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 ended March 31, 2002
--------------------------------------------------------------------------------

[ ]  Transition Report under Section 13 or 15(d)of the Exchange Act For the
     Transition Period from ________  to  ___________
--------------------------------------------------------------------------------

                        Commission file number    000-31959
                                                  ---------

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

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

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

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

                           1530 East Commercial St.
                              Meridian, ID 838642
        -------------------------------------------------------------
        Former Name, former address and former fiscal year if changed
                               since last report

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
Such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
                                                         Yes [x]  No [ ]

      Applicable  only to issuers involved in bankruptcy proceedings during the
preceding five years

      Check whether  the registrant filed all documents and reports required to
be filed by Section 12,  13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.         Yes [ ]  No [ ]

      Applicable on to corporate issuers

      State the number of  shares  outstanding of each of the issuer's class of
common equity, as of the latest practicable date:

      Transitional Small Business Disclosure Format
      (Check One)
      Yes [ ]  No [x]


<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements.................................   3
          Balance Sheet.......................................    4
          Income Statement....................................... 5
          Statements of Cash Flows..............................  6
          Notes to Financial Statements........................  7-13

Item 2.  Management's Discussion and Analysis of Plan
         of Operation.........................................   14

PART II. OTHER INFORMATION

Item 1.   Legal Proceedings...................................   20

Item 2.   Changes in Securities and Use of Proceeds...........   20

Item 3.   Defaults upon Senior Securities.....................   20

Item 4.   Submission of Matters to a Vote
          of Security Holders.................................   20

Item 5.   Other Information....................................  20

Item 6.   Exhibits and Reports on Form 8-K.....................  22

Signatures.....................................................  23

                                     2

<PAGE>

NUCLEAR SOLUTIONS, INC.
FORM 10-QSB


PART I-FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS.  (Unaudited)

As prescribed by Item 310 of Regulation S-B, the independent auditor has
reviewed these unaudited interim financial statements of the registrant
for the three months ended March 31, 2002.  The financial statements reflect
all adjustments which are, in the opinion of management, necessary to a
fair statement of the results for the interim period presented.  The
unaudited financial statements of registrant for the three months ended
March 31, 2002, follow.



                                     3

<PAGE>


                           Nuclear Solutions, Inc.
                      [formerly Stock Watch Man, Inc.]
                       (a Development Stage Company)
                              Balance Sheets
<TABLE>
<CAPTION>

BALANCE SHEETS

                                               (unaudited)
                                                March 31,    December 31,
Assets                                             2002          2001
                                                ---------     ----------
<S>                                             <C>           <C>
Current assets:
  Cash and equivalents                          $        -    $    2,128
  Prepaid consulting fees                         127,500        150,000
                                                ---------     ----------
Total Current Assets                              127,500        152,128
                                                ---------     ----------

Fixed assets, net                                  18,720          3,690
Acquired technology, net                           78,300         82,650
                                                ---------     ----------

                                                $ 224,520     $  238,468
                                                =========     ==========

Liabilities and Stockholders' Equity

Current liabilities
  Checks issued in excess of cash               $      502    $        -
  Accounts payable                                       -        16,180
  Accrued expenses                                 666,801        51,015
  Accrued payroll                                        -        26,568
  Accrued executive compensation                   982,492       917,942
  Accrued interest                                     800           242
  Notes payable                                    275,000             -
                                                ---------     ----------
    Total current liabilities                   1,925,595      1,011,947
                                                ---------     ----------

Convertible debt - related party                   19,000         29,000

Stockholders' equity (deficit):

Preferred stock, $0.0001 par value,
     10,000,000 shares authorized,
     zero shares issued and
     outstanding                                        -              -

Common stock, $0.0001 par value,
     100,000,000 shares authorized;
     20,850,000 shares issued and
     outstanding as of 3/31/02
     12/31/01                                       2,058          2,085
Additional paid-in capital                        797,915        797,915
Deferred compensation                            (550,361)      (253,125)
(Deficit) accumulated during development stage (1,969,714)    (1,349,354)
                                                ----------     ----------
                                               (1,720,075)      (802,479)
                                                ---------     -----------
                                                $ 224,520     $   238,468
                                                =========     ===========

</TABLE>

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

                                      4
<PAGE>

                           Nuclear Solutions, Inc.
                      [formerly Stock Watch Man, Inc.]
                       (a Development Stage Company)
                               (unaudited)
                          Statement of Operations

<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS


                                      Three Months Ending    February 27, 1997
                                           March 31,         (Inception) to
                                     -----------------------     March 31,
                                        2002         2001           2002
                                     ----------   ----------   --------------
<S>                                  <C>          <C>          <C>
Revenue                              $        -   $        -   $            -
                                     ----------   ----------   --------------

Expenses:
  Depreciation and
     amortization                         5,041           15            9,810
  Consulting fees                       207,1345           -          700,134
  Legal fees                             50,000            -           75,000
  Executive compensation
    - related party                     204,925            -          869,742
  General and
    administrative
    expenses                            152,702        5,036          314,228
                                     ----------   ----------   --------------
    Total expenses                      619,802        5,051        1,968,914
                                     ----------   ----------   --------------

Other (expense):

Interest expense - related party           (558)           -             (800)
                                     ----------   ----------   --------------
Net (loss)                          $  (620,360)   $  (5,051)   $  (1,969,714)
                                    ============   ===========  ==============

Weighted average
   number of
   common shares
   outstanding                        20,850,000     2,127,500
                                    =============  ============

Net (loss) per share                $      (0.03)  $        (0)
                                    =============  ============

</TABLE>

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


                                      5

<PAGE>

                           Nuclear Solutions, Inc.
                      [formerly Stock Watch Man, Inc.]
                     (a Development Stage Company)
                               (unaudited)
                        Statement of Cash Flows
<TABLE>
<CAPTION>

STATEMENT OF CASH FLOWS

                                      Three Months Ending    February 27, 1997
                                           March 31,         (Inception) to
                                     -----------------------     March 31,
                                        2002         2001           2002
                                     ----------   ----------   --------------
<S>                                  <C>          <C>          <C>
Net (loss)                           $  (620,360) $  ( 5,051)  $(1,969,714)
Depreciation & amortization                5,041          15        94,185
Shares issued for consulting services          -           -       443,000
Shares issued for prepaid
     consulting services                       -           -       200,000
Shares issued for legal fees                   -           -         5,000
Adjustments to reconcile net
  (loss) to net cash provided (used)
  by operating activities:
  (Increase) in prepaid
     consulting services                 22,500            -     (127,500)
  Increase in checks written in
     Excess of cash                         502            -          502
  Decrease in accounts payable          (16,180)           -            -
  Increase in accrued expenses          515,,786           -      666,801
  Decrease in accrued payroll           (26,568)           -            -
  Increase in executive compensation     65,550            -      898,117
  Increase in accrued interest              558            -          800
                                    -----------  -----------  -----------
Net cash provided (used) by
operating activities                     45,829       (5,036)     211,191
                                    -----------  -----------  -----------
CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of fixed assets                (15,720)           -      (19,757)
                                    -----------  -----------  ------------
Net cash (used) by
investing activities                    (15,720)           -      (19,757)
                                    -----------  -----------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in notes payable               275,000           -        275,000
Convertible debt - related party        (10,000)          -         19,000
Issuance of common stock                      -           -         44,828
Donated capital                               -           -         20,100
(Increase) in deferred compensation    (297,237)          -       (550,362)
                                    -----------  -----------  ------------
Net cash (used) by
financing activities                    (32,237)          -       (191,434)
                                    -----------  -----------  -------------

Net (decrease) increase in cash          (2,128)      (5,036)            -
Cash - beginning                          2,128       11,419             -
                                    -----------  -----------  ------------

Cash - ending cash                  $         -  $     6,383  $          -
                                    ===========  ===========  ============

Supplemental disclosures:

     Interest paid                  $        -   $         -  $          -
                                    ===========  ===========  ============
     Income taxes paid              $        -   $         -  $          -
                                    ===========  ===========  ============
Non-Cash financing activities:
     Number of shares issued for
       consulting services                   -             -     1,950,000
                                    ===========  ===========  ============
     Number of shares issued for
       legal services                        -             -       100,000
                                    ===========  ===========  ============
     Number of shares issued to
       acquire technology                    -             -    17,872,500
                                    ===========  ===========  ============
</TABLE>


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


                                      6

<PAGE>



                              Nuclear Solutions, Inc.
                        [formerly Stock Watch Man, Inc.]
                          (a Development Stage Company)
                                      Notes



NOTE 1 - BASIS OF PRESENTATION

The  interim financial statements included herein, presented in accordance with
United  States  generally  accepted  accounting  principles  and  stated  in US
dollars,  have  been  prepared  by  the Company, without audit, pursuant to the
rules  and  regulations of the Securities  and  Exchange  Commission.   Certain
information and  footnote disclosures normally included in financial statements
prepared in accordance  with generally accepted accounting principles have been
condensed or omitted pursuant  to  such  rules  and  regulations,  although the
Company  believes  that  the  disclosures  are adequate to make the information
presented not misleading.

These  statements  reflect  all  adjustments, consisting  of  normal  recurring
adjustments,  which, in the opinion  of  management,  are  necessary  for  fair
presentation of  the information contained therein.  It is suggested that these
interim  financial  statements  be  read  in  conjunction  with  the  financial
statements  of  the  Company  for  the period ended December 31, 2001 and notes
thereto included in the Company's Form  10-KSB.   The  Company follows the same
accounting policies in the preparation of interim reports.

Results  of  operations  for the interim periods are not indicative  of  annual
results.

NOTE 2 - GOING CONCERN

These financial statements  have  been  prepared  in  accordance with generally
accepted   accounting   principles   applicable  to  a  going  concern,   which
contemplates the realization of assets  and the satisfaction of liabilities and
commitments  in the normal course of business.   As  at  March  31,  2002,  the
Company has not recognized revenue to date and has accumulated operating losses
of approximately $1,969,714 since inception.  The Company's ability to continue
as a going concern  is  contingent upon the successful completion of additional
financing arrangements and  its  ability  to  achieve  and  maintain profitable
operations.  Management plans to raise equity capital to finance  the operating
and  capital  requirements  of  the  Company.  Amounts raised will be used  for
further  development  of  the  Company's products,  to  provide  financing  for
marketing and promotion, to secure  additional  property and equipment, and for
other  working  capital  purposes.  While the Company  is  expending  its  best
efforts to achieve the above  plans,  there  is  no  assurance  that  any  such
activity will generate funds that will be available for operations.

NOTE 3 - PREPAID CONSULTING FEES

As  of  March  31,  2002,  the  Company  had  a  consulting agreement valued at
$200,000.   Amortization  expense totaled $22,500 for  the  three-month  period
ended March 31, 2002.

                                     7
<PAGE>

                              Nuclear Solutions, Inc.
                        [formerly Stock Watch Man, Inc.]
                          (a Development Stage Company)
                                      Notes


NOTE 4 - FIXED ASSETS

The Company purchased fixed  assets  in the amount of $15,720 during the three-
month period ended March 31, 2002.  Depreciation  expense  totaled $691 for the
three-month period ended March 31, 2002.

NOTE 5 - ACQUIRED TECHNOLOGY

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

NOTE 6 - ACCRUED EXECUTIVE COMPENSATION

The Company had  an  Employment  Agreement  with Paul M. Brown, it's president,
whereby the Company is to pay Mr. Brown an annual base salary of $250,000.  For
the three-month period ended March 31, 2002,  the  amount  accrued was $142,667
and at Mr. Brown's discretion will be paid back either in cash  or common stock
at a price of $1 per share.

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

The Company hired  Patrick  Herda as the vice president of business development
whereby the Company is to pay Mr. Herda an annual base salary of $150,000.  For
the three-month period ended March 31, 2002, the amount accrued was $62,325 and
at Mr. Herda's discretion will be paid back either in cash or common stock at a
price of $1 per share.

The Company appointed Bry Behrmann  as  the  Executive  Vice  President  of the
Company and the director of licensing development whereby the Company is to pay
Mr.  Behrmann  an  annual amount of 150,000 shares of the Company's $0.0001 par
value common stock valued  at $337,500.  For the three-month period ended March
31, 2002, the amount accrued was $337,500 to be paid back with common stock.

                                      8

<PAGE>

                              Nuclear Solutions, Inc.
                        [formerly Stock Watch Man, Inc.]
                          (a Development Stage Company)
                                      Notes


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

The  Company  hired  Adrian  Joseph  as  the vice president of special projects
whereby the Company is to pay Mr. Joseph an  annual  base  salary  of $144,000.
For the three-month period ended March 31, 2002, the amount accrued was $12,000
and at Mr. Joseph's discretion will be paid back either in cash or common stock
at a price of $1 per share.

NOTE 7 - CONVERTIBLE DEBT - RELATED PARTY

On  November  24,  2001  the  Company  executed  a  promissory note with Global
Atomics,  Inc. (GAI), a company owned solely by Paul M.  Brown,  the  Company's
president,  in  the  amount of $14,000.  The note bears an interest rate of 10%
per annum and is due upon demand.  At the request of GAI, any unpaid balance of
principal and interest  due  will  be converted in common stock at a rate of $1
per share.  During the three-month period  ended  March  31,  2002, the Company
paid GAI $10,000.  As of March 31, 2002, the amount due is $4,000  in principal
and $183 in accrued interest.

On  December 11, 2001 the Company executed a promissory note with International
Fission  Fuels,  Inc.  (IFFI),  a  company  owned  solely by Paul M. Brown, the
Company's president, in the amount of $15,000.  The note bears an interest rate
of 10% per annum and is due upon demand.  At the request  of  IFFI,  any unpaid
balance  of principal and interest due will be converted in common stock  at  a
rate of $1  per  share.   As  of  March  31, 2002, the amount due is $15,000 in
principal and $375 in accrued interest.

NOTE 8 - NOTES PAYABLE

On January 2, 2002, the Company executed a promissory note with DMB Enterprises
(DMB) whereby DMB loaned $275,000.  The note  will  accrue  an interest rate of
10% per annum and will begin accruing interest on April 1, 2002.   This note is
due  upon  demand  and  may be paid back in cash or common stock at a price  of
$0.75 per share.

                                       9

<PAGE>


                              Nuclear Solutions, Inc.
                        [formerly Stock Watch Man, Inc.]
                          (a Development Stage Company)
                                      Notes

NOTE 9 - STOCK OPTIONS

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

<TABLE>
<CAPTION>
                                    Three Months ended      Three Months ended
                                      March 31, 2002          March 31, 2001
                                    ------------------      -------------------
                                              Weighted                 Weighted
                                              Average                  Average
                                              Exercise                 Exercise
                                    Shares    Price         Shares     Price
                                    ------------------      -------------------
<S>                               <C>           <C>        <C>        <C>
Outstanding
at beginning
of period
                                       --          --           --       --
  Granted                         120,000       $1.00           --       --
  Exercised                            --          --           --       --

  Lapsed or
  cancelled                            --          --           --       --
                                  -------      ------      -------   ------
Outstanding
at end of
period                            120,000       $1.00            --      --
                                  -------      ------      -------   ------
Options
exercisable
at end of
period                            120,000                       --
                                  -------      ------      -------   ------
Options
available for
future grant
                                       --                       --
Weighted
average
minimum fair
value of
options
granted
during the
period                                 --                       --

</TABLE>
                                        10
<PAGE>

                              Nuclear Solutions, Inc.
                        [formerly Stock Watch Man, Inc.]
                          (a Development Stage Company)
                                      Notes


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


<TABLE>
<CAPTION>
                                  Three Months ended     Three Months ended
                                     March 31, 2002         March 31, 2001
                                  ------------------     ------------------
<S>                              <C>                   <C>
Net loss available
To common stockholders:
          As reported            $(620,360)            $(5,051)
                                 ==========            ========
          Pro Forma              $(878,360)            $(5,051)
                                 ==========            ========
</TABLE>


The  weighted  average  minimum  fair value of options granted during the three
years in the three-month period ended  March 31, 2002, estimated on the date of
grant  were determined using the Black-Scholes  option-pricing  model  and  the
following assumptions: dividend yield of 0%, expected volatility of 109%, risk-
free interest  rate range of 5.81% to 6.09% depending on the grant date, and an
expected life of five years.



                                      11

<PAGE>


                              Nuclear Solutions, Inc.
                        [formerly Stock Watch Man, Inc.]
                          (a Development Stage Company)
                                      Notes



The  following  table  presents  summarized  information  about  stock  options
outstanding as of March 31, 2002.

<TABLE>
<CAPTION>
                                Options Outstanding    Options Exercisable
                                -------------------    -------------------
                               Weighted
                                Average                            Weighted
    Exercise    Number         Remaining    Weighted    Number     Average
    Prices    Outstanding     Contractual   Average   Outstanding  Exercise
              at 3/31/01         Life       Exercise   at 3/31/01  Price
                                             Price
---------------------------------------------------------------------------
<S> <C>        <C>              <C>          <C>        <C>         <C>
    $1.00      120,000          1 year       $1.00      120,000     $1.00
---------------------------------------------------------------------------

</TABLE>

NOTE 10 - COMMITMENTS

On January 23, 2002,  the  Company  hired  John  Dempsey  as the executive vice
president whereby the Company is to pay Mr. Dempsey an annual  base  salary  of
$120,000.   During the three-month period ended March 31, 2002, Mr. Dempsey was
paid $22,585.

On February 28,  2002,  the  Company  entered into an agreement with Los Alamos
National Labs to provide support services  for  our  MCNP  computer  simulation
effort.  The term is for one year and the Company paid $30,000.

On  March  4,  2002,  the Company entered into a Research and License Agreement
with Industrial Mathematics,  Ltd. (IIM) in exchange for $325,000.  The initial
payment due is $40,000 with nineteen monthly payments of $15,000.  The expected
term of the research is 12 - 15  months and if the project is delivered on time
and is successful, then the Company  will  issue shares of its $0.001 par value
common stock valued at $100,000 based on the  fair  market value of the shares.
IIM will receive royalties of 4% of net sales of the products.

On March 28, 2002, the Company executed an investment banking agreement with I-
Capital Investment (IC).  The Company paid $25,000 as  a  retainer and upon the
close of a financial deal will pay IC $125,000.  In additional, IC will receive
50,000 shares of the Company's $0.001 par value common stock.

                                    12

<PAGE>



                              Nuclear Solutions, Inc.
                        [formerly Stock Watch Man, Inc.]
                          (a Development Stage Company)
                                      Notes



NOTE 11 - RELATED PARTY TRANSACTIONS

On  January  23,  2002,  the Company hired John Dempsey as the  executive  vice
president whereby the Company  is  to  pay Mr. Dempsey an annual base salary of
$120,000.  During the three-month period  ended March 31, 2002, Mr. Dempsey was
paid $22,585.

The  Company does not lease or rent any property.   Office  space  is  provided
without  charge  by the president of the Company.  Such costs are immaterial to
the financial statements  and,  accordingly,  have  not been reflected therein.
The officers and directors are involved in other business  activities  and may,
in  the future, become involved in other business opportunities.  If a specific
business  opportunity  becomes  available,  such persons may face a conflict in
selecting between the Company and their other  business interests.  The Company
has not formulated a policy for the resolution of such conflicts.



                                      13

<PAGE>




ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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

Nuclear Solutions, Inc. is a development  stage company engaged in research and
development, organizational efforts, raising  capital, and commercialization of
commercially unproven, development stage technologies  intended for remediation
and treatment of various forms of radioactive waste. This  discussion  provides
an analysis of our plan of operation for the next twelve months.

The  Company's  current  Plan  of Operation, as set forth in this annual report
will reflect a change in the plan  of  operation since the death of the company
President and CEO, on April 7, 2002.

The company intends to apply significant  effort over the next twelve months to
commercialize  certain  technologies  and related  businesses  that  management
believes to be within two years of revenue generation. The company also intends
to continue research and development in  to  the  Hypercon(TM)  ADS  system for
nuclear waste transmutation.

We  anticipate  that  we will incur significant capital costs for the continued
development and marketing of our technologies.

We will require additional  financing to continue our planned operations during
2002. Management believes that it will be able to raise the necessary financing
to continue planned operations.  There  is no guarantee that we will be able to
successfully raise the required funds for  operations,  or that such funds will
be  available  on terms satisfactory to us. Any inability to  raise  additional
funds would require that we significantly scale back our planned operations and
would lengthen the  period  of  time  required  to  bring  technologies  to the
marketplace.

Nuclear Wastewater Treatment

Nuclear  Solutions  will  undertake  effort  for  the  marketing and industrial
optimization of GHR technology over the next twelve months.

The  company  has  entered  into  a research and licensing agreement  with  The
Institute for Industrial Mathematics,  Inc (IIM), of Beer-Sheva, Israel for the
acquisition of GHR technology in March 2002.  GHR  is  a proprietary technology
that is intended for the removal of radioactive contaminants  from water. It is
a filterless chemical-physical reactor that can extract Tritium  and  Deuterium
from  contaminated  water.  The  agreement  between  Nuclear  Solutions and The
Institute  for  Industrial Mathematics stipulates a 12 to 15 month  development
timeframe  whereby  optimal  parameters  and  system  design  for  high  volume
industrial processing of nuclear wastewater through GHR are to be determined.



                                     14

<PAGE>


Management estimates  that  the  cost  to  bring  GHR  technology to commercial
readiness will be approximately $550,000. The company intends  to  fund the GHR
program  as  a  matter  of  priority over the next twelve months, financing  is
intended through the use of debt and/or equity financing.

During the optimization phase  for  GHR,  the company will actively seek out an
operating  partner for the commercialization  phase  and  investigate  business
opportunities  for  the implementation of GHR worldwide. Upon completion of the
commercial optimization phase, management intends to manufacture GHR wastewater
processing  equipment  and  begin  treatment  of  contaminated  water  with  an
experienced operator in the field of nuclear waste remediation.

Photodeactivation of Nuclear Waste

Over the course  of  the  next  year the company will continue development of a
photonuclear   waste  transmutation   system,   which   is   referred   to   as
photodeactivation, or the Hypercon(TM) ADS Transmutation System.

The development effort will focus on two different aspects of this technology:

A.) Photonuclear  waste  transmutation without heat recovery is being developed
for  use  as  a nuclear waste  treatment  system  that  can  process  materials
contaminated with  certain  levels and types of radioisotopes. The system could
reduce the levels of radioisotope  contamination  present  in  many  expendable
items  that  are used in the handling and processing of nuclear materials.  The
company is currently  preparing a joint venture partnership to develop specific
solutions based on this  technology for the nuclear industry. The joint venture
partnership intends to generate  revenues  by  initially  being paid to develop
specific photonuclear transmutation solutions via contract with an end-user.
Over the course of the next twelve months the company will  market this service
to  the  nuclear  industry. Upon the execution of a development  contract,  the
company will require  up-front  and  ongoing  payments to function as a project
developer for the customer. Upon completion of  the  development  contract, the
company will then collect revenues based on predetermined negotiations that are
calculated upon percentage of cost savings or percentage of revenue formulas.

B.) Photonuclear waste transmutation with heat recovery is being developed  for
use  as  an  accelerator  driven reactor system that could perform photonuclear
transmutation of nuclear waste  as  well as reproduce usable energy in the form
of electricity. This system is referred to as the HyperconTM ADS  system.
Hypercon ADS {trademark}, is a patented  and patent-pending technique that uses
photons to yield gamma-neutron and gamma-fission  reactions  which  result in a
change  to  the  atomic  structure  of the target radioisotope. The process  is
referred to as photo-transmutation (atomic  transmutation  via  photon  induced
gamma-neutron and gamma-fission reactions).

The  Company  has  a  Three-phased  strategy  to  bring  the  Hypercon(TM)  ADS
(accelerator  driven  system)  Photodeactivation technology to the marketplace.
The  phases  involve completion of  the  computer  simulation  process,  design
engineering of  a  pilot  plant,  and  the  construction  of  the  pilot  plant
demonstration facility.


                                     15

<PAGE>

Phase 1 Computer Simulation

The  HyperconTM ADS Photodeactivation process is a Photon-induced nuclear waste
transmutation  process.  Key  performance  data such as rates of transmutation,
thermal heat liberated and overall efficacy  with  various  mixed waste streams
and  reactor  configurations  needs  to be determined before the  design  of  a
demonstration reactor system can begin.

In order to benchmark the key data that is required in the least amount of time
and with the most efficient use of capital.  The  company is employing specific
nuclear modeling software called Monte Carlo N-Particle  Transport Code (MCNPX)
that  is  developed  by  Los  Alamos  National Labs. MCNPX was developed  as  a
scientific  research  tool by the U.S. government  to  supplant  the  need  for
extensive empirical nuclear  research  experiments, in order to reduce the time
and cost of generating preliminary data  for nuclear research projects, reactor
and  weapons  designs.  MCNPX is regarded as  the  most  comprehensive  nuclear
modeling tool in the industry.

During the next twelve months  the  company  will work with Los Alamos National
Laboratories to upgrade and include several key  functions  into  MCNPX code to
accommodate  the  demands of modeling an exothermic, photonuclear transmutation
process.   When  the  code  augmentation  is  completed  further  transmutation
performance data can be generated.

The completed MCNPX  model will demonstrate the end results and key performance
parameters of the HyperconTM ADS in a manner acceptable to the nuclear industry
and the scientific community.  The data obtained from this modeling effort will
them  be employed in the design and  engineering  for  a  planned  20  Megawatt
Demonstration reactor.

Management  does anticipate that phase 1 will require at least twelve months to
complete

Phase 2-- Design Engineering of the Pilot Plant

This phase involves  design  engineering  for  the  construction of a prototype
facility pilot plant to be used for demonstrations of the waste elimination and
power generation capabilities of the Hypercon ADS processes.

Upon  completion  of  Phase  1, the company will then contract  a  professional
nuclear engineering firm of the  stature  of  General  Electric  to perform the
design engineering of the pilot plant facility.  Estimates for construction and
engineering  costs  for  the  initial 20 Megawatt pilot plant are approximately
US$50M to US$55M. This estimate  is  based  on  construction of a plant with an
annual  transmutation  capacity of ten tons using construction/materials  costs
from existing, contemporary nuclear facilities.


                                     16

<PAGE>

Here is a brief breakdown of estimated costs:

Engineering - US$4M to US$7M, based on contemporary experience.
Linear Accelerator - US$5M based on contemporary data.
Reaction Vessel - US$10M based on Canadian "slowpoke Reactor".
Heat Recovery System - US$20M based on $1 per watt at 20 megawatts heat.
Building - US$5M based on contemporary power industry estimates.
Materials Handling - US$8M  based  on  logistics  tools  in use at the Hanford,
Washington nuclear facility.

Phase 3-Licensing

At the completion of Phase 2, the pilot plant facility design will be ready for
licensing. The Nuclear Regulatory Commission (NRC) regulates licensing for this
type of plant construction and operation. The primary business  of  the Company
will  be  the  licensing  of  its  proprietary HyperconTM ADS photodeactivation
process and plant design specifications  to  private  industry  and agencies of
governments.  In  addition,  professional services such as consulting,  design,
testing and validation will be  offered  to future Company clients. The Company
also  anticipates  providing  a broader and deeper  selection  of  professional
services including:

Construction Engineering Support
Construction Project Management Support
On-going Operational Support
Testing
Training On-going Research and Development
The Company may also enter into  agreements  with  the  US Department of Energy
(and  their foreign counterparts) for the neutralization of  radioactive  waste
within the scope of their responsibility. The licensing phase is dependent upon
several key factors that are outside of the twelve-month scope of this plan.

During  the next twelve months, the Company will need to raise sufficient funds
in order to implement the HyperconTM ADS Phase I development plan.

During the  period of the plan, we do not anticipate any significant changes in
the numbers of  employees employed by us. However, the strategic acquisition of
an  operating  company  may  unexpectedly  increase  the  number  of  employees
significantly in the next 12 months.

We may incur substantial  expenses  associated  with  the  development  of  our
technologies.  The  amount and type of expenses incurred will vary depending on
the technology being  developed.  We estimate requiring five million dollars of
operating capital to sustain operations over the next twelve months.

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


                                     17

<PAGE>


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

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


Forward-Looking Statements

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

This Form 10-KSB contains statements that constitute "forward-looking
statements." These forward-looking statements can be identified by the use of
predictive, future-tense or forward-looking terminology, such as "intends",
"believes," "anticipates," "expects," "estimates," "plans," "may," "will," or
similar terms. These statements appear in a number of places in this report and
include statements regarding the intent, belief or current expectations of the
Company, its directors or its officers with respect to, among other things: (i)
trends affecting the Company's financial condition or results of operations for
its limited history; (ii) the Company's business and growth strategies; (iii)
the Internet and Internet commerce; and, (iv) the Company's financing plans.
Investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve significant risks and
uncertainties, and that actual results may differ materially from those


                                     18

<PAGE>


projected in the forward- looking statements as a result of various factors.
Factors that could adversely affect actual results and performance include,
among others, the Company's limited operating history, dependence on key
management, financing requirements, technical difficulties building a
commercially feasible nuclear waste remediating device, government regulation,
technological change and competition.  Consequently, all of the forward-looking
statements made in this Form 10-KSB are qualified by these cautionary
statements and there can be no assurance that the actual results or
developments  anticipated by the Company will be realized or, even if
substantially realized, that they will have the expected consequence to or
effects on the Company or its business or operations.  The Company assumes no
obligations to update any such forward-looking statements.


                                     19

<PAGE>

PART II-OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS.

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

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS

      Recent Sales of Unregistered Securities

      During the first quarter of 2002, the Company offered and sold the
following securities pursuant to a securities transaction exemption from the
registration requirements of the Securities Act of 1933, as amended.

      On January 1, 2002, the Company issued 100,000 common shares to Gregory
M. Wilson, Attorney at Law as a legal services retainer fee. The transaction
was valued at $25,000.

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

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES.
      None.

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

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

ITEM 5.     OTHER INFORMATION

      Change of Principal Executive Offices:

      The Company has moved its principal corporate offices from 1530 E.
Commercial St., Meridian, Idaho to 1050 Connecticut Ave., Ste. 1000,
Washington, D.C. 20036.  Our new telephone number is (202) 772-3133.  Our new
fax number is (202)772-3101.



                                     20

<PAGE>

      Appointment of Officers: The Company recently appointed the following
individuals to the following Vice President offices.

John Dempsey, Executive Vice President
--------------------------------------

John Dempsey, 60,  is responsible for general operations involving the
Company's continuing development of the its  proprietary HYPERCON(TM) ADS
technology, the GHR technology and any other future applications of new or
derivative technologies.

Before joining Nuclear Solutions, Dempsey was the vice president of METALAST
International, Inc., the world's leading supplier of proprietary computer-
controlled anodizing technologies. Earlier, he served as president & CEO of
U.S. Environmental Group, Inc., which provided hazardous waste remediation
equipment and services to major oil companies, governmental, and other
industrial concerns. Prior to that, Dempsey spent 21 years with Bechtel Power
Corp., primarily managing construction and start up of major nuclear and
fossil-fueled power projects worldwide.

Dempsey graduated with a B.S. from the U.S. Naval Academy and was selected by
Admiral Rickover to serve as a commissioned officer on nuclear submarines. He
subsequently received certification from the U.S.N. Nuclear Power School, and
then served aboard the U.S.S. Sargo and the U.S.S. Seadragon. Later, he earned
certificates in Nuclear Engineering from the MIT and Georgia Tech. Dempsey is
also registered with the State of California as a professional nuclear engineer
and a professional mechanical engineer.

Adrian Joseph,Ph.D., Vice President, Special Projects
-----------------------------------------------------

Dr. Joseph, 49, is a Nuclear Physicist and the inventor of numerous patented
nuclear and chemical technologies.  He is highly regarded in the field of
nuclear radiation shielding and encapsulation, and he was a consultant on the
Chernobyl investigation team.  Dr. Joseph has considerable experience advancing
new technologies from concept to commercialization in both the private as well
as public business sectors.  He is a frequent contributor at various national
and international forums.

From May 1998 to April 2001 He was the President and Ceo of Nurecsell, Inc. a
company founded on a proprietary high performance polymer based radiation
shielding material invented by Dr. Joseph. From April 1997 to Present Dr.
Joseph has served as the Chairman of Tresis International, which specializes in
titanium ore refining technologies.

Dr. Joseph was educated at the Israel Institute of Technology (Technion) and
received a Ph.D. in Nuclear Physics in 1974.


                                     21

<PAGE>


      Contracts and Agreements
      ------------------------

(a) On March 4, 2002 the company entered into a research and license agreement
with the Institute of Industrial Mathematics in Israel for the licensing and
commercial optimization of GHR technology.

(b) On Feb 28, 2002 the company` entered into a support contract with Los
Alamos National Laboratory to support the company's development of photonuclear
transmutation technologies.


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K.

      (a) Exhibits: None

      (b) Reports on Form 8-K.

      On April 11, 2002, the Company filed a Current Report on Form 8-K, Item 5
titled, "Other Events and Regulation FD Disclosure".



                                     22

<PAGE>



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 20, 2001


NUCLEAR SOLUTIONS, INC.

/s/ John Dempsey                                 /s/ Jackie Brown
---------------------                            ------------------
By: John Dempsey                                 By: Jackie Brown
Title: Chief Operating Officer                   Title: Secretary

                                      23

<PAGE>