payroll                    (26,568)         26,568            --
       Increase in accrued executive compensation                174,718         833,567       1,008,285
       Increase in contingent liabilities                         13,127            --            13,127
                                                            ------------    ------------    ------------
Net cash provided (used) by operating activities                (338,093)        198,229        (172,973)
                                                            ------------    ------------    ------------

Cash flows from investing activities
   Purchase of fixed assets                                      (25,324)         (3,737)        (29,361)
                                                            ------------    ------------    ------------
Net cash (used) by investing activities                          (25,324)         (3,737)        (29,361)
                                                            ------------    ------------    ------------

Cash flows from financing activities
   Convertible debt                                              485,000            --           485,000
   Convertible debt - related party                               33,000          29,000          62,000
   Increase in accrued interest                                   30,125            --            30,125
   Increase in accrued interest - related party                    3,133             242           3,375
   Increase in line of credit                                    120,000            --           120,000
   Issuance of common stock                                         --              --            44,828
   Donated capital                                                  --            20,100          20,100
   (Increase) in deferred compensation                          (294,559)       (253,125)       (547,684)
                                                            ------------    ------------    ------------
Net cash provided (used) by financing activities                 376,699        (203,783)        217,744
                                                            ------------    ------------    ------------

Net increase (decrease) in cash                                   13,282          (9,291)         15,410
Cash - beginning                                                   2,128          11,419            --
                                                            ------------    ------------    ------------
Cash - ending                                               $     15,410    $      2,128    $     15,410
                                                            ============    ============    ============

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

Non-cash financing activities:
   Number of shares issued for consulting services             1,339,250         750,000       3,289,250
                                                            ============    ============    ============
   Number of shares issued for legal services                    300,000         100,000         400,000
                                                            ============    ============    ============
   Number of shares issued to acquire technology                    --        17,872,500      17,872,500
                                                            ============    ============    ============
</TABLE>
<PAGE>
                                    Nuclear
                                 Solutions, Inc.
                          (a Development Stage Company)
                                      Notes



Note 1 - History and organization of the company

The Company was organized  February 27, 1997 (Date of Inception)  under the laws
of the State of Nevada,  as Stock Watch Man,  Inc. The Company has  generated no
revenue and in accordance  with SFAS #7, the Company is considered a development
stage company.

On September  12, 2001,  the Company  amended its articles of  incorporation  to
change its name to Nuclear Solutions, Inc.

Note 2 - Accounting policies and procedures

Cash and cash equivalents
-------------------------
   For the purpose of the statements of cash flows, all highly liquid
   investments with an original maturity of three months or less are considered
   to be cash equivalents. There are no cash equivalents as of December 31, 2002
   or 2001.

Fixed assets
------------
   The cost of fixed assets is depreciated over the estimated useful life of the
   fixed assets utilizing the straight-line method of depreciation based on the
   following estimated useful lives:

             Office equipment                            5 years
             Computer equipment and software             5 years
             Furniture & fixtures                        7 years

Acquired technology
-------------------
     The cost of acquired technology is amortized over the estimated useful life
     of  the  acquired   technology   utilizing  the  straight-line   method  of
     amortization based on the estimated useful life of 5 years.

Revenue recognition
-------------------
     The Company  recognizes  revenue and related  costs of sales on the accrual
     basis.

Advertising costs
-----------------
     The Company  expenses  all costs of  advertising  as  incurred.  There were
     advertising  costs included in general and  administrative  expenses in the
     amount of $15,950 and $0 as of December 31, 2002 or 2001.

Use of estimates
----------------
     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenue  and  expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.


Fair value of financial instruments
-----------------------------------
     Fair  value  estimates  discussed  herein  are based  upon  certain  market
     assumptions  and  pertinent  information  available  to  management  as  of
     December  31,  2002 or 2001.  The  respective  carrying  value  of  certain
     on-balance-sheet  financial  instruments  approximated  their fair  values.
     These financial  instruments include cash and accounts payable. Fair values
     were assumed to approximate  carrying values for cash and payables  because
     they are short term in nature and their carrying  amounts  approximate fair
     values or they are payable on demand.

Impairment of long-lived assets
-------------------------------
     Long-lived  assets held and used by the Company are  reviewed  for possible
     impairment whenever events or circumstances indicate the carrying amount of
     an asset may not be recoverable or is impaired.  No such  impairments  have
     been identified by management at December 31, 2002 or 2001.


<PAGE>


Reporting on the costs of start-up activities
---------------------------------------------
     Statement of Position 98-5 (SOP 98-5),  "Reporting on the Costs of Start-Up
     Activities," which provides guidance on the financial reporting of start-up
     costs and organizational  costs, requires most costs of start-up activities
     and organizational costs to be expensed as incurred.  SOP 98-5 is effective
     for fiscal years  beginning  after December 15, 1998.  With the adoption of
     SOP 98-5,  there has been  little or no effect on the  Company's  financial
     statements.

Loss per share
--------------
     Basic loss per share is computed by dividing  the net loss by the  weighted
     average   number  of  common   shares   outstanding   available  to  common
     stockholders  during the  period.  The  weighted  average  number of common
     shares  outstanding  was  21,236,446  and  9,920,356  for the  years  ended
     December  31, 2002 and 2001,  respectively.  The  computation  for loss per
     common share, assuming dilution,  for the years ended December 31, 2002 and
     2001, was antidilutive,  and therefore is not included. Outstanding options
     as of December 31, 2002 totaled 120,000.

Dividends
---------
     The Company has not yet adopted any policy regarding  payment of dividends.
     No dividends have been paid or declared since inception.

Segment reporting
-----------------
     The Company follows  Statement of Financial  Accounting  Standards No. 130,
     "Disclosures About Segments of an Enterprise and Related  Information." The
     Company operates as a single segment and will evaluate  additional  segment
     disclosure requirements as it expands its operations.

Income taxes
------------
     The Company  follows  Statement of Financial  Accounting  Standard No. 109,
     "Accounting  for Income Taxes" ("SFAS No. 109") for recording the provision
     for income taxes.  Deferred tax assets and  liabilities  are computed based
     upon the difference between the financial statement and income tax basis of
     assets and liabilities  using the enacted marginal tax rate applicable when
     the  related  asset or  liability  is  expected  to be realized or settled.
     Deferred  income tax  expenses or benefits  are based on the changes in the
     asset or liability each period.  If available  evidence suggests that it is
     more likely than not that some  portion or all of the  deferred  tax assets
     will not be  realized,  a  valuation  allowance  is  required to reduce the
     deferred  tax  assets  to the  amount  that is more  likely  than not to be
     realized.  Future changes in such  valuation  allowance are included in the
     provision for deferred income taxes in the period of change.

     Deferred income taxes may arise from temporary  differences  resulting from
     income and expense items reported for financial accounting and tax purposes
     in  different  periods.   Deferred  taxes  are  classified  as  current  or
     non-current,  depending on the  classification of assets and liabilities to
     which they relate.  Deferred taxes arising from temporary  differences that
     are not  related  to an asset or  liability  are  classified  as current or
     non-current depending on the periods in which the temporary differences are
     expected to reverse.

Recent pronouncements
---------------------
     In July  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
     Associated with Exit or Disposal  Activities",  which  addresses  financial
     accounting  and  reporting  for  costs  associated  with  exit or  disposal
     activities and supersedes EITF No. 94-3, "Liability Recognition for Certain
     Employee   Termination  Benefits  and  Other  Costs  to  Exit  an  Activity
     (including  Certain  Costs  Incurred  in a  Restructuring)."  SFAS No.  146
     requires  that a liability for a cost  associated  with an exit or disposal
     activity be recognized when the liability is incurred. Under EITF No. 94-3,
     a  liability  for an exit cost was  recognized  at the date of an  entity's
     commitment  to an exit  plan.  SFAS  No.  146  also  establishes  that  the
     liability  should  initially be measured  and  recorded at fair value.  The
     provisions of SFAS No. 146 will be adopted for exit or disposal  activities
     that are initiated after December 31, 2002.


<PAGE>


     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
     Compensation--Transition  and  Disclosure--an  amendment  of SFAS No. 123."
     This  Statement   amends  SFAS  No.  123,   "Accounting   for   Stock-Based
     Compensation", to provide alternative methods of transition for a voluntary
     change  to the fair  value  based  method  of  accounting  for  stock-based
     employee  compensation.  In addition,  this statement amends the disclosure
     requirements  of SFAS No.  123 to  require  prominent  disclosures  in both
     annual and interim financial  statements about the method of accounting for
     stock-based  employee  compensation  and the effect of the  method  used on
     reported  results.  The  adoption of SFAS No. 148 is not expected to have a
     material  impact  on  the  company's   financial  position  or  results  of
     operations.

     In  November  2002,  the FASB issued  FASB  Interpretation  ("FIN") No. 45,
     "Guarantors   Accounting  and  Disclosure   Requirements   for  Guarantees,
     Including   Indirect   Guarantees   and   Indebtedness   of   Others",   an
     interpretation  of FIN No. 5, 57 and 107,  and  rescission  of FIN No.  34,
     "Disclosure  of Indirect  Guarantees  of  Indebtedness  of Others".  FIN 45
     elaborates  on the  disclosures  to be made by the guarantor in its interim
     and  annual  financial  statements  about  its  obligations  under  certain
     guarantees that it has issued. It also requires that a guarantor recognize,
     at the  inception  of a  guarantee,  a liability  for the fair value of the
     obligation undertaken in issuing the guarantee. The initial recognition and
     measurement   provisions  of  this   interpretation  are  applicable  on  a
     prospective basis to guarantees issued or modified after December 31, 2002;
     while,  the  provisions of the  disclosure  requirements  are effective for
     financial statements of interim or annual periods ending after December 15,
     2002. The company  believes that the adoption of such  interpretation  will
     not  have a  material  impact  on its  financial  position  or  results  of
     operations and will adopt such  interpretation  during fiscal year 2003, as
     required.

     In January  2003,  the FASB issued FIN No. 46,  "Consolidation  of Variable
     Interest  Entities",  an interpretation of Accounting Research Bulletin No.
     51. FIN No. 46 requires that variable  interest entities be consolidated by
     a company if that company is subject to a majority of the risk of loss from
     the  variable  interest  entity's  activities  or is  entitled to receive a
     majority of the entity's residual returns or both. FIN No. 46 also requires
     disclosures  about  variable  interest  entities  that  companies  are  not
     required to consolidate  but in which a company has a significant  variable
     interest.  The  consolidation   requirements  of  FIN  No.  46  will  apply
     immediately to variable  interest  entities created after January 31, 2003.
     The consolidation  requirements will apply to entities established prior to
     January 31, 2003 in the first fiscal year or interim period beginning after
     June 15, 2003.  The  disclosure  requirements  will apply in all  financial
     statements  issued after January 31, 2003.  The company will begin to adopt
     the provisions of FIN No. 46 during the first quarter of fiscal 2003.

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

     The Company accounts for stock-based awards to employees in accordance with
     Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
     Employees" and related  interpretations and has adopted the disclosure-only
     alternative  of FAS No. 123,  "Accounting  for  Stock-Based  Compensation."
     Options  granted  to  consultants,  independent  representatives  and other
     non-employees  are  accounted for using the fair value method as prescribed
     by FAS No. 123.

Year end
--------
     The Company has adopted December 31 as its fiscal year end.

Note 3 - Going concern

The Company's  financial  statements are prepared  using the generally  accepted
accounting  principles  applicable to a going concern,  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.   However,  the  Company  has  not  commenced  its  planned  principal
operations  and it has not  generated  any  revenues.  In  order to  obtain  the
necessary capital,  the Company is seeking equity and/or debt financing.  If the
financing does not provide sufficient capital,  some of the officers,  directors
or shareholders of the Company have agreed to provide sufficient funds as a loan
over the next twelve-month  period.  However,  the Company is dependent upon its
ability to secure equity and/or debt financing and there are no assurances  that
the  Company  will be  successful,  without  sufficient  financing  it  would be
unlikely for the Company to continue as a going concern.




Note 4 - Income taxes

The Company  accounts for income taxes under  Statement of Financial  Accounting
Standards  No.  109,  "Accounting  for Income  Taxes"  ("SFAS No.  109"),  which
requires use of the  liability  method.  SFAS No. 109 provides that deferred tax
assets and  liabilities  are recorded based on the  differences  between the tax
bases of  assets  and  liabilities  and their  carrying  amounts  for  financial
reporting purposes,  referred to as temporary  differences.  Deferred tax assets
and  liabilities  at the end of each period are  determined  using the currently
enacted tax rates applied to taxable income in the periods in which the deferred
tax assets and liabilities are expected to be settled or realized.

The provision for income taxes differs from the amount  computed by applying the
statutory  federal income tax rate to income before  provision for income taxes.
The sources and tax effects of the differences are as follows:

             U.S federal statutory rate      (34.0%)

             Valuation reserve                34.0%
                                              -----

             Total                               -%
                                             ======

As of December 31, 2002,  the Company has a net operating  loss carry forward as
follows:

                  Year              Amount           Expiration
               ----------         ----------         ----------
                  1997            $      830            2017
                  1998            $       36            2018
                  1999            $    1,366            2019
                  2000            $   28,719            2020
                  2001            $1,318,403            2021
                  2002            $2,036,330            2022

Note 5 - 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 year ended December 31, 2002, the company  expensed  $25,000 and the balance
in prepaid consulting fees total $5,000.

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 year ended December 31, 2002,
the company  expensed  $6,250 and the balance in prepaid  consulting  fees total
$18,750.

Note 6 - Fixed assets

As of December 31, 2002, the Company had the following fixed assets:

Office equipment                                      $ 1,587
Computer equipment & software                           7,154
Furniture & fixtures                                    2,450
Less: Accumulated depreciation                         (1,122)
                                                      -------
                                                      $10,069

The  Company  purchased  fixed  assets in the amount of $25,324  during the year
ended December 31, 2002.  Depreciation expense totaled $3,949 for the year ended
December 31, 2001. There was a loss on the write down of fixed assets of $14,996
during the year ended December 31, 2002.


<PAGE>


Note 7 - Acquired technology

On August 8, 2001,  the Company  entered  into an Asset  Purchase  Agreement  to
acquire   licensed   technology   designed  to  render  nuclear  waste  products
environmentally   harmless.   Pursuant  to  the  Agreement  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,  for a
stated value of $87,000. Amortization expense totaled $17,400 for the year ended
December 31, 2002.

Note 8 - Accrued expenses

As of December 31, 2002, the Company had a total of $129,313 in accrued expenses
due to the officers and  directors of the Company for various  expenses paid for
on behalf of the Company.

The Company executed a consulting agreement with Liebling & Malamut, LLC whereby
the Company owes a total of 250,000  shares of the  Company's  $0.0001 par value
common stock for services valued at $75,000.

Note 9 - Accrued executive compensation

The  Company  had an  Employment  Agreement  with  Paul  M.  Brown,  its  former
president,  whereby  the  Company is to pay Mr.  Brown an annual  base salary of
$250,000.  For the year ended  December 31, 2002,  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.

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  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 year ended December 31, 2002,
the amount accrued was $125,480.

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. For the year ended December 31, 2002, the amount accrued was
$164,475  and at Mr.  Herda's  discretion  will be paid  back  either in cash or
common stock at a price of $1 per share.

On October  1,  2001,  the  Company  appointed  Bry  Behrmann  as the  licensing
specialist of the Company and the director of licensing  development whereby the
Company  is to pay Mr.  Behrmann  an  annual  amount  of  150,000  shares of the
Company's  $0.0001 par value common stock valued at $337,500.  In October  2002,
the Company has decided not to renew the agreement.  For the year ended December
31, 2002,  the Company issued a total of 150,000 shares of its $0.0001 par value
common stock.

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.

<PAGE>


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 year
ended  December  31,  2002,  Mr.  Dempsey was paid  $59,147.  For the year ended
December  31,  2002,  the  amount  accrued  was  $50,834  and at  Mr.  Dempsey's
discretion will be paid back either in cash or common stock at a price of $1 per
share.



On February 1, 2002,  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 year ended  December  31,  2002,  the amount  accrued was
$96,810  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
December  31,  2002,  these  shares have not been issued are included in accrued
executive compensation.

Note 10 - Contingent liabilities

As of  December  31,  2002,  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 11 - 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.

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 December  31,  2002,  the total  amount due is $485,000 in  principal  and
$30,125 in accrued interest.

Note 12 - 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 December 31, 2002,  the amount due is $4,000 in principal and $600 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 December 31, 2002,  the amount due is $15,000 in principal and
$1,625 in accrued interest.

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

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


<PAGE>

As of December 31, 2002, the total amount due is $62,000 in principal and $3,375
in accrued interest.

Note 13 - 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 December 31, 2002,  the Company has received a total of
$120,000.

Note 14 - Stockholder's equity

The Company amended its Articles of  Incorporation on August 8, 2001 to increase
its authorized common stock to 100,000,000  shares and to decrease its par value
from $0.001 to $0.0001.  The number of shares  issued and  outstanding  has been
retroactively restated to reflect the changes.

On March 1, 1997, the Company issued  1,000,000  shares of its $0.0001 par value
common stock for services and organizational costs of $1,000.

On August 2, 1999,  the Company  issued  400,000 shares of its $0.0001 par value
common stock at $.005 per share for total cash of $2,000.

On March 31,  2000,  the  Company  completed  its Rule 504  offering  and issued
527,500 shares of its $0.0001 par value common stock at $.08 per share for total
cash of $42,200.

On September  27, 2000,  the Company  issued  200,000  shares of its $0.0001 par
value common stock for consulting services valued at $200.

On July 28, 2001,  the Company  issued  100,000  shares of its $0.0001 par value
common stock to Greg Wilson,  Esq., the Company's  legal  counsel,  for a stated
value of $5,000.

On August 8, 2001, the Company issued 17,872,500 shares of its $0.0001 par value
common stock to Global  Atomics,  Inc., a company owned solely by Paul M. Brown,
the Company's former president,  pursuant to an Asset Purchase  Agreement valued
at $87,000.

On September 1, 2001, the Company issued 200,000 shares of its $0.0001 par value
common stock to Smart Street, Inc. for consulting services valued at $202,000.

On September 1, 2001, the Company issued 100,000 shares of its $0.0001 par value
common  stock to Princeton  Research,  Inc. for  consulting  services  valued at
$101,000.

On September  14, 2001,  the Company  issued  250,000  shares of its $0.0001 par
value common stock to TJ Jesky, an individual, for consulting services valued at
$200,000.

On September  20, 2001,  the Company  issued  200,000  shares of its $0.0001 par
value common stock to Igor  Litopsky,  an individual,  for  consulting  services
valued at $140,000.

On October 1, 2001 the Company  agreed to issue 150,000  shares of the Company's
$0.0001 par value  common stock to Bry  Behrmann,  licensing  specialist  of the
Company and the director of licensing development, having a fair market value of
$337,500.  This amount is being amortized over a period of one year, the term of
appointment, and the unamortized amount was included in the accompanying balance
sheet as deferred compensation and accrued executive compensation.

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

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.

During  the  year  ended  December  31,  2001,  the  Company  reduced   deferred
compensation by $84,375.

On January 1, 2002,  the Company  issued 100,000 shares of its $0.0001 par value
common  stock to Mr.  Wilson for legal fees  totaling  $50,000.  This  amount is
included in deferred  compensation  and will be  amortized  over a period of six
months.


<PAGE>

On January 1, 2002,  the Company  issued 100,000 shares of its $0.0001 par value
common stock to Mr. Wilson for legal fees totaling $25,000.

On January 23, 2002, the Company issued 229,250 shares of the Company's  $0.0001
par value common stock to Scott Bleazard for consulting  services  valued at the
fair market  value stock of  $401,188.  This  amount is being  amortized  over a
period of eighteen  months,  the term of appointment and the unamortized  amount
was included in the accompanying balance sheet as deferred compensation.

During  the  period  ended  March  31,  2002,  the  Company   reduced   deferred
compensation by $153,951.

During the period ended June 30, 2002, the Company reduced deferred compensation
by $176,240.

On September  30, 2002,  the Company  issued  100,000  shares of its $0.0001 par
value common stock to Mr. Wilson for legal fees totaling $20,000. This amount is
included in deferred  compensation  and will be amortized  over a period of four
months.

During the period  ended  September  30,  2002,  the  Company  reduced  deferred
compensation by $156,240.

On November 8, 2002, the Company issued 150,000 shares of the Company's  $0.0001
par value common stock to Bry Behrmann in exchange for  cancellation of $337,500
of accrued executive compensation.

On November 8, 2002, the Company issued a total of 650,000 shares of its $0.0001
par value common stock in exchange for a one year consulting  agreement with SAC
Management valued at the fair market value of the services of $320,000.

On  November  13,  2002,  the  Company  issued a total of 300,000  shares of its
$0.0001 par value common stock to Dr. Boris Muchnik for  consulting  services to
be  rendered  for a period of one year  valued at the fair  market  value of the
services of $60,000.

On  December  19,  2002,  the  Company  agreed  to issue  250,000  shares of the
Company's  $0.0001  par  value  common  stock to  Liebling  &  Malamut,  LLC for
consulting services valued at the fair market value of services of $75,000. This
amount is being amortized over a period of six months,  the term of appointment,
and the  unamortized  amount was included in the  accompanying  balance sheet as
deferred compensation.

On December 20, 2002, the Company issued a total of 10,000 shares of its $0.0001
par value common stock to Diamond  Properties for rent valued at the fair market
value of the rental expenses of $3,590.

During  the period  ended  December  31,  2002,  the  Company  reduced  deferred
compensation by $145,198.

There have been no other issuances of common and/or preferred  stock.  Note 15 -
Stock options

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 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.

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.

<PAGE>
<TABLE>
<CAPTION>


                                            Year ended                                   Year ended
                                         December 31, 2002                            December 31, 2001
                               --------------------------------------    --------------------------------------------
                                                 Weighted Average                                Weighted Average
                                   Shares         Exercise Price                Shares            Exercise Price
                               --------------- ----------------------    --------------------- ----------------------

      Outstanding at
      beginning of period
<S>                                   <C>                      <C>                   <C>                     <C>
                                          --                     --                       --                     --
        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

                                           --                     --                         --                  --
</TABLE>




<PAGE>


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.



<PAGE>


                                   Year ended                     Year ended
                                December 31, 2002              December 31, 2001
                                -----------------             ------------------
      Net loss available
      To common stockholders:

                As reported        $(2,036,976)                   $(1,318,403)
                                   ============                   ============

                Pro Forma          $(2,156,976)                   $(1,438,403)
                                   ============                   ============


The  weighted  average  minimum fair value of options  granted  during the three
years in the period ended December 31, 2002, 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 December 31, 2002.


  Options Outstanding                          Options Exercisable
----------------------                        ---------------------

                               Weighted
                               Avergage                                 Weighted
Exercise       Number         Remaining      Weighted        Number      Average
 Prices    Outstanding at    Contractual      Average    Outstanding at Exercise
              12/31/02           Life     Exercise Price    12/31/02      Price
--------------------------------------------------------------------------------

 $1.00         120,000          1 year         $1.00        120,000       $1.00
 =====         =======          ======         =====        =======       =====

Note 16 - 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 December  31,  2002,  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.

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.

During the year ended  December 31, 2002,  the Company  executed two  promissory
notes with  Patrick  Herda,  vice  president of business  development,  totaling
$23,000.

As of December 31, 2002, the Company had a total of $129,313 in accrued expenses
due to the officers and  directors of the Company for various  expenses paid for
on behalf of the Company.

Note 17 - 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 December 31,  2001,  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 December  31,  2001,  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 March 28, 2002,  the Company  executed an investment  banking  agreement with
I-Capital  Investment  (IC). The Company paid $25,000 as a retainer and upon the
close of a financial deal will pay IC $125,000.  In additional,  IC will receive
50,000 shares of the Company's  $0.0001 par value common stock.  During the year
ended  December 31,  2002,  the IC has not  performed  based on the terms of the
agreement and have gone out of business. Since the Company is not going to issue
the 50,000 shares,  there was an adjustment to reduce accrued expenses to record
a prior period adjustment.


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 year ended December 31, 2002, the Company had rent expense of $54,925.

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.

Note 18 - Subsequent events

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, 2002,  the Company  issued  30,000  shares of its $0.0001 par value
common stock to an individual.