U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-KSB

(Mark One)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934

     For the fiscal year ended December 31, 2001

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

     For the transition period from ___________ to ___________

                        Commission File Number: 0-31959

                            NUCLEAR SOLUTIONS, INC.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

           Nevada                                              88-0433815
-------------------------------                              --------------
(State or other jurisdiction of                              (IRS Employer
incorporation  or  organization)                             Identification
                                                             No.)

     1050 Connecticut Ave NW, Suite 1000, Washington, D.C.        20036
     -----------------------------------------------------    -------------
            (Address of principal executive offices)            (zip code)

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

Securities registered under Section 12(b) of the Exchange Act:

Title of each class registered: None       Name of each exchange on which
                                           registered:  None

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, par value $.001
                          -----------------------------
                                (Title of class)

Check   whether  the  issuer  (1) filed all reports  required to  be  filed  by
Section13  or 15(d) of the  Securities   Exchange   Act  of  1934   during  the
preceding  12  months  (or  for  such  shorter  period  that the registrant was
required  to  file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days. Yes [X] No [ ]

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

The issuer had operating revenues of $-0-for the year ended December 31, 2001.

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

As of December 31, 2001, there were 20,850,000  shares  of the issuer's  common
stock   outstanding.   The   aggregate   market  value of the  shares   of  the
issuer's voting stock held by  non-affiliates  was $12,324,500 based on the low
bid  price  December 31, 2001 as quoted on the OTC Electronic  Bulletin  Board.
The sum excludes the  shares  held by  officers,  directors,  and  stockholders
whose  ownership exceeded 10% of the  outstanding  shares at December 31, 2001,
in  that  such   persons   may  be  deemed  affiliates  of  the  Company.  This
determination of affiliate status is not necessarily a conclusive determination
for other purposes.




<PAGE>

                            Nuclear Solutions, Inc.
                                  FORM 10-KSB
                               December 31, 2001


                                                                        Page
                                                                        ----
PART I.................................................................... 3
ITEM 1.  Business......................................................... 3
ITEM 2.  Properties....................................................... 6
ITEM 3.  Legal Proceedings................................................ 6
ITEM 4.  Submission of Matters to vote of Security Holders................ 6

PART II................................................................... 7

ITEM 5.  Market for Common Equity and Related Stockholder Matters......... 7
ITEM 6.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations.......................... 8
ITEM 7.  Financial Statements............................................ 14
ITEM 8.  Changes In and Disagreements With Accounting and
             Financial Disclosure........................................ 15

PART III................................................................. 16

ITEM 9.  Directors, Executive Officers, Promoters, and Control
           Persons: Compliance With Section 16(a) of the Exchange Act.... 16
ITEM 10.  Executive Compensation......................................... 20
ITEM 11.  Security Ownership of Certain Beneficial Owners and Management. 21
ITEM 12.  Certain Relationships and Related Transactions................. 22

PART IV.................................................................. 23

ITEM 13.  Exhibits and Reports on Form 8-K............................... 23
SIGNATURES............................................................... 24



                                      2

<PAGE>


PART I

ITEM 1.     DESCRIPTION OF BUSINESS.

      (a) Our Corporate History.    The Company was organized February 27, 1997
under the laws of the State  of  Nevada,  as Stock Watch Man, Inc.  The Company
has no operations and is considered a development  stage company.  On September
12, 2001, the Company amended its articles of incorporation  to change its name
to Nuclear Solutions, Inc.

      (b) Business of the Issuer.

Nuclear   Solutions,   Inc.  is  engaged  in  the  research,  development   and
commercialization  of commercially  unproven,  development  stage  technologies
intended for remediation  and  treatment of various forms of radioactive waste.
The target waste streams may be in either liquid, or solid form and may consist
of mixed or purified isotopes. The  company is also engaged in the research and
development required to produce an accelerator-driven reactor system (ADS) that
could remediate certain nuclear waste  streams  as  well  as  reproduce  usable
energy in the form of electricity.

The company presently has two core nuclear technologies:

GHR,  is  a  proprietary  technology  that  is  intended  for  the  removal  of
radioactive  contaminants from water. It is essentially an efficient filterless
chemical-physical  reactor  (non-nuclear) that can extract Tritium (radioactive
isotope) and Deuterium (heavy  water)  from  contaminated water. The company is
currently engaged with the Institute of Industrial  Mathematics in Beer Sheeva,
Israel to research the optimum parameters for high volume commercial processing
units.

Hypercon ADS(TM), 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
reactions). The Hypercon ADS(TM)technology can be segmented  into  two distinct
categories.

Category 1: Hypercon ADS(TM)with Heat Recovery is being developed for use as an
accelerator  driven  system that could transmute certain nuclear waste  streams
(i.e. resulting in the  relaxation  of  the radioisotopes) as well as reproduce
usable energy in the form of electricity.

Category 2: Hypercon ADS(TM)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. This system  as  envisioned  could
reduce the levels  of  radioisotope  contamination  present  in many expendable
items that are used in the handling and processing of nuclear materials.




                                      3

<PAGE>


The company intends to generate revenues from joint-ventures and  licensing.  A
typical  joint  venture  employing the GHR technology may consist of partnering
with  an environmental remediation  firm  that  would  operate  GHR  processing
equipment  that  is  supplied  under contract by Nuclear Solutions. A licensing
arrangement with the Hypercon ADS TM system may consist of a technology license
being purchased by an operator of nuclear power plants. Revenue would flow back
to Nuclear Solutions as a function  of  a  percentage  of  the  dollar value of
nuclear waste treated, electricity generated or both.

      Competition
      -----------

Competition  in the fields in which the company is developing and  has  patent-
pending technologies,  is  complex.  With a core business that includes nuclear
waste remediation and power generation  technologies, the company's competition
is largely from government-funded organizations,  as  in  most  nuclear-related
business.   We will be competing with national laboratories, universities,  and
so-called think  tanks  that  may  have  much  greater  access  to  capital and
marketing resources because of their government ties and recognition  among the
non-profit and scientific community.

There are well established organizations within our business segments that have
both  name  recognition  and histories of implemented technologies. In nuclear-
related businesses, the competitive  field  is relatively small but intense and
can raise significant barriers to entry.  Competition  usually  stems from name
recognition,  price,  marketing  resources  and  expertise.  Although  we  have
retained  marketing  and  consulting  expertise,  established competitors could
enter the market with new, competing technologies at  any time.  Our ability to
complete will depend on the capabilities of the market-ready  technologies  and
how well we will be able to market these technologies.

To  date,  we have not generated any revenues from our products or technologies
and are competing  against  companies  which  may  have  significantly  greater
financial and human resources.

      Our Employees
      -------------

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

We have four employees, two executive officers, Patrick Herda and Qi Ao and one
secretarial and one technical person.

On  August 8, 2001, the Company entered into 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 period  ended  December  31, 2001, the amount
accrued was $104,167 and at Mr. Brown's discretion will be paid  back either in
cash or common stock at a price of $1 per share.

                                      4

<PAGE>


On September 1, 2001, the Company entered into an Employment Agreement with Dr.
Qi Ao, the vice president of research & development, whereby the Company  is to
pay  Mr. Ao an annual base salary of $175,000 which began on November 15, 2001.
Also, as part of the agreement he will receive a $50,000 signing bonus which is
due by  August  15,  2002  and  has stock options.  Mr. Ao has to choose either
170,000 shares of the Company's $0.0001 par value common stock or the option to
purchase 200,000 shares of the Company's  $0.0001  par  value  common  stock at
$0.05  per  share  exercisable over three years.  For the period ended December
31, 2001, the amount accrued was $50,000.

On September 13, 2001, the Company hired Patrick Herda as the vice president of
business development  whereby  the  Company  is to pay Mr. Herda an annual base
salary of $150,000.  For the period ended December 31, 2001, the amount accrued
was $48,275 and at Mr. Herda's discretion will  be  paid back either in cash or
common stock at a price of $1 per share.

On October 1, 2001, the Company appointed Mr. 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 period
ended December 31, 2001, the amount accrued was $337,500 to be paid back stock.

On  December  14, 2001, the Company appointed 6 individuals  to  the  Company's
Executive Advisory  Board  for a term of 1 year.  Each individual is to receive
20,000 shares of the Company's $0.0001 par value common stock valued at $63,000
and the option to purchase 20,000  shares  of  the  Company's $0.0001 par value
common stock at $1 per share exercisable over one year.   For  the period ended
December 31, 2001, the amount accrued was $378,000 to be paid back in stock.

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


                                      5

<PAGE>



ITEM 2.     DESCRIPTION OF PROPERTY.
      During 2001, the Company shared office space, on a rent-free basis,  with
Global Atomics, Inc., a company owned by Paul Brown.

ITEM 3.     LEGAL PROCEEDINGS.

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

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

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


                                      6

<PAGE>


                                    PART II

ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(a)   Market Information.

      Our common stock trades Over-the-Counter (OTC)  on  the  NASD  Electronic
Bulletin Board under the symbol NSOL.  Table 1 sets forth the high and  low bid
information for each fiscal quarter beginning with the second quarter of  2001,
the  first  quarter for which this information was available.  These quotations
reflect inter-dealer  prices,  without  retail mark-up, mark-down or commission
and  may  not represent actual transactions.  These  data  provided  by  NASDAQ
Historical Data Service of Rockville, Maryland.

Table 1.

Bid Information


Fiscal Quarter Ended                             Low               High


December 31, 2001
                                                1.57               3.95

September 30, 2001
                                                0.66               2.80

June 30, 2001                                   0.05               1.65


(a)   Holders.

      Our company  has approximately 586 shareholders of its common stock as of
December 31, 2001 holding 20,850,000 common shares.

(c)   Dividends.

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




                                      7

<PAGE>



(a)   Recent Sales of Unregistered Securities

      During  the  fourth  quarter  of 2001, the Company offered and  sold  the
following securities pursuant to a securities  transaction  exemption  from the
registration requirements of the Securities Act of 1933, as amended.

      On October 1, 2001, the Company authorized the issuance of 150,000 common
shares  to  Mr. Behrmann, a company Vice President.  The shares were issued  as
deferred compensation  and  valued  at  $337,500.   This  compensation is being
amortized over 12 months.

      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 6.     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.



                                      8

<PAGE>



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.

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.

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.


                                      9

<PAGE>



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.

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




                                      10

<PAGE>



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.

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.



                                      11

<PAGE>



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.

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


                                      12

<PAGE>



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
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.


                                      13

<PAGE>



ITEM 7.     FINANCIAL STATEMENTS.


                            NUCLEAR SOLUTIONS, INC.
                       [FORMERLY STOCK WATCH MAN, INC.]
                         (A DEVELOPMENT STAGE COMPANY)

                                BALANCE SHEETS
                                     AS OF
                          DECEMBER 31, 2001 AND 2000

                                      AND

                           STATEMENTS OF OPERATIONS,
                           STOCKHOLDERS' EQUITY, AND
                                  CASH FLOWS
                FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                                      AND
                                FOR THE PERIOD
                     FEBRUARY 27, 1997 (DATE OF INCEPTION)
                                    THROUGH
                               DECEMBER 31, 2001

<TABLE>
<CAPTION>

                               TABLE OF CONTENTS
                               -----------------


                                                                   PAGE
<S>                                                                 <C>
Independent Auditor's Report                                        F-1

Balance Sheets                                                      F-2

Statements of Operations                                            F-3

Statements of Changes in Stockholders' Equity                       F-4

Statements of Cash Flows                                            F-5

Footnotes                                                           F-6-17

</TABLE>

                                      14


<PAGE>


G. BRAD BECKSTEAD
---------------------------
CERTIFIED PUBLIC ACCOUNTANT
                                                            330 E. Warm Springs
                                                            Las Vegas, NV 89119
                                                                   702.257.1984
                                                             702.362.0540 (fax)

                         INDEPENDENT AUDITOR'S REPORT

May 13, 2002

Board of Directors
Nuclear Solutions, Inc.
[formerly Stock Watch Man, Inc.]

I have audited the Balance Sheets of Nuclear Solutions, Inc. (the "Company") (A
Development  Stage  Company), as of December 31, 2001 and 2000, and the related
Statements of Operations,  Stockholders'  Equity,  and Cash Flows for the years
then ended and for the period from February 27, 1997  (Date  of  Inception)  to
December  31,  2001.   These financial statements are the responsibility of the
Company's management.  My  responsibility  is  to  express  an opinion on these
financial statements based on my audit.

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

In  my  opinion,  the financial statements referred to above present fairly, in
all material respects,  the  financial  position  of Nuclear Solutions, Inc. (A
Development Stage Company) as of December 31, 2001 and 2000, and the results of
its operations and cash flows for years then ended  and for the period February
27, 1997 (Date of Inception) to December 31, 2001, in conformity with generally
accepted accounting principles in the United States of America.

The accompanying financial statements have been prepared  assuming  the Company
will  continue  as  a  going  concern.  As discussed in Note 3 to the financial
statements, the Company has had  limited  operations  and  have  not  commenced
planned principal operations.  This raises substantial doubt about its  ability
to  continue  as a going concern.  Management's plan in regard to these matters
are also described  in  Note  3.   The  financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ G. Brad Beckstead
-----------------------
G. Brad Beckstead, CPA

                                    F-1
<PAGE>



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


<TABLE>
<CAPTION>

BALANCE SHEET

                                                       December 31,
                                                ------------------------
Assets                                             2001          2000
                                                ---------     ----------
<S>                                             <C>           <C>
Current assets:
  Cash and equivalents                          $   2,128     $   11,419
  Prepaid consulting fees                         150,000              -
                                                ---------     ----------
Total Current Assets                              152,128         11,419
                                                ---------     ----------

Fixed assets, net                                   3,690            280
Acquired technology, net                           82,650              -
Security deposit                                        -          2,250
                                                ---------     ----------

                                                $ 238,468     $   13,949
                                                =========     ==========

Liabilities and Stockholders' Equity

Current liabilities
  Accounts payable                              $   16,180     $       -
  Accrued expenses                                  51,015             -
  Accrued payroll                                   26,568             -
  Accrued executive compensation                   917,942             -
  Accrued interest                                     242             -
                                                ---------     ----------
    Total current liabilities                   1,011,947              -
                                                ---------     ----------

Convertible debt - related party                   29,000              -

Stockholders' equity (deficit):

Preferred stock, $0.001 par value,
     10,000,000 shares authorized,
     zero shares issued and
     outstanding                                        -             -

Common stock, $0.001 par value,
     100,000,000 shares authorized;
     20,850,000 and 2,127,500 shares
     issued and outstanding as of
     12/31/01 and 12/31/00 respectively             2,058           213
Additional paid-in capital                        797,915        44,687
Deferred compensation                            (253,125)            -
(Deficit) accumulated during development stage (1,349,354)      (30,951)
                                                ----------     ---------
                                                  802,479        13,949
                                                ---------     ---------
                                                $ 238,468     $  13,949
                                                =========     =========

</TABLE>

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

                                      F-2
<PAGE>


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

<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS


                                      For the years ended    February 27, 1997
                                           December 31,        (Inception) to
                                     -----------------------    December 31,
                                        2001         2000           2001
                                     ----------   ----------   --------------
<S>                                  <C>          <C>          <C>
Revenue                              $        -   $        -   $            -
                                     ----------   ----------   --------------

Expenses:
  Depreciation and
     amortization                        89,052           20           89,144
  Consulting fees                       493,000            -          493,000
  Legal fees                             25,000            -           25,000
  Executive compensation
    - related party                     580,442            -          580,442
  General and
    administrative
    expenses                            130,667       28,688          161,526
                                     ----------   ----------   --------------
    Total expenses                    1,318,161       28,719        1,349,112
                                     ----------   ----------   --------------

Other expense

Interest expense - related party            242            -              242
                                     ----------   ----------   --------------
Net (loss)                          $(1,318,403)   $  (28,719)  $(  1,349,354)
                                    ============   ===========  ==============

Weighted average
   number of
   common shares
   outstanding                         9,920,356     1,848,805
                                    ============   ===========

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

</TABLE>

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

                                       F-3

<PAGE>
                           Nuclear Solutions, Inc.
                      [formerly Stock Watch Man, Inc.]
                     (a Development Stage Company)
               Statement of Changes in Stockholders' Equity

<TABLE>
<CAPTION>

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY


                                                     Deficit
                                                     Accumulated
                          Common Stock   Additional  During         Total
                          ------------     Paid-in   Development Stockholders'
                          Shares   Amount   Capital  Stage         Equity
                        ---------  ------- --------- ------------  -------
<S>                     <C>        <C>      <C>       <C>           <C>
March 1, 1997
Issued for services
and organizational
costs                  1,000,000  $  100   $    900   $        -   $ 1,000

Net Loss
February 27, 1997
(inception to)
December 31, 1997                                           (830)     (830)
                      -------------------------------------------------------

Balance as of
December 31, 1997      1,000,000      100       900         (830)      170

Net loss                                                     (36)      (36)
                      -----------------------------------------------------
Balance as of
December 31, 1998      1,000,000      100         -         (866)      134

August 2, 1999
Issued for cash          400,000       40         1,960             (2,000)

Net loss
December 31, 1999                                         (1,366)   (1,366)
                   --------------------------------------------------------
Balance as of
December 31, 1999      1,400,000      140        2,860    (2,232)      768

March 31, 2000
Issued for cash
pursuant to 504
offering                 527,500       53         41,647       -    41,700

September 27, 2000
Issued for services      200,000       20            180               200

Net loss
December 31, 2000                                        (28,719)   (28,719)
                    --------------------------------------------------------
Balance as of
December 31, 2000      2,127,500    213     44,697       (30,951)    13,949
July, 2001
Shares issued for
legal fees               100,000     10      4,990            -       5,000

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

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

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

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

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

October, 2001
Donated capital-cash                           100                      100

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

Net (loss) for
The year ended
December 31, 2002                                    (1,318,403) (1,318,403)
                  ----------------------------------------------------------
Balance
December 31, 2001   20,850,000  $ 2,085  $ 797,915  $(1,349,354) $ (549,354)
                  =========================================================

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

</TABLE>

                                       F-4

<PAGE>




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

STATEMENT OF CASH FLOWS
                                      For the years ended    February 27, 1997
                                           December 31,        (Inception) to
                                     -----------------------    December 31,
                                        2001         2000           2001
                                     ----------   ----------   --------------
<S>                                  <C>          <C>          <C>
Net (loss)                           $(1,318,402) $  (28,719)  $(1,349,354)
Depreciation & amortization               89,052          20        89,144
Shares issued for consulting services    443,000           -       443,000
Shares issued for prepaid
     consulting services                 200,000           -       200,000
Shares issued for legal fees               5,000           -         5,000
Adjustments to reconcile net
  (loss) to net cash provided (used)
  by operating activities:
 Decrease in organizational costs, net         -          98             -
 (Increase) decrease of
     security deposit                     2,250       (2,250)            -
 (Increase) in prepaid
     consulting services               (150,000)           -     (150,000)
  Increase in accounts payable           16,180            -       16,180
  Increase in accrued expenses           51,015            -       51,015
  Increase in accrued payroll            26,568            -       26,568
  Increase in executive compensation    833,567            -      833,567
  Increase in accrued interest              242            -          242
                                    -----------  -----------  -----------
Net cash provided (used) by
operating activities                    198,471      (30,851)     165,362
                                    -----------  -----------  -----------
CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of fixed assets                 (3,737)       (300)       (4,037)
                                    -----------  -----------  ------------
Net cash (used) by
investing activities                     (3,737)       (300)       (4,037)
                                    -----------  -----------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Convertible debt - related party         29,000           -         29,000
Issuance of common stock                      -       41,900        44,828
Donated capital                          20,100            -        20,100
Increase in deferred compensation      (253,125)           -      (253,125)
                                    -----------  -----------  ------------
Net cash provided by
financing activities                   (204,025)      41,900      (159,197)
                                    -----------  -----------  -------------



Net (decrease) increase in cash          (9,291)      10,749         2,128
Cash - beginning                         11,419          670             -
                                    -----------  -----------  ------------

Cash - ending cash                  $     2,128  $    11,419  $      2,128
                                    ===========  ===========  ============

Supplemental disclosures:

     Interest paid                  $        -   $         -  $          -
                                    ===========  ===========  ============
     Income taxes paid              $        -   $         -  $          -
                                    ===========  ===========  ============
Non-Cash financing activities:
     Number of shares issued for
       consulting services              750,000            -     1,950,000
                                    ===========  ===========  ============
     Number of shares issued for
       legal services                   100,000            -       100,000
                                    ===========  ===========  ============
     Number of shares issued to
       acquire technology            17,872,500            -    17,872,500
                                    ===========  ===========  ============
</TABLE>


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


                                      F-5

<PAGE>

                           NUCLEAR SOLUTIONS, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                  FOOTNOTES


NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

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

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

NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES

Cash and cash equivalents
-------------------------
 For the purpose of the statements of cash flows, all highly liquid investments
 with an original maturity of three months or less  are  considered  to be cash
 equivalents.  There are no cash equivalents as of December 31, 2001 or 2000.

Fixed assets
------------
 The cost of fixed assets is depreciated over the estimated useful life  of the
 fixed  assets utilizing the straight-line method of depreciation based on  the
 estimated useful life of 5 years.

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

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

Advertising costs
-----------------
 The  Company  expenses  all  costs  of advertising as incurred.  There were no
 advertising  costs  included in general  and  administrative  expenses  as  of
 December 31, 2001 or 2000.

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

                                  F-6
<PAGE>
                            NUCLEAR SOLUTIONS, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                   FOOTNOTES




Fair value of financial instruments
-----------------------------------
 Fair  value  estimates  discussed  herein   are   based  upon  certain  market
 assumptions and pertinent information available to  management  as of December
 31,  2001  or 2000.  The respective carrying value of certain on-balance-sheet
 financial  instruments   approximated  their  fair  values.   These  financial
 instruments include cash and  accounts  payable.   Fair values were assumed to
 approximate carrying values for cash and payables because  they are short term
 in  nature  and  their carrying amounts approximate fair values  or  they  are
 payable on demand.

Impairment of long-lived assets
-------------------------------
 Long-lived assets  held  and  used  by  the  Company are reviewed for possible
 impairment whenever events or circumstances indicate the carrying amount of an
 asset may not be recoverable or is impaired.   No  such  impairments have been
 identified by management at December 31, 2001 or 2000.



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

Loss per share
--------------
 Net  loss  per  share  is  provided  in accordance with Statement of Financial
 Accounting Standards No. 128 (SFAS #128) "Earnings Per Share".  Basic loss per
 share is computed by dividing losses available  to  common stockholders by the
 weighted average number of common shares outstanding  during  the period.  The
 Company  had  no dilutive common stock equivalents, such as stock  options  or
 warrants as of December 31, 2001 or 2000.

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



                                    F-7

<PAGE>


                            NUCLEAR SOLUTIONS, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                   FOOTNOTES


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

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

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

Recent pronouncements
---------------------
 In  June  2001,  SFAS  No.  141,  "Business  Combinations,"  and SFAS No. 142,
 "Goodwill  and Other Intangible Assets," were issued.  SFAS No.  141  requires
 that all business  combinations initiated after June 30, 2001 be accounted for
 using the purchase method  of  accounting,  and  that  identifiable intangible
 assets acquired in a business combination be recognized as an asset apart from
 goodwill, if they meet certain criteria.  The impact of  the  adoption of SFAS
 No.  141  on  our reported operating results, financial position and  existing
 financial statement disclosure is not expected to be material.




                                    F-8

<PAGE>



                            NUCLEAR SOLUTIONS, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                   FOOTNOTES




 SFAS No. 142 applies to all goodwill and identified intangible assets acquired
 in  a  business  combination.   Under  the  new  standard,  all  goodwill  and
 indefinite-lived intangible  assets,  including  that  acquired before initial
 application  of  the standard, will not be amortized but will  be  tested  for
 impairment at least  annually.  The new standard is effective for fiscal years
 beginning after December 15, 2001.  Adoption of SFAS No. 142 effective January
 1, 2002, will result in  the  elimination  of  approximately $82,000 of annual
 amortization.  The Company does not expect to recognize  any impaired goodwill
 as of January 1, 2002.

 In July 2001, SFAS No. 143, "Accounting for Asset Retirement Obligations," was
 issued which requires the recognition of a liability for an  asset  retirement
 obligation  in  the  period  in  which it is incurred.  When the liability  is
 initially recorded, the carrying amount  of  the  related  long-lived asset is
 correspondingly  increased.   Over  time,  the  liability is accreted  to  its
 present  value  and the related capitalized charge  is  depreciated  over  the
 useful life of the asset. SFAS No. 143 is effective for fiscal years beginning
 after June 15, 2002.   The  impact  of  the  adoption  of  SFAS No. 143 on the
 Company's   reported  operating  results,  financial  position  and   existing
 financial statement disclosure is not expected to be material.

 In August 2001,  SFAS  No.  144, "Accounting for the Impairment or Disposal of
 Long-Lived  Assets,"  was issued.   This  statement  addresses  the  financial
 accounting and reporting  for  the impairment or disposal of long-lived assets
 and broadens the definition of what  constitutes  a discontinued operation and
 how results of a discontinued operation are to be measured and presented.  The
 provisions of SFAS No. 144 are effective for financial  statements  issued for
 fiscal years beginning after December 15, 2001.  The impact of the adoption of
 SFAS  No.  144  on  our  reported  operating  results,  financial position and
 existing financial statement disclosure is not expected to be material.

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

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

                                  F-9




<PAGE>

                            NUCLEAR SOLUTIONS, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                   FOOTNOTES


NOTE 3 - GOING CONCERN

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

NOTE 4 - PREPAID CONSULTING FEES

On September  14,  2001,  the  Company executed a one-year consulting agreement
with TJ Jesky, an individual, in exchange for 250,000 shares of its $0.0001 par
value common stock valued at $200,000.   Amortization  expense  totaled $50,000
for the year ended December 31, 2001.

NOTE 5 - FIXED ASSETS

The  Company  purchased  fixed assets in the amount of $3,737 during  the  year
ended December 31, 2001.   Depreciation expense totaled $210 for the year ended
December 31, 2001.

NOTE 6 - ACQUIRED TECHNOLOGY

On August 8, 2001, the Company  entered  into  an  Asset  Purchase Agreement to
acquire   licensed  technology  designed  to  render  nuclear  waste   products
environmentally   harmless.  Pursuant  to  the  Agreement  the  Company  issued
17,872,500 shares of  its  $0.0001  par  value  common stock to Global Atomics,
Inc., a company owned solely by Paul M. Brown, the  Company's  president, for a
stated  value  of  $87,000.  Amortization expense totaled $4,350 for  the  year
ended December 31, 2001.

NOTE 7 - ACCRUED EXECUTIVE COMPENSATION

On August 8, 2001, the  Company  entered into 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 period ended December  31,  2001,  the amount
accrued was $104,167 and at Mr. Brown's discretion will be paid back either  in
cash or common stock at a price of $1 per share.


                                 F-10

<PAGE>

                            NUCLEAR SOLUTIONS, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                   FOOTNOTES



On September 1, 2001, the Company entered into an Employment Agreement with Dr.
Qi  Ao, the vice president of research & development, whereby the Company is to
pay Mr.  Ao an annual base salary of $175,000 which began on November 15, 2001.
Also, as part of the agreement he will receive a $50,000 signing bonus which is
due by August  15,  2002  and  has  stock options.  Mr. Ao has to choose either
170,000 shares of the Company's $0.0001 par value common stock or the option to
purchase 200,000 shares of the Company's  $0.0001  par  value  common  stock at
$0.05  per  share  exercisable over three years.  For the period ended December
31, 2001, the amount accrued was $50,000.

On September 13, 2001, the Company hired Patrick Herda as the vice president of
business development  whereby  the  Company  is to pay Mr. Herda an annual base
salary of $150,000.  For the period ended December 31, 2001, the amount accrued
was $48,275 and at Mr. Herda's discretion will  be  paid back either in cash or
common stock at a price of $1 per share.

On October 1, 2001, the Company appointed Bry Behrmann  as  the  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 period
ended December 31, 2001, the amount accrued was $337,500  to  be paid back with
common stock.

On  December  14,  2001,  the Company appointed 6 individuals to the  Company's
Executive Advisory Board for  a  term of 1 year.  Each individual is to receive
20,000 shares of the Company's $0.0001 par value common stock valued at $63,000
and the option to purchase 20,000  shares  of  the  Company's $0.0001 par value
common stock at $1 per share exercisable over one year.   For  the period ended
December 31, 2001, the amount accrued was $378,000 to be paid back  with common
stock.

NOTE 8 - 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.  As of December 31, 2001, the amount due is $14,000 in principal and
$117 in accrued interest.



                                    F-11


<PAGE>




                            NUCLEAR SOLUTIONS, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                   FOOTNOTES




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 December 31,  2001,  the  amount due is $15,000 in
principal and $125 in accrued interest.



NOTE 9 - INCOME TAXES

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

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

                   U.S federal statutory rate      (34.0%)

                   Valuation reserve                    34.0%

                   Total                                            -%

As of December 31, 2001, the Company has a net operating loss carry  forward of
approximately   $1,349,237  respectively,  for  tax  purposes,  which  will  be
available to offset  future  taxable  income.   If not used, this carry forward
will expire in 2021.

NOTE 10 - STOCKHOLDER'S EQUITY

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

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

                                 F-12

<PAGE>
                            NUCLEAR SOLUTIONS, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                   FOOTNOTES




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

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

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

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

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

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

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

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

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

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

On October 1, 2001 the  Company agreed to issue 150,000 shares of the Company's
$0.0001 par value common  stock to Bry Behrmann, it's Executive Vice President,
having a market value of $337,500.   This  amount  is  being  amortized  over a
period of 12 months, the term of appointment.  Amounts included in expense were
$84,375  for  the  year  ended  December 31, 2001.  As of December 31, 2001 the
unamortized amount was included in  the accompanying balance sheet as "Deferred
compensation."

                                  F-13

<PAGE>

                            NUCLEAR SOLUTIONS, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                   FOOTNOTES

During the year ended December 31, 2001,  the  president of the Company donated
expenses in the amount of $20,000 to reduce the  account  payable  due  to  Mr.
Wilson for legal expenses.

There have been no other issuances of common and/or preferred stock.

NOTE 11 - 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>
                                        Year ended               Year ended
                                     December 31, 2001      December 31, 2000
                                              Weighted                Weighted
                                    Shares     Average     Shares     Average
                                          Exercise Price        Exercise 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>
                                   F-14


<PAGE>
                              NUCLEAR SOLUTIOINS, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                   FOOTNOTES


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>
                            Year ended         Year ended
                         December 31, 2001  December 31, 2000
<S>                           <C>                   <C>
Net loss available
To common stockholders:
          As reported         $(1,300,672)          $(30,951)
          Pro Forma           $(1,558,672)          $(30,951)
</TABLE>


The weighted average minimum fair  value  of  options  granted during the three
years in the period ended December 31, 2001, 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.










                                  F-15

<PAGE>





                            NUCLEAR SOLUTIONS, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                   FOOTNOTES


The  following  table  presents  summarized  information  about  stock  options
outstanding as of December 31, 2001.

                                 Options Outstanding    Options Exercisable

                               Weighted
                                Average                            Weighted
    Exercise    Number         Remaining    Weighted    Number     Average
    Prices    Outstanding     Contractual   Average   Outstanding  Exercise
              at 12/31/01        Life       Exercise   at 12/31/01  Price
                                             Price
---------------------------------------------------------------------------
    $1.00      120,000          1 year       $1.00      120,000     $1.00
---------------------------------------------------------------------------


NOTE 12 - RELATED PARTY TRANSACTIONS

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

On August 8, 2001, the Company entered  into  an Employment Agreement with Paul
M. Brown, it's president, whereby the Company is  to  pay  Mr.  Brown an annual
base salary of $250,000.

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

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, a company 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 December 31,  2001,  the  amount due is $14,000 in
principal and $117 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, a company in the  amount  of  $15,000.   The note bears an
interest rate of 10% per annum and is due upon demand.  At the request of IFFI,
any  unpaid balance of principal and interest due will be converted  in  common
stock  at  a  rate of $1 per share.  As of December 31, 2001, the amount due is
$15,000 in principal and $125 in accrued interest.

During the year  ended  December 31, 2001, the president of the Company donated
expenses in the amount of  $20,000  to  reduce  the  account payable due to Mr.
Wilson for legal expenses.

                                  F-16

<PAGE>
                            NUCLEAR SOLUTIONS, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                   FOOTNOTES



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.

NOTE 13 - COMMITMENTS

On  September 11, 2001, the Company executed a License  Agreement  with  Global
Atomics  Licensing,  Ltd.  (GALL), a company owned solely by Paul M. Brown, the
Company's president.  This agreement  allows  the Company to license technology
from GALL in exchange for royalties of 1.25% of  gross revenue derived with the
use of the technology and 15% of gross license revenue  for  any master license
agreements signed with other entities.  As of December 31, 2001,  no  royalties
are due to GALL and no commissions are due from GALL.

On  October  25,  2001,  the  Company  executed  a  Consulting  Agreement  with
Washington  Nuclear  for  a term of six months with a monthly payment of $3,750
plus a $50 administrative fee.   As of December 31, 2001, no payments have been
made to Washington Nuclear and the  amounts due have been properly reflected in
the balance sheet in accounts payable.

NOTE 14 - SUBSEQUENT EVENTS

On January 1, 2002, the Company engaged  Greg Wilson, a shareholder, to perform
legal services over a period of six months  in  exchange  for 100,000 shares of
the Company's $0.0001 par value common stock valued at $50,000.

On January 1, 2002, the Company engaged Greg Wilson, a shareholder,  to perform
legal  services  in  exchange  for 100,000 shares of the Company's $0.0001  par
value common stock valued at $25,000.

On January 23, 2002, the Company  engaged Scott Bleazard, to perform consulting
services over a period of eighteen months in exchange for 229,250 shares of the
Company's $0.0001 par value common  stock  valued  at $401,165 (the fair market
value of the underlying stock.)






                                  F-17

<PAGE>



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

      There  have  been  no  changes  or  disagreements   with  accountants  on
accounting or financial disclosure during the Company's two  most recent fiscal
years.

                                      15

<PAGE>


                                   PART III

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

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

Directors and Executive Officers

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

<TABLE>
<CAPTION>

Name                            Age              Position(s)
--------------------------------------------------------------------
<S>                             <C>              <C>
*Paul Brown                     43               President, Director

Patrick Herda                   32               Asst. Sec., V.P.

Bryant Behrmann                 55               V.P.

Qi Ao                           43               V.P.

Jackie Brown                    36               Secretary, Treasurer

</TABLE>

*Paul Brown: deceased April 7, 2002


Paul Brown, President, CEO, Director (Deceased April 7, 2002)
-------------------------------------------------------------

Paul Brown was the  President  and  CEO of Nuclear Solutions until his untimely
death  on April 7, 2002. Brown was involved  in  research  and  development  of
nuclear  technologies  during the last 15 years. From 1999 until 2001 Brown was
involved with the development  of  nuclear  waste remediation technology.  From
1997  through  1999,  he worked on the development  of  thin-film  radioisotope
powered batteries for specialized  aerospace and military applications. He also
developed the Maxa-Beam resonant-xenon  light  technology  during his tenure at
Peripheral Systems as  Vice President of Research. He was affiliated  with  the
American   Nuclear   Society,   the   American  Institute  of  Aeronautics  and
Astronautics, the Institute of Electrical  and  Electronics  Engineers, and the
American Association for the Advancement of Science.





                                      16

<PAGE>


Brown  did not earn a degree in a traditional university setting.  Instead,  he
earned a  non-traditional   Ph.D. in Physics from Eurotech Research University.
Eurotech was a non-accredited  organization  authorized to issue degrees by the
State of California, based upon research performed in a laboratory environment.
Browns research thesis was "Direct conversion  of radioisotopic decay energy to
electricity via doped semiconductor media within a contact potential difference
cell" and resulted in the issuance of U.S. Patent #5,087,533. The Ph.D. awarded
by Eurotech is not a traditional or universally recognized degree.


Patrick Herda, Assistant Secretary, Vice President
--------------------------------------------------

Patrick  Herda  serves  as  Assistant  Secretary and Vice President of Business
Development.  He is responsible for creating  and  managing strategic alliances
with government and industrial partners, as well as  identifying and developing
new business opportunities for the company.

Herda provides Nuclear Solutions, Inc. with a portfolio  of  skills that blends
business experience with scientific aptitude developed in the course of working
with technically oriented companies over the last ten years.   Herda's business
background  includes  operations management, strategic planning, marketing  and
communications, business  development,  and  fiscal  planning.   His background
consists of a broad business, scientific, and technical aptitude that  includes
nuclear science, management of R&D, industrial process control systems.

In  1997,  Herda  founded  Particle  Power Systems, LLC., a private nuclear R&D
company. He was responsible for general  operations  concerning the development
of   innovative   nuclear  power  technologies  for  military   and   aerospace
applications.

From 1995 to 1997, Herda provided business and technical consulting services to
various companies in  the  fields  of aerospace product development, marketing,
management,  organizational development,  industrial  engineering  and  process
control, and E-business.

From 1993 to 1995,  Herda served as Vice President for Butler Audio, a Start-Up
design and manufacturing  firm  for  consumer  electronics  products.  Where he
successfully  managed  new product introduction, manufacturing,  and  strategic
planning.

From 1990 to 1993, Herda  worked  on various engineering projects that included
design and prototyping of emergency/rescue systems for the U.S. Navy as well as
fiscal management and reliability engineering  for  a component of the National
Transportation System.

Mr.  Herda attended Drexel University in Philadelphia,  PA,  where  he  studied
Commerce  and Engineering, and Regis University in Denver, CO. where he studied
business finance.   Mr.  Herda  currently  holds  memberships  in  the American
Nuclear  Society,  International  Association  for  Energy  Economics, and  the
Institute of Nuclear Materials Management.


                                      17
<PAGE>


Bryant E. Behrmann
------------------

Mr. Behrmann was a Vice President of the Company from October  1,  2001  to the
end  of the reporting period.  Mr. Behrmann has applied to the US Patent Office
and been issued a US Patent for Non-Cash Media Dispensed Through An ATM.  Also,
Mr. Behrmann  has been involved with the following businesses for the last five
years:  (a) Nuclear Solutions, Inc. from October 2001 to December 31, 2001, (b)
Executive V.P.  of   BuckTV, Inc. from January 2000 to July 2001, (c) Secretary
of Schimatic Technology, Inc. November 1998 to June 1999 and (d) Vice President
of TSW, Inc. from January 1997 to December 1999 owner and salesman.

Qi Ao
-----

Mr. Ao holds a Ph.D. degree  in  Nuclear  Engineering from North Carolina State
University, Raleigh, North Carolina, a M.E.  in Nuclear Science and Engineering
from Chengdu Institute of Technology, Chengdu,  Sichuan,  China  and  a B.E. in
Applied  Geophysics from the Chengdu Institute of Technology, Chengdu, Sichuan,
China.

From 2000  to  2001  he  was the principal research scientist for Thermo Gamma-
Metrics, San Diego, California. His duties included developing design, analysis
and application software for  advanced  real-time  and on-line Prompt Gamma-ray
Neutron Activation Analyzers.

From 1998 to 2000 he was a principal scientist for Analyser  Systems,  Inc.  of
Escondido,  California. His duties included nuclear simulation tasks for system
design and analysis.

From 1997 to 1998 he was a research associate with the Department of Radiology,
Duke University  Medical  Center,  Durham, North Carolina.  His duties included
the development of Monte Carlo codes  for  optimal  design of new Single Photon
Emission Computed Tomography tools for physician-scientists analysis.

Mr.  Ao  is  presently a MCNPX beta test team member for  Los  Alamos  National
Laboratory in Los Alamos, New Mexico.

Jackie Brown
------------

Ms. Brown is an executive officer filling the corporate secretary role.  She is
the spouse of  Paul  Brown.   Ms. Brown has acted in various support roles with
the development of various Paul  Brown  nuclear  technologies for the past five
years.







                                      18

<PAGE>



(a)   Identify Significant Employees.

(b)   Family Relationships.  Paul Brown and Jackie Brown are husband and wife.

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

1.    A  general  partner  or executive  officer  of  a  business  that  had  a
      bankruptcy petition filed  by  or  against  it  either at the time of the
      bankruptcy or within the two years before the bankruptcy;
2.    Convicted in a criminal proceeding or been subject  to a pending criminal
      proceeding (excluding traffic violations and other minor offenses);
3.    Subject  to  any order, judgement, or decree, not subsequently  reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily  enjoining,  barring, suspending or otherwise limiting his
      or  her  involvement  in any type  of  business,  securities  or  banking
      activities; and
4.    Found by a court of competent  jurisdiction  (in  a  civil  action),  the
      Securities  and  Exchange  Commission  or  the  Commodity Futures Trading
      Commission to have violated a federal or state securities  or commodities
      law, and the judgement has not been reversed, suspended or vacated.

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

      Section   16(a)  of  the   Securities  Exchange Act of 1934 requires  the
Company's directors  and  executive   officers, and  persons  who own more than
10% of the Company's Common Stock, to file  with  the  Securities  and Exchange
Commission  initial reports of beneficial  ownership and reports of changes  in
beneficial ownership  of  Common  Stock of the Company. Officers, directors and
greater  than 10% shareholders are required  by  the  Securities  and  Exchange
Commission   to  furnish  the Company with copies of all section  16(a) reports
they file. No reports were  filed  by the officers, directors or 10% or greater
shareholders during 2001.



                                      19

<PAGE>

ITEM 10.    EXECUTIVE COMPENSATION.

The following table sets forth the compensation  of  the executive officers for
the year ended December 31, 2001.

<TABLE>
<CAPTION>

Summary Compensation Table


                                Annual Compensation    Long-term Compensation
                     Fiscal       Salary/               Stock
Name                 Year         Fees        Bonus     Awards (#) Options(#)
-------------------------------------------------------------------------------
<S>                  <C>       <C>           <C>         <C>          <C>
Paul M. Brown(1)     2001      $250,000(1)      -0-      -0-          -0-
Qi Ao(2)             2001      $175,000(2)   $50,000     -0-          -0-(2)
Patrick Herda(3)     2001      $150,000(3)      -0-      -0-          -0-
B. Behrmann(4)       2001      $337,500(4)      -0-      -0-          -0-
Jackie Brown         2001        -0-            -0-      -0-          -0-

</TABLE>

(1)   On August 8, 2001, the Company entered into 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. As of December 31, 2001, none  of  this
      salary had been paid to Mr. Brown.

(2)   On September 1,  2001,  the  Company entered into an Employment Agreement
      with Dr. Qi Ao, the vice president of research & development, whereby the
      Company is to pay Mr. Ao an annual base salary of $175,000 which began on
      November 15, 2001.  Also, as part  of  the  agreement  he  will receive a
      $50,000  signing  bonus  which  is  due by August 15, 2002 and has  stock
      options.  Mr. Ao has to choose either  170,000  shares  of  the Company's
      common  stock  or the option to purchase 200,000 shares of the  Company's
      common stock at  $0.05  per  share  exercisable  over three years.  As of
      December 31, 2001, the Company had paid Mr. Ao $21,875 as salary with the
      unpaid balance accruing as a corporate obligation.

(3)   On  September  13,  2001,  the Company hired Patrick Herda  as  the  Vice
      President of business development whereby the Company is to pay Mr. Herda
      an annual base salary of $150,000.   As  of  December 31, 2001, Mr. Herda
      was paid $1,725 of his salary and the unpaid balance  is  accruing  as  a
      corporate obligation.

(4)   On  October  1, 2001, the Company appointed Mr. 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 common stock  valued at $337,500.  As of December
      31, 2001, the shares had not been issued.


                                      20

<PAGE>

Advisory Board Compensation

On  December 14, 2001, the Company appointed 6  individuals  to  the  Company's
Executive  Advisory  Board  for a term of 1 year.  Each individual will receive
20,000 shares of the Company's common stock valued at $63,000 and the option to
purchase  20,000  shares  of  the  Company's  common  stock  at  $1  per  share
exercisable over one year. The  Company  has reserved for issuance an aggregate
of 120,000 shares of common stock to six members  of  the  Company's  Executive
Advisory Board for a period of one year at an exercise price of $1 per share.

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

      Table  1 lists the persons who are known to the Company to be the  owners
of more than five  percent  of  the  Company's  equity  shares according to the
Company's records as of December 31, 2001.

      Table 1 lists the persons who are known to the Company  to  be the owners
of more than five percent of our common shares.

(a)   Beneficial  Ownership of more than 5% based on 20,850,000 common  shares.
      This number of shares (1)

Beneficial Ownership of 5%.

Table 1.

      (1)               (2)                   (3)                  (4)
Title of Class     Name and Address    Amount and Nature        Percent of
                                                                   Class
Common Stock

Paul Brown     1530 E. Commercial Blvd.  13,000,000  Common Stock   62.35%
                      Meridian, Idaho
Total                                    13,000,000                 62.35%

(a)   Security  Ownership  of  Management.   Based  on 20,850,000 shares as set
      forth in (a) above as of December 31, 2001.

===============================================================================
      Table 2.

      (1)               (2)                   (3)                  (4)
Title of Class     Name and Address    Amount and Nature        Percent of
                                                                   Class
Common Stock

Paul Brown     1530 E. Commercial Blvd.  13,000,000  Common Stock   62.35%
                      Meridian, Idaho
Total                                    13,000,000                 62.35%

(a)   Changes in Control.
      As  a  result  of  the April 7, 2002 death of Paul Brown, there will be a
      change in control of the board of directors.

                                      21
<PAGE>

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

(a)   Transactions with Management and Others.

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

During 2001, the Company shared office space, on a rent-free basis, with Global
Atomics, Inc., a company owned by Paul Brown.

On August 6, 2001, the Company authorized the issuance  of 17,872,500 shares of
its common stock to Global Atomics, Inc., a company owned  solely  by  Paul  M.
Brown,  the  Company's president, pursuant to an Asset Purchase Agreement dated
August 8, 2001.

On August 8, 2001,  the  Company entered into an Employment Agreement with Paul
M. Brown, it's president,  whereby  the  Company  is to pay Mr. Brown an annual
base salary of $250,000.

On  September 11, 2001, the Company executed a License  Agreement  with  Global
Atomics  Licensing,  Ltd.  (GALL), a company owned solely by Paul M. Brown, the
Company's president.  This agreement  allows  the Company to license technology
from GALL in exchange for royalties of 1.25% of  gross revenue derived with the
use of the technology and 15% of gross license revenue  for  any master license
agreements signed with other entities.  As of December 31, 2001,  no  royalties
are due to GALL and no commissions are due from GALL.

On  October  1, 2001, the Company appointed Mr. 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 common stock valued at $337,500.

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, a company 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 December 31, 2001,  the  amount  due is $14,000 in
principal and $117 in accrued interest.



                                      22

<PAGE>



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, a company in the amount  of  $15,000.   The  note bears an
interest rate of 10% per annum and is due upon demand.  At the request of IFFI,
any  unpaid balance of principal and interest due will be converted  in  common
stock  at  a  rate of $1 per share.  As of December 31, 2001, the amount due is
$15,000 in principal and $125 in accrued interest.

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.

(a)   Certain Business Relationships.

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

(b)   Indebtedness of Management.

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

(c)   Transactions with Promoters.

      Except  as  set  forth  in (a) above, to the  Company's  best  knowledge,
promoters have not received, directly or indirectly, anything of value from the
Company, nor are they entitled to receive anything of value from the Company.

ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K.

      (a) Exhibits

            *3.1  Certificate of  Amendment  of  Articles  of  Incorporation of
            Stock Watch Man, Inc. filed Secretary of State Nevada  on September
            12, 2001
            *3.2  Articles of Incorporation of Stock Watch Man, Inc.
            *3.3  Bylaws of Stock Watch Man, Inc.
             23   Consent of Independent Certifying Accountant

      (b)  Reports on Form 8-K.
      There were no reports on Form 8-K for the fourth quarter ending  December
31, 2001.



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                                  SIGNATURES

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

Dated: May 13, 2002

Nuclear Solutions, Inc.


/s/ Patrick Herda                          /s/ Jackie Brown
---------------------                      -------------------
By: Patrick Herda                          By:   Jackie Brown
Title: Vice President                      Title: Secretary


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


/s/ Patrick Herda
-----------------------                    May 13, 2002
By: Patrick Herda
Title: Vice President


/s/ Jackie Brown
-----------------------                    May 13, 2002
By: Jackie Brown
Title: Secretary



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