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

                                  FORM 10-KSB/A

(Mark One)


     ANNUAL REPORT UN DER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF
---  1934 For the fiscal year ended December 31, 2002.


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


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


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



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


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

        Securities Registered Pursuant of Section 12(b) of the Act: None

           Securities Registered Pursuant of Section 12(g) of the Act:
                         Common Stock, $0.0001 Par Value

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

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

The issuer had operating  revenues of $ 0 for the year ended December 31,
2002.                                 ---

This report contains a total of 45 pages. The Exhibit Index appears on page 45.

As of December 31, 2002,  there were  22,489,250  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 $12,952,950 based on the low bid price
December  31,  2002 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, 2002, 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, 2002


Page
PART I.......................................................................  2

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

PART II......................................................................  4

ITEM 5.  Market for Common Equity and Related Stockholder Matters............  4
ITEM 6.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations.............................  5
ITEM 7.  Financial Statements................................................ 11
ITEM 8.  Changes In and Disagreements With Accounting and
             Financial Disclosure............................................ 31

PART III..................................................................... 31

ITEM 9.  Directors, Executive Officers, Promoters, and Control
           Persons: Compliance With Section 16(a) of the Exchange Act........ 31
ITEM 10.  Executive Compensation............................................. 36
ITEM 11.  Security Ownership of Certain Beneficial Owners and Management..... 38
ITEM 12.  Certain Relationships and Related Transactions..................... 39

PART IV...................................................................... 41

ITEM 13.  Exhibits and Reports on Form 8-K................................... 41
ITEM 14. CONTROLS AND PROCEDURES............................................. 42
SIGNATURES................................................................... 44
EXHIBIT INDEX................................................................ 45















                                       1
<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 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 innovative nuclear technologies. The major objective of the
company is to identify,  screen, and develop selected  technologies to the point
that they may be either licensed, joint-ventured, sold to an industrial partner,
or  otherwise  commercialized.  As part of  day-to-day  operations,  the company
evaluates many technologies and manages its projects in the development phase.


The company  analyzes and  selectively  develops  technologies  in the following
areas:   nuclear  waste   transmutation  and  remediation,   nuclear  micropower
generation  for  defense,  aerospace,  and  nanotechnology,   nuclear  materials
detection and localization, and micropower generation for embedded sensors. From
time-to-time,  in the interest of diversity,  the company also evaluates certain
non-nuclear  technologies  that  are  related  to its main  areas  of  interest.
Management  may  elect  to  pursue  certain  non-nuclear  technologies  based on
synergism  with the  company's  existing  projects and  potential to enhance the
business objectives of the company.

The benchmarks we use in the selection our  technologies are based on evaluating
the  potential  value of a  technological  idea  and  assessing  the  additional
research and development investment required to bring it to a point where it may
be commercially exploited within three years.

The company mainly  assigns  resources to  technologies  that meet our near-term
commercialization  benchmarks.  Selected  technologies  that  do  not  meet  our
short-term criteria are secondarily allocated resources and will be developed as
long-term projects.  All technologies  selected by the company will be developed
as compartmentalized projects.

The technologies  that we engage are intended to solve problems  associated with
the nuclear power industry and introduce solutions for aerospace,  military, and
nanotechnology industries.

The company is presently developing two core nuclear technologies:

GHR nuclear wastewater remediation technology:  is a proprietary process that is
intended  for  the  removal  of  radioactive  contaminants  from  water.  It  is
essentially  a  filter-less  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,  LTD. to develop the optimum  parameters for commercial
processing  units.  We  anticipate  that  our  nuclear  wastewater   remediation
technology could be ready for commercial implementation during the First quarter
of 2004.

Photonuclear  Reactor System: is a proprietary  technology that uses high energy
photons to yield  gamma-neutron  reactions  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).  This  technology  can be segmented into two
distinct categories.


                                       2
<PAGE>


Category 1: Photo-transmutation with Heat Recovery is being developed for use as
a laser 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: Photo-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.  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.

The company intends to generate revenues from joint-ventures, licensing fees, or
sales of individual technologies.  As one example, a joint venture employing the
GHR  technology  to clean  stockpiles  of  nuclear  wastewater  may  consist  of
partnering  with an  environmental  remediation  firm  that  would  operate  GHR
processing  equipment,  supplied under contract by Nuclear Solutions.  The water
would be treated and the customer e.g. U.S.  government,  or nuclear power plant
operator, would pay a per gallon fee to remove the tritium from the water. Other
examples would be: revenue generation through collection of up-front and ongoing
licensing fees, or for others to incorporate,  operate, manufacture, or sell our
technology.


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

Competition  in the fields in which the  company  is  developing  technology  is
complex. While we are not aware of an organization quite like ourselves,  with a
core business that includes nuclear waste  remediation,  power  generation,  and
defense    technologies,    the   company's    competition   is   largely   from
government-funded  organizations.  This is the  case  for  most  nuclear-related
businesses. We will be competing with national laboratories,  universities,  and
established  corporations  that may have  much  greater  access to  capital  and
marketing resources.

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

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.


Item 2. Description of Property.

During 2002, the Company  rented office space at 1050  Connecticut  Ave.,  N.W.,
Suite  1000,  Washington,  D.C.  We have a one year lease  agreement  which runs
through September 2003. Our annual rent commitment is $33,600.



                                       3
<PAGE>

Item 3.  Legal Proceedings.

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

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

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

PART II

Item 5.  Market for Common Equity 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 Data Source
of Rockville, Maryland.

Table 1.

Bid Information


Fiscal Quarter Ended                Low                       High


December 31, 2002                   0.60                      0.73
September 30, 2002                  0.48                      0.51
June 30, 2002                       0.80                      0.84
March 31, 2002                      1.16                      1.18
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  973  shareholders of its common stock as of
December 31, 2002 holding 22,489,250 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,  except for  corporate  state law
limitations.  No cash  dividends have been declared or paid to date and none are
expected to be paid in the foreseeable future.

(d)  Recent Sales of Unregistered Securities

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



                                       4
<PAGE>



     On November 4, 2002,  the company  executed a contract with SAC  Management
for business consulting and professional services, which include;  communication
programs, industry awareness, marketing, advertising, and fulfillment. The terms
of the contract  provided for the payment of 650,000 shares of restricted stock.
The transaction was valued at $320,000.

     On December 12, 2002, we entered into a Settlement  Agreement  with Diamond
Properties  concerning  disputed claims for rent monies pertaining to our former
office  space in  Meridian,  Idaho.  We issued  David R.  Williams,  dba Diamond
Properties,  10,000 shares of restricted common stock as a partial consideration
of the agreement. The consideration for the shares was $3590.

     The shares  issued  above were issued in 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

Introduction

Nuclear  Solutions,  Inc. is a  development  stage  nuclear  technology  company
engaged in research and development,  organizational  efforts,  raising capital,
and  commercialization  of  theoretical,  commercially  unproven and development
stage technologies.

The company intends to evaluate technologies in the following areas:

Nuclear Waste Remediation

Nuclear Wastewater Remediation Technology (GHR)

Photonuclear Reactor System for Waste Transmutation

Nuclear Energy Generation

Nuclear  Micropower  Generation  for  defense,   aerospace,  and  nanotechnology
applications

Photonuclear Reactor System for energy generation

Nuclear Security and Defense Applications

Nuclear Materials Detection and Localization

Micropower Generation for Embedded Sensors

High Intensity Gamma Laser system


The  company's  plan of operation  for the next twelve  months is to continue to
identify,   evaluate,   research,   screen,   and  develop   innovative  nuclear
technologies.  Some of the  technologies we evaluate  originate  through our own
efforts and others are  acquired  from  outside  researchers  and  institutions.
Management favors assigning most of the company  resources towards  technologies
which have the  potential for revenue  generation in three years or fewer.  From
time-to-time,  in the interest of diversity,  the company will evaluate  certain
non-nuclear technologies that relate to its main areas of interest.



                                       5
<PAGE>

The criteria used in the selection of  technologies  is based on evaluating  the
commercial  potential  of a  technological  idea and  assessing  the  additional
research and development investment required to bring it to a point where it may
be commercially exploited within three years(near-term commercialization).

The company mainly  assigns  resources to  technologies  that meet our near-term
commercialization  benchmarks.  Selected  technologies  that  do  not  meet  our
short-term criteria are secondarily allocated resources and will be developed as
long-term projects.  All technologies  selected by the company will be developed
as compartmentalized projects.

The company intends to generate revenues from joint-ventures, licensing fees, or
sales  of  individual  technologies.  We  believe  that our  nuclear  wastewater
remediation  technology could be ready for commercial  implementation during the
First  quarter  of 2004.  As one  example,  a joint  venture  employing  the GHR
technology to clean  stockpiles of nuclear  wastewater may consist of partnering
with an  environmental  remediation  firm  that  would  operate  GHR  processing
equipment,  supplied  under  contract by Nuclear  Solutions.  The water would be
treated and the customer e.g. U.S. government,  or nuclear power plant operator,
would pay a per gallon fee to remove the tritium from the water.  Other examples
would  be:  revenue  generation  through  collection  of  up-front  and  ongoing
licensing fees, or for others to incorporate,  operate, manufacture, or sell our
technology.  We  may  also  realize  revenue  from  the  outright  sale  of  any
technologies we are developing.

We will require  additional  financing to continue our planned operations during
2003.  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.

Over the past year, the company evaluated multiple technology opportunities that
we  think  have  distinct  value  to the  nuclear,  defense,  or  nanotechnology
industries.

The company also opened a business development office in Moscow. The Russian
office is responsible for identifying licensable technologies and to secure
additional research capacity in within the Russian academic and scientific
establishment as the need arises. This is being done to obtain qualified
research facilities and additional business opportunities with a minimum cost to
the company.

Below are the  projects  the company is engaging  under  contract  with  outside
institutions.

GHR Process Nuclear Wastewater Treatment

Introduction

Our  proprietary  (trade  secret)  GHR  process  is  envisioned  as a low  cost,
portable,  modular nuclear  wastewater  processing  system.  The specific target
market for this  technology  is tritium  contaminated  water  (tritiated  water)
produced as a by-product of nuclear complex activities. The Unites States houses
approximately  Six billion  gallons of  tritiated  water with an  additional  11
million gallons created  annually.  Countries such as Japan, the United Kingdom,
France,  and Germany also have this  problem.  We also  envision our GHR process
being used to remediate  tritiated  water  produced as a result of fusion energy
reactors. Fusion energy is not yet a commercial reality. However fusion reactors
are expected to produce tritiated water as a byproduct of operation if they ever
achieve commercial  viability.  We see the fusion market as a distant commercial
potential, but an appropriate market for the GHR system.



                                       6
<PAGE>

GHR  is a  proprietary  technology  intended  for  the  removal  of  radioactive
contaminants  from  water.  It  is a  filterless  chemical-physical  non-nuclear
reactor that can extract  Tritium and Deuterium  from  contaminated  water.  Two
laboratory  prototypes were  constructed and operated  successfully.  We believe
that our GHR  technology  can compete with the two current  methods that are now
used to deal with the tritium  contaminated  water: a.) storage with monitoring,
and b.) controlled environmental release.

We believe the use of GHR technology will cost  significantly  less than what is
currently  spent  on  storage  and  monitoring.  GHR can  also  help  avoid  the
undesirable option of releasing tritiated water into the environment.

Our data  suggest  that  storage  costs  exceed  one-hundred  dollars  a gallon.
Potential  customers have indicated that a processing  cost between six to eight
dollars a gallon  would be  acceptable.  We believe the cost to treat water with
our GHR  technology  will be  significantly  lower than six to eight dollars per
gallon.  We cannot  guarantee  that  customers will pay six to eight dollars per
gallon for our services when our technology is ready for  commercialization.  We
also cannot guarantee our per-gallon costs and expected profit margins until our
commercial prototype processing unit is fully tested.

We plan to  commercialize  GHR technology  during the first quarter of 2004. Our
business  model is to  provide  a  remediation  service  via  partnerships  with
established waste management  companies.  We began marketing efforts in 2002 and
have received interest from potential customers and partners.

We  intend  to  continue  developmental  and  marketing  activities  for our GHR
wastewater treatment technology over the next twelve months. Our activities will
include:   prototype  testing  and  validation,   patent   applications,   field
demonstrations, and marketing.

In March 2002, the company entered into a research and licensing  agreement with
the Institute for Industrial  Mathematics,  Ltd. (IIM) for the  development  and
acquisition of GHR technology.

Under the terms of the agreement,  the Institute for Industrial Mathematics will
perform   research   whereby   optimal   parameters   and   system   design  for
commercial-grade industrial processing of nuclear wastewater are determined. The
Institute of Industrial  Mathematics  currently  estimates project completion by
the end of  2003.  On  completion  of the  project  with  IIM we will  obtain  a
completed  prototype  commercial  prototype  unit.  The prototype can be used to
demonstrate  the  principle  of operation  and validate the costs of  operation.
Under the terms of the contract,  IIM shall file patents covering GHR technology
to which, we will have the worldwide exclusive rights.

The company has funded  approximately  $125,000 of the $325,000 research fee due
to IIM.  Additional funds will be required for marketing and overhead  expenses.
We  intend  to  finance  this  project  through  the use of debt  and/or  equity
financing.









                                       7
<PAGE>

During the next year, the company plans to seek out an operating partner for the
commercialization phase and will explore business opportunities for to implement
GHR worldwide.  Management intends to increase marketing activity as the program
nears completion.

Photonuclear Reactor System

In February 2002, the company  contracted with Los Alamos National  Laboratories
to develop certain  computer  modeling codes useful to our modeling  efforts for
the photonuclear reactor system.

Over the course of the next year,  the company  intends to  continue  conceptual
development and computer modeling of a proprietary  photonuclear reactor system.
The goal of this  project is to develop a laser driven  reactor  system that can
transmute radioactive materials into non-radioactive  materials. This project is
considered long-term.

The development of two types of photonuclear reactor systems is envisioned.

A.)  Photonuclear waste transmutation without energy recovery is being developed
     as a nuclear waste treatment system that could process various forms liquid
     and solid radioactive waste.

B.)  Photonuclear waste transmutation with energy recovery is being developed as
     a laser-driven  reactor system that could transmute nuclear waste and yield
     usable  energy in the form of  electricity.  The goal of this  system is to
     develop a photonuclear  reactor  system that produces  energy and a minimum
     amount of nuclear waste materials.

The development effort for the photonuclear  reactor over the next twelve months
will focus on the following areas.

A.)  Computer Simulation

Computer  modeling is necessary to generate  essential data required to continue
development of the system. The company utilizes nuclear modeling software called
Monte Carlo  N-Particle  Transport Code (MCNPX)  produced by Los Alamos National
Labs. MCNPX was developed as a scientific  research tool by the U.S.  government
to reduce the need for physical laboratory experiments.

Last year,  contractual work with Los Alamos resulted in the development of some
new modeling  codes that are now  integrated  into MCNP.  During the next twelve
months, the company intends to continue work with Los Alamos National Laboratory
to add  additional  modeling  functions  specific  to the  photonuclear  reactor
system.

B.)  Conceptual research and development of a gamma laser system.

We believe that we have advanced the technology of the photon reactor beyond the
original licensed  concept.  The new advancements we are exploring may yield new
patentable concepts that may render the previously licensed technology obsolete.
The  company is working to secure  the next level of  intellectual  property  on
terms more favorable than those  negotiated for the prior art. The  advancements
center the development of a high intensity,  high efficiency  gamma laser system
which is advantageous to the efficiency of the photonuclear  reactor system.  We
are currently evaluating a proprietary gamma laser system design suitable to the
photonuclear reactor system.

Development of this gamma laser system could have additional applications to the
defense and military sectors.

We envision revenue  generation through the licensing or sale of our proprietary
photonuclear  reactor  system.  We may also  realize  revenues  from the sale or
licensing  of  spin-off  technologies  such as a gamma laser  system,  and other
activities  such as consulting,  design,  testing or other related  professional
services.



                                       8
<PAGE>

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

During 2002, the company raised $677,000  through debt financing.  In October of
2002 we  signed a credit  line  agreement  with a lender  for a total  amount of
$650,000 dollars. As of April 2003 we have drawn $290,000 of the $650,000 credit
line.

We have not generated any revenue from  operations  since our inception,  and we
have not been  profitable  since our inception.  Although we believe that we may
recognize  revenues  during  the next  twelve  months  based on  expressions  of
interest from third  parties,  there can be no assurances as to when and whether
we will be able to  commercialize  our products and technologies and realize any
revenues.  Our technologies have never been utilized on a large-scale commercial
basis.  We cannot  guarantee  that  customers  will pay six to eight dollars per
gallon  for  our  GHR  services  when,  or  if,  our  technology  is  ready  for
commercialization.  We also cannot  guarantee our per-gallon  costs and expected
profit margins until our commercial prototype processing unit is fully tested.


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

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

Forward-Looking Statements

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


                                       9
<PAGE>

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
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 commercializing
any  projects,  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.























                                       10
<PAGE>

Item 7. Financial Statements.









                             Nuclear Solutions, Inc.
                          (A Development Stage Company)

                                 Balance Sheets
                                      as of
                           December 31, 2002 and 2001

                                       and

                            Statements of Operations,
                      Changes in Stockholders' Equity, and
                                   Cash Flows
                               for the years ended
                           December 31, 2002 and 2001,
                                       and
                                for the period of
                      February 27, 1997 (Date of Inception)
                                     through
                                December 31, 2002

























                                       11
<PAGE>


                                TABLE OF CONTENTS





                                                                            PAGE

Independent Auditors' Report                                                  13

Balance Sheets                                                                14

Statements of Operations                                                      15

Statements of Changes in Stockholders' Equity                                 16

Statements of Cash Flows                                                      17

Footnotes                                                                     18


















                                       12
<PAGE>

Beckstead and Watts, LLP
------------------------
Certified Public Accountants                            3340 Wynn Road, Suite B
                                                             Las Vegas, NV 89102
                                                                    702.257.1984
                                                              702.362.0540 (fax)

                          INDEPENDENT AUDITORS' REPORT

Board of Directors
Nuclear Solutions, Inc.

We have audited the Balance Sheets of Nuclear Solutions, Inc. (the "Company") (A
Development Stage Company),  as of December 31, 2002, and the related Statements
of Operations,  Stockholders' Equity, and Cash Flows for the year then ended and
for the period February 27, 1997 (Date of Inception) to December 31, 2002. These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit. The financial  statements of Nuclear  Solutions,  Inc. as of December
31, 2001,  were audited by G. Brad  Beckstead,  CPA,  sole  practitioner,  whose
report dated May 13, 2002, on those  statements  included an  explanatory  going
concern paragraph discussed in Note 3 to the financial statements.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Nuclear  Solutions,  Inc. (A
Development  Stage  Company) as of  December  31,  2002,  and the results of its
operations  and cash flows for the year then  ended and for the period  February
27, 1997 (Date of Inception) to December 31, 2002, 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 is
also  described  in  Note  3.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.



April 14, 2003




                                       13
<PAGE>
<TABLE>
<CAPTION>

                             Nuclear Solutions, Inc.
                          (a Development Stage Company)
                                 Balance Sheets


                                                                       December 31,
                                                                --------------------------
                                                                   2002           2001
                                                                -----------    -----------
<S>                                                             <C>            <C>
Current assets:
    Cash and equivalents                                        $    15,410    $     2,128
    Prepaid consulting fees                                          23,750        150,000
                                                                -----------    -----------
      Total current assets                                           39,160        152,128
                                                                -----------    -----------

Fixed assets, net                                                    10,069          3,690

Acquired technology, net                                             65,250         82,650

Security deposit                                                      8,326           --
                                                                -----------    -----------

                                                                $   122,805    $   238,468
                                                                ===========    ===========

Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
    Accounts payable                                            $    52,316    $    16,180
    Accrued expenses                                                204,313         51,015
    Accrued payroll                                                    --           26,568
    Accrued executive compensation                                1,008,285        917,942
    Contingent liabilities                                           13,127           --
                                                                -----------    -----------
      Total current liabilities                                   1,278,041      1,011,705

Long-term liabilities:
    Convertible debt                                                485,000           --
    Convertible debt - related party                                 62,000         29,000
    Accrued interest                                                 30,125           --
    Accrued interest - related party                                  3,375            242
    Line of credit                                                  120,000           --
                                                                -----------    -----------
      Total long-term liabilities                                   700,500         29,242

                                                                -----------    -----------
                                                                  1,978,541      1,040,947
                                                                -----------    -----------
Stockholders' (deficit):

    Preferred stock, $0.001 par value, 10,000,000 shares
      authorized, no shares issued and outstanding                     --             --
    Common stock, $0.0001 par value, 100,000,000 shares
      authorized, 22,489,250 and 20,850,000 shares issued and
      outstanding at 12/31/02 and 12/31/01, respectively              2,249          2,085
    Additional paid-in capital                                    2,015,029        797,915
    Deferred compensation                                          (547,684)      (253,125)
    Prior period adjustment                                          61,000           --
    (Deficit) accumulated during development stage               (3,386,330)    (1,349,354)
                                                                -----------    -----------
                                                                 (1,855,736)      (802,479)
                                                                -----------    -----------

                                                                $   122,805    $   238,468
                                                                ===========    ===========
</TABLE>



                                       14
<PAGE>
<TABLE>
<CAPTION>

                             Nuclear Solutions, Inc.
                          (a Development Stage Company)
                            Statements of Operations

                                                                                      February 27, 1997
                                                             For the years ended       (inception) to
                                                                 December 31,            December 31,
                                                         ----------------------------
                                                               2002            2001            2001
                                                         ------------    ------------    ------------
<S>                                                      <C>             <C>             <C>
Revenue                                                  $       --      $       --      $       --
                                                         ------------    ------------    ------------

Expenses:
   Depreciation & amortization                                 21,349          89,052         110,493
   Consulting fees                                            841,111         493,000       1,334,111
   Legal fees                                                  81,540          25,000         106,540
   Executive compensation - related party                     825,496         580,442       1,405,938
   General and administrative expenses                        219,226         130,667         381,236
                                                         ------------    ------------    ------------
     Total expenses                                         1,988,722       1,318,161       3,338,318
                                                         ------------    ------------    ------------

Other expenses:
   Interest expense                                           (30,125)           --           (30,125)
   Interest expense - related party                            (3,133)           (242)         (2,891)
   (Loss) due to write down of fixed assets                   (14,996)           --           (14,996)
                                                         ------------    ------------    ------------
     Total other expenses                                     (48,254)           (242)        (48,012)

Net (loss)                                               $ (2,036,976)   $ (1,318,403)   $ (3,386,330)
                                                         ============    ============    ============

Weighted average number of
   common shares outstanding - basic and fully diluted     21,236,446       9,920,356
                                                         ============    ============

Net (loss) per share - basic and fully diluted           $      (0.10)   $      (0.13)
                                                         ============    ============
</TABLE>











                                       15
<PAGE>
<TABLE>
<CAPTION>


                             Nuclear Solutions, Inc.
                        [formerly Stock Watch Man, Inc.]
                          (a Development Stage Company)
             Statements of Changes in Stockholders' Equity (Deficit)


                                                                                         (Deficit)
                                                                                        Accumulated
                                      Common Stock          Additional                   Prior          During         Total
                                      ------------            Paid-in       Deferred       Period      Development    Stockholders'
                                   Shares        Amount       Capital     Compensation   Adjustment       Stage         Equity
                                -----------   -----------   -----------   -----------    -----------   -----------    -----------
<S>                               <C>         <C>           <C>           <C>            <C>           <C>            <C>
Balance forward
   December 31, 2000              2,127,500   $       213   $    44,687   $      --      $      --     $   (30,951)   $    13,949
July 2001
   Shares issued for legal          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
   Issued for services                 --            --            --        (337,500)          --            --         (337,500)
October 2001
   Donated capital - cash              --            --             100          --             --            --              100
December 2001
   Donated capital - expenses          --            --          20,000          --             --            --           20,000
December 2001
   Deferred compensation               --            --            --          84,375           --            --           84,375
Net (loss) for the year ended
   December 31, 2001                   --            --            --            --             --      (1,318,403)    (1,318,403)
                                -----------   -----------   -----------   -----------    -----------   -----------    -----------

Balance December 31, 2002         0,850,000         2,085       797,915      (253,125)          --      (1,349,354)      (802,479)
January 2002
   Issued for services              100,000            10        49,990       (50,000)          --            --             --
January 2002
   Issued for services              100,000            10        24,990          --             --            --           25,000
January 2002
   Issued for services              229,250            23       401,165      (401,188)          --            --             --
March 2002
   Deferred compensation               --            --            --         153,951           --            --          153,951
June 2002
   Deferred compensation               --            --            --         176,240           --            --          176,240
September 2002
   Issued for services              100,000            10        19,990       (20,000)          --            --             --
September 2002
   Deferred compensation               --            --            --         156,240           --            --          156,240
November 2002
   Issued for services              150,000            15       337,485          --             --            --          337,500
November 2002
   Issued for services              650,000            65       319,935      (320,000)          --            --             --
November 2002
   Issued for services              300,000            30        59,970       (60,000)          --            --             --
December 2002
   Issued for services                 --            --            --         (75,000)          --            --          (75,000)
December 2002
   Issued for services               10,000             1         3,589          --             --            --            3,590
December 2002
   Deferred compensation               --            --            --         145,198           --            --          145,198
December 2002
   Prior period adjustment             --            --            --            --           61,000          --           61,000
Net (loss) for the year ended
   December 31, 2002                   --            --            --            --             --      (2,036,976)    (2,036,976)
                                -----------   -----------   -----------   -----------    -----------   -----------    -----------
Balance December 31, 200        $22,489,250   $     2,249   $ 2,015,029   $  (547,684)   $    61,000   $(3,386,330)   $(1,855,736)
                                ===========   ===========   ===========   ===========    ===========   ===========    ===========
</TABLE>



                                       16
<PAGE>
<TABLE>
<CAPTION>


                             Nuclear Solutions, Inc.
                          (a Development Stage Company)
                            Statements of Cash Flows

                                                                                         February 27, 1997
                                                             For the years ended          (inception) to
                                                               December 31,                 December 31,
                                                            ----------------------------
                                                                  2002            2001            2002
                                                            ------------    ------------    ------------
<S>                                                         <C>             <C>             <C>
Cash flows from operating activities
Net (loss)                                                  $ (2,036,976)   $ (1,318,403)   $ (3,386,330)
Depreciation & amortization                                       21,349          89,052         110,493
Shares issued for consulting services                          1,037,903         443,000       1,480,903
Shares issued for prepaid consulting services                       --           200,000         200,000
Shares issued for legal fees                                      95,000           5,000         100,000
(Loss) due to write down of fixed assets                          14,996            --            14,996
Prior period adjustment                                           61,000            --            61,000
Adjustments to reconcile net (loss) to
   net cash provided (used) by operating activities:
       (Increase) decrease of security deposit                    (8,326)          2,250          (8,326)
       (Increase) decrease in prepaid consulting services        126,250        (150,000)        (23,750)
       Increase in accounts payable                               36,136          16,180          52,316
       Increase in accrued expenses                              153,298          51,015         204,313
       Increase (decrease) in accrued payroll                    (26,568)         26,568            --
       Increase in accrued executive compensation                174,718         833,567       1,008,285
       Increase in contingent liabilities                         13,127            --            13,127
                                                            ------------    ------------    ------------
Net cash provided (used) by operating activities                (338,093)        198,229        (172,973)
                                                            ------------    ------------    ------------

Cash flows from investing activities
   Purchase of fixed assets                                      (25,324)         (3,737)        (29,361)
                                                            ------------    ------------    ------------
Net cash (used) by investing activities                          (25,324)         (3,737)        (29,361)
                                                            ------------    ------------    ------------

Cash flows from financing activities
   Convertible debt                                              485,000            --           485,000
   Convertible debt - related party                               33,000          29,000          62,000
   Increase in accrued interest                                   30,125            --            30,125
   Increase in accrued interest - related party                    3,133             242           3,375
   Increase in line of credit                                    120,000            --           120,000
   Issuance of common stock                                         --              --            44,828
   Donated capital                                                  --            20,100          20,100
   (Increase) in deferred compensation                          (294,559)       (253,125)       (547,684)
                                                            ------------    ------------    ------------
Net cash provided (used) by financing activities                 376,699        (203,783)        217,744
                                                            ------------    ------------    ------------

Net increase (decrease) in cash                                   13,282          (9,291)         15,410
Cash - beginning                                                   2,128          11,419            --
                                                            ------------    ------------    ------------
Cash - ending                                               $     15,410    $      2,128    $     15,410
                                                            ============    ============    ============

Supplemental disclosures:
   Interest paid                                            $       --      $       --      $       --
                                                            ============    ============    ============
   Income taxes paid                                        $       --      $       --      $       --
                                                            ============    ============    ============

Non-cash financing activities:
   Number of shares issued for consulting services             1,339,250         750,000       3,289,250
                                                            ============    ============    ============
   Number of shares issued for legal services                    300,000         100,000         400,000
                                                            ============    ============    ============
   Number of shares issued to acquire technology                    --        17,872,500      17,872,500
                                                            ============    ============    ============
</TABLE>


                                       17
<PAGE>

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



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  generated no
revenue and in accordance  with SFAS #7, the Company is considered a development
stage company.

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

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, 2002
   or 2001.

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
   following estimated useful lives:

             Office equipment                            5 years
             Computer equipment and software             5 years
             Furniture & fixtures                        7 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
     advertising  costs included in general and  administrative  expenses in the
     amount of $15,950 and $0 as of December 31, 2002 or 2001.

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.


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,  2002 or 2001.  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, 2002 or 2001.


                                       18
<PAGE>


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

Loss per share
--------------
     Basic loss per share is computed by dividing  the net loss by the  weighted
     average   number  of  common   shares   outstanding   available  to  common
     stockholders  during the  period.  The  weighted  average  number of common
     shares  outstanding  was  21,236,446  and  9,920,356  for the  years  ended
     December  31, 2002 and 2001,  respectively.  The  computation  for loss per
     common share, assuming dilution,  for the years ended December 31, 2002 and
     2001, was antidilutive,  and therefore is not included. Outstanding options
     as of December 31, 2002 totaled 120,000.

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

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 July  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
     Associated with Exit or Disposal  Activities",  which  addresses  financial
     accounting  and  reporting  for  costs  associated  with  exit or  disposal
     activities and supersedes EITF No. 94-3, "Liability Recognition for Certain
     Employee   Termination  Benefits  and  Other  Costs  to  Exit  an  Activity
     (including  Certain  Costs  Incurred  in a  Restructuring)."  SFAS No.  146
     requires  that a liability for a cost  associated  with an exit or disposal
     activity be recognized when the liability is incurred. Under EITF No. 94-3,
     a  liability  for an exit cost was  recognized  at the date of an  entity's
     commitment  to an exit  plan.  SFAS  No.  146  also  establishes  that  the
     liability  should  initially be measured  and  recorded at fair value.  The
     provisions of SFAS No. 146 will be adopted for exit or disposal  activities
     that are initiated after December 31, 2002.



                                       19
<PAGE>

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
     Compensation--Transition  and  Disclosure--an  amendment  of SFAS No. 123."
     This  Statement   amends  SFAS  No.  123,   "Accounting   for   Stock-Based
     Compensation", to provide alternative methods of transition for a voluntary
     change  to the fair  value  based  method  of  accounting  for  stock-based
     employee  compensation.  In addition,  this statement amends the disclosure
     requirements  of SFAS No.  123 to  require  prominent  disclosures  in both
     annual and interim financial  statements about the method of accounting for
     stock-based  employee  compensation  and the effect of the  method  used on
     reported  results.  The  adoption of SFAS No. 148 is not expected to have a
     material  impact  on  the  company's   financial  position  or  results  of
     operations.

     In  November  2002,  the FASB issued  FASB  Interpretation  ("FIN") No. 45,
     "Guarantors   Accounting  and  Disclosure   Requirements   for  Guarantees,
     Including   Indirect   Guarantees   and   Indebtedness   of   Others",   an
     interpretation  of FIN No. 5, 57 and 107,  and  rescission  of FIN No.  34,
     "Disclosure  of Indirect  Guarantees  of  Indebtedness  of Others".  FIN 45
     elaborates  on the  disclosures  to be made by the guarantor in its interim
     and  annual  financial  statements  about  its  obligations  under  certain
     guarantees that it has issued. It also requires that a guarantor recognize,
     at the  inception  of a  guarantee,  a liability  for the fair value of the
     obligation undertaken in issuing the guarantee. The initial recognition and
     measurement   provisions  of  this   interpretation  are  applicable  on  a
     prospective basis to guarantees issued or modified after December 31, 2002;
     while,  the  provisions of the  disclosure  requirements  are effective for
     financial statements of interim or annual periods ending after December 15,
     2002. The company  believes that the adoption of such  interpretation  will
     not  have a  material  impact  on its  financial  position  or  results  of
     operations and will adopt such  interpretation  during fiscal year 2003, as
     required.

     In January  2003,  the FASB issued FIN No. 46,  "Consolidation  of Variable
     Interest  Entities",  an interpretation of Accounting Research Bulletin No.
     51. FIN No. 46 requires that variable  interest entities be consolidated by
     a company if that company is subject to a majority of the risk of loss from
     the  variable  interest  entity's  activities  or is  entitled to receive a
     majority of the entity's residual returns or both. FIN No. 46 also requires
     disclosures  about  variable  interest  entities  that  companies  are  not
     required to consolidate  but in which a company has a significant  variable
     interest.  The  consolidation   requirements  of  FIN  No.  46  will  apply
     immediately to variable  interest  entities created after January 31, 2003.
     The consolidation  requirements will apply to entities established prior to
     January 31, 2003 in the first fiscal year or interim period beginning after
     June 15, 2003.  The  disclosure  requirements  will apply in all  financial
     statements  issued after January 31, 2003.  The company will begin to adopt
     the provisions of FIN No. 46 during the first quarter of fiscal 2003.

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.

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 officers,  directors
or 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.


                                       20
<PAGE>



Note 4 - Income taxes

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

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

             U.S federal statutory rate      (34.0%)

             Valuation reserve                34.0%
                                              -----

             Total                               -%
                                             ======

As of December 31, 2002,  the Company has a net operating  loss carry forward as
follows:

                  Year              Amount           Expiration
               ----------         ----------         ----------
                  1997            $      830            2017
                  1998            $       36            2018
                  1999            $    1,366            2019
                  2000            $   28,719            2020
                  2001            $1,318,403            2021
                  2002            $2,036,330            2022

Note 5 - Prepaid consulting fees

On February 28, 2002, the Company  entered into a consulting  agreement with Los
Alamos for a period of one year and paid Los Alamos a total of  $30,000.  During
the year ended December 31, 2002, the company  expensed  $25,000 and the balance
in prepaid consulting fees total $5,000.

On October 8, 2002, the Company executed a consulting agreement with Diversified
Global Holdings,  LLC for a period of 12 months.  As part of the agreement,  the
Company prepaid fees totaling $25,000.  During the year ended December 31, 2002,
the company  expensed  $6,250 and the balance in prepaid  consulting  fees total
$18,750.

Note 6 - Fixed assets

As of December 31, 2002, the Company had the following fixed assets:

Office equipment                                      $ 1,587
Computer equipment & software                           7,154
Furniture & fixtures                                    2,450
Less: Accumulated depreciation                         (1,122)
                                                      -------
                                                      $10,069

The  Company  purchased  fixed  assets in the amount of $25,324  during the year
ended December 31, 2002.  Depreciation expense totaled $3,949 for the year ended
December 31, 2001. There was a loss on the write down of fixed assets of $14,996
during the year ended December 31, 2002.



                                       21
<PAGE>


Note 7 - Acquired technology

On August 8, 2001,  the Company  entered  into an Asset  Purchase  Agreement  to
acquire   licensed   technology   designed  to  render  nuclear  waste  products
environmentally   harmless.   Pursuant  to  the  Agreement  the  Company  issued
17,872,500 shares of its $0.0001 par value common stock to Global Atomics, Inc.,
a company  controlled by Paul M. Brown,  the Company's former  president,  for a
stated value of $87,000. Amortization expense totaled $17,400 for the year ended
December 31, 2002.

Note 8 - Accrued expenses

As of December 31, 2002, the Company had a total of $129,313 in accrued expenses
due to the officers and  directors of the Company for various  expenses paid for
on behalf of the Company.

The Company executed a consulting agreement with Liebling & Malamut, LLC whereby
the Company owes a total of 250,000  shares of the  Company's  $0.0001 par value
common stock for services valued at $75,000.

Note 9 - Accrued executive compensation

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

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 year ended December 31, 2002,
the amount accrued was $125,480.

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 year ended December 31, 2002, the amount accrued was
$164,475  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  licensing
specialist 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.  In October  2002,
the Company has decided not to renew the agreement.  For the year ended December
31, 2002,  the Company issued a total of 150,000 shares of its $0.0001 par value
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 year  ended
December 31, 2002,  the amount  accrued was $378,000 to be paid back with common
stock.


                                       22
<PAGE>

On January 23, 2002, the Company hired John Dempsey as the president whereby the
Company is to pay Mr. Dempsey an annual base salary of $120,000. During the year
ended  December  31,  2002,  Mr.  Dempsey was paid  $59,147.  For the year ended
December  31,  2002,  the  amount  accrued  was  $50,834  and at  Mr.  Dempsey's
discretion will be paid back either in cash or common stock at a price of $1 per
share.

On February 1, 2002,  the Company hired Adrian  Joseph as the vice  president of
special  projects whereby the Company is to pay Mr. Joseph an annual base salary
of  $144,000.  For the year ended  December  31,  2002,  the amount  accrued was
$96,810  and at Mr.  Joseph's  discretion  will be paid  back  either in cash or
common stock at a price of $1 per share.  In addition,  on October 15, 2002, the
Company  agreed to issue  1,000,000  shares of the  Company's  $0.0001 par value
common stock  valued at the fair market value of the services of $50,000.  As of
December  31,  2002,  these  shares have not been issued are included in accrued
executive compensation.

Note 10 - Contingent liabilities

As of  December  31,  2002,  the  Company  has  accrued  a total of  $13,127  as
contingent  liabilities  as related to expenses of the former  president  of the
Company,  Mr. Paul Brown.  The Company is  currently  negotiating  with  several
entities  to reduce or  eliminate  this  part of all of the  accrued  contingent
liabilities.

Note 11 - Convertible debt

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

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

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

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

As of December  31,  2002,  the total  amount due is $485,000 in  principal  and
$30,125 in accrued interest.

Note 12 - Convertible debt - related party

On November 24, 2001 the Company executed a promissory note with Global Atomics,
Inc.  (GAI),  a  company  controlled  by Paul M.  Brown,  the  Company's  former
president,  in the amount of $14,000. The note bears an interest rate of 10% per
annum and is due upon  demand.  At the  request of GAI,  any  unpaid  balance of
principal and interest due will be converted in common stock at a rate of $1 per
share. During the year ended December 31, 2002, the Company paid GAI $10,000. As
of December 31, 2002,  the amount due is $4,000 in principal and $600 in accrued
interest.

On December 11, 2001 the Company  executed a promissory note with  International
Fission Fuels, Inc. (IFFI), a company controlled by Paul M. Brown, the Company's
former president,  in the amount of $15,000.  The note bears an interest rate of
10% per annum and is due upon demand. At the request of IFFI, any unpaid balance
of principal  and interest due will be converted in common stock at a rate of $1
per share.  As of December 31, 2002,  the amount due is $15,000 in principal and
$1,625 in accrued interest.

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


                                       23
<PAGE>

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

As of December 31, 2002, the total amount due is $62,000 in principal and $3,375
in accrued interest.

Note 13 - Line of credit

On  October  16,  2002,  the  Company  executed  note  payable  / line of credit
agreement  with an individual  for $650,000.  The repayment  will begin upon the
first  revenue  positive  year of  operation  and the payback  will be 1% of the
profit derived from the operations for a period of five years.  If the Company's
profits are less than the amount of the loan, the amount is due upon demand.  If
the Company does not utilize the entire $650,000,  then the fifth year's payment
will be prorated.  As of December 31, 2002,  the Company has received a total of
$120,000.

Note 14 - 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.

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 former 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 the Company  agreed to issue 150,000  shares of the Company's
$0.0001 par value  common stock to Bry  Behrmann,  licensing  specialist  of the
Company and the director of licensing development, having a fair market value of
$337,500.  This amount is being amortized over a period of one year, the term of
appointment, and the unamortized amount was included in the accompanying balance
sheet as deferred compensation and accrued executive compensation.

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

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


                                       24
<PAGE>

During  the  year  ended  December  31,  2001,  the  Company  reduced   deferred
compensation by $84,375.

On January 1, 2002,  the Company  issued 100,000 shares of its $0.0001 par value
common  stock to Mr.  Wilson for legal fees  totaling  $50,000.  This  amount is
included in deferred  compensation  and will be  amortized  over a period of six
months.

On January 1, 2002,  the Company  issued 100,000 shares of its $0.0001 par value
common stock to Mr. Wilson for legal fees totaling $25,000.

On January 23, 2002, the Company issued 229,250 shares of the Company's  $0.0001
par value common stock to Scott Bleazard for consulting  services  valued at the
fair market  value stock of  $401,188.  This  amount is being  amortized  over a
period of eighteen  months,  the term of appointment and the unamortized  amount
was included in the accompanying balance sheet as deferred compensation.

During  the  period  ended  March  31,  2002,  the  Company   reduced   deferred
compensation by $153,951.

During the period ended June 30, 2002, the Company reduced deferred compensation
by $176,240.

On September  30, 2002,  the Company  issued  100,000  shares of its $0.0001 par
value common stock to Mr. Wilson for legal fees totaling $20,000. This amount is
included in deferred  compensation  and will be amortized  over a period of four
months.

During the period  ended  September  30,  2002,  the  Company  reduced  deferred
compensation by $156,240.

On November 8, 2002, the Company issued 150,000 shares of the Company's  $0.0001
par value common stock to Bry Behrmann in exchange for  cancellation of $337,500
of accrued executive compensation.

On November 8, 2002, the Company issued a total of 650,000 shares of its $0.0001
par value common stock in exchange for a one year consulting  agreement with SAC
Management valued at the fair market value of the services of $320,000.

On  November  13,  2002,  the  Company  issued a total of 300,000  shares of its
$0.0001 par value common stock to Dr. Boris Muchnik for  consulting  services to
be  rendered  for a period of one year  valued at the fair  market  value of the
services of $60,000.

On  December  19,  2002,  the  Company  agreed  to issue  250,000  shares of the
Company's  $0.0001  par  value  common  stock to  Liebling  &  Malamut,  LLC for
consulting services valued at the fair market value of services of $75,000. This
amount is being amortized over a period of six months,  the term of appointment,
and the  unamortized  amount was included in the  accompanying  balance sheet as
deferred compensation.

On December 20, 2002, the Company issued a total of 10,000 shares of its $0.0001
par value common stock to Diamond  Properties for rent valued at the fair market
value of the rental expenses of $3,590.

During  the period  ended  December  31,  2002,  the  Company  reduced  deferred
compensation by $145,198.

There have been no other issuances of common and/or preferred  stock.  Note 15 -
Stock options

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 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.

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.


                                       25
<PAGE>
<TABLE>
<CAPTION>


                                            Year ended                                   Year ended
                                         December 31, 2002                            December 31, 2001
                                  ------------------------------------  ------------------------------------
                                                      Weighted Average                      Weighted Average
                                       Shares         Exercise Price         Shares         Exercise Price
                                  -----------------  -----------------  -----------------  -----------------
<S>                               <C>                 <C>                <C>                <C>
Outstanding at
beginning of
period                                          --                 --                 --                 --
  Granted                                    120,000  $            1.00            120,000  $            1.00
  Exercised                                     --                 --                 --                 --
  Lapsed or
  cancelled                                     --                 --                 --                 --
                                   -----------------  -----------------  -----------------  -----------------
Outstanding at end
of period                                    120,000  $            1.00            120,000  $            1.00
                                   =================  =================  =================  =================

Options exercisable
at end of period
                                             120,000               --              120,000               --

Options available
for future grant                                --                 --                 --                 --

Weighted average
minimum fair value
of options granted
during the period                               --                 --                 --                 --


</TABLE>














                                       26
<PAGE>


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.

























                                       27
<PAGE>


                                   Year ended                     Year ended
                                December 31, 2002              December 31, 2001
                                -----------------             ------------------
      Net loss available
      To common stockholders:

                As reported        $(2,036,976)                   $(1,318,403)
                                   ============                   ============

                Pro Forma          $(2,156,976)                   $(1,438,403)
                                   ============                   ============


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

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


  Options Outstanding                          Options Exercisable
----------------------                        ---------------------

                               Weighted
                               Avergage                                 Weighted
Exercise       Number         Remaining      Weighted        Number      Average
 Prices    Outstanding at    Contractual      Average    Outstanding at Exercise
              12/31/02           Life     Exercise Price    12/31/02      Price
--------------------------------------------------------------------------------

 $1.00         120,000          1 year         $1.00        120,000       $1.00
 =====         =======          ======         =====        =======       =====

Note 16 - Related party transactions

The Company  issued  17,872,500  shares of its $0.0001 par value common stock to
Global  Atomics,  Inc., a company  controlled  by Paul M. Brown,  the  Company's
former president, 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 former president,  whereby the Company is to pay Mr. Brown an annual
base salary of $250,000.

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.

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.

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  appointed  Bry  Behrmann  as the  licensing
specialist  of the Company  and the  director of  licensing  development  of the
Company and issued a total of 150,000  shares of its  $0.0001  par value  common
stock.

On November 24, 2001 the Company executed a promissory note with Global Atomics,
Inc.  (GAI),  a  company  controlled  by Paul M.  Brown,  the  Company's  former
president,  a company in the amount of $14,000.  As of December  31,  2002,  the
balance owed is $4,000.

On December 11, 2001 the Company  executed a promissory note with  International
Fission Fuels, Inc. (IFFI), a company controlled by Paul M. Brown, the Company's
former president, a company in the amount of $15,000.

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 year  ended
December 31, 2002,  the amount  accrued was $378,000 to be paid back with common
stock.


                                       28
<PAGE>

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

On April 16, 2002, the Company  received  $20,000 from Jackie Brown, the wife of
the Company's former president.

During the year ended  December 31, 2002,  the Company  executed two  promissory
notes with  Patrick  Herda,  vice  president of business  development,  totaling
$23,000.

As of December 31, 2002, the Company had a total of $129,313 in accrued expenses
due to the officers and  directors of the Company for various  expenses paid for
on behalf of the Company.

Note 17 - Commitments

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

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.

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

On March 28, 2002,  the Company  executed an investment  banking  agreement with
I-Capital  Investment  (IC). The Company paid $25,000 as a retainer and upon the
close of a financial deal will pay IC $125,000.  In additional,  IC will receive
50,000 shares of the Company's  $0.0001 par value common stock.  During the year
ended  December 31,  2002,  the IC has not  performed  based on the terms of the
agreement and have gone out of business. Since the Company is not going to issue
the 50,000 shares,  there was an adjustment to reduce accrued expenses to record
a prior period adjustment.

On June 1, 2002, the Company began a  month-to-month  lease agreement for office
space.  The base monthly rent is $1,800 plus  additional  fees for occupying the
office space such as utilities,  telephone,  copies, postage, etc). On September
30,  2002,  the  Company  signed a one year lease  agreement  for  monthly  rent
totaling $2,800. The future minimum lease payments for 2003 are $22,400.  During
the year ended December 31, 2002, the Company had rent expense of $54,925.

On  November 8, 2002,  the  Company  executed a  consulting  agreement  with SAC
Management  for  consulting  services to be rendered for a period of one year in
exchange for 650,000 and an additional  250,000  shares of its $0.0001 par value
common stock are due once the Company is approved for trading on the AMEX or the
NASDAQ.

On November 13, 2002,  the Company  executed a scientific  consulting  agreement
with Dr. Boris  Muchnik for  consulting  services to be rendered for a period of
one year in exchange  for 300,000  shares of its $0.0001 par value  common stock
valued at $60,000 and $10,000 which was paid upon execution of the agreement.

Note 18 - Subsequent events

On January 13,  2003,  the Company  executed a consulting  agreement  with Patti
Bylund for a period of six months.  The Company will issue 50,000  shares of its
$0.0001 par value  common  stock valued at the fair market value of the services
of $19,500.


                                       29
<PAGE>

On January 20, 2003, the Company entered into an agreement with four individuals
to design a website for the Company.  The  individuals are to receive a total of
12,000  shares of the  Company's  $0.0001 par value common stock in exchange for
services valued at $4,500.

On  January  24,  2003,  the  Company  entered  into an  agreement  with 62 Blue
Productions,  LLC to  provide  marketing  in  exchange  for 2,000  shares of the
Company's $0.0001 par value common stock.

On February 1, 2003,  the Company agreed to issue 50,000 shares to an individual
for consulting services.

On February 11, 2003,  the Company  entered into a six month contract with Bentz
Communications  to provide  marketing  services in exchange for 16,800 shares of
the Company's  $0.0001 par value common stock valued at the fair market value of
the services of $6,300.

On February 17, 2003,  the Company  entered  into a one year  agreement  with an
individual to perform  consulting  advisory services for the Company in exchange
for 150,000 shares of the Company's $0.0001 par value common stock valued at the
fair market value of the services of $45,000.

On March 6, 2003,  the  Company  entered  into a six month  agreement  with Greg
Wilson for legal  services  valued at $25,000 in exchange for 100,000  shares of
the Company's $0.0001 par value common stock.

On March  20,  2003,  the  Company  entered  into a three  week  agreement  with
Corporate Growth Consultants,  Inc. for consulting,  advisory and report writing
services valued at $4,950 in exchange for 15,000 shares of the Company's $0.0001
par value common stock.

On March 20, 2002,  the Company  issued  30,000  shares of its $0.0001 par value
common stock to an individual.












                                       30
<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.

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act.

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

(a)  Directors and Executive Officers

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

Name                       Age              Position(s)

John Dempsey               61     President, CEO, Chairman-Board Directors

Patrick Herda              33     V.P. Secretary, CFO Treasurer, Member Board of
                                  Directors

John Powers, Ph.D.         68     Board of Directors

Adrian Joseph, Ph.D        50     Vice President, Member Board of Directors

Qi Ao, Ph.D                44     Vice President


John Dempsey, President, CEO, Chairman of Board of Directors

John Dempsey,  61, is responsible for general operations involving the Company's
continuing  development of the its GHR  technology,  photonuclear  transmutation
reactor  technology,  the and any other future applications of new or derivative
technologies.

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

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








                                       31
<PAGE>

Patrick Herda, Assistant Secretary, Vice President, Member Board of Directors

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,  Institute  of  Nuclear  Materials  Management,  and the  International
Association for Energy Economics.



                                       32
<PAGE>

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

John R. Powers, 68, is the Chairman and CEO of Corporate Communication Resources
Incorporated of Princeton, New Jersey. CCRI is an alliance of subject matter and
process  management  experts created to address the emerging  terrorist  threat.
These include senior executives who played  significant roles in the development
of the  nation's  contingency  planning,  continuity  of  operations,  emergency
preparedness, mobilization planning and infrastructure assurance programs.

From  1996 to 1998,  Dr.  Powers  served  as a  Commissioner  and the  Executive
Director of the  President's  Commission on Critical  Infrastructure  Protection
(PCCIP). He managed the research, provided overall direction to the Commission's
deliberations and led the formulation of the National Structures recommendations
subsequently adopted by the President.

Dr. Powers joined the Federal Emergency  Management Agency in 1983. From January
1993 to  January  1995,  he  served  as the  Director  of  Region V in  Chicago,
Illinois,  and had responsibility for the Federal response to the "Great Midwest
Flood" in Minnesota,  Wisconsin and Illinois. From January 1995 to July 1996, he
organized the Alternative Dispute Resolution Program for the Agency.  Earlier at
FEMA, he headed the Office of Civil  Preparedness and then the Office of Federal
Preparedness.

From 1978 to 1983, Dr. Powers was with the Department of Energy. In 1978, as the
Director  of  Research  and  Development  Strategies,  he  served  first  as the
Executive  Director for the Interagency Review Group on Nuclear Waste management
and  prepared  the report to  President  Jimmy  Carter on that  subject.  During
1980-81,  Dr. Powers served as Executive  Director of the "Interim"  Alternative
Fuels  Program and was  responsible  for the award of seven  billion  dollars to
stimulate new alternative  energy  projects.  He later served as the Director of
Research and Technical Assessment in the Office of Energy Research.

During 1972 to 1978,  Dr.  Powers  served as a consultant  to the  Department of
Defense (DOD),  Department of Energy (DOE),  the Federal Energy  Administration,
and the Energy  Research  and  Development  Administration  (ERDA).  During this
period, he conducted assessments of advanced weapons systems,  prepared the ERDA
Electric Utility Study and developed the National Coal Model.

In 1954, at the age of 19, he entered the U.S. Naval Flight Training program and
upon  completion  was  commissioned  in the United States  Marine  Corps.  After
leaving  active duty in 1958,  he continued in the Marine  Corps  Reserve.  As a
reservist, he commanded an A4 squadron at Willow Grove, Pennsylvania, and later,
in Washington, developed the concept and managed preparation of the Marine Corps
Mobilization Management Plan and the DOD Master Mobilization Plan.

Dr. Powers holds a B.S. degree from Columbia  University,  a M. Div. degree from
Princeton  Theological  Seminary,  and a Ph.D. in physics from the University of
Pennsylvania.




                                       33
<PAGE>


Adrian  Joseph,  Ph.D.,  Vice  President,  Special  Projects,  Member  Board  of
Directors

Dr.  Joseph,  50, is a Nuclear  Physicist and the inventor of numerous  patented
nuclear and chemical technologies. He is highly regarded in the field of nuclear
radiation shielding and encapsulation,  and he was a consultant on the Chernobyl
investigation  team.  Dr.  Joseph  has  considerable  experience  advancing  new
technologies  from concept to  commercialization  in both the private as well as
public business  sectors.  He is a frequent  contributor at various national and
international forums.

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

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

Qi Ao- Vice President

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  2002  to  2001  he  was  the  principal   research  scientist  for  Thermo
Gammametrics,  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.






                                       34
<PAGE>

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


(b)  Identify Significant Employees.

(c)  Family Relationships. None known.

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

1. A general  partner or executive  officer of a business  that had a bankruptcy
petition  filed by or against it either at the time of the  bankruptcy or within
the two years before the  bankruptcy;  2. Convicted in a criminal  proceeding or
been subject to a pending criminal proceeding  (excluding traffic violations and
other  minor  offenses);  3.  Subject to any order,  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.

     We received  no reports  covering  purchase  and sale  transactions  in our
common  stock  during  2002,  and we believe  that each  person who, at any time
during 2002, was a director, executive officer, or beneficial owner of more than
10% of our common stock  complied  with all Section  16(a)  filing  requirements
during 2002, except as follows. Three of our directors,  Dempsey, Powers, Joseph
have not filed Forms 3 or 5.





                                       35
<PAGE>

CODE OF ETHICAL CONDUCT.

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

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

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

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

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

o    Compliance with applicable governmental laws, rules and regulations,

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

o    Accountability for adherence to the Code.


Item 10. Executive Compensation.

The following table sets forth the compensation of the executive officers for
the year ended December 31, 2002.

Summary Compensation Table

                                 Annual Compensation   Long-term Compensation
                                 -------------------   -------------------------

                     Fiscal         Salary/            Stock
Name                 Year           Fees      Bonus    Awards (#)   Options(#)
------------------------------------------------------------------------------

Paul Brown(1)        2002        $142,667(1)   -0-      -0-           -0-
Qi Ao(2)             2002        $175,000(2)   -0-      -0-           -0-(2)
Patrick Herda(3)     2002        $150,000(3)   -0-      -0-        -1,750,000-
Jackie Brown(4)      2002          -0-(4)      -0-      -0-           -0-
John Dempsey(5)      2002        $120,000(5)   -0-      -0-        -1,000,000-
Adrian Joseph(6)     2002        $144,000(6)   -0-   -1,000,000-      -0-

(1)  On August 8, 2001,  the Company  entered into an Employment  Agreement with
     Paul M. Brown (deceased),  its former president,  whereby the Company is to
     pay Mr.  Brown an  annual  base  salary  of  $250,000.  For the year  ended
     December 31, 2002,  the amount accrued until Mr. Brown's death was $142,667
     and at the  discretion  of his estate,  will be paid back either in cash or
     common stock at a price of $1 per share.







                                       36
<PAGE>


(2)  On September 1, 2001, the Company entered into an Employment Agreement with
     Dr. Qi Ao, the vice president of research &  development.  The company will
     pay Dr. 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.  Dr. 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, 2002, the Company had paid
     Dr. Ao $99,520 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. The company will pay Mr. Herda an annual
     base  salary of  $150,000.  As of December  31,  2002,  Mr.  Herda was paid
     $33,800 of his salary and the unpaid  balance is  accruing  as a  corporate
     obligation.  For the year ended  December 31, 2002,  the amount accrued was
     $164,475 and at Mr. Herda's  discretion will be paid back either in cash or
     common stock at a price of $1 per share.

(4)  Jackie Brown, former corporate secretary resigned in June of 2002.

(5)  John Dempsey, the president, has an annual base salary of $120,000.  During
     the year ended  December  31,  2002,  Mr.  Dempsey was paid  $59,147 of his
     salary and the unpaid balance is accruing as a corporate obligation.

(6)  On February 1, 2002,  the Company hired Adrian Joseph as the vice president
     of special projects whereby the Company is to pay Mr. Joseph an annual base
     salary of $144,000. During the year ended December 31, 2002, Mr. Joseph was
     paid  $35,190  of his  salary  and the  unpaid  balance  is  accruing  as a
     corporate obligation.  In addition, on October 15, 2002, the Company agreed
     to issue 1,000,000  shares of the Company's  $0.0001 par value common stock
     valued at the fair market value of the services of $50,000.  As of December
     31,  2002,  these  shares  have not been  issued  are  included  in accrued
     executive compensation.

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.







                                       37
<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management.

     Table 1 lists the  persons who are known to the Company to be the owners of
more than five percent of the Company's equity shares according to the Company's
records as of December 31, 2002.

     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  22,489,250  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 M. Brown Estate   1530 E. Commercial       1,903,305               8.5
                       Blvd., Meridian, ID

Barbato Capital Inv.   6101 Ventnor Ave.        1,700,000               7.6
                       Ventnor, NJ 08406

Total                                           3,603,305              16.1%

(a)

Security Ownership of Management. Based on 22,489,250 shares as set forth in (a)
above as of December 31, 2002.

         Table 2.

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

John Dempsey           1050 Connecticut Ave NW      -0-
                       Suite 1000
                       Washington, DC 20036

Patrick Herda          1050 Connecticut Ave NW    1,000,000             4.3%
                       Suite 1000
                       Washington, DC 20036

John Powers            1050 Connecticut Ave NW       -0-
                       Suite 1000
                       Washington, DC 20036

Adrian Joseph          1050 Connecticut Ave NW       -0-(1)
                       Suite 1000
                       Washington, DC 20036

Qi Ao                  1050 Connecticut Ave NW       -0-
                       Suite 1000
                       Washington, DC 20036






                                       38
<PAGE>


(1)  On October 15, 2002,  the Company agreed to issue  1,000,000  shares of the
     Company's $0.0001 par value common stock valued at $50,000. As of April 15,
     2003,  these shares have not been issued are included in accrued  executive
     compensation.

(c)  Changes in Control. None.

Item 12. Certain Relationships and Related Transactions.

(a)  Transactions with Management and Others.

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

The Company  issued  17,872,500  shares of its $0.0001 par value common stock to
Global  Atomics,  Inc., a company  controlled  by Paul M. Brown,  the  Company's
former president, 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 former president,  whereby the Company is to pay Mr. Brown an annual
base salary of $250,000.

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.

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.

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  appointed  Bry  Behrmann  as the  licensing
specialist  of the Company  and the  director of  licensing  development  of the
Company and issued a total of 150,000  shares of its  $0.0001  par value  common
stock.

On November 24, 2001 the Company executed a promissory note with Global Atomics,
Inc.  (GAI),  a  company  controlled  by Paul M.  Brown,  the  Company's  former
president,  a company in the amount of $14,000.  As of December  31,  2002,  the
balance owed is $4,000.

On December 11, 2001 the Company executed a promissory note with International
Fission Fuels, Inc. (IFFI), a company controlled by Paul M. Brown, the Company's
former president, a company in the amount of $15,000.



                                       39
<PAGE>

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 year  ended
December 31, 2002,  the amount  accrued was $378,000 to be paid back with common
stock.

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

On April 16, 2002, the Company  received  $20,000 from Jackie Brown, the wife of
the Company's former president.

During the year ended  December 31, 2002,  the Company  executed two  promissory
notes with  Patrick  Herda,  vice  president of business  development,  totaling
$23,000.

As of December 31, 2002, the Company had a total of $129,313 in accrued expenses
due to the officers and  directors of the Company for various  expenses paid for
on behalf of the Company.

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's
code of ethics will govern the resolutions of such conflicts.

(b)  Certain Business Relationships.

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

(c)  Indebtedness of Management.

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

(d) Transactions with Promoters.

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.



                                       40
<PAGE>

Part IV

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.

     20.1      Code of Ethical Conduct

     23        Consent of Independent Certifying Accountant

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

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

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

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

* Previously filed.

     (b)  Reports on Form 8-K.

     There were no reports on Form 8-K for the fourth  quarter  ending  December
31, 2002.






                                       41
<PAGE>

ITEM 14. CONTROLS AND PROCEDURES.

(a)  Evaluation of Disclosure Controls and Procedures.

     Within  the 90 days  prior to the date of this  Annual  Report for the year
ended December 31, 2002, we carried out an evaluation, under the supervision and
with the participation of our management,  including the Company's  Chairman and
Chief Executive Officer and the Chief Financial Officer, of the effectiveness of
the design and operation of our disclosure  controls and procedures  pursuant to
Rule 13a-14 of the Securities  Exchange Act of 1934 (the "Exchange Act"),  which
disclosure  controls  and  procedures  are  designed to insure that  information
required to be  disclosed  by a company in the  reports  that it files under the
Exchange Act is recorded,  processed,  summarized and reported  within  required
time periods specified by the SEC's rules and forms. Based upon that evaluation,
the Chairman  and the Chief  Financial  Officer  concluded  that our  disclosure
controls  and  procedures  are  effective  in timely  alerting  them to material
information  relating  to the Company  required to be included in the  Company's
period SEC filings.

(b)  Changes in Internal Control.

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

SARBANES-OXLEY ACT

     On July 30, 2002,  President Bush signed into law the Sarbanes-Oxley Act of
2002  (the  "SOA").  The  stated  goals  of the  SOA are to  increase  corporate
responsibility,  to provide for enhanced  penalties for  accounting and auditing
improprieties at publicly traded companies and to protect investors by improving
the accuracy and reliability of corporate disclosures pursuant to the securities
laws.

     The SOA is the most far-reaching  U.S.  securities  legislation  enacted in
some time. The SOA generally  applies to all companies,  both U.S. and non-U.S.,
that  file or are  required  to file  periodic  reports  with the SEC  under the
Exchange Act.  Given the extensive SEC role in  implementing  rules  relating to
many  of  the  SOA's  new  requirements,  the  final  scope  of  many  of  these
requirements remains to be determined.

     The SOA includes very specific additional  disclosure  requirements and new
corporate  governance rules,  requires the SEC and securities exchanges to adopt
extensive  additional  disclosure,  corporate governance and other related rules
and mandates  further  studies of certain issues by the SEC and the  Comptroller
General.   The  SOA  represents   significant  federal  involvement  in  matters
traditionally  left to state regulatory  systems,  such as the regulation of the
accounting  profession,  and to state  corporate  law, such as the  relationship
between a board of directors and management and between a board of directors and
its committees.





                                       42
<PAGE>


         The SOA addresses, among other matters:

     o    audit committees;

     o    certification of financial  statements by the chief executive  officer
          and the chief financial officer;

     o    the forfeiture of bonuses or other  incentive-based  compensation  and
          profits  from the sale of an  issuer's  securities  by  directors  and
          senior  officers  in  the  twelve  month  period   following   initial
          publication   of  any   financial   statements   that  later   require
          restatement;

     o    a  prohibition  on the sale of Company  common stock by directors  and
          executive officers during pension plan black out periods;

     o    disclosure of off-balance sheet transactions;

     o    a prohibition on certain  personal loans to directors and officers;  $
          expedited filing requirements for Form 4s;

     o    disclosure  of a code of ethics  and filing a Form 8-K for a change or
          waiver of such code;

     o    "real time" filing of periodic  reports;  $ the  formation of a public
          accounting oversight board;

     o    auditor independence; and

     o    various  increased  criminal  penalties  for  violations of securities
          laws.

     The SOA contains  provisions  which became effective upon enactment on July
30, 2002 and provisions  which become  effective from within 30 days to one year
from  enactment.  The SEC has  been  delegated  the  task of  adopting  rules to
implement various provisions of the SOA.



                                       43
<PAGE>

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: April 14, 2003


Nuclear Solutions, Inc.




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



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



                                                     April 14, 2003
By:     /s/ John Dempsey
        ----------------------------
            John Dempsey
Title:      President, CEO, Director



                                                     April 14, 2003
By:     /s/ Patrick Herda
        ----------------------------
            Patrick Herda
Title:      V.P., Sec., CFO



                                                     April 14, 2003
By:     /s/ Adrian Joseph
        ----------------------------
            Adrian Joseph
Title:      Director


Exhibits











                                       44
<PAGE>

                                 EXHIBIT INDEX

     *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.

     20.1      Code of Ethical Conduct

     23        Consent of Independent Certifying Accountant

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

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

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

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

* Previously filed.

     (b)  Reports on Form 8-K.

     There were no reports on Form 8-K for the fourth  quarter  ending  December
31, 2002.






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