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

                                  FORM 10-KSB/A

(Mark One)

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004.

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


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


           Nevada                                         88-0433815
----------------------------------             --------------------------------
   (State of Incorporation)                    (IRSEmployerIdentification No.)



5505 Connecticut Ave., N.W. Ste.191.                        20015
------------------------------------               ---------------------
(Address of principal executive offices)                 (Zip Code)



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

        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, 2004.

This report contains a total of___ pages. The Exhibit Index appears on page ___.

As of December 31, 2004,  there were  36,598,646  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 $15,492,891 based on the low bid price
December  31,  2004 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, 2004, 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>

                             Nuclear Solutions, Inc.
                                   FORM 10-KSB
                                December 31, 2004


                                                                            Page
                                                                            ----
PART I.......................................................................

ITEM 1.  Description of Business.............................................
ITEM 2.  Description of Properties...........................................
ITEM 3.  Legal Proceedings...................................................
ITEM 4.  Submission of Matters to Vote of Security Holders...................

PART II......................................................................

ITEM 5.  Market for Common Equity, Related Stockholder Matters and Small
Business Issuer Purchases of Equity Securities...............................
ITEM 6.  Management's Discussion and Analysis or Plan of Operation...........
ITEM 7.  Financial Statements................................................
ITEM 8.  Changes In and Disagreements With Accounting and Financial
         Disclosure..........................................................
ITEM 8A. Controls and Procedures.............................................
ITEM 8B. Other Information...................................................

PART III.....................................................................

ITEM 9.   Directors, Executive Officers, Promoters, and Control
          Persons: Compliance with Section 16(a) of the Exchange Act........
ITEM 10.  Executive Compensation.............................................
ITEM 11.  Security Ownership of Certain Beneficial Owners and Management
          and Related Stockholder Matters....................................
ITEM 12.  Certain Relationships and Related Transactions.....................
ITEM 13.  Exhibits...........................................................
ITEM 14.  Principal Accounting Fees and Services.............................
SIGNATURES...................................................................
EXHIBIT INDEX................................................................


PART I

ITEM 1.           DESCRIPTION OF BUSINESS.

FORWARD-LOOKING STATEMENT NOTICE:

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

<PAGE>

         (a) Our Corporate History.  The Company was organized February 27, 1997
under the laws of the State of Nevada,  as Stock  Watch Man,  Inc,  an  internet
e-commerce  company.  We are a development stage company. On September 12, 2001,
the Company amended its articles of  incorporation to change its name to Nuclear
Solutions,  Inc. At that time, our primary business was the development of a new
type of nuclear reactor technology.  As of the date of this report, our business
is now focused on  commercial  product  technologies  for homeland  security and
defense, nanotechnolology applications and nuclear remediation.

         (b) Business of the Issuer.

SHIELDED NUCLEAR MATERIAL DETECTION/PORTABLE NUCLEAR WEAPON DETECTION

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

Radiation  emitted from weapons grade  Uranium and Plutonium is relatively  weak
and  easy  to  shield.  Identification  of  these  materials  with  conventional
radiation  detectors is unreliable  and in some cases not possible,  at all when
the radiation emitted from these materials is effectively shielded.

The  company  is  working  on funding  the  prototype  construction  of a highly
sensitive,  portable, low cost, and ruggedized detection device that responds to
minute  gravitational  gradient  anomalies.  These  disturbances are produced by
high-density nuclear materials such as Uranium and Plutonium.  Unlike radiation,
the force of gravity  cannot be  shielded  and is a unique new  concept  for the
detection  of  shielded  nuclear  weapons.  The  company is unaware of any other
device with similar targeted performance and size.

We have filed 3 patents  applications in 2004 concerning the technology for NWD.
The technical  details about the operation of this technology cannot be released
to the public at this time. Doing so would be considered a public disclosure and
preclude our ability to obtain patent protection on our technology. Furthermore,
it is  possible  that we may  choose  not to file a  patent  application  on the
technology if it is  determined to be contrary to the security  interests of the
United States.

NUCLEAR MICRO-BATTERIES

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

In November  2003,  the Company  entered into a licensing  option  agreement for
three  issued U.S.  patents  for nuclear  micro-battery  technology  (Pat.  Nos.
5,087,533;  6,118,204;  6,238,812)  with Jackie Brown.  The company  purchased a
one-year option to exclusively  license the  technology,  with an additional six
month  first  right of refusal,  in  exchange  for 100,000  shares of our common
stock.  The original option agreement and first right of refusal for those three
patents is currently  set to expire in June of 2005;  however,  we do anticipate
extending  that option  period  through the end of 2005.  When the company  does
choose to exercise  its rights under the  licensing  option  agreement,  we will
execute a license royalty  agreement for 7% of the after tax profits on the sale
or licensure of the technology to be paid to Ms. Brown.

It should be noted, that the three patents issued for the nuclear  micro-battery
technology (Pat. Nos. 5,087,533;  6,118,204; 6,238,812) have expired as a result
of non-payment of patent maintenance fees; however,  the company has engaged the
law firm of Greenberg and Lieberman, P.C. to make application for the revival of
those  patents and has paid all  outstanding  maintenance  fee. We are currently
developing the next generation of nuclear micro-battery  technology intellectual
property  that  could  render  the  previous  patents  obsolete.   However,  the
reinstatement  of the expired  patents would offer an additional  opportunity to
block our competition from this market.

Subsequent  to entering the licensing  option  agreement in November of 2003, we
began efforts to form  development  partnerships to assist in the development of
and to secure  government  funding for this  technology.  We have  initiated the
process  of  forming a teaming  arrangement  with  Lawrence  Livermore  National
Laboratories  to further  develop this  technology.  Previously,  we anticipated
finalizing a teaming relationship with Lawrence Livermore National  Laboratories
by the third quarter of 2004. This was not accomplished,  due to lack of working
capital to fund this development program in 2004. Management anticipates funding
and launching this teaming relationship in 2005.

Our nuclear  micro battery  technology  relies on the  application  of tritiated
amorphous  silicon as a  betavoltaic,  thin-film,  intrinsic  energy  conversion
device.  A betavoltaic  battery is a nuclear  battery that converts  energy from
beta particles released by a beta emitting  radioactive source, such as tritium,
into electrical power. Common semiconductor designs of betavoltaic batteries use
a  semiconductor  p-n junction  device that is either  directly  exposed to beta
decay (Lucent Technologies,  Betabatt) or is illuminated by photons created when
betas  strike  a  phosphor(Trace  Photonics,  Inc.).  These  common  betavoltaic
batteries suffer from technical  problems in that the directly  irradiated cells

<PAGE>

suffer material  degradation of the p-n junction  limiting the operating life to
days while the photo  conversion  systems are indirect and limited by efficiency
to less than 1%. A  limitation  of  conventional  betavoltaic  batteries  is the
self-absorption  of beta energy in the  radioactive  source itself.  In order to
reduce the self-absorption of beta energy we incorporate the radioactive isotope
into the lattice of a semiconductor.

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

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

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


TRITIATED WATER REMEDIATION PROJECT (TWR)


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

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

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

Our process is currently a proprietary trade secret owned by Nuclear  Solutions,
and being developed for us under contract by Boris Muchnik. During 2004 we filed
2 patent applications to secure the rights to the tritium remediation technology
and the technology is now patent  pending.  It is company policy not to disclose
the technical details of any of our patent pending technologies until the patent
issues.  Doing so would be  considered  a public  disclosure  and  preclude  our
ability  to obtain  patent  protection  on our  technology.  Furthermore,  it is
possible that we may choose not to file a patent  application  on the technology
if it is  determined  to be contrary  to the  security  interests  of the United
States.  TWR technology is a development stage  technology.  We cannot guarantee
that we will either receive any patents on the technology or that the technology
can be successfully commercialized.

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

Competition

Competition  in the fields in which the  company  is  developing  technology  is
complex.  We will be competing  with national  laboratories,  universities,  and
established  corporations  that may have  much  greater  access to  capital  and
marketing resources.

There are well-established  organizations within our business segments that have
both  name   recognition   and  histories  of   implemented   technologies.   In
nuclear-related  businesses,  the  competitive  field is  relatively  small  but
intense and can raise significant  barriers to entry.  Competition usually stems
from name recognition,  price, marketing resources,  and expertise.  Although we
have retained marketing and consulting expertise,  established competitors could
enter the market with new,  competing  technologies  at any time. Our ability to
complete will depend on the  capabilities of the  market-ready  technologies and
how well we will be able to market  these  technologies.  Additional  methods of
competition include prior track record of competing for government contracts and
experience, greater access to scientific and technical personnel, greater access
to  capital,  greater  access  to  technical  facilities,   and  name  or  brand
establishment.

The kind of  organizations  we compete  with are  national  laboratories  of the
United States and other  governments,  and the defense  industrial  complex with
competitors such as Lockheed-Martin,  General Atomics,  and Raytheon among other
similar companies.

During 2004, we did not generate any revenues from our products or  technologies
and  we  are  competing  against  companies  that  have  significantly   greater
financial, technical, political and human resources.

<PAGE>

Our Business:

Nuclear  Solutions,   Inc.  is  engaged  in  the  research,   development,   and
commercialization  of  innovative  product  technologies,  which  are  generally
early-stage, theoretical or commercially unproven. We operate a highly technical
business and our primary mission is to develop advanced product  technologies to
address  emerging  market  opportunities  in the  fields of  homeland  security,
nanotechnology, and nuclear remediation.

The company  operates its business by utilizing  technical  expertise to develop
innovative  and emerging  technologies  that we believe has  significant  market
potential.  We strive to develop technologies  identified as viable to the point
that  they  may  be  licensed,  joint-ventured  or  sold  to  an  industrial  or
governmental entity, or otherwise  commercialized.  We do not maintain technical
facilities  or a laboratory  of our own.  Our  business  model is to utilize the
technical  facilities and capabilities of appropriate outside laboratories under
contract to us when  appropriate.  By taking  advantage  of existing  technology
infrastructures, this preferred method of technology development reduces capital
investment costs and the length of time required to develop  technologies.  This
is  especially  important  in  light  of  the  extensive  requirements  for  the
government approval and safe handling and of nuclear materials.  Any development
efforts  contemplated or planned that involve nuclear  materials are intended to
be carried  out by an existing  and already  licensed  scientific  or  technical
facility through the establishment of a contractual relationship.  This approach
also  mitigates  the potential  liability  involved with the handling and use of
nuclear  materials.  We have identified  several facilities in the United States
and  abroad  that have the  capabilities  we may  require in the  future.  As an
example,  we may contract with or establish a teaming  relationship  with a U.S.
national  laboratory  such  as Los  Alamos  National  Labs,  Lawrence  Livermore
National  Labs,  or others that have a history and  willingness  to perform work
under  well-established  contracting  channels such as Cooperative  Research and
Development Agreements (CRADA) and Work for Others (WFO) agreements. Although we
believe this is adequate for our development purposes and preferable in the case
of  nuclear  material  handling,  we may choose to  operate  our own  laboratory
facility in the future, subject to available capital.

When a technology is deemed market ready, the company will offer it to potential
customers  for  commercial  licensing.  As  an  example,  after  the  successful
prototype  construction and operation of our shielded nuclear material detector,
we will  offer  the  sensor  system  to  companies  that  have  the  appropriate
experience  to  integrate  the  sensor  into a working  environment  to meet the
performance  criteria as required by the end user. We do not intend to establish
manufacturing  operations  of our own. Nor do we intend to  establish  extensive
marketing and distribution operations of our own. Our business model is centered
on the sale and/or licensing of our technologies through strategic  partnerships
with  companies  that  have  established  manufacturing,   sales  and  marketing
infrastructures.  By way of example,  companies that could be potential partners
for our shielded nuclear material detection technology may be:  Lockheed-Martin,
General Atomics, Raytheon and other such companies. Currently we do not have any
partnership agreements or material contracts with the aforementioned companies.

Our primary  role is to add value by initially  developing,  and  providing  the
enabling core  intellectual  property to our customers and partners.  Typically,
after  licensing,  we will remain  involved as a consultant  for the customer to
ensure  appropriate  technology  transfer to the customer and to assist with any
improvements  or   modification   that  may  be  needed  during  the  course  of
commercialization. This is a highly leveraged business model that is believed by
management to offer the greatest  advantages in terms of corporate  flexibility,
and  reduced  capital  requirements  compared  to  a  traditional  research  and
development  operation.  However,  management is opportunistic  and may consider
adopting a production  model if the right conditions are met. We will pursue all
avenues that will lead the commercialization of our technologies.

Since our business model is to establish  partnerships  during  development  and
ultimately as production  and marketing  partners for our  technologies,  we are
constantly  looking  for  and  evaluating   potential  strategic  partners.   We
especially require partnerships to take advantage of the business  opportunities
available  through  government  agencies such as the Homeland  Security Advanced
Projects Agency (HSARPA),  The Defense Advanced Research Projects Agency (DARPA)
and others. A partnering  relationship  with  experienced  companies that have a
positive  track  record of  providing  products or  services  to the  government
agencies  that are our  potential  customers in the related  field will probably
increase  the  likelihood  that we could  secure  money from the  government  to
develop one of our technologies for a specific government need.

The following is a general example of a technology development plan:

1.) A market opportunity is identified in an area of interest to us.

2.) A technical  assessment of the opportunity and existing related technologies
is performed with an appropriate  combination of in-house and outside  analysis.

3.) If the technical assessment indicates a viable market, research is performed
to identify and define an appropriate technology.

4.) The  technology  identified in the previous step is  reevaluated in light of
the expected  development  costs and market  opportunity.  A decision is made to
proceed  with   identified   technology,   suspend   development,   or  research
supplementary approaches.

5.)  Intellectual  property is secured through  initiation of the patent process
and/or  identified  technology is licensed.  Selected  technologies  may be kept
proprietary or trade secret.

6.)  Selected  technology  is  validated  by  an  appropriate  laboratory  under
contract.

7.) Once successfully validated,  the technology is then marketed to appropriate
entities for licensing or sale.  Depending on the technology being developed,  a
strategic  partnership  arrangement may be consummated at many different  points
along the development track.

The  company  intends  to  commercialize  our  technologies  through:  strategic
partners,  joint-venture partners, licensees, and other customers who will carry
out project implementation,  manufacturing,  end-user marketing activities,  and
deployment  of  our  technologies.  We  intend  to  generate  revenue  from  the
licensure, sale, and other usage agreements associated with our technologies.

<PAGE>

During  2004,  the  company  filed  two  U.S.  patent  applications  for our TWR
technology  that are  currently  pending;  and to date, we have filed three U.S.
patent applications for our Nuclear Weapons Detection  Technology.  Furthermore,
the company expects to file additional  patent  applications in 2005 for our TWR
technology,  Nuclear Weapons Detection Technology, and our Nuclear Micro Battery
Technology.

Our  general  business  activities  in  2004  included  the  establishment  of a
strategic  relationship with Multipartner,  S.P.A, and Italian Corporation,  for
consulting  and  developmental  services  in  Europe;  and as a  result  of this
relationship,  we now have access to offices in Rome,  Italy.  Currently  we are
poised to establish our European headquarters in Rome, Italy; and we have agreed
to lease office space, of which we expect the terms to be finalized prior to the
end of the second  quarter of 2005. Our new offices in Rome will serve as a base
for our  European  operations  from which we intend to market our  technologies,
explore  technologies  being developed in Europe, and utilize European technical
resources for technology development where applicable.

Additionally  in 2004,  we have worked with our  Russian  office and  scientific
advisory board to explore additional technology and developmental  opportunities
with the Russian  scientific  establishment.  We are currently  researching  the
expansion of our weapons  detection  technology  portfolio by investigating  the
acquisition  of rights to a Russian  developed  Improvised  Explosive  Detection
Technology; however, we have not yet completed our evaluation and discussions at
this point.  The evaluation  process and  discussions  regarding that technology
have been delayed as result of various foreign security concerns.

During  2003,  we  officially  entered the Homeland  Security  market with a new
technology  being  developed  under  contract  for  Nuclear  Solutions  by Boris
Muchnik,  one of our  scientific  consultants.  This  new  technology  is  being
developed to address the problem of detecting shielded nuclear materials so that
they may be intercepted in transit through United States borders.

In February,  2003, we began  business  development  operations  in Moscow.  The
Moscow office is staffed by Dr.  Alexander  Nigmatulin,  our Director of Russian
business  development.   The  Russian  office  is  responsible  for  identifying
licensable  technologies and to secure  additional  research capacity within the
Russian academic and scientific establishment as the need arises.  Additionally,
the Moscow office will contract with qualified research facilities and personnel
as well as assess any additional  business  opportunities  that may exist within
the Russian  scientific  and technical  infrastructure.  We initially  hired Dr.
Nigmatulin in February 2003 on a contingency basis. As of December 2003, we have
executed  a  comprehensive   twelve-month   consulting   contract  for  business
development,  scientific and research consulting services. The consideration for
these services over the course of the next twelve months is 1,000,000  shares of
our common  stock.  At present,  we have a shared  office  arrangement  with Dr.
Nigmatulin  at the  Moscow  Institute  of  Steel  and  Alloys  and do not have a
commitment or requirement for rent. We believe that this arrangement is adequate
for our needs and  activities  in  Russia.  During  the last  twelve  months our
Director of Russian Business Development,  assembled a scientific advisory board
consisting  of  Twenty-four   selected   scientists  from  a  wide  spectrum  of
disciplines  and  areas  of  expertise.   The  prominent  scientists  come  from
organizations  such as the Russian  Academy of  Sciences,  the  Russian  Defense
Industrial  complex,  and private and state owned R&D companies.  The scientists
have agreed to remain in standby mode until  presented with a specific  project.
The terms and conditions of a contractual consulting arrangement with a selected
scientist or group of  scientists  will be  negotiated  at that time. To date we
have not  activated  the  services of the  Russian  Scientific  Advisory  Board.
Currently our Moscow office is investigating various anti-terrorist technologies
and additional  tritiated water remediation methods developed within the Russian
scientific community.

In June of 2003,  Patrick  Herda, a director,  and previously  Vice President of
Business  Development  was  appointed  to the  position of  President  and Chief
Executive Officer by the board of directors. We devoted a significant portion of
our time to evaluating,  planning, and reorganizing the business strategy of the
company.  These  activities  were  undertaken  with the goal of structuring  the
company for the highest  probability of securing long-term  operating capital to
fund our operations.  We evaluated our portfolio of projects and technologies in
relation  to  the  following  criteria:   market  demand  and  trends,   capital
requirements,  government regulations,  time and effort to bring a technology to
market,  expected  time  to  return  revenue,   financeability,   our  available
resources,  and overall  synergism with other projects.  Our goal was to come up
with a corporate strategy and technology mix that would be the best fit with our
corporate  strengths.  In  addition  to this,  we wanted to reduce the number of
projects  we  were  pursuing,   streamline  operations,   and  reduce  operating
expenditures.

After careful  evaluation,  we determined that it would be in the company's best
interest to indefinitely suspend work on the photonuclear reactor technology and
any related or  derivative  projects.  We evaluated  potential  market demand in
light of current economic conditions and redirection of government  resources to
improving homeland security and those appropriated for military expenditures. We
concluded that until the economic situation improves greatly,  and the threat of
homeland terrorism is sufficiently mitigated,  and the country is no longer on a
wartime  stance,  a new type of nuclear  reactor  technology  would be extremely
difficult to fund,  develop,  and build.  As of April 5, 2004, we sent notice to
Global  Atomcs  Licensing,  Ltd.(GALL),  the  licensor  of the  technology,  and
unilaterally  terminated the license agreement which was originally  executed on
September 11, 2001. Currently no royalties or commissions are due to GALL.

Based upon our  evaluation,  we have  refocused  our business  objectives in the
previously mentioned areas of Homeland Security,  specifically  portable nuclear
weapon and shielded nuclear  material  detection,  Nanotechnology,  specifically
nuclear  micro  battery  technology,   and  nuclear  remediation,   specifically
tritiated water processing.  Over the next 12 months, we plan on raising working
capital  to fund  development  of  these  technological  areas  through  private
placements  of debt or  equity,  using  our  common  stock in lieu of cash,  and
applying for government grants, where appropriate.

Our  significant  assets  include our portfolio of  intellectual  property which
includes trade secrets and know-how in the areas of nuclear weapon detection via
gravitational  anomaly,  detritiation  of nuclear  wastewater;  and our  license
option  agreement for nuclear micro battery  technology  covered by U.S. Patents
Nos. 5,087,533;  6,118,204;  6,238,812, as well as our contractual  relationship
with our technical consultant Boris Muchnik.

<PAGE>

         Our Employees

We believe that the success of our business will depend, in part, on our ability
to  attract,   retain,  and  motivate  highly  qualified  sales,  technical  and
management  personnel,  and upon the continued  service of our senior management
and key sales and technical personnel.

We have three  executive  officers.  Patrick  Herda is the  President  and Chief
Executive Officer.  John Dempsey is the Vice President of Industry relations and
a director.  Jack Young is our Vice  President  for  Corporate  Development.  In
addition to the named officers, we retain the following independent  contractors
and   consultants:   2-  technical  and  scientific,   3-business   consultants,
1-lobbyist,  2-legal,  and  2-administrative.  Our  employees  are currently not
represented  by a  collective  bargaining  agreement,  and we  believe  that our
relations with our employees are good.

We cannot assure you that we will be able to successfully  attract,  retain, and
motivate a sufficient  number of qualified  personnel to conduct our business in
the future.

(e)   Risk Factors


Cautionary Factors that may Affect Future Results

We provide the  following  cautionary  discussion  of risks,  uncertainties  and
possible inaccurate assumptions relevant to our business and our products. These
are factors  that we think could cause our actual  results to differ  materially
from expected  results.  Other factors besides those listed here could adversely
affect us.

Trends, Risks and Uncertainties

The Company has sought to identify  what it believes to be the most  significant
risks to its business as discussed in "Risk Factors"  above,  but cannot predict
whether or not or to what extent any of such risks may be realized nor can there
be any assurances  that the Company has identified all possible risks that might
arise.  Investors  should  carefully  consider all of such risk  factors  before
making an investment decision with respect to the Company's common stock.

Limited operating history; anticipated losses; uncertainly of future results

The Company has only a limited operating history upon which an evaluation of the
Company  and  its  prospects  can be  based.  The  Company's  prospects  must be
evaluated with a view to the risks encountered by a company in an early stage of
development, particularly in light of the uncertainties relating to the business
model that the Company  intends to market and the  potential  acceptance  of the
Company's  business  model.  The  Company  will be  incurring  costs to develop,
introduce and enhance its products,  to establish  marketing  relationships,  to
acquire and develop  products that will complement  each other,  and to build an
administrative   organization.   To  the  extent  that  such  expenses  are  not
subsequently followed by commensurate revenues, the Company's business,  results
of operations  and financial  condition will be materially  adversely  affected.
There can be no assurance  that the Company will be able to generate  sufficient
revenues  from the sale of its products and services.  The Company  expects that
negative  cash  flow  from  operations  may  exist  for the next 12 months as it
continues to develop and market its products and services.  If cash generated by
operations is insufficient to satisfy the Company's liquidity requirements,  the
Company may be required to sell additional  equity or debt securities.  The sale
of additional  equity or convertible  debt securities would result in additional
dilution to the Company's shareholders.

Risk Factors:

INTELLECTUAL PROPERTY RIGHTS

The  company  regards  its  patents,   trademarks,   trade  secrets,  and  other
intellectual  property  (collectively,  the  "Intellectual  Property Assets") as
critical  to its  success.  The  company  relies on a  combination  of  patents,

<PAGE>

trademarks,  and trade secret and  copyright  laws,  as well as  confidentiality
procedures, contractual provisions, and other similar measures, to establish and
protect its Intellectual Property Assets.

We  generally  enter into  confidentiality  and  invention  agreements  with our
employees and  consultants.  However,  patents and  agreements and various other
measures we take to protect our intellectual property from use by others may not
be effective for various reasons, including the following:

Our  pending  patent  applications  may  not be  granted  for  various  reasons,
including  the  existence  of similar  patents  or defects in the  applications;
arties to the confidentiality and invention  agreements may have such agreements
declared  unenforceable  or, even if the agreements are enforceable,  may breach
such agreements;

The costs  associated  with  enforcing  patents,  confidentiality  and invention
agreements or other intellectual property rights may make aggressive enforcement
cost prohibitive;

Even if we  enforce  our  rights  aggressively,  injunctions,  fines  and  other
penalties may be insufficient to deter violations of our  intellectual  property
rights; and

Other persons may independently  develop proprietary  information and techniques
that,  although   functionally   equivalent  or  superior  to  our  intellectual
proprietary information and techniques, do not breach our patented or unpatented
proprietary rights.

Because  the value of our company and common  stock is rooted  primarily  in our
proprietary  intellectual  property,  our  inability to protect our  proprietary
intellectual  property or gain a  competitive  advantage  from such rights could
have a material adverse effect on our business.

In addition,  we may  inadvertently  be infringing on the proprietary  rights of
other  persons and may be required  to obtain  licenses to certain  intellectual
property  or other  proprietary  rights  from third  parties.  Such  licenses or
proprietary  rights may not be made available under acceptable terms, if at all.
If we do not obtain required licenses or proprietary  rights, we could encounter
delays in product  development or find that the  development or sale of products
requiring such licenses is foreclosed.

We anticipate  that any business model we develop will be subject to change.  At
this time it is impossible  for us to predict the degree to which demand for our
products  will evolve or whether any  potential  market will be large  enough to
provide any meaningful revenue or profit for us.

We have not generated any revenue from  operations  since our inception,  and we
have not been  profitable  since our inception.  Although we believe that we may
recognize  revenues  during  the next  twelve  months  based on  expressions  of
interest from third  parties,  there can be no assurances as to when and whether
we will be able to  commercialize  our products and technologies and realize any
revenues.  Our technologies have never been utilized on a large-scale commercial
basis.

We expect that we will  continue to generate  losses until at least such time as
we can  commercialize  our  technologies.  No assurance can be given that we can
complete the  development  of any technology or that, if any technology is fully
developed,  it can be manufactured and marketed on a commercially  viable basis.
Furthermore,  no assurance can be given that any technology  will receive market
acceptance.  Being a  development  stage  company,  we are  subject to all risks
inherent in the  establishment of a developing or new business.  Certain nuclear
technologies  we are  developing  may be  regulated  now or in the future by the
United States  Government and may subject to regulatory  requirements  or export
restrictions.

Management of Growth

The Company expects to experience growth in the number of employees  relative to
its current levels of employment and the scope of its operations. In particular,
the  Company  may  need to hire  scientists,  as well as  sales,  marketing  and
administrative personnel. Additionally, acquisitions could result in an increase
in employee  headcount and business  activity.  Such activities  could result in
increased responsibilities for management. The Company believes that its ability
to  attract,  train,  and retain  qualified  technical,  sales,  marketing,  and
management  personnel,  will be a critical factor to its future success.  During
strong  business  cycles,  the Company may experience  difficulty in filling its
needs for qualified personnel.

<PAGE>

The  Company's  future  success  will be highly  dependent  upon its  ability to
successfully  manage the expansion of its operations.  The Company's  ability to
manage and support its growth effectively will be substantially dependent on its
ability to implement  adequate  financial  and  management  controls,  reporting
systems,  and  other  procedures  and  hire  sufficient  numbers  of  financial,
accounting,  administrative,  and  management  personnel.  The Company is in the
process of establishing  and upgrading its financial  accounting and procedures.
There can be no assurance  that the Company  will be able to identify,  attract,
and retain experienced accounting and financial personnel.  The Company's future
operating  results  will depend on the ability of its  management  and other key
employees  to  implement  and  improve its  systems  for  operations,  financial
control,  and  information  management,  and to recruit,  train,  and manage its
employee  base.  There  can be no  assurance  that the  Company  will be able to
achieve or manage any such growth  successfully  or to  implement  and  maintain
adequate financial and management controls and procedures,  and any inability to
do so would have a material adverse effect on the Company's business, results of
operations, and financial condition.

The  Company's  future  success  depends  upon its ability to address  potential
market opportunities while managing its expenses to match its ability to finance
its operations. This need to manage its expenses will place a significant strain
on the Company's management and operational resources.  If the Company is unable
to  manage  its  expenses  effectively,   the  Company's  business,  results  of
operations, and financial condition may be materially adversely affected.

Risks associated with acquisitions

As a major  component of its business  strategy,  the Company expects to acquire
assets and  businesses  relating  to or  complementary  to its  operations.  Any
acquisitions  by  the  Company  would  involve  risks  commonly  encountered  in
acquisitions of companies.  These risks would include,  among other things,  the
following:  the Company could be exposed to unknown  liabilities of the acquired
companies; the Company could incur acquisition costs and expenses higher than it
anticipated;  fluctuations  in the  Company's  quarterly  and  annual  operating
results could occur due to the costs and expenses of acquiring  and  integrating
new businesses or technologies;  the Company could  experience  difficulties and
expenses  in   assimilating   the  operations  and  personnel  of  the  acquired
businesses;   the  Company's   ongoing  business  could  be  disrupted  and  its
management's  time and  attention  diverted;  the  Company  could be  unable  to
integrate successfully.

Liquidity and Working Capital Risks; Need for Additional Capital to
Finance Growth and Capital Requirements

We have had limited  working  capital and we are  relying  upon notes  (borrowed
funds) to operate. We may seek to raise capital from public or private equity or
debt sources to provide working  capital to meet our general and  administrative
costs until net revenues make the business self-sustaining.  We cannot guarantee
that we will be able to raise any such capital on terms  acceptable  to us or at
all. Such financing may be upon terms that are dilutive or potentially  dilutive
to our stockholders.  If alternative sources of financing are required,  but are
insufficient  or  unavailable,  we will be  required  to modify  our  growth and
operating plans in accordance with the extent of available funding.

New Business

We are a new  business and you should  consider  factors  which could  adversely
affect our ability to generate revenues,  which include, but are not limited to,
maintenance  of positive  cash flow,  which depends on our ability both to raise
capital and to obtain additional financing as required,  as well as the level of
sales revenues.

Potential fluctuations in quarterly operating results -

Our quarterly  operating results may fluctuate  significantly in the future as a
result  of a  variety  of  factors,  most of  which  are  outside  our  control,
including:  the demand for our  products;  seasonal  trends in  purchasing,  the
amount  and timing of  capital  expenditures  and other  costs  relating  to the
development  of our  products;  price  competition  or  pricing  changes  in the
industry;   technical   difficulties  or  system   downtime;   general  economic
conditions,  and economic  conditions specific to the healthcare  industry.  Our
quarterly  results  may also be  significantly  impacted  by the  impact  of the
accounting treatment of acquisitions,  financing  transactions or other matters.
Particularly  at our early stage of development,  such accounting  treatment can

<PAGE>

have a material  impact on the results  for any  quarter.  Due to the  foregoing
factors,  among others,  it is likely that our operating results will fall below
our expectations or those of investors in some future quarter.

Dependence Upon Management

Our future  performance and success are dependant upon the efforts and abilities
of our Management team,  Directors and key contractors.  If we lost the services
key members of management or other key employees before we could get a qualified
replacement, that loss could materially adversely affect our business. We do not
maintain key man life insurance on any of our Management.

Lack of Independent Directors

We  cannot  guarantee  that our  Board of  Directors  will  have a  majority  of
independent directors in the future. In the absence of a majority of independent
directors,  our executive  officers,  who are also  principal  stockholders  and
directors,   could  establish  policies  and  enter  into  transactions  without
independent review and approval thereof.  This could present the potential for a
conflict of interest between the Company and its stockholders  generally and the
controlling officers, stockholders, or directors.

Limitation of Liability and Indemnification of Officers and Directors

Our  officers  and  directors  are  required  to  exercise  good  faith and high
integrity in our  Management  affairs.  Our Articles of  Incorporation  provide,
however,  that  our  officers  and  directors  shall  have no  liability  to our
shareholders for losses  sustained or liabilities  incurred which arise from any
transaction in their respective managerial capacities unless they violated their
duty of loyalty, did not act in good faith, engaged in intentional misconduct or
knowingly  violated the law,  approved an improper dividend or stock repurchase,
or derived an improper  benefit from the  transaction.  Our Articles and By-Laws
also provide for the indemnification by us of the officers and directors against
any losses or liabilities they may incur as a result of the manner in which they
operate  our  business  or  conduct  the  internal  affairs,  provided  that  in
connection  with these  activities  they act in good faith and in a manner  that
they  reasonably  believe to be in, or not opposed to, the best interests of the
Company,  and their conduct does not constitute gross negligence,  misconduct or
breach  of  fiduciary   obligations.   To  further   implement   the   permitted
indemnification, we have entered into Indemnity Agreements with our officers and
directors.

Audit's Opinion Expresses Doubt About The Company's Ability To Continue As
a"Going Concern".

The independent auditor's report issued in connection with the audited financial
statements  of the company for the period ended  December  31,  2004,  expresses
"substantial doubt about its ability to continue as a going concern," due to the
Company's  status as a  development  stage  company and its lack of  significant
operations. If the Company is unable to develop its operations,  the Company may
have to cease to exist, which would be detrimental to the value of the Company's
common stock.  The Company can make no assurances  that its business  operations
will  develop  and  provide  the  Company  with  significant  cash  to  continue
operations.

Delays in the Introduction of Our Products

The Company may be subject to regulation by numerous  governmental  authorities.
Failure  to  obtain  regulatory  approvals  or delays  in  obtaining  regulatory
approvals by the Company,  its collaborators or licensees would adversely affect
the  marketing  of  products  developed  by the  Company,  as well as hinder the
Company's  ability  to  generate  product  revenues.  Further,  there  can be no
assurance  that the Company,  its  collaborators  or  licensees  will be able to
obtain  the  necessary  regulatory  approvals.  Although  the  Company  does not
anticipate  problems  satisfying any of the  regulations  involved,  the Company
cannot foresee the  possibility of new regulations  that could adversely  affect
the business of the Company.

Dependence on Independent Parties to Produce our Products

The Company may be  dependent  upon current and future  collaborations  with and
among independent  parties to research,  develop,  test,  manufacture,  sell, or
distribute  our  products.  The  Company  intends  to  continue  to rely on such
collaborative  arrangements.  Some of the risks and uncertainties related to the
reliance on such collaborations  include,  but are not limited to 1) the ability
to negotiate acceptable collaborative  arrangements,  2) the fact that future or

<PAGE>

existing  collaborative  arrangements may not be successful or may not result in
products  that are marketed or sold,  3) such  collaborative  relationships  may
actually  act to limit or restrict the Company,  4)  collaborative  partners are
free to pursue alternative  technologies or products either on their own or with
others,  including  the  Company's  competitors  5) the  Company's  partners may
terminate a  collaborative  relationship  and such  termination  may require the
Company to seek other partners,  or expend substantial  additional  resources to
pursue these activities  independently.  These efforts may not be successful and
may interfere with the Company's ability to manage,  interact and coordinate its
timelines and objectives with its strategic partners.

Government Regulation

Our  products  and   technologies  and  our  ongoing  research  and  development
activities  are  subject to  regulation  for  safety,  efficacy  and  quality by
numerous  governmental  authorities  in the United  States and other  countries.
Depending on the  technology,  regulatory  approvals  and  certification  may be
necessary from the Department of Transportation,  Department of Energy,  Nuclear
Regulatory Commission,  Environmental Protection Agency,  Department of Defense,
and other federal, state, or local facilities. Failures or delays by the company
or its  affiliates or licensees in obtaining the required  regulatory  approvals
would adversely  affect the marketing of products that the company  develops and
our ability to receive product revenues or royalties.

Limited Market Due To Penny Stock

The Company's stock differs from many stocks, in that it is a "penny stock." The
Securities  and  Exchange  Commission  has adopted a number of rules to regulate
"penny  stocks."  These rules  include,  but are not limited to,  Rules  3a5l-l,
15g-1,  15g-2,  15g-3,  15g-4,  15g-5,  15g-6 and 15g-7 under the Securities and
Exchange Act of 1934, as amended.  Because our  securities  probably  constitute
"penny stock"  within the meaning of the rules,  the rules would apply to us and
our securities.  The rules may further affect the ability of owners of our stock
to sell their securities in any market that may develop for them. There may be a
limited   market  for  penny   stocks,   due  to  the   regulatory   burdens  on
broker-dealers.  The market among dealers may not be active.  Investors in penny
stock  often are  unable to sell  stock  back to the  dealer  that sold them the
stock. The mark-ups or commissions  charged by the broker-dealers may be greater
than any profit a seller may make.  Because of large dealer  spreads,  investors
may be unable to sell the stock immediately back to the dealer at the same price
the dealer sold the stock to the  investor.  In some  cases,  the stock may fall
quickly in value.  Investors  may be unable to reap any profit  from any sale of
the  stock,  if they  can sell it at all.  Stockholders  should  be aware  that,
according to the Securities and Exchange  Commission  Release No. 34- 29093, the
market for penny stocks has suffered in recent years from  patterns of fraud and
abuse.  These patterns include:  - Control of the market for the security by one
or a few broker-  dealers that are often  related to the  promoter or issuer;  -
Manipulation of prices through  prearranged  matching of purchases and sales and
false and misleading  press releases;  - "Boiler room" practices  involving high
pressure sales tactics and unrealistic price projections by inexperienced  sales
persons;  -  Excessive  and  undisclosed  bid-ask  differentials  and markups by
selling broker- dealers;  and - The wholesale  dumping of the same securities by
promoters and broker-  dealers after prices have been  manipulated  to a desired
level,  along with the  inevitable  collapse  of those  prices  with  consequent
investor losses. Furthermore, the "penny stock" designation may adversely affect
the  development  of any public market for the Company's  shares of common stock
or, if such a market develops, its continuation.  Broker-dealers are required to
personally  determine  whether an  investment  in "penny  stock" is suitable for
customers.  Penny  stocks  are  securities  (i) with a price of less  than  five
dollars per share; (ii) that are not traded on a "recognized" national exchange;
(iii)  whose  prices  are not quoted on the NASDAQ  automated  quotation  system
(NASDAQ-listed  stocks must still meet  requirement  (i)  above);  or (iv) of an
issuer with net tangible  assets less than $2,000,000 (if the issuer has been in
continuous  operation for at least three years) or $5,000,000  (if in continuous
operation for less than three years),  or with average  annual  revenues of less
than $6,000,000 for the last three years. Section 15(g) of the Exchange Act, and
Rule 15g-2 of the Commission require  broker-dealers  dealing in penny stocks to
provide potential investors with a document disclosing the risks of penny stocks
and to obtain a manually signed and dated written receipt of the document before
effecting any transaction in a penny stock for the investor's account. Potential
investors  in the  Company's  common  stock are  urged to  obtain  and read such
disclosure  carefully before  purchasing any shares that are deemed to be "penny
stock." Rule 15g-9 of the Commission requires broker- dealers in penny stocks to

<PAGE>

approve the  account of any  investor  for  transactions  in such stocks  before
selling  any  penny  stock  to  that  investor.   This  procedure  requires  the
broker-dealer to (i) obtain from the investor information  concerning his or her
financial  situation,  investment  experience  and investment  objectives;  (ii)
reasonably  determine,  based on that  information,  that  transactions in penny
stocks are  suitable  for the  investor  and that the  investor  has  sufficient
knowledge and experience as to be reasonably  capable of evaluating the risks of
penny stock  transactions;  (iii) provide the investor with a written  statement
setting forth the basis on which the  broker-dealer  made the  determination  in
(ii) above;  and (iv) receive a signed and dated copy of such statement from the
investor,  confirming  that it  accurately  reflects  the  investor's  financial
situation,  investment  experience and investment  objectives.  Compliance  with
these requirements may make it more difficult for the Company's  stockholders to
resell their shares to third parties or to otherwise dispose of them.

Potential Inability of Officers to Devote Sufficient Time to the Operations of
the Business

Our officers are not currently being paid salaries. Unless we are able to secure
additional funding for operations, we cannot guarantee that they will be able to
continue to devote sufficient time to the operations of the business.

ITEM 2.           DESCRIPTION OF PROPERTY.

Our  principal   business  address  is  1025  Connecticut  Ave  NW,  Suite  1000
Washington,  DC 20036 and our principal  mailing address is 5505 Connecticut Ave
NW, #191, Washington, DC 20015.

We have arranged for temporary  facilities on a month-to month  agreement at our
new principal address whereby we can utilize office space, conference rooms, and
other  facilities  on an ad-hoc  basis.  The square  footage of the  facility is
approximately 8,000 Sq ft. and approximately 1,500 is shared. The annual cost is
approximately  $44,400.  We believe  that this is adequate for our purposes on a
temporary basis. We are investigating  locating to a larger office facility when
a suitable arrangement is made.

ITEM 3.           LEGAL PROCEEDINGS.

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

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 fourth  quarter of the fiscal
year covered by this report.

                                     PART II

ITEM 5.          MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
                 BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.

(a) Market Information.

         Our common stock trades  Over-the-Counter  (OTC) on the NASD Electronic
Bulletin  Board under the symbol  NSOL.  Table 1 sets forth the high and low bid
information for fiscal year 2003 and 2004. These quotations reflect inter-dealer
prices,  without retail  mark-up,  mark-down or commission and may not represent
actual transactions. These data provided by NASDAQ OTC BB Historic Data source.

Table 1.

Bid Information

Fiscal Quarter Ended                    Low            High

December 31, 2004                       0.45           1.98
September 30, 2004                      0.10           0.52
June 30, 2004                           0.15           0.38
March 31, 2004                          0.063          0.35

December 31, 2003                       0.094          0.07
September 30, 2003                      0.16           0.114
June 30, 2003                           0.40           0.33
March 31, 2003                          0.56           0.44

(a) Holders.

<PAGE>

         Our company has approximately 1,184 shareholders of its common stock as
of December 31, 2004 holding 36,598,646 common shares.

(b) Dividends.

         There  are no  restrictions  imposed  on the  Company  which  limit its
ability to declare or pay  dividends on its common  stock,  except for corporate
state law limitations.  No cash dividends have been declared or paid to date and
none are expected to be paid in the foreseeable future.

(c)      Recent Sales of Unregistered Securities

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

         The  securities  issued  above  were  issued in a  private  transaction
pursuant  to  Section  4(2) of the  Securities  Act of 1933,  as  amended,  (the
"Securities Act"). These shares are considered restricted securities and may not
be publicly resold unless  registered for resale with  appropriate  governmental
agencies or unless exempt from any applicable registration requirements.

(d)      Securities Authorized for Issuance under Equity Compensation Plans

The following table  summarizes our equity  compensation  plan information as of
December 31, 2004.  Information  is included for equity  compensation  plans not
approved by our security holders.

Table 1.

Equity Compensation Plan Information

<TABLE>
<CAPTION>
    ------------------------------ -------------------------- --------------------------- --------------------------

    Plan Category                  Number of  Securities  to  Weighted-average            Number   of    Securities
                                   be issued  upon  exercise  Exercise      price     of  remaining  available  for
                                   of  outstanding  options,  outstanding       options,  future   issuance   under
                                   warrants and rights        warrants, and rights        equity       compensation
                                                                                          plans          (excluding
                                                                                          securities  reflected  in
                                                                                          column (a)
                                              (a)                       (b)                           (c)
    ------------------------------ -------------------------- --------------------------- --------------------------
<S>                                 <C>                        <C>                             <C>
    Equity   Compensation   Plans
    approved by security holders                None                        None                        None
    ------------------------------ -------------------------- --------------------------- --------------------------
    Equity   Compensation   Plans   5,000,000(1)               $ 0.09                         -0-
    not   approved   by  security   5,000,000(2)               $ 0.12                         -0-
    holders                         4,000,000(3)               $ 0.30                     1,756,507
    ------------------------------ -------------------------- --------------------------- --------------------------
    Total                          14,000,000                  $ 0.16                     1,756,507
    ------------------------------ -------------------------- --------------------------- --------------------------
</TABLE>

<PAGE>

(1) On June 30, 2003, the company adopted the 2003 Non-Qualified Stock Grant and
Option Plan. The Plan reserved  5,000,000  shares.  The Plan was registered on a
Form S-8  registration  statement on July 28, 2003. The Plan is  administered by
our Board of Directors. Directors, officers, employees, consultants,  attorneys,
and others who  provide  services  to our  Company  are  eligible  participants.
Participants  are  eligible to be granted  warrants,  options,  common  stock as
compensation.  The weighted average price of shares issued under the Plan during
2004 is listed in column (b). We issued 1,081,726 shares to four consultants for
services provided to our company.

(2) On March 30 2004, the company adopted the 2004 Non-Qualified Stock Grant and
Option Plan. The Plan reserved  5,000,000  shares.  The Plan was registered on a
Form S-8  registration  statement on March 30, 2004. The Plan is administered by
our Board of Directors. Directors, officers, employees, consultants,  attorneys,
and others who  provide  services  to our  Company  are  eligible  participants.
Participants  are  eligible to be granted  warrants,  options,  common  stock as
compensation.  We issued  5,000,000 shares to thirteen  individual  comprised of
consultants,  attorneys and others who provided  services to our company  during
2004.

(3) On November 10, 2004, the company adopted the 2005 Non-Qualified Stock Grant
and Option Plan. The Plan reserved  4,000,000 shares. The Plan was registered on
a Form S-8  registration  statement  filed on  November  16,  2004.  The Plan is
administered  by  our  Board  of  Directors.   Directors,  officers,  employees,
consultants,  attorneys,  and others who  provide  services  to our  Company are
eligible  participants.  Participants  are  eligible  to  be  granted  warrants,
options,  common  stock as  compensation.  We  issued  2,071,601  shares  to six
individuals comprised of consultants, attorneys and others who provided services
to our company during 2004.


ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

When used in this Form 10-KSB and in our future  filings with the Securities and
Exchange  Commission,  the  words or  phrases  will  likely  result,  management
expects,  or we expect,  will  continue,  is  anticipated,  estimated or similar
expressions  are  intended to  identify  forward-looking  statements  within the
meaning of the Private  Securities  Litigation  Reform Act of 1995.  Readers are
cautioned not to place undue  reliance on any such  forward-looking  statements,
each of which speak only as of the date made.  These  statements  are subject to
risks and uncertainties,  some of which are described below.  Actual results may
differ  materially from historical  earnings and those presently  anticipated or
projected. We have no obligation to publicly release the result of any revisions
that may be made to any forward-looking statements to reflect anticipated events
or circumstances occurring after the date of such statements.


Plan of Operation

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

We have not generated any revenue from  operations  since our inception,  and we
have not been  profitable  since our inception.  Although we believe that we may
recognize  revenues  during  the next  twelve  months  based on  expressions  of
interest from third  parties,  there can be no assurances as to when and whether
we will be able to  commercialize  our products and technologies and realize any
revenues. Our technologies have never been utilized on a commercial basis.

We expect that we will  continue to generate  losses until at least such time as
we can  commercialize  our  technologies.  No assurance can be given that we can
complete the  development  of any technology or that, if any technology is fully
developed,  it can be manufactured and marketed on a commercially  viable basis.
Furthermore,  no assurance can be given that any technology  will receive market

<PAGE>

acceptance.  Being a  development  stage  company,  we are  subject to all risks
inherent in the  establishment of a developing or new business.  Certain nuclear
technologies  we are  developing  may be  regulated  now or in the future by the
United States  Government and may subject to regulatory  requirements  or export
restrictions.  We are also subject to additional  regulations concerning nuclear
technologies.  Some of the  technologies we develop may be subject to the Atomic
Energy Act of 1954.

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

Revenues

We are in the  development  stage  and have  generated  no  revenues  from  from
operations from our inception.

Costs and Expenses

From our  inception  through  December  31,  2004,  we have  incurred  losses of
$7,652,274 during this period.  These expenses were associated  principally with
equity-based  compensation  to employees and  consultants,  product  development
costs and professional services.

Liquidity and Capital Resources

As of December 31, 2004, we had a working  capital  deficit of $3,267,597.  As a
result of our operating losses from our inception  through December 31, 2004, we
generated a cash flow deficit of $ 947,448 from operating activities. Cash flows
used in investing  activities was $ 46,385 during the period  Feberaury 27, 1997
(date  of  Company's  inception)  through  December  31,  2004 . We met our cash
requirements  during this period  through  the private  placement  of $44,828 of
common stock, capital contributed of $20,100 and $1,004,925 from the issuance of
notes payable, net of repayments.

While we have raised capital to meet our working  capital and financing needs in
the past,  additional  financing  is  required  in order to meet our current and
projected  cash flow deficits from  operations and  development.  We are seeking
financing  in the form of  equity  in order to  provide  the  necessary  working
capital.  We currently have no commitments for financing.  There is no guarantee
that we will be successful in raising the funds required.

By adjusting its operations and  development  to the level of  capitalization  ,
management  belives it has suffucient  capital  resources to meet projected cash
flow deficits  through the next twelve months . However,  if thereafter,  we are
not successful in generating  sufficient liquidity from operations or in raising
sufficient  capital  resources,  on terms  acceptable  to us,  this could have a
material  adverse  effect on our business,  results of operations  liquidity and
financial condition.

Auditors'  opinion  expresses doubt about the Company's ability to continue as a
going concern : The indenpendent  auditors report on the company's  December 31,
2004  financial  statements  included  in this Form  states  that the  Company's
recurring  losses  raise  substantial  doubts  about the  Company's  ability  to
continue as a going concern.

Product Research and Development

We  anticipate  continuing to incur  research and  development  expenditures  in
connection with the development of nuclear  micro-battery  technology,  shielded
nuclear material  detector  technoogy,  tritiated water  remediation  technology
during the next twelve months. This includes, but is not limited to: $500,000 to
$1,000,000  for nuclear  micro-battery  technology,  approximately  $500,000 for
tritiated water remediation  technology,  and  approximately  $1,500,000 for the
shielded nuclear material detector technology.

<PAGE>

These  projected  expenditures  are dependent upon our  generating  revenues and
obtaining  sources of  financing in excess of our  existing  capital  resources.
There is no guarantee  that we will be successful in raising the funds  required
or generating  revenues  sufficient to fund the projected  costs of research and
development during the next twelve months.

Acquisition or Disposition of Plant and Equipment

We do not anticipate the sale of any  significant  property,  plant or equipment
during the next twelve  months.  We do not  anticipate  the  acquisition  of any
significant property, plant or equipment during the next 12 months.

Number of Employees

From our inception through the period ended December 31, 2004, we have relied on
the services of outside  consultants  for services and  currently  have one full
time  employee.  In order for us to attract  and retain  quality  personnel,  we
anticipate we will have to offer competitive salaries to future employees. We do
anticipate  our  employment  base will  increase  to  approximately  5 full time
employees  as some  contractors  convert to employee  status  during the next 12
months.  As we continue to expand,  we will incur additional cost for personnel.
This projected  increase in personnel is dependent upon our generating  revenues
and  obtaining  sources  of  financing.  There is no  guarantee  that we will be
successful in raising the funds  required or generating  revenues  sufficient to
fund the projected increase in the number of employees.

Inflation

The effect of  inflation  on our  operating  results  was not  significant.  Our
operations  are located in North America and there are no seasonal  aspects that
would  have  a  material  effect  on  our  financial  condition  or  results  of
operations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

ITEM 7.          FINANCIAL STATEMENTS.


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                       FINANCIAL STATEMENTS AND SCHEDULES

                           DECEMBER 31, 2004 AND 2003



                         FORMING A PART OF ANNUAL REPORT
                 PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934




                             NUCLEAR SOLUTIONS, INC.
                          (A development stage company)

<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                          (A development stage company)

                          Index to Financial Statements


-------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                          Page
<S>                                                                                                     <C>
Report of Independent Registered Certified Public Accounting Firm                                          F-3

Balance Sheets as of December 31, 2004 and 2003                                                            F-5
Statements  of Losses for the years ended  December 31, 2004 and 2003 and for the period  February
27, 1997 (date of inception) through December 31, 2004                                                     F-6
Statement  of  Deficiency  in  Stockholders'  Equity for the  period  February  27,  1997 (date of
inception) through December 31, 2004                                                                       F-7
Statements of Cash Flows for the  years ended December 31, 2004 and 2003 and for the period
February 27, 1997 (date of inception) through December 31, 2004                                            F-8
Notes to Financial Statements                                                                           F-9 to F-20
</TABLE>

<PAGE>

                    RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                          CERTIFIED PUBLIC ACCOUNTANTS

-------------------------------------------------------------------------------


        REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

Board of Directors
Washington, D.C.

      We have audited the accompanying balance sheet of Nuclear Solutions, Inc.,
(a development stage company) as of December 31, 2004 and the related statements
of losses, deficiency in stockholders equity, and cash flows for the year ended
December 31, 2004. These financial statements are the responsibility of the
company's management. Our responsibility is to express an opinion on the
financial statements based upon our audit.

      We have conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (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 statements. 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 provide 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) at December 31, 2004 and the results of its
operations and its cash flows for the year ended December 31, 2004, in
conformity with accounting principles generally accepted 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 the Note 3 to the
accompanying financial statements, the Company is in the development stage and
has not established a source of revenues. This raises substantial doubt about
the company's ability to continue as a going concern. Management's plan in
regard to these matters are also described in Note 33. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.


                                   /s/ RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                                   Russell Bedford Stefanou Mirchandani LLP
                                   Certified Public Accountants
     New York, New York
     May 18, 2005

<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board  of  Directors
Nuclear Solutions, Inc.
(a development stage company)
Las  Vegas,  Nevada

We  have  audited  the  Statements of Operations, Stockholders' Equity, and Cash
Flows  for  the  year  ended  December  31, 2003  of  Nuclear Solutions, Inc. (A
Nevada  Corporation) (A Development Stage Company).  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.

We  conducted  our audit in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States). 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 results of Nuclear Solutions,  Inc.'s operations and
cash flows for the year ended  December 31, 2003, in conformity  with  generally
accepted accounting principles in the United States of America.



Beckstead and Watts, LLP
Las Vegas, Nevada

April 16, 2004


                                      F-3
<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                          (A development stage company)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                              December 31,
                                                                                          2004              2003
<S>                                                                                  <C>               <C>
ASSETS
Current assets:
    Cash and cash equivalents                                                        $       76,020    $           26
    Deposits                                                                                     --               535
                                                                                     --------------    --------------
      Total current assets                                                                   76,020               561

Property and equipment, net of accumulated depreciation

of $10,423 and $5,118 at December 31, 2004 and 2003, respectively (Note 5)                   17,792            20,751


Other assets                                                                                  1,800                --
                                                                                     --------------    --------------

Total assets                                                                         $       95,612    $       21,312
                                                                                     ==============    ==============

LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable and accrued expenses                                            $    1,187,507    $      225,977
    Accrued executive compensation (Note 7)                                                 857,549           753,249
    Contingent liabilities (Note 8)                                                         214,000           205,600

    Convertible note payable-related parties (Note 9)                                        51,425                --

    Convertible note payable (Note 9)                                                     1,033,136                --
                                                                                     --------------    --------------
      Total current liabilities                                                           3,343,617         1,184,826

Long-term liabilities:
    Convertible debt                                                                             --           485,000
    Convertible debt-related party                                                               --            59,500
    Accrued Interest                                                                             --            78,625
    Accrued Interest-related party                                                               --             7,400
    Line of credit                                                                               --           408,500
                                                                                     --------------    --------------
      Total long term liabilities                                                                --         1,039,025


Commitments and contingencies (Note-12)                                                          --                --

(Deficiency in) stockholders' equity:
Preferred stock, par value: $0.001, authorized 10,000,000 shares; no shares issued
    and outstanding at December 31, 2004 and 2003 (Note 11)                                      --                --
Common stock, par value; $0.001, authorized 100,000,000 shares , 36,598,646 and
    28,441,211 shares issued and outstanding at December 31, 2004 and 2003,
    respectively (Note 11 )                                                                   3,660             2,844
Additional paid in capital (Note 11)                                                      4,786,346         3,294,207
Deferred compensation                                                                      (385,287)         (235,332)
Prior period compensation                                                                        --            61,000

(Deficit) accumulated during development stage                                           (7,652,724)       (5,325,258)
                                                                                     --------------    --------------

Total (deficiency in) stockholders' equity:                                              (3,248,005)       (2,202,539)
                                                                                     --------------    --------------
Total liabilities and (deficiency in) stockholders' equity:                          $       95,612    $       21,312
                                                                                     ==============    ==============
</TABLE>

                 See accompanying notes to financial statements


                                      F-5
<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                          (A development stage company)
                               STATEMENT OF LOSSES

<TABLE>
<CAPTION>
                                                    For the Year Ended December 31,      For the Period
                                                                                        February 27, 1997
                                                                                        (date of inception)
                                                    For the Year Ended December 31,   through December 31, 2004
                                                        2004            2003
                                                        ----            ----
<S>                                                   <C>              <C>                  <C>
           Operating Expenses:
           Executive compensation                     $    316,500     $    460,753         $  2,183,191
           Consulting                                    1,321,376        1,180,335            3,774,823
           Legal and professional fees                     379,300           53,974              539,814
           General and administrative expenses              55,910          122,096              559,241
           Depreciation and amortization                     5,306            3,995              102,394
           Impairment expense                                    -           65,250               97,646
                                                      ------------     ------------         ------------
                   Total Operating Expenses              2,078,392        1,886,403            7,257,109

              Loss from Operations                     (2,078,392)      (1,886,403)          (7,257,109)

           Other Income (Expenses):
           Interest expense                              (104,074)         (52,525)            (189,615)
           Finance cost                                  (206,000)                -            (206,000)
                                                      ------------     ------------         ------------
                 Total Other Income (Expenses)           (310,074)         (52,525)            (395,615)

           Loss before provision for income taxes      (2,388,466)      (1,938,928)          (7,652,724)


           Provision for taxes (Note 4)                          -                -                    -
                                                      ------------     ------------         ------------

           Net loss                                  $ (2,388,466)   $  (1,938,928)        $ (7,652,724)
                                                     ============    =============         ============

           Net loss per share
           Basic and diluted (Note 14)                 $    (0.08)      $    (0.09)                  n/a
                                                     ============    =============
           Weighted average number of common share

           outstanding , basic and diluted              31,344,080      21,449,871                   n/a
                                                     ============    =============
</TABLE>

                 See accompanying notes to financial statements


                                      F-6
<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                          (A development stage company)
                 STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
          FOR THE PERIOD FEBRUARY 27, 1997 (Date of Inception) THROUGH
                                DECEMBER 31, 2004

<TABLE>
<CAPTION>



                                                                                                Common StoAdditional
                                                     Date               Price      Shares      Amount  Paid - In Capital
                                                                                ----------------------------------------
<S>                                                 <C>                 <C>       <C>          <C>              <C>
Shares issued for services and  organization         March 1997           0.001     1,000,000      100              900
Net loss                                                                                    -        -                -
                                                                                ----------------------------------------
Balance, December 31, 1997                                                          1,000,000      100              900
Net loss                                                                                    -        -                -
                                                                                ----------------------------------------
Balance, December 31, 1998                                                          1,000,000      100              900
Shares issued for cash                               August, 1999         0.005       400,000       40            1,960
Net loss                                                                                    -        -                -
                                                                                ----------------------------------------
Balance, December 31, 1999                                                          1,400,000      140            2,860
Shares issued for cash                               March, 2000           0.08       527,500       53           41,647
Shares issued for services                           September, 2000      0.001       200,000       20              180
Net loss                                                                                    -        -                -
                                                                                ----------------------------------------
Balance, December 31, 2000                                                          2,127,500      213           44,687
Shares issued for services                           July, 2001            0.05       100,000       10            4,990
Shares issued for technology                         August, 2001         0.005    17,872,500    1,787           85,213
Shares issued for services                           September, 2001       0.86       750,000       75          642,925
Deferred compensation                                                                       -        -                -
Contributed capital                                                                         -        -              100
Expenses paid by shareholder                                                                -        -           20,000
Amortization of deferred compensation                                                       -        -                -
Net loss                                                                                    -        -                -
                                                                                ----------------------------------------
Balance, December 31, 2001                                                         20,850,000    2,085          797,915
Shares issued for services                           January, 2002         1.11       429,250       43          476,145
Shares issued for services                           September, 2002       0.20       100,000       10           19,990
Shares issued for services                           November, 2002        0.65     1,100,000      110          717,390
Shares issued for services                           December, 2002        0.36        10,000        1            3,589
Deferred compensation                                                                       -        -                -
Prior period adjustment                                                                     -        -                -
Amortization of deferred compensation                                                       -        -                -
Net loss                                                                                    -        -                -
                                                                                ----------------------------------------
Balance, December 31, 2002                                                         22,489,250    2,249        2,015,029
Shares issued for services                           May, 2003             0.32       595,000       59          188,991
                                                     June, 2003            0.38     1,120,000      112          427,888
                                                     July, 2003            0.23     1,500,000      150          344,640
                                                     September, 2003       0.15     1,000,000      100          149,900
                                                     October, 2003         0.11       787,177       79           86,321
                                                     November, 2003        0.08     1,050,784      105           81,428
Shares cancelled                                                                     (101,000)     (10)              10
Deferred compensation
Amortization of deferred compensation                                                       -        -                -
Net loss                                                                                    -        -                -
                                                                                ----------------------------------------
Balance, December 31, 2003                                                         28,441,211    2,844        3,294,207
Shares issued for services                           January, 2004         0.09       370,348       37           33,913
                                                     February, 2004        0.08       711,378       71           53,929
                                                     March, 2004           0.08       719,505       72           58,928
                                                     April, 2004           0.11       611,315       61           66,939
                                                     May, 2004             0.10       772,225       77           78,923
                                                     June, 2004            0.07       556,795       56           38,944
                                                     July, 2004            0.17       834,790       84          141,831
                                                     August, 2004          0.12       532,915       53           66,493
                                                     September, 2004       0.15        51,563        5            7,495
                                                     October, 2004         0.06       500,000       50           31,450
                                                     November, 2004        0.30     1,828,499      183          550,592
                                                     December, 2004        0.30       868,102       87          261,523
Shares cancelled                                                                     (200,000)     (20)         (27,380)
Adjust value                                                                                -        -           (5,668)
Fair value attributed to warrants issued with debt                                          -        -           60,000
Fair value attributed to warrants issued for services                                       -        -           74,227
Deferred compensation
Amortization of deferred compensation                                                       -        -                -
Net loss                                                                                    -        -                -
                                                                                ----------------------------------------
Balance, December 31, 2004                                                         36,598,646    3,660        4,786,346
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                                           Deficit
                                                                         Accumulated
                                                                           During
                                                      Deferred Equity    Development
                                                       Based Expense        Stage          Total
                                                     ------------------------------------------------
<S>                                                           <C>         <C>               <C>
Shares issued for services and  organization                         -               -         1,000
Net loss                                                             -            (830)         (830)
                                                     ------------------------------------------------
Balance, December 31, 1997                                           -            (830)          170
Net loss                                                             -             (36)          (36)
                                                     ------------------------------------------------
Balance, December 31, 1998                                           -            (866)          134
Shares issued for cash                                               -               -         2,000
Net loss                                                             -          (1,366)       (1,366)
                                                     ------------------------------------------------
Balance, December 31, 1999                                           -          (2,232)          768
Shares issued for cash                                               -               -        41,700
Shares issued for services                                           -               -           200
Net loss                                                             -         (28,719)      (28,719)
                                                     ------------------------------------------------
Balance, December 31, 2000                                           -         (30,951)       13,949
Shares issued for services                                           -               -         5,000
Shares issued for technology                                         -               -        87,000
Shares issued for services                                           -               -       643,000
Deferred compensation                                         (337,500)              -      (337,500)
Contributed capital                                                  -               -           100
Expenses paid by shareholder                                         -               -        20,000
Amortization of deferred compensation                           84,375               -        84,375
Net loss                                                             -      (1,318,403)   (1,318,403)
                                                     ------------------------------------------------
Balance, December 31, 2001                                    (253,125)     (1,349,354)     (802,479)
Shares issued for services                                                           -       476,188
Shares issued for services                                                           -        20,000
Shares issued for services                                                           -       717,500
Shares issued for services                                           -               -         3,590
Deferred compensation                                         (926,188)              -      (926,188)
Prior period adjustment                                              -          61,000        61,000
Amortization of deferred compensation                          631,629               -       631,629
Net loss                                                             -      (2,036,976)   (2,036,976)
                                                     ------------------------------------------------
Balance, December 31, 2002                                    (547,684)     (3,325,330)   (1,855,736)
Shares issued for services                                           -               -       189,050
                                                                     -               -       428,000
                                                                     -               -       344,790
                                                                     -               -       150,000
                                                                     -               -        86,400
                                                                     -               -        81,533
Shares cancelled                                                     -               -             -
Deferred compensation                                         (530,650)                     (530,650)
Amortization of deferred compensation                          843,002               -       843,002
Net loss                                                             -      (1,938,928)   (1,938,928)
                                                     ------------------------------------------------
Balance, December 31, 2003                                    (235,332)     (5,264,258)   (2,202,539)
Shares issued for services                                           -               -        33,950
                                                                     -               -        54,000
                                                                     -               -        59,000
                                                                     -               -        67,000
                                                                     -               -        79,000
                                                                     -               -        39,000
                                                                     -               -       141,915
                                                                     -               -        66,546
                                                                     -               -         7,500
                                                                     -               -        31,500
                                                                     -               -       550,775
                                                                     -               -       261,610
Shares cancelled                                                     -               -       (27,400)
Adjust value                                                         -               -        (5,668)
Fair value attributed to warrants issued with debt                   -               -        60,000
Fair value attributed to warrants issued for services                -               -        74,227
Deferred compensation                                         (866,418)                     (866,418)
Amortization of deferred compensation                          716,463               -       716,463
Net loss                                                             -      (2,388,466)   (2,388,466)
                                                     ------------------------------------------------
Balance, December 31, 2004                                    (385,287)     (7,652,724)   (3,248,005)
</TABLE>


                 See accompanying notes to financial statements


                                      F-7
<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                          (A development stage company)
                             STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                        For the Period
                                                                                      February 27, 1997
                                                                                      (date of inception)
                                                      For the Year Ended December 31,       through
                                                            2004            2003       December 31, 2004
                                                        ------------    ------------    ------------
<S>                                                     <C>             <C>             <C>
Cash flows from operating activities:
Net (loss)                                              $ (2,388,466)   $ (1,938,928)   $ (7,652,724)
Adjustments to reconcile net (loss)  to  cash used
in operating activities
Depreciation  and amortization (Note)                          5,306           3,995         119,794
Loss on write down of assets                                      --              --          14,996
Impairment of technology                                          --          65,250          65,250
Financing cost attributable to warrants                       60,000              --          60,000
Stock issued for services                                  1,316,069       1,592,125       4,141,413
Stock cancelled                                              (27,400)             --         (27,400)
Other                                                         (4,657)             --          (4,657)
Changes in operating assets and liabilities:
Decrease in prepaid expenses                                      --          23,750              --
(Increase) decrease in other assets                           (1,265)          7,791          (1,800)
Increase (decrease) accounts payable                         220,373          (9,710)        262,979
Increase in accrued expenses                                 639,917         171,531       1,028,888
Increase (decrease) in accrued executive compensation        104,300        (255,036)        857,549
Increase in accrued interest                                 102,239          52,525         188,264
                                                        ------------    ------------    ------------
Net cash provided by (used in) operating activities           26,416        (286,707)       (947,448)
                                                        ------------    ------------    ------------

Cash flows from investing activities:
Purchase of equipment                                         (2,347)        (14,677)        (46,385)
                                                        ------------    ------------    ------------
Net cash used in investing activities                         (2,347)        (14,677)        (46,385)
                                                        ------------    ------------    ------------

Cash flows from financing activities:
Capital contribution                                              --              --          20,100
Issuance of common stock                                          --              --          44,828
Payment of debt                                               (8,075)         (2,500)        (10,575)
Proceeds from issuance of debt                                60,000         288,500       1,015,500
                                                        ------------    ------------    ------------
Net cash provided by financing activities                     51,925         286,000       1,069,853
                                                        ------------    ------------    ------------

Net increase (decrease) in cash and cash equivalents          75,994         (15,384)         76,020
                                                                                        ------------
Cash and cash equivalents at beginning of the period              26          15,410              --
                                                        ------------    ------------    ------------
Cash and cash equivalents at end of the period          $     76,020    $         26    $     76,020
                                                        ============    ============    ============

Supplemental Disclosure of Cash Flows Information:
Cash paid during the period for interest                $         --    $         --    $         --
                                                        ============    ============    ============
Cash paid during the period for income taxes            $         --    $         --    $         --
                                                        ============    ============    ============

Accrued interest converted in to note payable           $     79,635    $         --    $     79,635
</TABLE>

                 See accompanying notes to financial statements


                                      F-8
<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 and 2003


NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

Nuclear Solutions, Inc. (the "Company") was organized February 27, 1997 under
the laws of the State of Nevada, as Stock Watch Man, Inc. 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.

Business:

Nuclear Solutions, Inc. is engaged in the research, development, and
commercialization of innovative product technologies, which are generally
early-stage, theoretical or commercially unproven. We operate a highly
technical business and our primary mission is to develop advanced product
technologies to address emerging market opportunities in the fields of
homeland security, nanotechnology, and nuclear remediation.

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, 2004 or 2003.

Concentrations of Credit Risk

Financial instruments and related items which potentially subject the Company to
concentrations of credit risk consist primarily of cash, cash equivalents. The
Company places its cash and temporary cash investments with credit quality
institutions.

Property and equipment

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

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

When assets are retired or otherwise disposed of, the cost and related
accumulated depreciation are removed and any resulting gain or loss is
recognized.

Intangible and Long-Lived Assets

The Company follows SFAS No. 144, "Accounting for Impairment of Disposal of
Long-Lived Assets", which established a "primary asset" approach to determine
the cash flow estimation period for a group of assets and liabilities that
represents the unit of accounting for a long lived asset to be held and used.
Long-lived assets to be held and used are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. The carrying amount of a long-lived asset is not
recoverable if it exceeds the sum of the undiscounted cash flows expected to
result from the use and eventual disposition of the asset. Long-lived assets to
be disposed of are reported at the lower of carrying amount or fair value less
cost to sell. There was $65,250 of impairment expense related to acquired
technology during the year ended December 31, 2003.

Revenue Recognition

Revenues are recognized in the period that services are provided. For revenue
from product sales, the Company recognizes revenue in accordance with Staff


                                      F-9
<PAGE>

Accounting Bulletin No. 104, REVENUE RECOGNITION ("SAB104"), which superceded
Staff Accounting Bulletin No. 101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS
("SAB101"). SAB 101 requires that four basic criteria must be met before revenue
can be recognized: (1) persuasive evidence of an arrangement exists; (2)
delivery has occurred; (3) the selling price is fixed and determinable; and (4)
collectibility is reasonably assured. Determination of criteria (3) and (4) are
based on management's judgments regarding the fixed nature of the selling prices
of the products delivered and the collectibility of those amounts. Provisions
for discounts and rebates to customers, estimated returns and allowances, and
other adjustments are provided for in the same period the related sales are
recorded. The Company defers any revenue for which the product has not been
delivered or is subject to refund until such time that the Company and the
customer jointly determine that the product has been delivered or no refund will
be required. Payments received in advance are deferred.

SAB 104 incorporates Emerging Issues Task Force 00-21 ("EITF 00-21"),
MULTIPLE-DELIVERABLE REVENUE ARRANGEMENTS. EITF 00-21 addresses accounting for
arrangements that may involve the delivery or performance of multiple products,
services and/or rights to use assets. The effect of implementing EITF 00-21 on
the Company's consolidated financial position and results of operations was not
significant.

Advertising costs

The Company expenses all costs of advertising as incurred. There were no
advertising costs included in general and administrative expenses for the years
ended December 31, 2004 or 2003.


Use of Estimates


The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting periods. Actual
results could differ from those estimates.


Fair Value of Financial Instruments


The carrying amounts of certain financial instruments, including cash, accounts
payable and accrued expenses, settlement payable and notes payable approximate
their fair value as of December 31, 2004 because of the relatively short-term
maturity of these instruments.


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 and diluted loss per common share for all periods presented is computed
based on the weighted average number of common shares outstanding during the
year as defined by SFAS No. 128, "Earnings Per Share". The assumed exercise of
common stock equivalents was not utilized since the effect would be
anti-dilutive. At December 31, 2004 and 2003, the Company had 12,132,015 and
636,167 potentially dilutive securities.


                                      F-10
<PAGE>

Comprehensive Income

Statement of Financial Accounting Standards No. 130 ("SFAS 130"), "Reporting
Comprehensive Income," establishes standards for reporting and displaying of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
130 requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. The Company does not have any items of comprehensive
income in any of the periods presented.

Segment Information

Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information" ("SFAS 131") establishes standards for
reporting information regarding operating segments in annual financial
statements and requires selected information for those segments to be presented
in interim financial reports issued to stockholders. SFAS 131 also establishes
standards for related disclosures about products and services and geographic
areas. Operating segments are identified as components of an enterprise about
which separate discrete financial information is available for evaluation by the
chief operating decision maker, or decision-making group, in making decisions
how to allocate resources and assess performance. The information disclosed
herein materially represents all of the financial information related to the
Company's principal operating segment.

Income Taxes


The Company accounts for income taxes under the Financial Accounting Standard
Board ("FASB") SFAS No. 109, "Accounting for Income Taxes" ("Statement 109").
Under Statement 109, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax basis. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. Under
Statement 109, the effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment
date.

Stock Based Compensation

SFAS No. 123, "Accounting for Stock-Based Compensation," establishes and
encourages the use of the fair value based method of accounting for stock-based
compensation arrangements under which compensation cost is determined using the
fair value of stock-based compensation determined as of the date of the grant or
the date at which the performance of the services is completed and is recognized
over the periods in which the related services are rendered. The statement also
permits companies to elect to continue using the current intrinsic value
accounting method specified in Accounting Principles Board ("APB") Opinion No.
25, "Accounting for Stock Issued to Employees," to account for stock-based
compensation to employees. We have elected to use the intrinsic value based
method for grants to our employees and directors and have disclosed the pro
forma effect of using the fair value based method to account for our stock-based
compensation to employees. The Company does not have any awards of stock-based
employee compensation issued and outstanding at December 31, 2004 and 2003.

The Company uses the fair value method for equity instruments granted to
non-employees and uses the Black Scholes model for measuring the fair value. The
stock based fair value compensation is determined as of the date of the grant or
the date at which the performance of the services is completed (measurement
date) and is recognized over the periods in which the related services are
rendered.

On December 16, 2004, the Financial Accounting Standards Board (FASB) issued
FASB Statement No. 123R (revised 2004), "Share-Based Payment" which is a
revision of FASB Statement No. 123, "Accounting for Stock-Based Compensation".
Statement 123R supersedes APB opinion No. 25, "Accounting for Stock Issued to
Employees", and amends FASB Statement No. 95, "Statement of Cash Flows".
Generally, the approach in Statement 123R is similar to the approach described
in Statement 123. However, Statement 123R requires all share-based payments to
employees, including grants of employee stock options, to be recognized in the
income statement based on their fair values. Pro-forma disclosure is no longer


                                      F-11
<PAGE>

an alternative. On April 14, 2005, the SEC amended the effective date of the
provisions of this statement. The effect of this amendment by the SEC is that
the Company will have to comply with Statement 123R and use the Fair Value based
method of accounting no later than the first quarter of 2006. Management has not
determined the impact that this statement will have on Company's consolidated
financial statements.

Liquidity

As shown in the accompanying financial statements, the Company has incurred a
net loss of $2,388,466 and $1,938,926 during the years ended December 31, 2004
and 2003, respectively. Consequently, its operations are subject to all risks
inherent in the establishment of a new business enterprise.


New Accounting Pronouncements

In November 2004, the Financial Accounting Standards Board (FASB) issued SFAS
151, Inventory Costs-- an amendment of ARB No. 43, Chapter 4. This Statement
amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify
the accounting for abnormal amounts of idle facility expense, freight, handling
costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4,
previously stated that ". . . under some circumstances, items such as idle
facility expense, excessive spoilage, double freight, and rehandling costs may
be so abnormal as to require treatment as current period charges. . . ." This
Statement requires that those items be recognized as current-period charges
regardless of whether they meet the criterion of "so abnormal." In addition,
this Statement requires that allocation of fixed production overheads to the
costs of conversion be based on the normal capacity of the production
facilities. This Statement is effective for inventory costs incurred during
fiscal years beginning after June 15, 2005. The Company does not yet have any
inventory.

In December 2004, the FASB issued SFAS No.152, "Accounting for Real Estate
Time-Sharing Transactions--an amendment of FASB Statements No. 66 and 67" ("SFAS
152) The amendments made by Statement 152 This Statement amends FASB Statement
No. 66, Accounting for Sales of Real Estate, to reference the financial
accounting and reporting guidance for real estate time-sharing transactions that
is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real
Estate Time-Sharing Transactions. This Statement also amends FASB Statement
No.67, Accounting for Costs and Initial Rental Operations of Real Estate
Projects, to state that the guidance for (a) incidental operations and (b) costs
incurred to sell real estate projects does not apply to real estate
time-sharingtransactions. The accounting for those operations and costs is
subject to the guidance in SOP 04-2. This Statement is effective for financial
statements for fiscal years beginning after June 15, 2005. with earlier
application encouraged. The Company does not anticipate that the implementation
of this standard will have a material impact on its financial position, results
of operations or cash flows.

On December 16, 2004, the Financial Accounting Standards Board ("FASB")
published Statement of Financial Accounting Standards No. 123 (Revised 2004),
Share-Based Payment ("SFAS 123R"). SFAS 123R requires that compensation cost
related to share-based payment transactions be recognized in the financial
statements. Share-based payment transactions within the scope of SFAS 123R
include stock options, restricted stock plans, performance-based equity awards,
stock appreciation rights, and employee share purchase plans. The provisions of
SFAS 123R are effective as of the first interim period that begins after
December 15, 2005. The Company is adopting this Statement early, for the year
2004. No stock options, restricted stock plans, performance-based equity awards,
stock appreciation rights, or employee share purchase plans were in existence
prior to 2004.

On December 16, 2004, FASB issued Statement of Financial Accounting Standards
No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29,
Accounting for Nonmonetary Transactions (" SFAS 153"). This statement amends APB
Opinion 29 to eliminate the exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception for exchanges of
nonmonetary assets that do not have commercial substance. Under SFAS 153, if a
nonmonetary exchange of similar productive assets meets a commercial-substance
criterion and fair value is determinable, the transaction must be accounted for
at fair value resulting in recognition of any gain or loss. SFAS 153 is
effective for nonmonetary transactions in fiscal periods that begin after June


                                      F-12
<PAGE>

15, 2005. The Company does not anticipate that the implementation of this
standard will have a material impact on its financial position, results of
operations or cash flows.

NOTE 3 - GOING CONCERN

The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the settlement
of liabilities and commitments in the normal course of business. As reflected in
the accompanying financial statements, the Company has a net loss of $2,388,466,
a working capital deficiency of $3,267,597 and a stockholders' deficiency of
$3,248,005. These factors raise substantial doubt about its ability to continue
as a going concern. The ability of the Company to continue as a going concern is
dependent on the Company's ability to raise additional funds and implement its
business plan. financial statements do not include any adjustments that might be
necessary if the Company is unable 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                (34.0%)
rate
Valuation                              34.0%
                                       -----
reserve
Total                                     -%
                                          ==

As of December 31, 2004, the Company has a net operating loss carry forward,
subject to limitations of Section 382 of the Internal Revenue Code, as amended,
..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            $1,975,976           2022
         2003            $1,938,928           2023
         2004            $2,388,466           2024


NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2004 and 2003 consists of the followings:

Office equipment                            $18,592      $16,296
Computer equipment and software               7,173        7,123
Furniture and fixtures                        2,450        2,450
                                           --------     --------
                                             28,215       25,869
Less: accumulated depreciation             (10,423)      (5,118)
                                           --------     --------
Net property and equipment                  $17,792     $ 20,751


                                      F-13
<PAGE>

Depreciation expense totaled $5,305 and $3,995 for the year ended December 31,
2004 and 2003, respectively.

NOTE 6 - 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. Impairment totaled $65,250 for the year ended December
31, 2003.

NOTE 7 - 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. As of December 31, 2003, no payments have been made
and the balance is $142,667.

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. As of December 31, 2004, the balance of accrued executive
compensation was $446,250.

On January 23, 2002, the Company hired John Dempsey as the vice president
whereby the Company is to pay Mr. Dempsey an annual base salary of $120,000. As
of December 31, 2004, the amount accrued was $268,632 and at Mr. Dempsey's
discretion will be paid back either in cash or common stock at a price of $1 per
share.

NOTE 8 - CONTINGENT LIABILITIES

On March 4, 2002, the Company entered into a Research and License Agreement with
Industrial Mathematics, Ltd. (IIM) in exchange for $325,000. The initial payment
due is $40,000 with nineteen monthly payments of $15,000. The expected term of
the research is 12 - 15 months and if the project is delivered on time and is
successful, then the Company will issue shares of its $0.0001 par value common
stock valued at $100,000 based on the fair market value of the shares. IIM will
receive royalties of 4% of net sales of the products. As of December 31, 2003,
the contract was terminated and the Company has accrued a contingent liability
of $200,000 at December 31, 2004 and 2003.

During the years ended December 31, 2004 and 2003, the Company accrued a total
of $8,400 and $5,600 as contingent liabilities related to the lease agreement
for office space.


                                      F-14
<PAGE>

NOTE 9 - CONVERTIBLE DEBT

<TABLE>
<CAPTION>
Notes payable at December 31, 2004 and 2003 are as follows:

                                                                                     2004            2003
<S>                                                                           <C>                  <C>
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 and subject to the
terms of the note. Converted to new note
in January, 2004.                                                                      $   -       $ 408,500
DMB  Enterprises,  3 demand notes at 10% per year,  convertible  into common
stock at a weighted  average rate of $0.86 per share.  Converted to new note
in January, 2004.                                                                          -         485,000
Denise Barbato,  bearing  interest at 10% per year,  convertible into common
stock at $0.084 per share. The note is payable on January 8, 2005.                   973,135               -
Global  Atomic Inc.  demand note  payable to related  party at 10% per year,
convertible into common stock at $1.00 per share                                       4,000           4,000
International  Fission demand note payable to related party at 10% per year,
convertible into common stock at $1.00 per share                                      15,000          15,000
Jackie Brown,  demand note payable to related party, non -interest  bearing,
convertible into common stock at $1.00 per share                                      20,000          20,000
Patrick  Herda  demand  note  payable  to  related  party  at 10% per  year,
convertible into common stock at $1.00 per share                                      12,425          20,500
Long Lane  Capital  demand  note at 12 % per year,  convertible  into common
stock at a 50% discount to market                                                     60,000               -
                                                                              ---------------    ------------
Total notes payable                                                                1,084,560         953,000
Less: current portion                                                             (1,084,560)             (-)
                                                                              --------------     ------------
Balance notes payable (long term portion)                                     $            -      $  953,000
                                                                              ==============     ===========
</TABLE>


On January 8, 2004, the Company entered into a debt restructuring agreement with
Denise Barbato (DB) whereby the agreement consolidated all of the notes payable
with DMB Enterprises including accrued interest totaling $564,635 and the
balance in the line of credit of $408,500 into one note totaling $973,135. The
entire principal balance of $973,135 shall accrue interest at a simple annual
interest rate of 10% per annum. Accrued interest at December 31, 2004 is
$97,314. The agreement also states that the Company can borrow an additional
$50,000 at DB's discretion. The repayment of the principal amount plus any
accrued interest on the loan will be deferred until such time that the Company
receives financing if no less than $2,000,000, or twelve months from the
effective date of this agreement, whichever event occurs first. Within 15 days
of the due date, the Company shall execute one of the following repayment
options at their discretion:

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

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

3. Any combination of option 1 and 2 above.

The Company shall issue to DB 2,000,000 shares of the Company's $0.0001 par
value common stock as an incentive to enter into this debt restructuring
agreement. The shares are valued at $146,000 which is based on the fair market
value of the stock with a discount for lack of marketability. The incentive is
recognized as a financing expense. At December 31, 2004, the shares have not
been issued and the amount has been included in accrued expenses.

On October 5, 2004 the company executed a promissory note payable with Long Lane
Capital for $60,000 dollars. The note is payable within 30 days of demand and


                                      F-15
<PAGE>

carries a 12% per year interest rate. Upon default the holder will have the
right to convert the unpaid principal balance, accrued expense and any related
default costs to common stock as follows: At the option of the holder the
conversion price will be (a) Fifty (50%) discount of the 20-day moving average
stock price on October 5, 2004 per share, or (b) Fifty (50%) discount of the
lowest closing bid price per share between October 5, 2004 and the default date.
As additional consideration, Nuclear Solutions, Inc. issued Long Lane Capital a
warrant to purchase 500,000 shares of common stock at the same price as the
conversion price for a period of 24 months. The Company has recorded a financing
expense attributable to the warrants of $60,000. At December 31, 2004 the
aggregate amount due is $60,000 in principal and $1,800 in accrued interest.

As of December 31, 2004, the total amounts due are $111,425 in principal and
$12,325 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 December 31, 2004, the amount due is $4,000 in principal and $1,400 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, 2004, the amount due is $15,000 in principal and
$4,625 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.
During the years ended December 31, 2004 and 2003, the Company has paid $8,075
and $2,500, respectively, to Mr. Herda.

As of December 31, 2004, the aggregate amount due is $12,425 in principal and
$4,500 in accrued interest.

NOTE 11 - STOCKHOLDER'S EQUITY

The Company is authorized to issue 100,000,000 shares of common stock with
$0.0001 par value per share. As of December 31, 2004, the Company has issued and
outstanding 36,598,646 shares of common stock.

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.

During 1999, the Company issued 400,000 shares of common stock at $.005 per
share for total cash of $2,000.

During 2000, the Company issued 527,500 shares of common stock at $.08 per share
for total cash of $41,700.


                                      F-16
<PAGE>

During 2000, the Company issued 200,000 shares of common stock, valued at $200,
for consulting services..

During 2001, the Company issued 850,000 shares of common stock, valued at
$648,000, for services.

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

During the year ended December 31, 2001, the former president of the Company
paid expenses in the amount of $20,000 to reduce accounts payable.

During 2002, the Company issued 1,639,250 shares of common stock, valued at
$1,217,278, for services.

During 2003, the Company issued 6,052,961 shares of common stock, valued at
$1,279,773, for services.

On June 30, 2003, the Company cancelled 101,000 shares of its $0.0001 par value
common stock.

During 2004, the Company issued 8,357,435 shares of common stock, valued at
$1,391,796, for services. The stock issued was valued at $0.167 per share, which
represents the fair value of the stock issued, which did not differ materially
from the value of the services rendered.

During 2004, the Company cancelled 200,000 shares of its common stock previously
issued for services.

NOTE 12 - 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. As of April 5,
2004, the Company terminated the license agreement and has not accrued any debt
to GALL.

On March 4, 2002, the Company entered into a Research and License Agreement with
Industrial Mathematics, Ltd. (IIM) in exchange for $325,000. The initial payment
due is $40,000 with nineteen monthly payments of $15,000. The expected term of
the research is 12 - 15 months and if the project is delivered on time and is
successful, then the Company will issue shares of its $0.0001 par value common
stock valued at $100,000 based on the fair market value of the shares. IIM will
receive royalties of 4% of net sales of the products. As of September 30, 2003,
the contract was terminated and the Company accrued a contingent liability of
$200,000..

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.


NOTE 13 -WARRANTS

Warrants

The following table summarizes the changes in warrants outstanding and the
related exercise prices for the shares of the Company's common stock issued by
the Company as of December 31, 2004:

                         Warrants Outstanding & Exercisable

                                            Weighted Average          Weighed
                           Number        Remaining Contractual        Average
    Exercise Prices     Outstanding           Life (Years)        Exercise Price
    ---------------     -----------           ------------        --------------

            $0.14           500,000                 1.75              $0.14
            $0.75           250,000                 0.50              $0.75
                            750,000                                   $0.34
                         ==========                                   =====


                                      F-17
<PAGE>

                                    Number of Shares   Weighted Average Exercise
                                                               Price
Outstanding at January 1, 2003                     --    $               --
   Granted                                         --                    --
   Exercised                                       --                    --
   Canceled or expired                             --                    --
                                   ------------------    ------------------
Outstanding at December 31, 2003                   --                    --
   Granted                                    950,000                  0.33
   Exercised                                 (200,000)                 0.30
   Canceled or expired                             --                    --
                                   ------------------    ------------------
Outstanding at December 31, 2004              750,000    $             0.34
                                   ==================    ==================

All warrants were exercisable at the date of grant. Of the warrants, 450,00
warrants, were issued in connection with services and 500,000 were issued in
connection with financing. The Company granted warrants to purchase 200,000
shares at $0.30 per share and 250,000 shares at $0.75 to a non-employee for
consulting services in April and December 2004, respectively. The Company
recognized $74,227 as an expense relating to these warrants for the year ended
December 31, 2004. The Black-Scholes option pricing model was used to value the
warrants based on the following assumptions : volatility of 190%, dividend rate
of 0%, and risk free interest rate of 2.4%. The Company also granted warrants in
connection with the Long Lane Capital note described in Note 10. The warrant was
attributed a value of $60,000, based on the proceeds received in the
transaction.


NOTE 14 - LOSSES PER SHARE

The following table presents the computations of basic and dilutive loss per
share:

                                                 2004           2003
                                             ------------   ------------

Loss Available to Common Shareholders        $ (2,388,466)  $ (1,938,928)
                                             ============   ============
Basic and Fully Diluted Loss Per Share       $      (0.08)  $      (0.09)
                                             ============   ============
Weighted Average Common Shares Outstanding     31,344,080     21,449,871
                                             ============   ============


NOTE 15 - NON-QUALIFIED STOCK GRANT AND OPTION PLAN

The Company has adopted Non-Qualified Stock Grant and Option Plan. The Plan is
administered by the Company's Board of Directors. Directors, officers,
employees, consultants, attorneys, and others who provide services to Company
are eligible participants. Participants are eligible to be granted warrants,
options, common stock as compensation.

On June 30, 2003, the Company adopted the 2003 Non-Qualified Stock Grant and
Option Plan. The Plan reserved 5,000,000 shares. The Plan was registered on a
Form S-8 registration statement on July 28, 2003. On March 30 2004, the Company
adopted the 2004 Non-Qualified Stock Grant and Option Plan. The Plan reserved
5,000,000 shares. The Plan was registered on a Form S-8 registration statement
on March 30, 2004. The Company issued 5,000,000 shares to thirteen individual
comprised of consultants, attorneys and others who provided services to Company
during 2004. On November 10, 2004, the Company adopted the 2005 Non-Qualified
Stock Grant and Option Plan. The Plan reserved 4,000,000 shares. The Plan was
registered on a Form S-8 registration statement filed on November 16, 2004. The
Company issued 2,071,601 shares to six individuals comprised of consultants,
attorneys and others who provided services to the Company during 2004.



                                      F-18

<PAGE>

ITEM 8.          CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                 AND FINANCIAL DISCLOSURE.

         On  November  19,  2004,  the   Registrant's   certifying   independent
accountant,  Beckstead & Watts,  LLP. was  dismissed.  The financial  statements
reported  on by  Beckstead  & Watts,  LLP  were not  subject  to an  adverse  or
qualified  opinion,  or a  disclaimer  of opinion  and were not  modified  as to
uncertainty,  audit scope or  accounting  principles  during the  preceding  two
fiscal years,  and interim  periods,  with the exception that Beckstead & Watts,
LLP did issue a going  concern  opinion  which  appears Note 3 of the  Company's
financial  statements  which are a part of the Form 10-KSB Annual Report for the
period  ending  December  31,  2003.  There  were no  disagreements  related  to
accounting  principles or practices,  financial statement  disclosure,  internal
controls or auditing  scope or procedure  during the  preceding two fiscal years
and  interim  periods,  including  the  interim  period up through  the date the
relationship ended. On November 19, 2004, we engaged the independent  certifying
accountant firm named Russell, Bedford,  Stefanou,  Mirchandani,  LLP, Certified
Public Accountants, 1360 Beverley Rd., Ste. 103, McLean, VA 22101.

Item 8A. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.

As of the end of the reporting period,  December 31, 2004, and subsequent to the
date of this report,  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

<PAGE>

the design and operation of our disclosure  controls and procedures  pursuant to
Rule  13a-15(e) 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 need improvement and were not adequately effective as of
January 1, 2005 to ensure  timely  reporting  with the  Securities  and Exchange
Commission.  Our management is in the process of identifying  deficiencies  with
respect to our disclosure  controls and procedures and  implementing  corrective
measures,  which includes the  establishment of new internal policies related to
financial reporting.

(b) Changes in Internal Control.

As  required by Rule  13a-15(d),  the  Company's  Chairman  and Chief  Financial
Officer,  also  conducted an evaluation of our internal  controls over financial
reporting to determine  whether any changes  occurred  during the fourth  fiscal
quarter that have materially  affected,  or are reasonably  likely to materially
affect,  the Company's  internal  control over financial  reporting.  During the
preparation of the Company's  financial  statements as of and for the year ended
December  31,  2004,  the  Company  has  concluded  that the  current  system of
disclosure  controls and  procedures  was not effective  because of the internal
control weaknesses identified below. As a result of this conclusion, the Company
has initiated the changes in internal control also described below. It should be
noted that any system of controls,  however  well  designed  and  operated,  can
provide only reasonable, and not absolute,  assurance that the objectives of the
system will be met. In  addition,  the design of any control  system is based in
part upon certain assumptions about the likelihood of future events.

Lack of Adequate Accounting Staff

Our independent certifying accountant questioned the depth and experience of our
accounting  staff  responsible  for preparing and closing the General Ledger for
the Company's  2004 10-KSB  Report.  The Company was aware of its staffing needs
and has taken steps to address its  understaffed  Finance and Accounting team to
correct  this  material  weakness.  Subsequent  to the  date  of  the  financial
statements,  the Company  engaged an  independent  contractor  who is a CPA with
extensive CFO-level management and SEC reporting experience in public companies.
The Company feel's this addition to the Company's  Finance and  Accounting  team
will improve the quality of future period financial reporting.

Timely Closing of the Books

Management  identified  a  material  weakness  based on the  Company's  delay in
closing  its books.  To  correct  this  material  weakness,  checklists  will be
developed   delineating   tasks,   preparation   responsibilities,   and  review
responsibilities targeting specific completion dates. The checklist will provide
evidentiary  support of work performed and reviewed.  Specific checklist will be
developed for non-quarter end months,  quarter end months, and the annual close.
These  checklists have been developed and will be implemented in the 2nd quarter
2005 close process and utilized in the  preparation of the 2nd quarter 2005 Form
10-QSB and subsequent period ends.

(c) Limitations.

Our  management,   including  our  Principal  Executive  Officer  and  Principal
Financial  Officer,  does not expect  that our  disclosure  controls or internal
controls over  financial  reporting  will prevent all errors or all instances of
fraud. A control system,  no matter how well designed and operated,  can provide
only reasonable,  not absolute,  assurance that the control system's  objectives
will be met. Further,  the design of a control system must reflect the fact that
there are resource constraints,  and the benefits of controls must be considered
relative to their  costs.  Because of the  inherent  limitations  in all control
systems,  no  evaluation  of controls can provide  absolute  assurance  that all
control  issues and  instances  of fraud,  if any,  within our company have been
detected.  These  inherent  limitations  include the realities that judgments in
decision-making  can be faulty,  and that breakdowns can occur because of simple
error or mistake.  Controls can also be  circumvented  by the individual acts of
some persons,  by collusion of two or more people, or by management  override of
the controls. The design of any system of controls is based in part upon certain
assumptions  about the  likelihood  of future  events,  and any  design  may not
succeed in achieving  its stated goals under all  potential  future  conditions.
Over time,  controls may become  inadequate  because of changes in conditions or
deterioration  in the degree of compliance with policies or procedures.  Because
of the inherent limitation of a cost-effective control system, misstatements due
to error or fraud may occur and not be detected.

<PAGE>

ITEM 8B.          OTHER INFORMATION: None

                                    PART III

ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                  COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The  following  table sets  forth the  officers  and  directors  of the  Nuclear
Solutions, Inc.

(a)   Directors and Executive Officers

The  following  persons  are the  Directors  and  Executive  Officers of Nuclear
Solutions, Inc.

Name                        Age        Position(s)

Patrick Herda               35         President, CEO, Chairman, Board Directors
John Dempsey                62         Vice President of Industrial Relations,
Secretary, Treasurer
                                       CFO, Treasurer, Member, Board of
                                       Directors
John Powers, Ph.D.          70         Member, Board of Directors
Jack Young                  75         Vice President

Patrick Herda, President, CEO, Chairman, Board of Directors

Patrick Herda,  Joined Nuclear Solutions,  Inc. in September 2001. He became the
company's  President  and CEO on June 19, 2003.  As a full time  officer,  Herda
provides the company with a portfolio of skills that blends business  experience
with scientific and technical  aptitude  developed in the course of working with
technology  companies  over the  last ten  years.  Herda's  business  background
includes operations management,  strategic planning, marketing,  communications,
business  development,  and fiscal  planning.  He has aptitude and experience in
business,  science, and technology that includes nuclear science,  management of
R&D, and industrial  process control systems.  From September 2001 to June 2003,
he served as Vice  President  of Business  Development  for  Nuclear  Solutions,
Assistant  Secretary,  and Chief  Financial  Officer.  During that time,  he was
responsible  for creating and managing  strategic  alliances with government and
industrial  partners,  as  well  as  identifying  and  developing  new  business
opportunities  for the company.  From 1997 to 2001, Mr. Herda held the following
concurrent  positions:  From 1997 to 2001,  Herda was a managing member Particle
Power Systems, LLC., a private nuclear R&D company. As a managing member, he was
responsible  for general  operations  concerning  the  development of innovative
nuclear   micro-battery   power   technologies   for  military   and   aerospace
applications.  From 1993 to 1995,  Herda  served as Vice  President  for  Butler
Audio, a Start-Up design and manufacturing  firm for audio consumer  electronics
products. He successfully managed new product introduction,  manufacturing,  and
strategic  planning.  Mr. Herda attended Drexel University in Philadelphia,  PA,
where he studied Commerce and Engineering,  and Regis University in Denver,  CO.
where he studied business finance.  Mr. Herda currently holds memberships in the
American Nuclear Society,  International  Association for Energy Economics,  and
the Institute of Nuclear Materials Management.

John Dempsey, Vice President of Industry Relations, Director

John Dempsey, joined the company in January 2002 and is currently serving as the
company's Vice President of industrial  relations,  CFO and Director.  From July
2002 to June 2003, Mr. Dempsey  served as a Director,  President,  and CEO. From
January 2002 to July 2002 Mr.  Dempsey  served as the company's  Executive  Vice
President and Chief Operating Officer.  Currently, as Vice President of Industry
Relations,  Mr. Dempsey is responsible for general  operations of the company as
well as developing and  maintaining  relationships  with the nuclear and defense
sectors  as they  relate to our  businesses.  Mr.  Dempsey  has agreed to devote
approximately  eighty percent of his full time and attention to our business and
affairs in the capacity of vice president of industrial relations.  From 1997 to
2001,  Dempsey was the vice  president  of  METALAST  International,  Inc.,  the
world's   leading   supplier  of   proprietary   computer-controlled   anodizing
technologies.  From  1995  to  1997,  he  served  as  president  & CEO  of  U.S.

<PAGE>

Environmental Group, Inc., which provided hazardous waste remediation  equipment
and  services  to major oil  companies,  the  government,  and other  industrial
concerns.  From  1990 to 1995,  he  provided  consulting  services  relating  to
cogeneration,  utilities,  industrial,  and public works projects.  From 1969 to
1989,  Mr. Dempsey held various  positions  with Bechtel Power Corp.,  primarily
managing  construction  and start-up of major  nuclear and  fossil-fueled  power
projects  worldwide.  Mr.  Dempsey was graduated with a B.S. from the U.S. Naval
Academy and was selected by Admiral Rickover to serve as a commissioned  officer
on nuclear submarines.  He subsequently  received  certification from the U.S.N.
Nuclear  Power School,  and then served  aboard the U.S.S.  Sargo and the U.S.S.
Seadragon.  Later, he earned  certificates in Nuclear  Engineering  from MIT and
Georgia  Tech.  Dempsey is also  registered  with the State of  California  as a
professional nuclear engineer and a professional mechanical engineer.

John Powers, Ph.D, Member, Board of Directors

John R. Powers, was appointed to the Board of Directors in June 2002. He is also
the  Chairman  and CEO of  Corporate  Communication  Resources  Incorporated  of
Princeton,  New Jersey (CCRI) since 1990 to the present.  CCRI is an alliance of
subject matter and process  management  experts  created to address the emerging
terrorist threat.  These include senior executives who played  significant roles
in  the  development  of  the  nation's  contingency  planning,   continuity  of
operations, emergency preparedness,  mobilization,  planning, and infrastructure
assurance  programs.  From 1996 to 1998, Dr. Powers served as a Commissioner and
the Executive Director of the President's Commission on Critical  Infrastructure
Protection (PCCIP).  He managed the research,  provided overall direction to the
Commission's  deliberations,  and led the formulation of the National Structures
recommendations  subsequently adopted by President Bill Clinton.  From 1983-1996
Dr.  Powers  served at the Federal  Emergency  Management  Agency  (FEMA).  From
January  1993 to January  1995 he served as the Director of Region V in Chicago,
Illinois,  and had responsibility for the Federal response to the "Great Midwest
Flood" in Minnesota,  Wisconsin and Illinois. From January 1995 to July 1996, he
organized the Alternative Dispute Resolution Program for the Agency.  Earlier at
FEMA, he headed the Office of Civil  Preparedness and then the Office of Federal
Preparedness.  From 1978 to 1983,  Dr. Powers was with the Department of Energy.
In 1978, as the Director of Research and Development Strategies, he served first
as the  Executive  Director for the  Interagency  Review Group on Nuclear  Waste
management  and prepared the report to President  Jimmy Carter on that  subject.
During  1980-81,  Dr.  Powers  served as  Executive  Director  of the  "Interim"
Alternative  Fuels  Program and was  responsible  for the award of seven billion
dollars to stimulate new  alternative  energy  projects.  He later served as the
Director of Research and Technical  Assessment in the Office of Energy Research.
From 1972 to 1978,  Dr.  Powers  served as a  consultant  to the  Department  of
Defense (DOD),  Department of Energy (DOE),  the Federal Energy  Administration,
and the Energy  Research  and  Development  Administration  (ERDA).  During this
period,  he assessed the performance of advanced weapons  systems,  prepared the
ERDA Electric  Utility Study and developed the National Coal Model.  In 1954, at
the age of 19, Powers  entered the U.S. Naval Flight  Training  program and upon
completion  was  commissioned  in the United States Marine Corps.  After leaving
active duty in 1958, he continued in the Marine Corps  Reserve.  As a reservist,
he  commanded  an A4  squadron  at Willow  Grove,  Pennsylvania,  and later,  in
Washington,  developed the concept and managed  preparation  of the Marine Corps
Mobilization  Management Plan and the DOD Master  Mobilization  Plan. Dr. Powers
holds a B.S. degree from Columbia  University,  an M. Div. degree from Princeton
Theological   Seminary,   and  a  Ph.D.  in  physics  from  the   University  of
Pennsylvania.

John C. (Jack) Young, Vice President, Development

Jack Young,  is the Vice President of Development for Nuclear  Solutions,  Inc.,
appointed  October 2003. Mr. Young's role is to develop and refine the corporate
business strategy as well as marketing and business development activities. From
1998 to the present, in addition to his duties with Nuclear Solutions, Inc., Mr.
Young has been a Consultant to Star Teks,  Inc., an executive  search firm,  and
Corporate Communication Resources Incorporated of Princeton,  New Jersey (CCRI),
an emergency  planning firm. From 1987 to 2001, Jack Young was the Acting United
States   Commissioner  and  Deputy  Commissioner  of  the  Commission  to  Study
Alternatives to the Panama Canal,  appointed by Presidents Reagan and Bush (1987
-  2001).  He  was a  Member  of  the  Reagan  Administration  Transition  Team,
responsible for the Nuclear Regulatory  Commission transition activities between
the Carter and Reagan  Administrations.  From 1988-1994 he was the Vice Chairman
of Holifield  Exploration  Corporation  and  President  of the Computer  Systems
Group. From 1975-1986 he served as President of International Energy Associates,
Limited. From 1973-1975 during the Nixon-Ford  Administration,  he served as the
Commissioner  of  Public  Services  Administration  at the U. S.  Department  of
Health,  Education  and  Welfare.  From  1971-1973  Young was  President  of the
Computer Systems Group of Computer Science Corporation (NYSE). From 1968-1971 he
was Chairman and President of Time Sharing  Terminals,  Inc. From 1961 - 1968 he
served as Vice President of NUS Corporation,  a nuclear energy  consulting firm.

<PAGE>

Mr.  Young  spends fifty  percent of his time on business  development  work for
Nuclear  Solutions,  Inc.  Jack Young is a graduate of the U. S. Naval  Academy,
having served in both diesel and nuclear submarines. He was also an early member
of the Rickover nuclear power program

(b) Identify Significant Employees.

BORIS MUCHNIK, TECHNICAL CONSULTANT

Boris Muchnik brings  high-technology  commercialization  expertise full time to
Nuclear Solutions. He joined the team in 2002. Muchnik holds over two dozen U.S.
and  international  patents,  which  are the  intellectual  property  basis  for
products used worldwide. Previously, as the founder, technology inventor and CEO
of   KerDix,    Muchnik    conceived,    patented,    and   commercialized   the
recordable/erasable CD technology, which is utilized today in multiple audio and
data storage/retrieval applications such as the Sony mini-disc and computer data
devices.  Subsequently, he constructed the world's first manufacturing plant for
recordable/erasable  CDs in  Wiesbaden,  Germany.  Muchnik  has  held  executive
technical  leadership  positions  with  Fortune 500  companies,  developing  and
manufacturing  high-performance laser data storage systems. He has invented core
technologies for other successful entrepreneurial companies, including MemArray,
Inc.,  which  developed  VCSEL laser array  technology for  high-performance  CD
applications; MOST Corporation, and CaliPer, Inc. From 2002-present,  Muchnik is
technical and scientific  Consultant to Nuclear  Solutions,  Inc. From 2001-2002
Muchnik served as Vice President,  Manufacturing  Operations, at ColorLink, Inc.
Boulder,   Colorado.  He  developed  and  manufactured  optical  assemblies  for
High-Definition TV applications.  From 1999-2001 Muchnik worked at Laser Program
Coordinator,  CoorsTek, Inc., Golden, Colorado.  There, he designed,  developed,
and  fabricated   hardware/equipment   for  laser   micro-machining  of  ceramic
materials.  From 1967 to 1970 Muchnik performed graduate research at Kurchatov's
Institute  of  Atomic  Energy,   Russia's   leading   nuclear  weapons  lab.  He
participated  in pioneering  research for the Laser Isotope  Isolation  Project.
Muchnik  received  his  degree of  engineer-physicist,  specializing  in nuclear
physics,  from  Moscow  Institute  of  Physics  and  Technology,  Russia's  most
prestigious  technology  school.  He received the  equivalent  of a doctorate in
nuclear  chemistry  from the  Institute  of Physical  Chemistry,  Laboratory  of
Chemistry of Transuranium  Elements of the Russian Academy of Sciences.  Muchnik
spent two years performing post-graduate research in Laser Raman Spectroscopy at
Polytechnic  Institute  of New York upon  arrival in the U.S.  in 1976.  He is a
naturalized U.S. citizen who has been a Colorado resident since 1980.

(c)      Family Relationships. None known.

(d)      Involvement  in  Certain  Legal  Proceedings.  None  of  the  Company's
         directors,  officers,  promoters or control persons, if any, during the
         past five years was, to the best of the Company's knowledge:

1.       A  general  partner  or  executive  officer  of a  business  that had a
         bankruptcy  petition  filed by or  against it either at the time of the
         bankruptcy or within the two years before the bankruptcy;

2.       Convicted  in a  criminal  proceeding  or  been  subject  to a  pending
         criminal  proceeding  (excluding  traffic  violations  and other  minor
         offenses);

3.       Subject to any order,  judgment, or decree, not subsequently  reversed,
         suspended  or  vacated,   of  any  court  of  competent   jurisdiction,
         permanently or temporarily enjoining,  barring, suspending or otherwise
         limiting his or her involvement in any type of business,  securities or
         banking activities; and

4.       Found by a court of competent  jurisdiction  (in a civil  action),  the
         Securities  and Exchange  Commission or the Commodity  Futures  Trading
         Commission  to  have   violated  a  federal  or  state   securities  or
         commodities  law, and the judgment has not been reversed,  suspended or
         vacated.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the
Company's directors and executive officers, and persons who own more than 10% of
the Company's Common Stock, to file with the Securities and Exchange  Commission
initial  reports of  beneficial  ownership  and reports of changes in beneficial
ownership of Common Stock of the Company.  Officers,  directors and greater than
10%  shareholders  are required by the  Securities  and Exchange  Commission  to
furnish the Company with copies of all section 16(a) reports they file.

<PAGE>

         We received no reports covering  purchase and sale  transactions in our
common  stock  during  2004,  and we believe  that each  person who, at any time
during 2004, was a director, executive officer, or beneficial owner of more than
10% of our common stock  complied  with all Section  16(a)  filing  requirements
during 2004, except as follows:

CODE OF ETHICAL CONDUCT.

         On March 20, 2003,  our board of directors  adopted our code of ethical
conduct  that  applies to all of our  employees  and  directors,  including  our
principal executive officer,  principal financial officer,  principal accounting
officer or controller, and persons performing similar functions.

        We believe  the  adoption of our Code of Ethical  Conduct is  consistent
with the requirements of the Sarbanes-Oxley Act of 2002.

         Our Code of Ethical  Conduct is  designed  to deter  wrongdoing  and to
promote:

o        Honest and ethical conduct, including the ethical handling of actual or
         apparent  conflicts  of  interest  between  personal  and  professional
         relationships;

o        Full, fair, accurate,  timely and understandable  disclosure in reports
         and  documents  that we file or submit  to the  Securities  &  Exchange
         Commission and in other public communications made by us;

o        Compliance with applicable governmental laws, rules and regulations,

o        The  prompt  internal  reporting  to an  appropriate  person or persons
         indentified  in the code of violations of our Code of Ethical  Conduct;
         and

o        Accountability for adherence to the Code.


ITEM 10.          EXECUTIVE COMPENSATION.

The following table sets forth the  compensation  of the executive  officers for
the year ended December 31, 2004.

Summary Compensation Table

                               Annual Compensation   Long-term Compensation
                               -------------------   -----------------------
                   Fiscal      Salary/               Stock
Name               Year        Fees          Bonus   Awards (#)      Options(#)
                               -------------------------------------------------

Patrick Herda(1)      2004     $150,000(1)   -0-     -0-             -0-
John Dempsey(2)       2004     $120,000(2)   -0-     150,000(4)      -0-
Jack Young(3)         2004     -0-           -0-     -0-             1,000,000

(1) Patrick Herda as the President has an annual base salary of $150,000.  As of
December 31, 2003,  Mr. Herda was not paid any amount of his salary  during 2004
and the unpaid balance is accruing as a corporate obligation. As of December 31,
2004, Mr. Herda's accrued unpaid compensation was $446,500.

(2) John  Dempsey,  a  vice-president,  has an annual base  salary of  $120,000.
During the year ended  December  31,  2004,  Mr.  Dempsey was paid $8,000 of his
salary and the unpaid  balance is  accruing  as a  corporate  obligation.  As of
December 31, 2004, Mr. Dempsey's accrued unpaid compensation was $268,632.

(3) On October 2, 2003,  the company  hired Jack Young as the vice  president of
corporate development whereby the company is to issue an option for Mr. Young to
purchase  1,000,000  shares of the  Company's  $0.0001 par value common stock at
13.2 cents per share over the period of one year.  On November 7, 2003 the board
of directors authorized the issuance of the option.

(4) On December 23, 2004,  we awarded John  Dempsey  150,000  restricted  common
shares valued at $46,500.

<PAGE>

ITEM 11.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Table 1 lists the  persons who are known to the Company to be the owners of more
than five percent of the  Company's  equity  shares  according to the  Company's
records as of December 31, 2004.  Beneficial  Ownership of more than 5% based on
36,598,646 common shares.

Beneficial Ownership of 5%.

(a) Our stock transfer agency records do not list any  shareholders  owning five
percent or more of our common stock.

(b) Security Ownership of Management. Based on 36,598,646 shares as set forth in
(a) above as of December 31, 2004.


Table 2.

<TABLE>
<CAPTION>
(1)                       (2)                        (3)                        (4)
Title of Class            Name and Address           Amount and Nature          Percent of
                                                                                Class
<S>                       <C>                                 <C>                 <C>
Common Stock

John Dempsey              5505 Connecticut Ave NW             150,000             0.41%
                          Suite 191
                          Washington, DC 20015

Patrick Herda             5505 Connecticut Ave NW           1,000,000             2.73%
                          Suite 191
                          Washington, DC 20015

John Powers               5505 Connecticut Ave NW              20,000            0.054%
                          Suite 191
                          Washington, DC 20015

Jack Young                5505 Connecticut Ave NW           1,000,000(1)          2.73%
                          Suite 191
                          Washington, DC 20015

         Total                                              2,170,000             5.93%
</TABLE>

(1)  Represents  common stock option to purchase  1,000,000  common  shares at a
price of 13.2 Cents per share.

(c) Changes in Control. None.


ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

(a) Transactions with Management and Others.

         Except as otherwise set forth in this report,  no member of management,
executive  officer,  director,  nominee for a director or security holder who is
known to the Company to own of record or beneficially  more than five percent of
any class of the Company's  voting  securities,  nor any member of the immediate
family of any of the foregoing persons,  has had any direct or indirect material
interest in any transaction to which the Company was or is to be a party.

         On December 23, 2004,  we issued John Dempsey,  a company  director and
vice president, 150,000 common shares valued at $46,500.

         On November 7, 2003, the Company  authorized the issuance of options to
purchase a total of 1,000,000  shares of the Company's  $0.0001 par value common
stock at  $0.132  per  share  exercisable  over one year to a Jack  Young,  Vice
President of  Development.  The fair value of the options has been  estimated on
the date the board  authorized the transaction  using the  Black-Scholes  option
pricing model. The weighted average fair value of these options was $0.006.  The
following  assumptions  were used in  computing  the fair value of these  option

<PAGE>

grants:  weighted  average  risk-free  interest rate of 6%, zero dividend yield,
volatility  of the  Company's  common  stock of 14% and an expected  life of the
options of one year.

         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.  During the years ended  December  31, 2004 and 2003,  the
Company has paid $8,075 and $2,500,  respectively,  to Mr. Herda. As of December
31, 2004, the aggregate amount due is $12,425 in principal and $4,500 in accrued
interest.

         Except as otherwise set forth in this report,  no member of management,
executive  officer,  director,  nominee for a director or security holder who is
known to the Company to own of record or beneficially  more than five percent of
any class of the Company's  voting  securities,  nor any member of the immediate
family of any of the foregoing persons,  has had any direct or indirect material
interest in any transaction to which the Company was or is to be a party.

         The officers and  directors are involved in other  business  activities
and may, in the future,  become involved in other business  opportunities.  If a
specific  business  opportunity  becomes  available,  such  persons  may  face a
conflict in selecting  between the Company and their other  business  interests.
The Company has not  formulated a policy for the  resolution  of such  conflicts
except as may be required by our Code of Ethical Conduct.

(b) Certain Business Relationships.

         Except as set forth in (a) above,  and to the knowledge of  management,
or as previously filed in the Company's periodic reports, no director or nominee
for  director  is or has been  related to any person who has been a party to any
transaction with the Company.

(c) Indebtedness of Management.

No member of the  Company's  management  is or has been  indebted to the Company
since the beginning of its last fiscal year.

(d) Transactions with Promoters.


ITEM 13.          EXHIBITS

         (a) Exhibits

         *3.1     Certificate of Amendment of Articles of Incorporation of Stock
                  Watch Man, Inc.  filed  Secretary of State Nevada on September
                  12, 2001 changing corporate name to Nuclear Solutions, Inc.

         *3.2     Articles of Incorporation of Stock Watch Man, Inc.

         *3.3     Bylaws of Nuclear Solutions, fka, Stock Watch Man, Inc.

         *20.1    Code of Ethical Conduct

         31.1     Chief Executive  Officer-Section 302 Certification pursuant to
                  Sarbanes-Oxley Act.

         31.2     Chief Financial Officer- Section 302 Certification pursuant to
                  Sarbanes-Oxley Act.

         32.1     Chief Executive  Officer-Section 906 Certification pursuant to
                  Sarbanes-Oxley Act.

         32.2     Chief Financial Officer- Section 906 Certification pursuant to
                  Sarbanes-Oxley Act.

* Previously filed.


ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

         The Company paid or accrued the following fees in each of the prior two
fiscal  years to its  principal  accountant  during  2003 and 2004,  Beckstead &
Watts, LLP of Las Vegas,  Nevada. On November 19, 2004, we dismissed Beckstead &

<PAGE>

Watts, LLP and engaged Russell Bedford Stefanou Mirchandani,  LLP as our auditor
for our fiscal year ending December 31, 2004. Accounting fees for 2004 represent
fees paid to Beckstead & Watts, LLP and Russell Bedford Stefanou Mirchandani.

                                    Year End 12-31-04         Year End 12-31-03

Audit Fees                               $ 7,500                    $12,000
Audit-related Fees
Tax Fees
All other fees                           $ 5,000
Total Fees                               $12,500                    $12,000


The Company has no formal audit committee. However, as defined in Sarbanes-Oxley
Act of 2002,  the  entire  Board of  Directors  is the  Company's  serves as the
company audit committee.

The Company's principal  accountant during 2004, Beckstead & Watts, LLP, did not
engage  any  other  persons  or  firms  other  than the  principal  accountant's
full-time, permanent employees.


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

Dated: May 19, 2005


Nuclear Solutions, Inc.

/s/ Patrick Herda                                    /s/ John Dempsey
------------------------                             ---------------------------
By: Patrick Herda                                    By: John Dempsey
Title:President, CEO                                 Title: V.P., Sec., CFO


         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  Registrant and in the capacities and
on the dates indicated.


/s/ Patrick Herda                                    May 19, 2005
------------------------------
By: Patrick Herda
Title:President, CEO, Director


/s/ John Dempsey                                     May 19, 2005
------------------------------
By: John Dempsey
Title: V.P., Sec., CFO