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

                                   FORM 10-QSB
                                   (Mark One)

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 for the quarterly period ending March 31, 2006

[_]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

                   For the transition period from _____to_____

                        Commission file number 000-31959

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


           NEVADA                                88-0433815
    ----------------------             -------------------------------
   (State of Incorporation)           (IRS Employer identification No.)


          5505 Connecticut Ave NW, Suite 191 Washington, DC 20015
         ----------------------------------------------------------
         (Address of principal executive offices)        (Zip Code)


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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes [X] No [_]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

Yes [_] No [X]

As of March 31, 2006, the Company had 47,179,724 shares of its common stock
issued and outstanding.

Transitional Small Business Disclosure Format (check one):

Yes [_] No [X]


<PAGE>

Table of Contents

Item 1.   Financial Statements.............................................    3
          Balance Sheet (unaudited)........................................    3
          Statements of Operations (unaudited).............................    4
          Statements of Stockholders' Equity (unaudited)...................    5
          Statements of Cash Flows (unaudited).............................    6
          Notes to Financial Statements....................................    7

Item 2.   Management's Discussion and Analysis or Plan of
          Operation........................................................   11

Item 3.   Controls and Procedures..........................................   28

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings................................................   30

Item 2.   Unregistered Sale of Equity Securities and
             Use of Proceeds...............................................   30

Item 3.   Defaults upon Senior Securities..................................   30

Item 4.   Submission of Matters to a Vote
          of Security Holders..............................................   30

Item 5.   Other Information................................................   30

Item 6.   Exhibits.........................................................   31

Signatures.................................................................   31


                                       2
<PAGE>

                          PART I-FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                             NUCLEAR SOLUTIONS ,INC
                             AND SUBSIDIARY COMPANY
                      CONDENSED CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                  March
                                                                                   2006
                                                                               ------------
                                                                                (Unaudited)
<S>                                                                            <C>
ASSETS

Current assets:
      Cash                                                                     $      9,952
      Accounts receivable, net of allowance of $0                                    60,000
                                                                               ------------

Total current assets                                                                 69,952

Property and equipment, net of accumulated depreciation  of $17,266                  10,948

Other assets                                                                          1,800

                                                                               ------------
Total assets                                                                   $     82,700
                                                                               ============

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY

Current liabilities:
      Accounts payable and accrued expenses                                    $  1,837,781
      Accrued executive compensation                                              1,018,002
      Convertible notes payable - related parties(Note 4&5)                          39,000
      Convertible notes payable - other, net of discount of $26,707 (Note 4)      1,047,428
                                                                               ------------

Total current liabilities                                                         3,942,211
                                                                               ------------


Commitments and contingencies

Deficiency in stockholders' equity (Note 5)
      Preferred stock, $0.0001 par value; 10,000,000 shares
        authorized, no shares issued and outstanding                                     --
      Common stock, $0.0001 par value; 100,000,000
        shares authorized, 47,179,724 shares
        issued and outstanding                                                        4,718
      Additional paid-in capital                                                  9,237,129
      Deferred equity based expense                                                (741,279)
      Accumulated deficit                                                       (12,360,079)
                                                                               ------------

Total (deficiency) in stockholders' equity                                       (3,859,511)

                                                                               ------------
Total liabilities and (Deficiency) in stockholders' equity                     $     82,700
                                                                               ============
</TABLE>

The accompanying notes are an integral part of unaudited condensed consolidated
                             financial statements.

                                       3
<PAGE>

                             NUCLEAR SOLUTIONS, INC.
                             AND SUBSIDIARY COMPANY
                   CONDENSED CONSOLIDATED STATEMENT OF LOSSES
                                   (unaudited)

<TABLE>
<CAPTION>
                                                   Three Months Ended March 31,
                                                       2006             2005
                                                  ------------     ------------
<S>                                               <C>              <C>
Revenue                                                     --     $     40,416
                                                  ------------     ------------

Executive compensation                                  27,500           67,500
Consulting                                             574,798          682,973
Legal and professional fees                            165,200          106,930
General and administrative expenses                     26,948           27,584
Depreciation and amortization                            1,361            1,376
                                                  ------------     ------------
                                                       795,807          886,363
                                                  ------------     ------------

Loss from operations                                  (795,807)        (845,947)

Other Income(expenses)
     Interest expense                                  (31,279)         (27,203)
     Finance costs                                          --          (60,000)
                                                  ------------     ------------
Loss before provision for income taxes                (827,086)        (933,150)

Provision for income taxes                                  --               --
                                                  ------------     ------------
Net loss                                          $   (827,086)        (933,150)
                                                  ------------     ============


Basic and diluted loss per share                  $      (0.02)    $      (0.03)
                                                  ============     ============

Weighted average number of common shares
     outstanding, basic and diluted                 45,731,520       36,975,184
                                                  ============     ============
</TABLE>

The accompanying notes are an integral part of unaudited condensed consolidated
                             financial statements.

                                        4
<PAGE>

                             NUCLEAR SOLUTIONS, INC
                             AND SUBSIDIARY COMPANY
     CONDENSED CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS" EQUITY
                FOR THE PERIOD JANUARY 1, 2004 TO MARCH 31, 2006
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                  Common Stock           Additional      Deferred                   Total Deficiency
                                          ---------------------------      Paid -         Equity      Accumulated   in Stockholders'
                                             Shares          Amount      In Capital    Based Expense    Deficit          Equity
                                          ------------   ------------   ------------   -------------  ------------  ----------------
<S>                                       <C>            <C>            <C>            <C>            <C>           <C>
Balance, December 31, 2003                  28,441,211          2,844      3,294,207       (235,332)  $ (5,264,258)    (2,202,539)

Shares issued for services                   8,357,435            836      1,390,960             --             --      1,391,796

Shares cancelled                              (200,000)           (20)       (27,380)            --             --        (27,400)

Adjust value                                        --             --         (5,668)            --             --         (5,668)

Fair value attributed to warrants issued
   with debt                                        --             --         60,000             --             --         60,000

Fair value attributed to warrants issued
   for services                                     --             --         74,227             --             --         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                   36,598,646          3,660      4,786,346       (385,287)    (7,652,724)    (3,248,005)



Shares issued for services                   4,402,940            440      2,689,467       (930,245)            --      1,759,662


Beneficial conversion discount-
  convertible note and warrants                     --             --         60,000             --             --         60,000

Amortization of deferred compensation               --             --             --        951,642             --        951,642

Shares issued for accrued expenses           2,510,223            251        463,189             --             --        463,440

Intrinsic value of options issued to a
  director                                          --             --        162,500             --             --        162,500

Shares issued for payment of debt              454,054             45         67,155             --             --         67,200

Net loss                                            --             --             --             --     (3,880,269)    (3,880,269)
                                          ------------   ------------   ------------   ------------   ------------   ------------

Balance, December 31, 2005                  43,965,863          4,396      8,228,657       (363,890)   (11,532,993)    (3,663,830)

Shares issued for services                     345,437             35        278,330             --             --        278,364

Shares issued for accrued expenses             868,424             87        531,343             --             --        531,429

Shares issued for payment of debt            2,000,000            200        167,800             --             --        168,000

Beneficial conversion feature                       --             --         31,000             --             --         31,000

Deferred compensation                               --             --             --       (711,975)            --       (711,975)

Amortization of deferred compensation               --             --             --        334,586             --        334,586

Net loss                                                                                                  (827,086)      (827,086)
                                          ------------   ------------   ------------   ------------   ------------   ------------

Balance, March 31, 2006                     47,179,724          4,718      9,237,129       (741,279)   (12,360,079)    (3,859,511)
</TABLE>

     The accompanying notes are an integral part of the unaudited condensed
                       consolidated financial statements.

                                       5
<PAGE>

                             NUCLEAR SOLUTIONS ,INC
                             AND SUBSIDIARY COMPANY
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                       Three Months Ended March 31,
                                                                           2006           2005
                                                                       ----------------------------
<S>                                                                     <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                $(827,086)     $(933,150)
Adjustments to reconcile net loss to net cash
   used in - operating activities:
    Depreciation and amortization                                           1,361          1,375
   convertible note and warrants                                            4,293             --
   Financing Cost attributable to warrants                                     --         60,000
   Stock and warrants issued for services                                 612,950        727,574
Changes in operating assets and liabilities:
  Accounts receivable                                                          --        (40,416)
  Accounts payable and accrued expenses                                   189,521         69,449
  Accrued executive compensation                                          (34,783)        63,500

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

Net cash used in operating activities                                     (53,744)       (51,668)
                                                                        ---------      ---------


CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on debt                                                               --        (12,425)
Proceeds from issuance of debt                                             41,000         60,000
                                                                        ---------      ---------

Net cash provided by financing activities                                  41,000         47,575
                                                                        ---------      ---------

Net decrease in cash                                                      (12,744)        (4,093)

Cash, beginning of period                                                  22,696         76,020
                                                                        ---------      ---------

Cash, end of period                                                     $   9,952      $  71,927
                                                                        =========      =========

Supplemental disclosures:
Cash paid for:
  Interest                                                              $     --       $     --
  Income taxes                                                          $     --       $     --

Non-cash investing and financial activities:
Unamortized loan fees                                                   $     --       $     --
Accrued interest converted to note payable                              $     --       $     --
Debt restructing                                                        $     --       $     --
Amortization of debt discount - beneficial conversion feature of
convertible note and warrants                                           $  4,293       $     --
Payment of debt and interest with common stock                          $168,000       $     --
Beneficial conversion discount                                          $ 31,000       $     --
</TABLE>

The accompanying notes are an integral part of unaudited condensed consolidated
                             financial statements.


                                       6
<PAGE>

                             NUCLEAR SOLUTIONS, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                   (UNAUDITED)

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

Nuclear Solutions, Inc. (the "Company") was organized February 27, 1997 under
the laws of the State of Nevada, as Stock Watch Man, Inc. Prior to April 1, 2005
the Company was considered to be a development stage enterprise. During the
second quarter of 2005, planned operations commenced and the Company began
generating significant revenue.

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

On September 2, 2005 the Company formed a wholly owned subsidiary, Fuel
Frontiers Inc., formally, Future Fuels, Inc., which has had minimal operations
through March 31, 2006.

The consolidated financial statements include the accounts of the Company and
Future Fuels, Inc. All significant intercompany transactions and balances have
been eliminated in the consolidated financial statement.

Business

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

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements as of
March 31, 2006 and for the three month periods ended March 31, 2006 and 2005
have been prepared by the Company in accordance with accounting principals
generally accepted in the United States of America and pursuant to the rules and
regulations of the Securities and Exchange Commission, including Form 10-QSB and
Regulation S-B. The information furnished herein reflects all adjustments
(consisting of normal recurring accruals and adjustments), which are, in the
opinion of management, necessary to fairly present the operating results for the
respective periods. Certain information and footnote disclosures normally
present in annual financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been omitted
pursuant to such rules and regulations. The Company believes that the
disclosures provided are adequate to make the information presented not
misleading. These financial statements should be read in conjunction with the
audited financial statements and explanatory notes for the year ended December
31, 2005 as disclosed in the company's 10-KSB for that year as filed with the
SEC, as it may be amended. The results of the three month period ended March 31,
2006 are not necessarily indicative of the results to be expected for the full
year ending December 31, 2006.

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

Use of Estimates

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


                                       7
<PAGE>

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 March 31, 2006 and 2005, the Company had 14,168,705 and
14,572,059 potentially dilutive securities.

Revenue Recognition

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

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

Licensing fee income generally is being recognized ratably over the term of the
license. The Company's management has determined that the collectibility and
length of time to collect the remaining contracted price due from its licensee
can not be reasonably assured. Accordingly, revenues will be recognized as
collected.

Stock Based Compensation

On January 1, 2006, we adopted the fair value recognition provisions of
Financial Accounting Standards Board ("FASB") Statement of Financial Accounting
Standards ("SFAS") No. 123(R), Accounting for Stock-Based Compensation, to
account for compensation costs under our stock option plans. We previously
utilized the intrinsic value method under Accounting Principles Board Opinion
No. 25, Accounting for Stock Issued to Employees (as amended) ("APB 25"). Under
the intrinsic value method prescribed by APB 25, no compensation costs were
recognized for our employee stock options because the option exercise price
equaled the market price on the date of grant. Prior to January 1, 2006, we only
disclosed the pro forma effects on net income and earnings per share as if the
fair value recognition provisions of SFAS 123(R) had been utilized.

In adopting SFAS No. 123(R), we elected to use the modified prospective method
to account for the transition from the intrinsic value method to the fair value
recognition method. Under the modified prospective method, compensation cost is
recognized from the adoption date forward for all new stock options granted and
for any outstanding unvested awards as if the fair value method had been applied
to those awards as of the date of grant. We had no outstanding unvested awards
at the adoption date and we had no outstanding unvested awards during the 2005
comparative period.

New Accounting Pronouncements

In March 2006, the FASB issued FASB Statement No. 156, Accounting for Servicing
of Financial Assets - an amendment to FASB Statement No. 140. Statement 156
requires that an entity recognize a servicing asset of servicing liability each
time it undertakes an obligation to service a financial asset by entering into a
service contract under certain situations. The new standard is effective for
fiscal years beginning after September 15, 2006. The Company does not expect its
adoption of this new standard to have a material impact on its financial
position, results of operations or cash flows.

                                       8
<PAGE>

Reclassifications

Certain items in the 2005 financial statements have been reclassified to conform
to the current period presentation.

NOTE 3 - GOING CONCERN

The accompanying 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 $827,086
for the three months ended March 31, 2006, a working capital deficiency of
$3,872,259 at March 31, 2006 and a stockholders' deficiency of $3,859,511 at
March 31, 2006. These factors raise substantial doubt about its ability to
continue as a going concern. The ability of the Company to continue as a going
concern is dependent on the Company's ability to raise additional funds and
implement its business plan. The accompanying financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern.

NOTE 4 - CONVERTIBLE DEBT

Notes payable at March 31, 2006 and December 31, 2005 are as follows:

<TABLE>
<CAPTION>
                                                                                        March 31,    December 31,
                                                                                          2006             2005
<S>                                                                                   <C>              <C>
 Denise Barbato,  bearing interest at 10% per year, convertible into common stock
 at $0.084 per share. The note is payable on August 31, 2006                          $   973,135      $   973,135

 Denise Barbato,  bearing interest at 10% per year, convertible into common stock
 at $0.084 per share. The note is payable on August 31, 2006
 (net of discount of $26,707)                                                               4,293               --

 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

 Long Lane  Capital  demand  note at 12 % per year,  convertible  into common
 stock at a 50% discount to market                                                         60,000           60,000

 Long Lane  Capital  demand  note at 12 % per year                                         10,000               --
                                                                                      -----------      -----------
 Total notes payable                                                                    1,086,428        1,072,135
 Less: current portion                                                                 (1,086,428)      (1,072,135)
                                                                                      -----------      -----------
 Balance notes payable (long term portion)                                            $        --      $        --
                                                                                      ===========      ===========
</TABLE>

During the three month period ending March 31, 2006, received $31,000 in
connection with the January 8, 2004 debt consolidation agreement. Per the terms
of the January 8, 2004 agreement, the funds are repayable at the rate of $0.084
per share and are due August 31, 2006. Since the notes are convertible at a
discount to market, the Company has recorded a debt discount related to the
beneficial conversion feature in the amount of $31,000, based on the proceeds
received. The discount is being amortized over the term of the debt, through
August 31, 2006.

During January, 2006, the Company received $10,000 from Long Lane Capital
pursuant to a demand promissory note bearing interest at 12% per year.


                                       9
<PAGE>

NOTE 5 - STOCKHOLDER'S EQUITY

During the three months ended March 31, 2006 the Company issued an aggregate of
345,437 shares of common stock, valued at $278,364, for consulting services.

During the three months ended March 31, 2006 the Company issued 868,424 shares
as payment of expenses accrued at December 31, 2005 in the amount of $531,429.

During January 2006 the Company issued 2,000,000 shares of common stock as
payment of $168,000 of interest accrued to Denise Barbato per the terms of the
January 8, 2004 debt consolidation agreement.

During the three months ended March 31, 2005 the Company issued an aggregate of
1,222,879 shares of common stock, valued at $804,750, for consulting services.

In February, 2005, the Company issued Long Lane Capital a warrant to purchase
500,000 shares of common stock in connection with a financing transaction. In
accordance with EITF 00-27, a portion of the proceeds was allocated to the
warrant based on its relative fair value, which totaled $53,552 using the
Black-Scholes option pricing model. The assumptions used in the Black-Scholes
model are as follows: (1) dividend yield of 0%; (2) expected volatility of
215%,(3) risk-free interest rate of 4.9%, and (4) expected life of 2 years. The
Company recorded a financing expense attributable to the warrants and the
beneficial conversion feature of $60,000.

NOTE 6- MAJOR SUPPLIERS AND CUSTOMERS

The Company licensed its technology to one customer during the three months
ended March 31, 2006. That customer accounted for all of its accounts receivable
at March 31, 2006.

NOTE 7 - SUBSEQUENT EVENTS

In April 2006 the company issued 309,545 shares to Long Lane capital valued at
$68,100 as a payment for the February 2005 note plus accrued interest.

Subsequent to March 31, 2006 the Company issued 652,850 shares of common stock
valued at $530,866 for consulting services.

On May 3, 2006 The company issued 1,000,000 shares of common stock to J.P.
Turner persuant to an investment banking contract entered into between the
parties on November 19, 2004. The shares were valued at $240,000.

                                       10
<PAGE>

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

FORWARD-LOOKING STATEMENT NOTICE:

This quarterly report on Form 10-QSB and our future filings with the Securities
and Exchange Commission contain many forward-looking statements, which involve
risks and uncertainties. For this purpose, any statements contained in this
report that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the foregoing, statements 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.
These statements are intended to identify forward-looking statements within the
meaning of the various securities acts. We wish to caution thereader that all
forward-looking statements contained in this Form 10-QSB areonly estimates and
predictions. Our actual results could differ materially from those anticipated
as a result of risk facing us or actual events differing from the assumptions
underlying such forward-looking statements. Readers are cautioned not to place
undue reliance on any forward-looking statements contained in this Quarterly
Report on Form 10-QSB. Readers are cautioned not to place undue reliance on
these forward-looking statements. We undertake no obligation to update any of
these factors or to publicly announce any change to our forward-looking
statements made herein, whether as a result of new information, future events,
changes in expectations or otherwise.

Our 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 have 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 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.

                                       11
<PAGE>

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 to 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.

                                       12
<PAGE>

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.

During 2004, the company filed two U.S. patent applications for our (Tritiated
Water Remediation)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 2006 for our TWR technology, Nuclear Weapons Detection
Technology, and our Nuclear Micro Battery Technology.

On March 15, 2005, we entered into a License Agreement with I.P. Technology
Holding, Inc.(IPTH), a New Jersey corporation. We granted I.P. Technology a
limited license for the right to the purchase and resell products based on our
patent pending technology for the detection of shielded fissile nuclear
materials to all non-federal police and fire agencies in the United States for
the patent life of the technology.

Additionally, IPTH has the right to sub-license their rights under the terms of
the license with the approval of the company. IPTH has agreed to pay Nuclear
Solutions the sum of Nine Million Seven Hundred Thousand ($9,700,000) Dollars
over a ten (10) year period, payable on a Bi-annual basis in the amount of
$485,000 Dollars, or more, until paid in full. To the extent this technology is
commercialized, we will be entitled to an Eight(8%) percent royalty payment on
all I.P. Technology Holding gross revenue related to this technology. On January
10, 2006 we modified the March 15, 2005 licensing agreement with I.P. Technology
Holding, Inc. Wherein license fees totaling $465,416 on December 31, 2005 were
deferred until April 2006 and IPTH's payment schedule was changed to bi-annual.

We continued our strategic relationship with Multipartner, S.P.A, an 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.
Our 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 2005, we have worked with our Russian office and scientific
advisory board to explore additional technology and developmental opportunities
with the Russian scientific establishment. Previously we were researching the
expansion of our weapons detection technology portfolio by investigating the
acquisition of rights to a Russian developed Improvised Explosive Detection
Technology. We have elected to forgo pursuit of this technology in order to
focus resources on other projects.

During 2005, we continued 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. 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.

                                       13
<PAGE>

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 Atomics 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 technology license agreement with IP
Technology Holding, Inc. 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.

                                       14
<PAGE>

OUR TECHNOLOGIES:

GRAVIMETRIC SHIELDED NUCLEAR  MATERIAL/PORTABLE NUCLEAR WEAPON DETECTOR (Patents
Pending)

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. When the radiation emitted from these
materials is effectively shielded, detection by conventional means is not
possible.

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.

This technology is protected by three pending patent applications. We filed our
first patent application in October 2004. Subsequently we filed two additional
patent applications in January 2005. On October 18, 2005 we filed for our first
international patent on this technology via the Patent Cooperation Treaty (PCT).
We expect further development work on the intellectual property relating to this
technology and expect to file additional patents over the next twelve months.

On March 15, 2005, we entered into a License Agreement with I.P. Technology
Holding, Inc.(IPTH), a New Jersey corporation. We granted I.P. Technology a
limited license for the right to the purchase and resell products based on our
patent pending technology for the detection of shielded fissile nuclear
materials to all non-federal police and fire agencies in the United States for
the patent life of the technology.

Additionally, IPTH has the right to sub-license their rights under the terms of
the license with the approval of the company. IPTH has agreed to pay Nuclear
Solutions the sum of Nine Million Seven Hundred Thousand ($9,700,000) Dollars
over a ten (10) year period, payable on a Bi-annual basis in the amount of
$485,000 Dollars, or more, until paid in full. To the extent this technology is
commercialized, we will be entitled to an Eight(8%) percent royalty payment on
all I.P. Technology Holding gross revenue related to this technology. On January
10, 2006 we modified the March 15, 2005 licensing agreement with I.P. Technology
Holding, Inc. Wherein license fees totaling $465,416 on December 31, 2005 were
deferred until April 2006 and IPTH's payment schedule was changed to bi-annual.

Over the next 12 months our development plan for our gravimetric nuclear
material detector is as follows:

      -     Continue development of the related intellectual property and file
            additional patent applications.

      -     Secure funding of approximately $500,000 to $1.5M through debt or
            equity instruments to fund this project.

      -     Secure a strategic commercial development partner.

      -     Build and demonstrate a proof-of principle prototype.

      -     Seek additional licensees.

                                       15
<PAGE>

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. In January 2006, the company extended the license option rights under the
terms of the agreement until January 2007 in exchange for the payment of all
outstanding maintenance fees. 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.

Two of the three nuclear micro-battery patents the we hold a license option
for(Pat. Nos. 5,087,533; and 6,118,204) have expired as a result of non-payment
of patent maintenance fees by the prior assignee; 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 fees. The
patent revivals are currently in process and we anticipate receiving further
information from the USPTO within the next twelve months. We are currently
developing the next generation of nuclear micro-battery technology that could
render the previous patents obsolete. However, the reinstatement of the expired
patents could 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
in 2005. 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 2007.

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
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%. Furthermore, another limitation of conventional betavoltaic
batteries and P-N junction devices 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.

                                       16
<PAGE>

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 this technology will receive any additional patents or that the
technology can be successfully commercialized.

Over the next 12 months we plan on raising capital in the amount of $500,000 to
$1,000,000 to fund the development of our nuclear micro-battery technology. We
also plan on funding a development program with Lawrence Livermore National
Laboratory to build new battery prototypes intended for Micro-Electro-Mechanical
Systems(MEMS) applications. We anticipate raising the money to fund this project
through a combination of debt and equity financing.

TRITIATED WATER REMEDIATION TECHNOLOGY (TWR) (Patents Pending)

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.

During 2004 we filed 2 patent applications with the United States Patent and
Trademark Office to secure the rights to the tritium remediation technology and
the technology is now patent pending. IN 2005 these patent applications
published and are still pending. Additionally in 2005 we filed 2 international
patent applications based on our previously filed U.S. Patent Applications. Over
the next 12 months we plan on developing this technology further and filing for
additional patent protection. However, 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.

                                       17
<PAGE>

Over the next 12 months we plan on raising capital in the amount of
approximately $500,000 to fund the further development and proof-of-principal
demonstration of our tritiated water remediation technology. We anticipate
raising the money to fund this project through a combination of debt and equity
financing.

Progress in the development of our technologies have been slower than expected
due to the lack of personnel and lack of working capital. We anticipate
increasing staffing levels over the next 12 months. We estimate that with
working capital of $2,000,000 dollars at least one of our technologies will be
fully demonstrable and ready for commercial licensing within 18 months.

Entering the Renewable Fuels Sector with Fuel Frontiers, Inc. (formerly Future
Fuels, Inc.)

Introduction

In 2005 the company entered the renewable fuels business through a new
subsidiary called Fuel Frontiers, Inc. (formerly known as Future Fuels, Inc.).
The primary business of Fuel Frontiers, Inc. (FFI) is to plan, design, finance,
construct, and operate multiple ethanol synthesis facilities worldwide to
transform virtually cost-free waste materials such as used tires, waste coal,
solid and liquid municipal wastes, biomass, and other similar low-value societal
refuse into high-value fuel-grade ethanol.

Initially, we plan on focusing our efforts in the proximity of the east and west
coasts of the United States. Over the next twelve months, we anticipate
expanding our project development efforts internationally as opportunities arise
and as our capital and human resources permit.

We intend to build our facilities with modular expansion capability to allow for
increased future production and/or gasification of additional or diverse
feedstock (waste materials). As of the date of this report, we are currently in
negotiations to retain CH2MHILL/ Lockwood Greene for design engineering,
procurement, construction, and production operations for our first facility in
the planning stages at Toms River, NJ. As a matter of policy and our business
model, we intend to outsource engineering, procurement, construction as well as
daily facility management and operations of any future facilities to qualified
providers such as CH2MHILL/Lockwood Greene or other similar companies.

Due to the business model differences between the parent company Nuclear
Solutions, Inc. and its subsidiary Fuel Frontiers, Inc., management anticipates
establishing an exploratory committee to periodically evaluate if and when
business conditions warrant a formal spin-off of FFI as a separately registered
public entity. It is anticipated that the key criteria which will be used to
make this determination may include; facilitating access to capital in a manner
consistent and suitable for the company's specific business environment,
allowing for a clearer assessment of each company's respective financial
performance, encouragement of separate corporate cultures, increased management
independence with specialized focus towards core business operations and the
potential for establishing equity-based employee incentive programs linked
directly and independently to the employees respective employer.

                                       18
<PAGE>

System Overview

The FFI approach for the production of ethanol occurs in two stages. In the
first stage the feedstock material is fed into the Startech Plasma Converter
System (PCS) which transforms the feedstock material into Plasma Converted Gas
(PCG) (TM), a synthesis gas. FFI entered into a global strategic alliance with
Startech Environmental Corporation that includes the use of this technology. The
heart of Startech's Plasma Converter System contains a plasma field that reaches
temperatures up to 30,000 degrees Centigrade. The plasma breaks down feedstock
materials--such as waste coal, used tires, wood wastes, raw sewage, municipal
solid wastes, biomass, low-grade waste-coal, and other agricultural
by-products--to their core elements in a clean and efficient manner which
generates significant amounts of PCG (synthesis gas). Excess heat energy is
removed from the resulting PCG and recovered to generate electricity on-site
which can be used to provide power to the system. The cooled PCG is then refined
for purity and passed to the second stage. In the second stage, the refined PCG,
which is composed primarily of carbon, hydrogen and oxygen, is converted into
ethanol though a modified Fischer-Tropsch gas-to-liquids synthesis process
similar in nature to one Dow Chemical pioneered in the mid 1980s. The process
applies a metallic catalyst to chemically transform the Plasma Converted Gas
into ethanol which is then refined to fuel-grade ethanol standards. This
approach is not entirely new; as early as 1936 in Germany Fischer-Tropsch
technology was used with coal-produced synthesis gas to produce alcohols on a
commercial scale.

The FFI approach to ethanol production differs from other approaches for ethanol
production mainly because our system can utilize feedstock materials that are
normally considered waste to society and typically have negligible or no value
and we do not employ a biomass based fermentation process that is typical in the
ethanol production industry. Since we can utilize feedstock virtually free of
cost, our feedstock economic model is highly immune to the uncertainties of
weather, seasonality and competing market forces. The ability to use waste
materials is a benefit of the Startech Plasma Converter System (PCS). The PCS
system has the proven capability to transform a wide variety of waste materials
into the Plasma Converted Gas (PCG) (synthesis gas) in an efficient and
environmentally friendly manner.

Accomplishments to Date

Nuclear Solutions, Inc. concluded the legal formation of an independent
subsidiary under the name Future Fuels, Inc. (FFI) on September 2, 2005.
Subsequently on March 31, 2006, the subsidiary's name was changed to Fuel
Frontiers, Inc. (FFI) and the website at www.fuelfrontiers.com was launched.

On September 23, 2005, the company appointed John C. (Jack) Young, an officer of
Nuclear Solutions, Inc., as president of FFI.

On November 3, 2005, FFI signed a land lease agreement with Venture III
Associates, a New Jersey General Partnership, and a permit and feedstock
agreement with Ocean County Recycling Center, Inc., a New Jersey corporation.

FFI committed to a fifteen-year lease with Venture III Associates, renewable for
up to 90 years, for an approximate six-acre site in Toms River, New Jersey to
build a proposed 52 million gallon waste-to-ethanol production facility in
exchange for 1,000,000 shares of FFI common stock, deferred until June 30, 2006.
When the facility commences ethanol production, the company agrees to pay rent
of $240,000 dollars annually in equal monthly installments, plus three (3%)
percent of the net operating profit.

FFI entered into an exclusive feedstock agreement with Ocean County Recycling
Center (OCRC) in which OCRC agreed to supply FFI with 117,000 to 165,000 tons
per year of suitable feedstock materials for a proposed 52 million gallon
waste-to-ethanol production facility in Toms River, New Jersey in exchange for
FFI converting the materials into synthesis gas. Additionally, FFI also agreed
to pay approximately $14.00 per ton of oversized feedstock materials which shall
not exceed 2% of the total yearly feedstock stream. The feedstock agreement also
secures FFI access to pre-approved state and local environmental permits to
operate the facility, pending standard building permits and procedural, final
consent from necessary regulatory agencies, as well as the on-site, immediately
available source of feedstock suitable for conversion into ethanol.

                                       19
<PAGE>

On November 9, 2005, FFI received preliminary approval for $84 million in
tax-exempt bond financing by the New Jersey Economic Development Authority.
After the statutory ten-day review period by the Governor's office, the
preliminary bond approval was fully executed and officially adopted by the state
of New Jersey on December 5, 2005. The official resolution approval enables FFI
to proceed with a number of due diligence steps--including the bond rating,
underwriting, and placement process--necessary to secure the funds. The
tax-exempt bonds will be used for the design, construction, and initial start-up
operations of the first-of-its-kind 52 million gallon waste-to-ethanol
production facility located in Toms River, New Jersey.

On January 11, 2006, former Managing Director of the New Jersey Economic
Development Authority Frank Mancini joined FFI's team as a consultant to
complete the bond underwriting process for the Toms River facility and to assist
in raising capital through municipal bonds to launch additional waste-to-ethanol
production facilities at other potential sites in the northeast, midwest and on
the west coast. It is anticipated, but not guaranteed, that financing through
the issuance of the bonds will be secured and is among the major priorities
moving forward.

In addition to developments pertaining to financing, FFI entered into a contract
with Tennessee-based Eco-Energy, Inc. on December 15, 2005 for the sale of 50
million gallons of ethanol per year. The ethanol purchase contract between FFI
and Eco-Energy, Inc. was revised on February 27, 2006 to lock-in a 10-year
commitment. Eco-Energy would be purchasing approximately all of the annual
production or output of FFI's waste-to-ethanol facility once operational in Toms
River, New Jersey.

In terms of technology, FFI and Connecticut-based Startech Environmental
Corporation concluded a mutually-exclusive global strategic alliance on March
13, 2006 through which FFI gains access to Startech's innovative, proven and
proprietary Plasma Converter System. Both FFI and Startech agreed to cooperate
in identifying and pursuing business opportunities in which Startech's products
and equipment are integrated with FFI's equipment and production process to
operate waste-to-ethanol conversion facilities not only within the U.S. ethanol
market but also internationally.

On March 28, 2006, Fred Frisco joined the FFI team to assist with worldwide
investor relations.

On April 4, 2006, FFI retained the consulting services of ethanol expert Douglas
A. Durante to provide information and data about the ethanol industry and advise
us on the challenges and opportunities we face as we develop and pursue options
for entering and supplying the ethanol market.

Within the framework of our business model to launch additional waste-to-ethanol
production facilities at other potential sites in the northeast, midwest and on
the west coast, FFI announced on April 10, 2006 that it had entered into an
agreement with Ambient Energy Corporation (Ambient) to begin securing a
potential site with abundant waste coal feedstock in eastern Pennsylvania for a
250 million gallon per year waste-to-ethanol production facility. This facility
would be in addition to the one under development in Toms River, New Jersey.

Over the next twelve months, we anticipate that FFI's development efforts will
continue to focus on finalizing plant designs as well as securing financing and
additional locations. These two key elements will play critical roles in the
establishment of FFI's first waste-to-ethanol conversion facility, which, in
turn, will serve as a prototype for launching additional facilities at other
potential sites domestically and internationally. While we believe that the
appropriate technologies for waste-to-ethanol conversion are commercially
available, there is, however, no guarantee that commercially available
technologies will be appropriate in every instance for producing ethanol in
FFI's proposed facility. Moreover, there could be unexpected problems or delays
in the funding, construction and operation of the facility. There is no
guarantee that FFI will be successful in raising the capital required for this
project through the underwriting of the bond authorization for which it has been
approved. Over the next twelve months we anticipate that FFI will require a
minimum of approximately $1,000,000 to sustain operations. We anticipate raising
this money through debt and/or equity financing.
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.

                                       20
<PAGE>

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" below, 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,
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;
parties 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.

                                       21
<PAGE>

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.

Our products and technologies are still in development and there can be no
assurances as to when and whether we will be able to commercialize our products
and technologies. Our technologies have never been utilized on a large-scale
commercial basis.

Over the next 12 months we expect that we will continue to generate losses until
at least such time as we can generate additional revenue. 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 company with limited
resources, we are subject to all risks inherent with the establishment of a
developing or new business. The 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.

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.

                                       22
<PAGE>

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
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.

                                       23
<PAGE>

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.

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
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.

                                       24
<PAGE>

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.

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

Unless we are able to secure additional funding for operations and payment of
officers salaries, we cannot guarantee that we will be able to retain current
management or attract additional personnel and they will be able to continue to
devote sufficient time to the operations of the business.

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
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.

                                       25
<PAGE>

Plan of Operation

We will need to raise additional money to fund 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.

Since our products and technologies are still in development and there can be no
assurances as to when and whether we will be able to commercialize our products
and technologies. Our technologies have never been utilized on a large-scale
commercial basis.

Over the next 12 months we expect that we will continue to generate losses until
at least such time as we can generate additional revenue. 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. Until commercial operations are
established, no assurance can be given that the Company's technologies will be
commercially successful. Being a company with limited resources, we are subject
to all risks inherent with the establishment of a developing or new business.
The 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.

REVENUES

During the quarter ended March 31, 2006, we recognized revenues of $0
resulting from our license sale to I.P. Technology Holding, Inc. This compares
to $40,416 in revenues for the same period ended March 31, 2005.


                                       26
<PAGE>

On March 15, 2005, we entered into a License Agreement with I.P. Technology
Holding, Inc.(IPTH), a New Jersey corporation. We granted I.P. Technology a
limited license for the right to the purchase and resell products based on our
patent pending technology for the detection of shielded fissile nuclear
materials to all non-federal police and fire agencies in the United States for
the patent life of the technology.

Additionally, IPTH has the right to sub-license their rights under the terms of
the license with the approval of the company. IPTH has agreed to pay Nuclear
Solutions the sum of Nine Million Seven Hundred Thousand ($9,700,000) Dollars
over a ten (10) year period, payable on a Bi-annual basis in the amount of
$485,000 Dollars, or more, until paid in full. To the extent this technology is
commercialized, we will be entitled to an Eight(8%) percent royalty payment on
all I.P. Technology Holding gross revenue related to this technology. On January
10, 2006 we modified the March 15, 2005 licensing agreement with I.P. Technology
Holding, Inc. Wherein license fees totaling $465,416 on December 31, 2005 were
deferred until April 2006 and IPTH's payment schedule was changed to bi-annual.

While the total revenue under the License Agreement is $9.7 Million over a
ten-year period, management has elected to recognize the license revenue on a
cash basis. We have made this election because IPTH is a start-up enterprise and
this raises the level of risk and uncertainty regarding the ultimate
collectibility of the $9.7 million Dollars over a ten-year period. At this time,
we believe this conservative approach is prudent. Management will re-evaluate
this financial treatment on a quarterly basis.

Business Concentration

For the quarter ended March 31, 2006, the balance of all accounts receivables
was from one customer.

OPERATING EXPENSES

Operating expenses for the period ended March 31, 2006 were $795,805 and
compares to $886,363 for the same period ended March 31, 2005. Included in
the quarter ended March 31, 2006 are 574,798 and $165,200 in expenses for
consulting fees and legal fees respectively. This compares to $682,973 in
consulting fees and $106,930 in legal fees for the quarter ended March 31, 2005.

During the quarter ended March 31, 2006 we incurred losses of $827,086. This
compares to losses of $933,150 for the quarter ended March 31, 2005. These
expenses were associated principally with equity-based compensation to employees
and consultants, product development costs and professional services. As a
result of limited capital resources from its inception, the Company has relied
on the issuance of equity securities to non-employees in exchange for services.

The Company's management enters into equity compensation agreements with
non-employees if it is in the best interest of the Company under terms and
conditions consistent with the requirements of Financial Accounting Standards
No. 123, Accounting for Stock Based Compensation. In order conserve its limited
operating capital resources, the Company anticipates continuing to compensate
non-employees for services during the next twelve months. This policy may have a
material effect on the Company's results of operations during the next twelve
months.

Liquidity and Capital Resources

As of March 31, 2006, we had a working capital deficit of $3,872,259. This
compares to a working capital deficit of $3,411,798 as of March 31, 2005. As
a result of our operating losses for the quarter ended March 31, 2006, we
generated a cash flow deficit of $53,744 from operating activities. Cash flows
used in investing activities was $0 during the period. Cash flows provided by
financing activities were $41,000 on proceeds from short-term notes payable for
the quarter ended March 31, 2006.

In addition to the revenue provided by the license agreement with IPTH,
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. We intend to use the proceeds derived
from revenues or financing to pay salaries, and general and administrative
expenses to maintain the core operations of the company. By adjusting our
operations and development to the level of capitalization, we believe that the
annual expected license revenue of $970,000 if collected will be sufficient to
sustain the basic company operations over the next 12 months.

                                       27
<PAGE>

Management believes it has sufficient 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 independent auditors report on the company's December 31,
2005 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 technology, 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.

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.

From our inception through the period ended March 31, 2006, we have relied on
the services of outside consultants for services and currently have one full
time and one part 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.

OUR TECHNOLOGIES:

ITEM 3. CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures.

      As of the end of the reporting period, March 31, 2006, and subsequent to
the date of this report, we carried out evaluations, under the supervision and
with the participation of our management, including the Company's Chairman and
Chief Executive Officer and the Chief Financial Officer, of the effectiveness of
the design and operation of our disclosure controls and procedures pursuant to
Rule 13a-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.

                                       28
<PAGE>

(b) Changes in Internal Control.

      As required by Rule 13a-15(d), the Company's Chairman and Chief Financial
Officer, also conducted evaluations 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
September 30, 2005, 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.

(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.

                                       29
<PAGE>

                            PART II-OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS.

On January 25, 2006, we issued Denise Barbato 2,000,000 shares valued at
$146,000 for interest expense according to the terms of the January 8, 2004 debt
consolidation agreement.

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

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

ITEM 5. OTHER INFORMATION.

                                       30
<PAGE>

ITEM 6. EXHIBITS

(a) Exhibits:

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.


                                   SIGNATURES

      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated: May 22, 2006.


                                        NUCLEAR SOLUTIONS, INC.


By: /s/Patrick Herda
   -----------------
   Patrick Herda
   Title: President, CEO, CFO


                                       31