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

                                  FORM 10-QSB
                                   (Mark One)

QUARTERLY  REPORT UNDER  SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
1934 For the quarterly period ending March 31, 2004

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

                 For the transition period from        to
                                                 -----    -----

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

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


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



1825 I Street NW, Suite 400, Washington DC                         20006
-------------------------------------------                     -----------
(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 [ ]


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

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

         Applicable on to corporate issuers


         State the number of shares outstanding of each of the issuer's class of
Common equity, as of March 31, 2004: 30,042,442

         Transitional Small Business Disclosure Format (Check One)

         Yes [ ] No [X]


<PAGE>

PART I.  FINANCIAL INFORMATION


Item 1.   Financial Statements.................................
          Independent Accountants Review Letter................
          Balance Sheet (unaudited)............................
          Statements of Operations (unaudited).................
          Statements of Cash Flows (unaudited).................
          Notes to Financial Statements........................


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


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


PART II. OTHER INFORMATION

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

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

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

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

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

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

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



<PAGE>
                            NUCLEAR SOLUTIONS, INC.
                                  FORM 10-QSB


PART I-FINANCIAL INFORMATION

Item 1.  Financial Statements.  (Unaudited)

As  prescribed  by Item 310 of  Regulation  S-B,  the  independent  auditor  has
reviewed these unaudited interim financial  statements of the registrant for the
three  months  ended  March 31,  2004.  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, 2004
follow.


<PAGE>

<PAGE>

                             Nuclear Solutions, Inc.
                          (A Development Stage Company)

                                  Balance Sheet
                                      as of
                                 March 31, 2004

                                       and

                            Statements of Operations
                           for the Three Months Ending
                            March 31, 2004 and 2003,
                                       and
                                 for the Period
                 February 27, 1997 (Inception) to March 31, 2004

                                       and

                                   Cash Flows
                           for the Three Months Ending
                            March 31, 2004 and 2003,
                                       and
                                 for the Period
                 February 27, 1997 (Inception) to March 31, 2004


<PAGE>

                                TABLE OF CONTENTS

                                                              Page
                                                              ----

Independent Accountants' Review Report                          1

Balance Sheet                                                   2

Statements of Operations                                        3

Statements of Cash Flows                                        4

Footnotes                                                       5




<PAGE>

Beckstead and Watts, LLP
------------------------
Certified Public Accountants

                                                         3340 Wynn Road, Suite B
                                                             Las Vegas, NV 89102
                                                                702.257.1984 tel
                                                                702.362.0540 fax


                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT

Board of Directors
Nuclear Solutions, Inc.
(a Development Stage Company)

We have reviewed the accompanying  balance sheet of Nuclear  Solutions,  Inc. (a
Nevada  corporation) (a development  stage company) as of March 31, 2004 and the
related  statements of operations for the three-months  ended March 31, 2004 and
2003 and for the period  February 27, 1997  (Inception)  to March 31, 2004,  and
statements of cash flows for the three-months  ended March 31, 2004 and 2003 and
for the period February 27, 1997  (Inception) to March 31, 2004. These financial
statements are the responsibility of the Company's management.

We  conducted  our  reviews in  accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data, and making  inquiries of persons  responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing  standards,  which will be performed
for the full year with the  objective of  expressing  an opinion  regarding  the
financial  statements taken as a whole.  Accordingly,  we do not express such an
opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying  financial  statements referred to above for them to
be in conformity  with generally  accepted  accounting  principles in the United
States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 2 to the  financial
statements, the Company has had limited operations and has not commenced planned
principal  operations.  This  raises  substantial  doubt  about its  ability  to
continue as a going concern.  Management's  plans in regard to these matters are
also  described  in  Note  2.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.

Beckstead and Watts,  LLP has previously  audited,  in accordance with generally
accepted auditing  standards,  the balance sheet of Nuclear  Solutions,  Inc. (a
development  stage company) as of December 31, 2003, and the related  statements
of operations, stockholders' equity, and cash flows for the year then ended (not
presented  herein)  and in our report  dated April 16,  2004,  we  expressed  an
unqualified opinion on those financial statements.


/s/ Beckstead and Watts, LLP
----------------------------
May 24, 2004


<PAGE>

                             Nuclear Solutions, Inc.
                          (a Development Stage Company)

                                 Balance Sheets
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                         March 31,
                                                                           2004
                                                                    ---------------------
Assets

Current assets:
<S>                                                                 <C>
    Cash and equivalents                                            $                864
                                                                    ---------------------
      Total current assets                                                           864
                                                                    ---------------------

Fixed assets, net                                                                 19,524
                                                                    ---------------------
                                                                    $             20,388
                                                                    =====================

Liabilities and Stockholder's Equity

Current liabilities:
    Accounts payable                                                $            258,338
    Accrued expenses                                                             578,957
    Accrued executive compensation - related party                               820,749
    Convertible debt - related party                                           1,032,635
    Accrued interest - related party                                              32,716
                                                                    ---------------------
      Total current liabilities                                                2,723,395
                                                                    ---------------------

    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, 30,042,442 shares issued and oputstanding                        3,004
    Additional paid-in capital                                                 3,413,596
    Deferred compensation                                                       (387,267)
    Unamortized loan fees - related party                                       (109,500)
    (Deficit) accumulated during development stage                            (5,622,840)
                                                                    ---------------------
                                                                              (2,703,007)
                                                                    ---------------------

                                                                    $             20,388
                                                                    =====================
</TABLE>

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


                                       2
<PAGE>

                             Nuclear Solutions, Inc.
                          (a Development Stage Company)

                            Statements of Operations
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                      Three Months Ending
                                                                           March 31,                          February 27, 1997
                                                          ---------------------------------------------         (Inception) to
                                                                    2004                    2003                March 31, 2004
                                                          ---------------------    --------------------    ----------------------
<S>                                                       <C>                      <C>                     <C>
Revenue                                                   $                  -     $                 -     $                   -
                                                          ---------------------    --------------------    ----------------------
Expenses:
   Depreciation and amortization                                         1,259                   4,959                    98,347
   Consulting fees                                                     210,975                 233,465                 2,664,421
   Legal fees                                                            5,250                   4,167                   165,764
   Executive compensation - related party                               67,500                 172,072                 1,934,191
   General and administrative expenses                                  10,772                  48,272                   514,104
   Impairment of acquired technology                                         -                       -                    82,650
                                                          ---------------------    --------------------    ----------------------
     Total expenses                                                    295,756                 462,935                 5,459,477
                                                          ---------------------    --------------------    ----------------------

Other (expense):
   Interest (expense) - related party                                  (26,326)                (13,137)                 (111,867)
   Financing (expense) - related party                                 (36,500)                      -                   (36,500)
   (Loss) due to write down of fixed assets                                  -                       -                   (14,996)
                                                          ---------------------    --------------------    ----------------------
     Total other (expense)                                             (62,826)                (13,137)                 (163,363)
                                                          ---------------------    --------------------    ----------------------

Net (loss)                                                $           (358,582)    $          (476,072)    $          (5,622,840)
                                                          =====================    ====================    ======================

Weighted average number of
   common shares outstanding - basic and fully diluted              29,041,135              22,489,250
                                                          =====================    ====================

Net (loss) per share - basic & fully diluted              $              (0.01)    $             (0.02)
                                                          =====================    ====================
</TABLE>

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


                                        3
<PAGE>

                             Nuclear Solutions, Inc.
                          (a Development Stage Company)

                            Statements of Cash Flows
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                           Three Months Ending
                                                                                March 31,                      February 27, 1997
                                                               --------------------------------------------      (Inception) to
                                                                        2004                   2003              March 31, 2004
                                                               ---------------------  ---------------------  -----------------------
Cash flows from operating activities
<S>                                                            <C>                    <C>                    <C>
Net (loss)                                                     $           (358,582)  $           (476,072)  $           (5,622,840)
Adjustments to reconcile net (loss) to
    net cash provided (used) by operating activities:
      Depreciation and amortization                                           1,259                  4,959                   98,347
      Shares issued for stock based expenses                                282,015                      -                3,326,821
      Loss due to write down of fixed assets                                      -                      -                   14,996
      Impairment of acquired technology                                           -                      -                   82,650
Changes in operating assets and liabilities:

      Decrease in unamortized loan fees                                      36,500                      -                   36,500
      (Increase) decrease in deferred compensation                         (314,000)                77,631                 (387,267)
      Decrease in security deposit                                              535                      -                        -
      Decrease in prepaid consulting services                                     -                 11,250                        -
      Increase in accounts payable                                           10,132                  4,773                  258,338
      Increase in accrued expenses                                          249,185                131,587                  432,556
      Increase in accrued executive compensation                             67,500                117,719                  820,749
      Increase (decrease) in accrued interest - related party                26,326                 13,137                  (32,716)
                                                               ---------------------  ---------------------  -----------------------
Net cash provided (used) by operating activities                                870               (115,016)                (971,866)
                                                               ---------------------  ---------------------  -----------------------
Cash flows from investing activities
    Purchase of fixed assets                                                    (32)                (7,596)                 (44,070)
                                                               ---------------------  ---------------------  -----------------------
Net cash (used) by investing activities                                         (32)                (7,596)                 (44,070)
                                                               ---------------------  ---------------------  -----------------------

Cash flows from financing activities
    Proceeds from convertible debt                                                -                140,000                  955,500
    Payments for convertible debt - related party                                 -                 (1,500)                  (2,500)
    Issuance of common stock                                                      -                      -                   43,700
    Donated capital                                                               -                      -                   20,100
                                                               ---------------------  ---------------------  -----------------------
Net cash provided by financing activities                                         -                138,500                1,016,800
                                                               ---------------------  ---------------------  -----------------------
Net increase in cash                                                            838                 15,888                      864
Cash - beginning                                                                 26                 15,410                        -
                                                               ---------------------  ---------------------  -----------------------
Cash - ending                                                  $                864   $             31,298   $                  864
                                                               =====================  =====================  =======================
Supplemental disclosures:
    Interest paid                                              $                  -   $                  -   $                    -
                                                               =====================  =====================  =======================
    Income taxes paid                                          $                  -   $                  -   $                    -
                                                               =====================  =====================  =======================
Non-cash investing and financing activities:
    Unamortized loan fees                                      $            146,000   $                  -   $              146,000
                                                               =====================  =====================  =======================
    Debt restructuring                                         $            973,135   $                  -   $              973,135
                                                               =====================  =====================  =======================
</TABLE>


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


                                        4
<PAGE>

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

Note 1 - Basis of presentation

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

These  statements  reflect  all  adjustments,  consisting  of  normal  recurring
adjustments,  which,  in the  opinion  of  management,  are  necessary  for fair
presentation of the information  contained  therein.  It is suggested that these
interim  financial   statements  be  read  in  conjunction  with  the  financial
statements  of the  Company  for the period  ended  December  31, 2003 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,  2004,  the  Company  has not
recognized revenue to date and has accumulated operating losses of approximately
$5,622,840  since  inception  and as of March 31, 2004,  the  Company's  current
liabilities  exceeded its current assets. 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 - Fixed assets

As of March 31, 2004, the Company had the following fixed assets:

Office equipment                                     $ 16,327
Computer equipment & software                           7,123
Furniture & fixtures                                    2,450
Less: Accumulated depreciation                        (6,376)
                                                     --------
                                                     $ 19,524

The Company  purchased fixed assets in the amount of $32 during the three months
ended March 31, 2004.  Depreciation  expense totaled $1,259 for the three months
ended March 31, 2004.

Note 4 - Accrued expenses

As of December 31, 2003, the Company had a total of $109,861 in accrued expenses
due to the officers, directors and employees of the Company for various expenses
paid for on behalf of the Company. During the three month period ended March 31,
2004,  the  Company  received  a total of $2,415  from an  individual  who is an
officer,  director and shareholder of the Company for accrued  expenses.  During
the three  months  ended March 31,  2004,  the  Company  made no payments to its
officers,  directors and employees.  As of March 31, 2004, the total amount owed
is $112,277.



                                       5
<PAGE>
                             Nuclear Solutions, Inc.
                          (a Development Stage Company)
                                      Notes

On January 20, 2003, the Company entered into an agreement with four individuals
to design a website for the Company.  The  individuals are to receive a total of
12,000  shares of the  Company's  $0.0001 par value common stock in exchange for
services valued at $4,500. As of March 31, 2004, the shares have not been issued
and the entire amount is considered an accrued expense.

On  January  24,  2003,  the  Company  entered  into an  agreement  with 62 Blue
Productions,  LLC to  provide  marketing  in  exchange  for 2,000  shares of the
Company's  $0.0001 par value common  stock in exchange  for  services  valued at
$1,180.  As of March 31,  2004,  the shares  have not been issued and the entire
amount is considered an accrued expense.

On February 11, 2003,  the Company  entered into a six month contract with Bentz
Communications  to provide  marketing  services in exchange for 16,800 shares of
the Company's  $0.0001 par value common stock valued at the fair market value of
the services of $6,300.  As of March 31,  2004,  the shares have not been issued
and the entire amount is considered an accrued expense.

On October 8, 2003,  the Company agreed to issue to Eric Lindeman for consulting
services in exchange for 81,505 shares of the Company's $0.0001 par value common
stock valued at the fair market value of the services of $7,500. The shares have
been issued on January 28, 2004 and accrued expenses decreased $7,500.

On November 12, 2003, the Company entered into a licensing option agreement with
Jackie  Brown for a period of one year in  exchange  for  100,000  shares of the
Company's  $0.0001 par value common stock valued at the fair market value of the
contract of $8,300.  As of March 31,  2004,  the shares have not been issued and
the entire amount is considered an accrued expense.

On December 5, 2003,  the Company  agreed to issue to Alexander  Nigmatulin  for
consulting  services in exchange for 1,052,631  shares of the Company's  $0.0001
par value  common  stock  valued at the fair  market  value of the  services  of
$100,000.  As of March 31, 2004,  the shares have not been issued and the entire
amount is considered an accrued expense.

On  December  30,  2003,  the  Company  agreed  to  issue to Lisa  Connelly  for
consulting  services in exchange for 150,000 shares of the Company's $0.0001 par
value  common  stock valued at the fair market value of the services of $12,450.
The shares have been issued on January 28, 2004 and accrued  expenses  decreased
$12,450.

On January 5,  2004,  the  Company  agreed to issue to  Stanley  Drinkwater  for
consulting  services in exchange for 1,265,822  shares of the Company's  $0.0001
par value  common  stock  valued at the fair  market  value of the  services  of
$100,000.  As of March 31, 2004,  the shares have not been issued and the entire
amount is considered an accrued expense.

On  January  8,  2004,  the  Company  agreed  to issue to Denise  Barbato  as an
incentive for  refinancing  debt 2,000,000  shares of the Company's  $0.0001 par
value common stock valued at the fair market value of the stock of $146,000.  As
of March 31,  2004,  the shares  have not been  issued and the entire  amount is
considered an accrued expense.

On  January  23,  2004,  the  Company  agreed to issue to Greg  Wilson for legal
services in exchange for  1,000,000  shares of the  Company's  $0.0001 par value
common stock  valued at the fair market value of the services of $63,000.  As of
March 31,  2004,  the  shares  have not been  issued  and the  entire  amount is
considered an accrued expense.

On March 4, 2004, the Company agreed to issue to George  Dennison for consulting
services in exchange for 67,267 shares of the Company's $0.0001 par value common
stock valued at the fair market  value of the  services of $14,000.  As of March
31, 2004, the shares have not been issued and the entire amount is considered an
accrued expense.

On March 31,  2004,  the  Company  agreed to issue to Vintage  Filings,  LLC for
consulting  services in exchange for 85,000 shares of the Company's  $0.0001 par
value  common  stock valued at the fair market value of the services of $17,000.
As of March 31, 2004,  the shares have not been issued and the entire  amount is
considered an accrued expense.


                                       6
<PAGE>

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

As of March 31, 2004, the Company has authorized a total of 5,601,520  shares of
its $0.0001 par value common  stock,  but has not issued the stock.  The Company
plans to issue the common stock valued at $460,280 to the above  individuals and
entities in the near future.

On November 7, 2003, the Company  authorized the issuance of options to purchase
a total of 1,000,000  shares of the Company's  $0.0001 par value common stock at
$0.132 per share  exercisable over one year to Jack Young. The fair value of the
options has been  estimated  on the date the board  authorized  the  transaction
using the Black-Scholes option pricing model. The weighted average fair value of
these options was $0.006.  The following  assumptions were used in computing the
fair value of these option grants:  weighted average risk-free  interest rate of
6%, zero dividend yield,  volatility of the Company's common stock of 14% and an
expected life of the options of one year.

During the year ended December 31, 2003, the Company agreed to value the options
to purchase a total of 120,000 shares of the Company's  $0.0001 par value common
stock at $1 per share exercisable over one year to the Company's Executive Board
of  Advisors.  The fair value of the options has been  estimated on the date the
board authorized the transaction using the  Black-Scholes  option pricing model.
The  weighted  average  fair  value  of  these  options  was $0.  The  following
assumptions  were  used in  computing  the fair  value of these  option  grants:
weighted average risk-free interest rate of 6%, zero dividend yield,  volatility
of the Company's common stock of 173% and an expected life of the options of one
year.

On March 31, 2004,  the Company agreed to the issuance of warrants to purchase a
total of 200,000 shares of the Company's $0.0001 par value common stock at $0.30
per share  exercisable over one year to Vintage Filings,  LLC. The fair value of
the options has been estimated using the Black-Scholes option pricing model. The
weighted  average  fair  value  of  these  options  was  $0.002.  The  following
assumptions  were  used in  computing  the fair  value of these  option  grants:
weighted average risk-free interest rate of 6%, zero dividend yield,  volatility
of the  Company's  common  stock of 12% and an  expected  life of the options of
three years.

As of March 31, 2004, the Company has authorized  options and warrants which the
holders can  purchase  up to  1,320,000  shares of its $0.0001 par value  common
stock, but none of the options and warrants have been issued.  The Company plans
to issue the options and warrants valued at $6,400 to the above  individuals and
entities in the near future.

Note 5 - Accrued executive compensation

The Company had an  Employment  Agreement  with Paul M.  Brown,  its  president,
whereby the Company is to pay Mr. Brown an annual base salary of $250,000. As of
March 31, 2004,  the amount  accrued until Mr. Brown's death was $142,667 and at
Ms.  Brown's  discretion  will be paid back either in cash or common  stock at a
price of $1 per share.

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.  As
of March 31, 2004, the amount accrued until his  resignation was $157,700 and at
Mr.  Joseph's  discretion  will be paid back either in cash or common stock at a
price of $1 per share.



                                       7
<PAGE>

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

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, 2004, the wages expensed was $37,500 and
the amount  paid in cash was $0. As of March 31,  2004,  the  balance of accrued
executive  compensation was $333,750 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  hired John Dempsey as the  president  whereby the Company is to pay
Mr.  Dempsey an annual base salary of $120,000.  During the  three-month  period
ended March 31, 2004, the wages expensed was $30,000 and the amount paid in cash
was $0. As of March  31,  2004,  the  amount  accrued  was  $186,632  and at Mr.
Dempsey's discretion will be paid back either in cash or common stock at a price
of $1 per share.

Note 6 - Convertible debt - related party

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

On May 1, 2002,  the Company  executed a  promissory  note with DMB  Enterprises
(DMB) whereby DMB loaned $100,000.  The note will accrue an interest rate of 10%
per annum and will begin accruing interest on May 1, 2002. This note is due upon
demand  and may be paid  back in cash or  common  stock at a price of $1.00  per
share.

On August 19, 2002, the Company  executed a promissory note with DMB Enterprises
(DMB) whereby DMB loaned  $10,000.  The note will accrue an interest rate of 10%
per annum and will begin  accruing  interest on September 1, 2002.  This note is
due upon demand and may be paid back in cash or common stock at a price of $1.00
per share.

On  September  30,  2002,  the  Company  executed  a  promissory  note  with DMB
Enterprises (DMB) whereby DMB loaned $100,000.  The note will accrue an interest
rate of 10% per annum and will begin accruing  interest on October 1, 2002. This
note is due upon demand and may be paid back in cash or common  stock at a price
of $1.00 per share.

On January 8, 2004, the Company entered into a debt restructuring agreement with
Denise Barbato (DB) whereby the agreement  consolidated all of the notes payable
with DMB  Enterprises  including  accrued  interest  totaling  $564,635  and the
balance in the line of credit of $408,500 into one note totaling  $973,135.  The
entire  principal  balance of $973,135 shall accrue  interest at a simple annual
interest rate of 10% per annum.  The agreement  also states that the Company can
borrow an additional  $50,000 at DB's discretion.  During the three months ended
March 31, 2004, the Company had interest expense totaling $24,328.

The repayment of the principal amount plus any accrued interest on the loan will
be deferred until such time that the Company receives  financing if no less than
$2,000,000,  or  twelve  months  from  the  effective  date of  this  agreement,
whichever event occurs first.  Within 15 days of the due date, the Company shall
execute one of the following repayment options at their discretion:

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

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

         3.       Any combination of option 1 and 2 above.



                                       8
<PAGE>
                             Nuclear Solutions, Inc.
                          (a Development Stage Company)
                                      Notes

The Company  shall issue to DB  2,000,000  shares of the  Company's  $0.0001 par
value  common  stock as an  incentive  to enter  into  this  debt  restructuring
agreement.  The shares are valued at $146,000  which is based on the fair market
value of the stock with a discount for lack of  marketability.  The incentive is
recognized as a financing  expense to be amortized over the life of the loan. As
of March 31,  2004,  the shares  have not been  issued  and the total  amount is
considered  accrued expenses.  During the three months ended March 31, 2004, the
Company had financing  expenses of $36,500 and as of March 31, 2004,  there were
unamortized loan fees totaling $109,500.

On November 24, 2001 the Company executed a promissory note with Global Atomics,
Inc.  (GAI),  a  company  controlled  by Paul M.  Brown,  the  Company's  former
president,  in the amount of $14,000. The note bears an interest rate of 10% per
annum and is due upon  demand.  At the  request of GAI,  any  unpaid  balance of
principal and interest due will be converted in common stock at a rate of $1 per
share. As of March 31, 2004, the amount due is $4,000 in principal and $1,100 in
accrued interest.

On December 11, 2001 the Company  executed a promissory note with  International
Fission Fuels, Inc. (IFFI), a company controlled by Paul M. Brown, the Company's
former president,  in the amount of $15,000.  The note bears an interest rate of
10% per annum and is due upon demand. At the request of IFFI, any unpaid balance
of principal  and interest due will be converted in common stock at a rate of $1
per share.  As of March 31, 2004,  the amount due is $15,000 in  principal,  and
$3,500 in accrued interest.

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

On July 7, 2002, the Company executed a promissory note with Patrick Herda, vice
president of business  development,  in the amount of $5,000.  The note bears an
interest  rate of 10% per annum and is due upon  demand.  At the  request of Mr.
Herda,  any unpaid  balance of  principal  and interest due will be converted in
common stock at a rate of $1 per share. On July 11, 2002, the Company executed a
promissory note with Patrick Herda, vice president of business  development,  in
the amount of $18,000.  The note bears an interest  rate of 10% per annum and is
due upon demand.  At the request of Mr. Herda,  any unpaid  balance of principal
and interest due will be converted in common stock at a rate of $1 per share. As
of March 31, 2004, the amount due is $20,500 in principal, and $3,788 in accrued
interest.

As of March 31,  2004,  the total  amount due is  $1,032,635  in  principal  and
$32,716 in accrued interest.

Note 7 - Line of credit

On  October  16,  2002,  the  Company  executed  note  payable  / line of credit
agreement  with an individual  for $650,000.  The repayment  will begin upon the
first  revenue  positive  year of  operation  and the payback  will be 1% of the
profit derived from the operations for a period of five years.  If the Company's
profits are less than the amount of the loan, the amount is due upon demand.  If
the Company does not utilize the entire $650,000,  then the fifth year's payment
will be  prorated.  On January 8, 2004,  the line of credit was  terminated  and
consolidated pursuant to the debt restructuring with Denise Barbato. As of March
31, 2004, the balance was zero.

Note 8 - Stockholders' equity

On January 5, 2004, the Company agreed to issue 1,265,822  shares of its $0.0001
par value common stock to Stanley Drinkwater in exchange for consulting services
valued at  $100,000.  As of March 31,  2004,  the shares were  unissued  and are
recognized in accrued expenses.

On January 9, 2004,  the Company  agreed to issue 616,438  shares of its $0.0001
par value common stock to Wayne Haley in exchange for consulting services valued
at $45,000. The shares were issued on March 31, 2004.



                                       9
<PAGE>

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

On January 23, 2004, the Company agreed to issue 1,000,000 shares of its $0.0001
par value common stock to Greg Wilson in exchange for legal  services  valued at
$63,000.  As of March 31, 2004,  the shares were unissued and are  recognized in
accrued expenses.

On January 28, 2004,  the Company issued 150,000 shares of its $0.0001 par value
common stock to Lisa  Connelly in exchange  for  consulting  services  valued at
$12,450.

On January 28, 2004,  the Company  issued 81,505 shares of its $0.0001 par value
common stock to Eric  Lindeman in exchange  for  consulting  services  valued at
$7,500.

On January 28, 2004,  the Company issued 138,843 shares of its $0.0001 par value
common stock to George  Denison in exchange for  consulting  services  valued at
$14,000.

On February 2, 2004,  the Company  cancelled  200,000  shares of its $0.0001 par
value common stock they previously issued to Kraig Washburn due to renegotiation
of contract.

On February 2, 2004,  the Company issued 711,378 shares of its $0.0001 par value
common  stock to Mark  Muchnik in exchange  for  consulting  services  valued at
$54,000.

On March 31, 2004,  the Company agreed to issue 85,000 shares of its $0.0001 par
value common  stock to Vintage  Filings in exchange  for  edgarization  services
valued at  $17,000.  As of March 31,  2004,  the shares  were  unissued  and are
recognized in accrued expenses.

On March 31, 2004,  the Company  issued  616,438 shares of its $0.0001 par value
common  stock to Wayne  Haley in  exchange  for  consulting  services  valued at
$45,000.

On March 31, 2004,  the Company  issued  103,067 shares of its $0.0001 par value
common stock to George  Denison in exchange for  consulting  services  valued at
$14,000.

During the three  months  ended March 31,  2004,  the Company  reduced  deferred
compensation by $155,065.

As of March 31, 2004,  there have been no other  issuances  of preferred  and/or
common stock.

Note 9 - Stock options and warrants

As of March 31, 2004,  there were no warrants or options  outstanding to acquire
any additional shares of common stock.

Note 10 - Commitments

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

On September 12, 2003, the Company  executed a lease  agreement for office space
at a rate of $2,800  per  month.  The lease  agreement  is from  October 1, 2003
through  September  30,  2004.  The  Company is  currently  in dispute  with the
landlord  over the terms of the lease  agreement.  During the three months ended
March 31, 2004, the Company accrued a total of $8,400 as accounts payable and as
of March 31, 2004, the balance is $14,000.



                                       10
<PAGE>
                             Nuclear Solutions, Inc.
                          (a Development Stage Company)
                                      Notes

Note 11 - Subsequent events

On April 26, 2004, the company  issued  526,315 shares of the Company's  $0.0001
par value  common  stock  valued at the fair  market  value of the  services  of
$50,000  to  Alexander  Nigmatulin  payable  under the  terms of the  scientific
consulting contract of December 5, 2003.

On April 30, 2004, the company issued 85,000 shares of the Company's $0.0001 par
value common stock to Vintage Filings,  LLC for edgarization  services valued at
$17,000.

On May 5, 2004, the company  issued 632,910 shares of the Company's  $0.0001 par
value common stock valued at the fair market value of the services of $50,000 to
Stanley Drinkwater payable under the terms of the consulting contract of January
5, 2004.

On May 5, 2004, the Company issued 67,200 shares of its $0.0001 par value common
stock to George Denison in exchange for consulting services valued at $14,000.

On April 28, 2004,  the Company  entered into a contract with Sprague  Agency to
provide investigative  services. On May 5, 2004 the company issued 72,115 shares
of the Company's  $0.0001 par value common stock valued at the fair market value
of the stock of $15,000.

On May 17, 2004,  the Company  entered into a settlement  agreement  with Adrian
Joseph,  a former  officer and director of the  Company.  Under the terms of the
agreement, the parties will mutually release each other from prior financial and
legal  obligations,  including  but not limited to the  discharge of $157,000 of
accrued  executive  compensation.  The Company shall issue 150,000 shares of its
$0.0001 par value common stock to Mr. Joseph.  He will be required to assist and
support the Company in any present and future  disputes,  arising out of certain
licensing and research  agreements  concerning a discontinued  research project.
Furthermore,  Mr. Joseph shall assign voting proxy to all shares owned by him to
the Company for a period of three years.



                                       11

<PAGE>

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


Plan of Operation

Introduction

FORWARD-LOOKING STATEMENT NOTICE:

This quarterly report on Form 10-QSB contains many  forward-looking  statements,
which  involve  risks  and   uncertainties,   such  as  our  plans,   objective,
expectations  and  intentions.  You can identify these  statements by our use of
words  such as "may,"  "expect,"  "believe,"  "anticipate,"  "intend,"  "could,"
"estimate,"  "continue,"  "plans," or other  similar  words or phrases.  Some of
these statements include discussions  regarding our future business strategy and
our ability to generate revenue,  income,  and cash flow. We wish to caution the
reader that all  forward-looking  statements  contained  in this Form 10-QSB are
only estimates and predictions.  Our actual results could differ materially from
those  anticipated as a result of risk facing us or actual events differing from
the  assumptions  underlying  such  forward-looking   statements.   Readers  are
cautioned not to place undue reliance on any forward-looking statements

contained in this 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 Corporate History.

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

OUR TECHNOLOGIES:

SHIELDED NUCLEAR MATERIAL DETECTION/PORTABLE NUCLEAR WEAPON DETECTION

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

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

The company is working on funding prototype  construction of a highly sensitive,
portable, low cost, and rugged detection device that responds to

minute  gravitational   gradient  anomalies.   These  unusual  disturbances  can
correspond to the presence of high-density nuclear materials such as Uranium and
Plutonium.  Unlike  radiation,  the force of  gravity  cannot be  shielded.  The
company  believes that this technology is a unique new concept  suitable for the
detection  of  shielded  nuclear  weapons.  The  company is unaware of any other
similarly based technology in the marketplace.

                                        2


<PAGE>

In order  to  engage  government  support  for this  project,  the  company  has
submitted a white paper to the newly formed Homeland  Security Advanced Research
Projects  Agency  (HSARPA)  and plans to submit a full  proposal  in response to
their  solicitation  titled  "Detection  Systems  for  Radiological  and Nuclear
Countermeasure"  (DSRNC BAA04-02).  The technical details about the operation of
this technology cannot be released to the public at this time. Doing so would be
considered  a public  disclosure  and  preclude  our  ability  to obtain  patent
protection on our technology. Furthermore, it is possible that we may choose not
to  file a  patent  application  on the  technology  if it is  determined  to be
contrary to the security interests of the United States.

NUCLEAR MICRO-BATTERIES

This program is aimed at developing embeddable nuclear  micro-batteries that can
supply  long-lasting  power for computer  chips,  micromotors,  remote  sensors,
implantable medical devices, and other defense and aerospace applications.  This
technology  is also known as  nuclear  micro  power  generation  or RIMS  (radio
isotope 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.  When the company chooses to exercise its rights under the 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.  Subsequently,  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.  We anticipate  finalizing a
teaming relationship with Lawrence Livermore National  Laboratories by the third
quarter of 2004.

Our nuclear  micro battery  technology  relies on the  application  of tritiated
amorphous  silicon as a beta voltaic,  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 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%.
A limitation of conventional  betavoltaic  batteries is the  self-absorption  of
beta  energy  in  the  radioactive   source  itself.  In  order  to  reduce  the
self-absorption  of beta energy we incorporate the radioactive  isotope into the
lattice of a semiconductor.

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

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

                                       3
<PAGE>

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

TRITIATED WATER REMEDIATION PROJECT (TWR) (FORMERLY KNOWN AS GHR)

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.  During 2003,  we performed a
patentability  search on this new TWR method.  Our Patent law firm has concluded
that our method appears to have patentable  novelty. We are currently drafting a
U.S. Patent  application and expect to obtain "Patent Pending" status by the end
of 2004.

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

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

Our process is currently a proprietary trade secret owned by Nuclear  Solutions,
and being developed for us under contract by Boris Muchnik.  Since we anticipate
filing  for  patent  protection  by the end of 2004,  We will not  disclose  the
technical  details of  operation  at this time.  Doing so would be  considered a
public  disclosure  and preclude our ability to obtain patent  protection on our
technology.  Furthermore, it is possible that we may choose not to file a patent
application on the technology if it is determined to be contrary to the security
interests  of  the  United  States.   TWR  technology  is  a  development  stage
technology.  We cannot  guarantee that we will either receive any patents on the
technology or that the technology can be successfully commercialized.

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

Risk Factors:

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  at least one million
dollars in operating  capital to sustain  operations at a reasonable  level over
the next twelve months.

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



                                       4
<PAGE>

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

We expect that we will  continue to generate  losses until at least such time as
we can  commercialize  our  technologies.  No assurance can be given that we can
complete the  development  of any technology or that, if any technology is fully
developed,  it can be manufactured and marketed on a commercially  viable basis.
Furthermore,  no assurance can be given that any technology  will receive market
acceptance.  Being a  development  stage  company,  we are  subject to all risks
inherent in the  establishment of a developing or new business.  Certain nuclear
technologies  we are  developing  may be  regulated  now or in the future by the
United States  Government and may subject to regulatory  requirements  or export
restrictions.  We are also subject to additional  regulations concerning nuclear
technologies.  Some of the  technologies we develop may be subject to the Atomic
Energy Act of 1954.

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

Item 3.  Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.

Within  the 90 days  prior to the date of this  Quarterly  Report for the period
ended March 31, 2004, we carried out an evaluation,  under the  supervision  and
with the participation of our management,  including the Company's  Chairman and
Chief Executive Officer and the Chief Financial Officer, of the effectiveness of
the design and operation of our disclosure  controls and procedures  pursuant to
Rule 13a-14 of the Securities  Exchange Act of 1934 (the "Exchange Act"),  which
disclosure  controls  and  procedures  are  designed to insure that  information
required to be  disclosed  by a company in the  reports  that it files under the
Exchange Act is recorded,  processed,  summarized and reported  within  required
time periods specified by the SEC's rules and forms. Based upon that evaluation,
the Chairman  and the Chief  Financial  Officer  concluded  that our  disclosure
controls  and  procedures  are  effective  in timely  alerting  them to material
information  relating  to the Company  required to be included in the  Company's
period SEC filings.

(b) Changes in Internal Control.

Subsequent to the date of such evaluation as described in subparagraph (a)above,
there were no significant changes in our internal controls or other factors that
could significantly affect these controls,  including any corrective action with
regard to significant deficiencies and material weaknesses.

PART II-OTHER INFORMATION



Item 1.  Legal Proceedings.

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

Item 2.  Changes in Securities.

         None

Item 3.  Defaults upon Senior Securities.

         None.



                                       5
<PAGE>

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

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

Item 5.  Other Information

On January 8, 2004, The Company entered into a debt restructuring agreement with

Denise  Barbato  and DMB  Investments,  whereby  the  repayment  of a series  of
promissory notes, credit line, and associated  interest totaling  $973,135.42 as
of January 8, 2004.  will be deferred,  with a 10% annual  interest  rate, for a
minimum of 12 months,  or until the company  receives a minimum  investment of 2
million  dollars.  The  Principal  and  interest  will  then be paid back at the
company's  discretion by either converting to stock at a price of .084 cents per
share, paying back in cash, or a combination of cash and stock. The company will
also issue 2,000,000 shares as an incentive  immediately upon demand. The voting
rights to all shares under the terms of this agreement shall vest with the Board
of directors for a period of two years.

On May 17, 2004,  The company  entered into a settlement  agreement  with Adrian
Joseph,  a former  director and officer of the  company.  Under the terms of the
agreement, the parties will mutually release each other from prior financial and
legal  obligations,  including  but not  limited to the  discharge  of  $157,000
dollars in accrued  executive  compensation.  The company  shall  issue  150,000
shares of its common  stock to Joseph.  Joseph  will be  required  to assist and
support the company in any present and future  disputes,  arising out of certain
licensing and research  agreements  concerning a discontinued  research project.
Furthermore,  Joseph shall assign voting proxy to all shares owned by him to the
company for a period of three years.

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

     (a)  Exhibits:

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

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

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

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

     (b)  Reports on Form 8-K.

     There were no reports on Form 8-K for the first  quarter  ending  March 31,
2004

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 24, 2004.

                                                NUCLEAR SOLUTIONS, INC.

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