<PAGE>

                                  FORM 10-KSB

(Mark One)

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

         For the fiscal year ended December 31, 2003.


[ ]      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.)



1825 I Street NW, Suite 400 Washington, DC                 20036
(Address of principal executive offices)                (Zip Code)


Issuer's telephone number,(202)787-1950

        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, 2003.

This report contains a total of ____ pages. The Exhibit Index appears on page__.

As of December 31, 2003,  there were  28,411,211  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 $1,917,384  based on the low bid price
December  31,  2003 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, 2003, 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.

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PART I

Item 1.   Description of Business.

FORWARD-LOOKING STATEMENT NOTICE:

This annual  report on Form 10-KSB  contains  many  forward-looking  statements,
which  involve  risks  and   uncertainties,   such  as  our  plans,   objective,
expectations  and  intentions.  You can identify these  statements by our use of
words  such as "may,"  "expect,"  "believe,"  "anticipate,"  "intend,"  "could,"
"estimate,"  "continue,"  "plans," or other  similar  words or phrases.  Some of
these statements include discussions  regarding our future business strategy and
our ability to generate revenue,  income,  and cash flow. We wish to caution the
reader that all  forward-looking  statements  contained  in this Form 10-KSB are
only estimates and predictions.  Our actual results could differ materially from
those  anticipated as a result of risk facing us or actual events differing from
the  assumptions  underlying  such  forward-looking   statements.   Readers  are
cautioned  not  to  place  undue  reliance  on  any  forward-looking  statements
contained in this Annual  Report on Form 10-KSB.  Readers are  cautioned  not to
place undue  reliance  on these  forward-looking  statements.  We  undertake  no
obligation to update any of these factors or to publicly  announce any change to
our  forward-looking  statements  made  herein,  whether  as  a  result  of  new
information, future events, changes in expectations or otherwise.

(a) Our Corporate History.

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

OUR TECHNOLOGIES:


SHIELDED NUCLEAR MATERIAL DETECTION/PORTABLE NUCLEAR WEAPON DETECTION

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

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

The  company  is  working  on funding  the  prototype  construction  of a highly
sensitive,  portable, low cost, and ruggedized detection device that responds to
minute  gravitational  gradient  anomalies.  These  disturbances are produced by
high-density nuclear materials such as Uranium and Plutonium.  Unlike radiation,
the force of gravity  cannot be  shielded  and is a unique new  concept  for the
detection  of  shielded  nuclear  weapons.  The  company is unaware of any other
device with similar targeted performance and size.

                                       2
<PAGE>

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

NUCLEAR MICRO-BATTERIES

This program is aimed at developing embeddable nuclear  micro-batteries that can
supply  long-lasting  power for computer  chips,  micromotors,  remote  sensors,
implantable medical devices, and other defense and aerospace applications.  This
technology  is also known as  nuclear  micro  power  generation  or RIMS  (radio
isotope micro power  sources).  The science of  nanotechnology  is the design of
Electrical  and mechanical  systems  smaller than the width of a human hair. The
field  of  nanotechnology  includes  making  functional  microscopic  mechanical
devices like motors,  gear systems,  and pumps.  This field also includes making
electronic  circuits on an atomic scale.  An  opportunity  exists to address the
problem of providing  reliable power to these devices for a long period of time.
As electronic  circuits and nanomachines grow ever smaller, a problem is created
by the fact that conventional batteries cannot shrink to the same size and still
hold enough power for the device to function  for a  reasonable  period of time.
Our nuclear micro battery  technology  may solve this problem by drawing  energy
from an embedded  radioactive isotope due to the fact that nuclear batteries are
known to have power  densities up to 1,000 times  greater than  achievable  with
conventional chemical battery technology.

In November  2003,  the Company  entered into a licensing  option  agreement for
three  issued U.S.  patents  for nuclear  micro-battery  technology  (Pat.  Nos.
5,087,533;  6,118,204;  6,238,812)  with Jackie Brown.  The company  purchased a
one-year option to exclusively  license the  technology,  with an additional six
month  first  right of refusal,  in  exchange  for 100,000  shares of our common
stock.  When the company chooses to exercise its rights under the agreement,  we
will execute a license royalty  agreement for 7% of the after tax profits on the
sale or licensure of the  technology to be paid to Ms. Brown.  Subsequently,  we
began efforts to form  development  partnerships to assist in the development of
and to secure  government  funding for this  technology.  We have  initiated the
process  of  forming a teaming  arrangement  with  Lawrence  Livermore  National
Laboratories  to further  develop this  technology.  We anticipate  finalizing a
teaming relationship with Lawrence Livermore National  Laboratories by the third
quarter of 2004.

Our nuclear  micro battery  technology  relies on the  application  of tritiated
amorphous  silicon as a  betavoltaic,  thin-film,  intrinsic  energy  conversion
device.  A betavoltaic  battery is a nuclear  battery that converts  energy from
beta particles released by a beta emitting  radioactive source, such as tritium,
into electrical power. Common semiconductor designs of betavoltaic batteries use
a  semiconductor  p-n junction  device that is either  directly  exposed to beta
decay Lucent Technologies or is illuminated by photons created when betas strike
a phosphor Trace Photonics, Inc.. These common betavoltaic batteries suffer from
technical  problems  in that  the  directly  irradiated  cells  suffer  material
degradation  of the p-n junction  limiting the operating  life to days while the
photo conversion systems are indirect and limited by efficiency to less than 1%.
A limitation of conventional  betavoltaic  batteries is the  self-absorption  of
beta  energy  in  the  radioactive   source  itself.  In  order  to  reduce  the
self-absorption  of beta energy we incorporate the radioactive  isotope into the
lattice of a semiconductor.

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

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

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


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


We have identified a need in the nuclear industry for an inexpensive  method for
tritiated water  remediation by way of isotope  separation.  This is a method to
reduce the volume of stored water  contaminated  with tritium,  the  radioactive
isotope of hydrogen.

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

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

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

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

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


                                       4
<PAGE>

Competition


Competition  in the fields in which the  company  is  developing  technology  is
complex.  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.  Additional  methods of
competition include prior track record of competing for government contracts and
experience, greater access to scientific and technical personnel, greater access
to  capital,  greater  access  to  technical  facilities,   and  name  or  brand
establishment.

The kind of  organizations  we compete  with are  national  laboratories  of the
United States and other  governments,  and the defense  industrial  complex with
competitors such as Lockheed-Martin,  General Atomics,  and Raytheon among other
similar companies.

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

Our Business:

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

The company  operates its business by utilizing  technical  expertise to develop
innovative  and emerging  technologies  that we believe has  significant  market
potential.  We strive to develop technologies  identified as viable to the point
that  they  may  be  licensed,  joint-ventured  or  sold  to  an  industrial  or
governmental entity, or otherwise  commercialized.  We do not maintain technical
facilities  or a laboratory  of our own.  Our  business  model is to utilize the
technical  facilities and capabilities of appropriate outside laboratories under
contract to us when  appropriate.  By taking  advantage  of existing  technology
infrastructures, this preferred method of technology development reduces capital
investment costs and the length of time required to develop  technologies.  This
is  especially  important  in  light  of  the  extensive  requirements  for  the
government approval and safe handling and of nuclear materials.  Any development
efforts  contemplated or planned that involve nuclear  materials are intended to
be carried  out by an existing  and already  licensed  scientific  or  technical
facility through the establishment of a contractual relationship.  This approach
also  mitigates  the potential  liability  involved with the handling and use of
nuclear  materials.  We have identified  several facilities in the United States
and  abroad  that have the  capabilities  we may  require in the  future.  As an
example,  we may contract with or establish a teaming  relationship  with a U.S.
national  laboratory  such  as Los  Alamos  National  Labs,  Lawrence  Livermore
National  Labs,  or others that have a history and  willingness  to perform work
under  well-established  contracting  channels such as Cooperative  Research and
Development Agreements (CRADA) and Work for Others (WFO) agreements. Although we
believe this is adequate for our development purposes and preferable in the case
of  nuclear  material  handling,  we may choose to  operate  our own  laboratory
facility in the future, subject to available capital.

                                       5
<PAGE>

When a technology is deemed market ready, the company will offer it to potential
customers  for  commercial  licensing.  As  an  example,  after  the  successful
prototype  construction and operation of our shielded nuclear material detector,
we will  offer  the  sensor  system  to  companies  that  have  the  appropriate
experience  to  integrate  the  sensor  into a working  environment  to meet the
performance  criteria as required by the end user. We do not intend to establish
manufacturing  operations  of our own. Nor do we intend to  establish  extensive
marketing and distribution operations of our own. Our business model is centered
on the sale and/or licensing of our technologies through strategic  partnerships
with  companies  that  have  established  manufacturing,   sales  and  marketing
infrastructures.  By way of example,  companies that could be potential partners
for our shielded nuclear material detection technology may be:  Lockheed-Martin,
General Atomics, Raytheon and other such companies. Currently we do not have any
partnership agreements or material contracts with the aforementioned companies.

Our primary  role is to add value by initially  developing,  and  providing  the
enabling core  intellectual  property to our customers and partners.  Typically,
after  licensing,  we will remain  involved as a consultant  for the customer to
ensure  appropriate  technology  transfer to the customer and to assist with any
improvements  or   modification   that  may  be  needed  during  the  course  of
commercialization. This is a highly leveraged business model that is believed by
management to offer the greatest  advantages in terms of corporate  flexibility,
and  reduced  capital  requirements  compared  to  a  traditional  research  and
development  operation.  However,  management is opportunistic  and may consider
adopting a production  model if the right conditions are met. We will pursue all
avenues that will lead the commercialization of our technologies.

Since our business model is to establish  partnerships  during  development  and
ultimately as production  and marketing  partners for our  technologies,  we are
constantly  looking  for  and  evaluating   potential  strategic  partners.   We
especially require partnerships to take advantage of the business  opportunities
available  through  government  agencies such as the Homeland  Security Advanced
Projects Agency (HSARPA),  The Defense Advanced Research Projects Agency (DARPA)
and others. A partnering  relationship  with  experienced  companies that have a
positive  track  record of  providing  products or  services  to the  government
agencies  that are our  potential  customers in the related  field will probably
increase  the  likelihood  that we could  secure  money from the  government  to
develop one of our technologies for a specific government need.

The following is a general example of a technology development plan:

1.) A market  opportunity  is  identified  in an area of  interest  to us. 2.) A
technical  assessment of the  opportunity and existing  related  technologies is
performed with an appropriate  combination of in-house and outside analysis. 3.)
If the technical assessment indicates a viable market,  research is performed to
identify and define an appropriate technology.  4.) The technology identified in
the previous step is reevaluated in light of the expected  development costs and
market  opportunity.  A decision is made to proceed with identified  technology,
suspend  development,  or research  supplementary  approaches.  5.) Intellectual
property is secured through  initiation of the patent process and/or  identified
technology is licensed.  Selected  technologies may be kept proprietary or trade
secret. 6.) Selected technology is validated by an appropriate  laboratory under
contract.  7.) Once successfully  validated,  the technology is then marketed to
appropriate  entities for licensing or sale.  Depending on the technology  being
developed,  a  strategic  partnership  arrangement  may be  consummated  at many
different points along the development track.

The  company  intends  to  commercialize  our  technologies  through:  strategic
partners,  joint-venture partners, licensees, and other customers who will carry
out project implementation,  manufacturing,  end-user marketing activities,  and
deployment  of  our  technologies.  We  intend  to  generate  revenue  from  the
licensure, sale, and other usage agreements associated with our technologies.

                                       6
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During  2003,  we  officially  entered the Homeland  Security  market with a new
technology  being  developed  under  contract  for  Nuclear  Solutions  by Boris
Muchnik,  one of our  scientific  consultants.  This  new  technology  is  being
developed to address the problem of detecting shielded nuclear materials so that
they may be intercepted in transit through United States borders.

In February,  2003, we began  business  development  operations  in Moscow.  The
Moscow office is staffed by Dr.  Alexander  Nigmatulin,  our Director of Russian
business  development.   The  Russian  office  is  responsible  for  identifying
licensable  technologies and to secure  additional  research capacity within the
Russian academic and scientific establishment as the need arises.  Additionally,
the Moscow office will contract with qualified research facilities and personnel
as well as assess any additional  business  opportunities  that may exist within
the Russian  scientific  and technical  infrastructure.  We initially  hired Dr.
Nigmatulin in February 2003 on a contingency basis. As of December 2003, we have
executed  a  comprehensive   twelve-month   consulting   contract  for  business
development,  scientific and research consulting services. The consideration for
these services over the course of the next twelve months is 1,000,000  shares of
our common  stock.  At present,  we have a shared  office  arrangement  with Dr.
Nigmatulin  at the  Moscow  Institute  of  Steel  and  Alloys  and do not have a
commitment or requirement for rent. We believe that this arrangement is adequate
for our needs and  activities  in  Russia.  During  the last  twelve  months our
Director of Russian Business Development,  assembled a scientific advisory board
consisting  of  Twenty-four   selected   scientists  from  a  wide  spectrum  of
disciplines  and  areas  of  expertise.   The  prominent  scientists  come  from
organizations  such as the Russian  Academy of  Sciences,  the  Russian  Defense
Industrial  complex,  and private and state owned R&D companies.  The scientists
have agreed to remain in standby mode until  presented with a specific  project.
The terms and conditions of a contractual consulting arrangement with a selected
scientist or group of  scientists  will be  negotiated  at that time. To date we
have not  activated  the  services of the  Russian  Scientific  Advisory  Board.
Currently our Moscow office is investigating various anti-terrorist technologies
and additional  tritiated water remediation methods developed within the Russian
scientific community.

In June of 2003,  Patrick  Herda, a director,  and previously  Vice President of
Business  Development  was  appointed  to the  position of  President  and Chief
Executive Officer by the board of directors. We devoted a significant portion of
our time to evaluating,  planning, and reorganizing the business strategy of the
company.  These  activities  were  undertaken  with the goal of structuring  the
company for the highest  probability of securing long-term  operating capital to
fund our operations.  We evaluated our portfolio of projects and technologies in
relation  to  the  following  criteria:   market  demand  and  trends,   capital
requirements,  government regulations,  time and effort to bring a technology to
market,  expected  time  to  return  revenue,   financeability,   our  available
resources,  and overall  synergism with other projects.  Our goal was to come up
with a corporate strategy and technology mix that would be the best fit with our
corporate  strengths.  In  addition  to this,  we wanted to reduce the number of
projects  we  were  pursuing,   streamline  operations,   and  reduce  operating
expenditures.

After careful  evaluation,  we determined that it would be in the company's best
interest to indefinitely suspend work on the photonuclear reactor technology and
any related or  derivative  projects.  We evaluated  potential  market demand in
light of current economic conditions and redirection of government  resources to
improving homeland security and those appropriated for military expenditures. We
concluded that until the economic situation improves greatly,  and the threat of
homeland terrorism is sufficiently mitigated,  and the country is no longer on a
wartime  stance,  a new type of nuclear  reactor  technology  would be extremely
difficult to fund,  develop,  and build.  As of April 5, 2004, we sent notice to
Global  Atomcs  Licensing,  Ltd.(GALL),  the  licensor  of the  technology,  and
unilaterally  terminated the license agreement which was originally  executed on
September  11, 2001.  Currently no  royalties  or  commissions  are due to GALL.

                                       7
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In March of 2002,  we  initiated  a program  with the  Institute  of  Industrial
Mathematics  Ltd.  (1995) to develop and acquire  rights to a gas-hydrate  based
method of treating  tritium  isotope  contaminated  water,  which we called GHR.
During the third quarter of 2003, the project was terminated by both parties and
the  mutual  contractual  obligations  are  in  dispute.  Management  expects  a
satisfactory outcome and does not expect a material impact to our business.  The
former  technology  was replaced  with a new method being  developed for Nuclear
Solutions by the Company.

Based upon our  evaluation,  we have  refocused  our business  objectives in the
previously mentioned areas of Homeland Security,  specifically  portable nuclear
weapon and shielded nuclear  material  detection,  Nanotechnology,  specifically
nuclear  micro  battery  technology,   and  nuclear  remediation,   specifically
tritiated water processing.  Over the next 12 months, we plan on raising working
capital  to fund  development  of  these  technological  areas  through  private
placements  of debt or  equity,  using  our  common  stock in lieu of cash,  and
applying for government grants, where appropriate.


                                       8
<PAGE>

Our  significant  assets  include our portfolio of  intellectual  property which
includes trade secrets and know-how in the areas of nuclear weapon detection via
gravitational  anomaly,  detritiation  of nuclear  wastewater;  and our  license
option  agreement for nuclear micro battery  technology  covered by U.S. Patents
Nos. 5,087,533;  6,118,204;  6,238,812, as well as our contractual  relationship
with our technical consultant Boris Muchnik.



(b)   Business of the Issuer.


(d)   Our Employees

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

We have three  executive  officers.  Patrick  Herda is the  President  and Chief
Executive Officer.  John Dempsey is the Vice President of Industry relations and
a director.  Jack Young is our Vice  President  for  Corporate  Development.  In
addition to the named officers, we retain the following independent  contractors
and   consultants:   2-  technical  and  scientific,   3-business   consultants,
1-lobbyist,  2-legal,  and  2-administrative.  Our  employees  are currently not
represented  by a  collective  bargaining  agreement,  and we  believe  that our
relations with our employees are good.


                                       9
<PAGE>

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

(e)   Risk Factors


Cautionary Factors that may Affect Future Results

We provide the  following  cautionary  discussion  of risks,  uncertainties  and
possible inaccurate assumptions relevant to our business and our products. These
are factors  that we think could cause our actual  results to differ  materially
from expected  results.  Other factors besides those listed here could adversely
affect us.

Trends, Risks and Uncertainties

The Company has sought to identify  what it believes to be the most  significant
risks to its business as discussed in "Risk Factors"  above,  but cannot predict
whether or not or to what extent any of such risks may be realized nor can there
be any assurances  that the Company has identified all possible risks that might
arise.  Investors  should  carefully  consider all of such risk  factors  before
making an investment decision with respect to the Company's common stock.

Limited operating history; anticipated losses; uncertainly of future
results

                                       10
<PAGE>

The Company has only a limited operating history upon which an evaluation of the
Company  and  its  prospects  can be  based.  The  Company's  prospects  must be
evaluated with a view to the risks encountered by a company in an early stage of
development, particularly in light of the uncertainties relating to the business
model that the Company  intends to market and the  potential  acceptance  of the
Company's  business  model.  The  Company  will be  incurring  costs to develop,
introduce and enhance its products,  to establish  marketing  relationships,  to
acquire and develop  products that will complement  each other,  and to build an
administrative   organization.   To  the  extent  that  such  expenses  are  not
subsequently followed by commensurate revenues, the Company's business,  results
of operations  and financial  condition will be materially  adversely  affected.
There can be no assurance  that the Company will be able to generate  sufficient
revenues  from the sale of its products and services.  The Company  expects that
negative  cash  flow  from  operations  may  exist  for the next 12 months as it
continues to develop and market its products and services.  If cash generated by
operations is insufficient to satisfy the Company's liquidity requirements,  the
Company may be required to sell additional  equity or debt securities.  The sale
of additional  equity or convertible  debt securities would result in additional
dilution to the Company's shareholders.

Risk Factors:

INTELLECTUAL PROPERTY RIGHTS

The  company  regards  its  patents,   trademarks,   trade  secrets,  and  other
intellectual  property  (collectively,  the  "Intellectual  Property Assets") as
critical to its success. The company relies on a combination of patents,
trademarks,  and trade secret and  copyright  laws,  as well as  confidentiality
procedures, contractual provisions, and other similar measures, to establish and
protect its Intellectual Property Assets.

We  generally  enter into  confidentiality  and  invention  agreements  with our
employees and  consultants.  However,  patents and  agreements and various other
measures we take to protect our intellectual property from use by others may not
be effective for various reasons, including the following:

Our  pending  patent  applications  may  not be  granted  for  various  reasons,
including the existence of similar patents or defects in the applications;

Parties to the confidentiality and invention agreements may have such agreements
declared  unenforceable  or, even if the agreements are enforceable,  may breach
such agreements;

The costs  associated  with  enforcing  patents,  confidentiality  and invention
agreements or other intellectual property rights may make aggressive enforcement
cost prohibitive;

Even if we  enforce  our  rights  aggressively,  injunctions,  fines  and  other
penalties may be insufficient to deter violations of our  intellectual  property
rights; and

Other persons may independently develop proprietary information and
techniques   that,   although   functionally   equivalent  or  superior  to  our
intellectual proprietary information and techniques,  do not breach our patented
or unpatented proprietary rights.

                                       11
<PAGE>

Because  the value of our company and common  stock is rooted  primarily  in our
proprietary  intellectual  property,  our  inability to protect our  proprietary
intellectual  property or gain a  competitive  advantage  from such rights could
have a material adverse effect on our business.

In addition, we may inadvertently be infringing on the proprietary
rights of other  persons  and may be  required  to obtain  licenses  to  certain
intellectual  property  or other  proprietary  rights from third  parties.  Such
licenses or proprietary rights may not be made available under acceptable terms,
if at all. If we do not obtain required licenses or proprietary rights, we could
encounter delays in product  development or find that the development or sale of
products requiring such licenses is foreclosed.

We anticipate  that any business model we develop will be subject to change.  At
this time it is impossible  for us to predict the degree to which demand for our
products  will evolve or whether any  potential  market will be large  enough to
provide any meaningful revenue or profit for us.

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 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.

Management of Growth

The Company expects to experience growth in the number of employees  relative to
its current levels of employment and the scope of its operations. In particular,
the  Company  may  need to hire  scientists,  as well as  sales,  marketing  and
administrative personnel. Additionally, acquisitions could result in an increase
in employee  headcount and business  activity.  Such activities  could result in
increased responsibilities for management. The Company believes that its ability
to  attract,  train,  and retain  qualified  technical,  sales,  marketing,  and
management  personnel,  will be a critical factor to its future success.  During
strong  business  cycles,  the Company may experience  difficulty in filling its
needs for qualified personnel.

The  Company's  future  success  will be highly  dependent  upon its  ability to
successfully  manage the expansion of its operations.  The Company's  ability to
manage and support its growth effectively will be substantially dependent on its
ability to implement  adequate  financial  and  management  controls,  reporting
systems,  and  other  procedures  and  hire  sufficient  numbers  of  financial,
accounting,  administrative,  and  management  personnel.  The Company is in the
process of establishing  and upgrading its financial  accounting and procedures.
There can be no assurance  that the Company  will be able to identify,  attract,
and retain experienced accounting and financial personnel.  The Company's future
operating  results  will depend on the ability of its  management  and other key
employees  to  implement  and  improve its  systems  for  operations,  financial

                                       12
<PAGE>

control,  and  information  management,  and to recruit,  train,  and manage its
employee  base.  There  can be no  assurance  that the  Company  will be able to
achieve or manage any such growth  successfully  or to  implement  and  maintain
adequate financial and management controls and procedures,  and any inability to
do so would have a material adverse effect on the Company's business, results of
operations, and financial condition.

The  Company's  future  success  depends  upon its ability to address  potential
market opportunities while managing its expenses to match its ability to finance
its operations. This need to manage its expenses will place a significant strain
on the Company's management and operational resources.  If the Company is unable
to  manage  its  expenses  effectively,   the  Company's  business,  results  of
operations, and financial condition may be materially adversely affected.

Risks associated with acquisitions

As a major  component of its business  strategy,  the Company expects to acquire
assets and  businesses  relating  to or  complementary  to its  operations.  Any
acquisitions  by  the  Company  would  involve  risks  commonly  encountered  in
acquisitions of companies.  These risks would include,  among other things,  the
following:  the Company could be exposed to unknown  liabilities of the acquired
companies; the Company could incur acquisition costs and expenses higher than it
anticipated;  fluctuations  in the  Company's  quarterly  and  annual  operating
results could occur due to the costs and expenses of acquiring  and  integrating
new businesses or technologies;  the Company could  experience  difficulties and
expenses  in   assimilating   the  operations  and  personnel  of  the  acquired
businesses;   the  Company's   ongoing  business  could  be  disrupted  and  its
management's  time and  attention  diverted;  the  Company  could be  unable  to
integrate successfully.

Liquidity and Working Capital Risks; Need for Additional Capital to
Finance Growth and Capital Requirements

We have had limited  working  capital and we are  relying  upon notes  (borrowed
funds) to operate. We may seek to raise capital from public or private equity or
debt sources to provide working  capital to meet our general and  administrative
costs until net revenues make the business self-sustaining.  We cannot guarantee
that we will be able to raise any such capital on terms  acceptable  to us or at
all. Such financing may be upon terms that are dilutive or potentially  dilutive
to our stockholders.  If alternative sources of financing are required,  but are
insufficient  or  unavailable,  we will be  required  to modify  our  growth and
operating plans in accordance with the extent of available funding.

New Business

We are a new  business and you should  consider  factors  which could  adversely
affect our ability to generate revenues,  which include, but are not limited to,
maintenance  of positive  cash flow,  which depends on our ability both to raise
capital and to obtain additional financing as required,  as well as the level of
sales revenues.

                                       13
<PAGE>

Potential fluctuations in quarterly operating results -

Our quarterly  operating results may fluctuate  significantly in the future as a
result  of a  variety  of  factors,  most of  which  are  outside  our  control,
including:  the demand for our  products;  seasonal  trends in  purchasing,  the
amount  and timing of  capital  expenditures  and other  costs  relating  to the
development  of our  products;  price  competition  or  pricing  changes  in the
industry;   technical   difficulties  or  system   downtime;   general  economic
conditions,  and economic  conditions specific to the healthcare  industry.  Our
quarterly  results  may also be  significantly  impacted  by the  impact  of the
accounting treatment of acquisitions,  financing  transactions or other matters.
Particularly  at our early stage of development,  such accounting  treatment can
have a material  impact on the results  for any  quarter.  Due to the  foregoing
factors,  among others,  it is likely that our operating results will fall below
our expectations or those of investors in some future quarter.

Dependence Upon Management

Our future  performance and success are dependant upon the efforts and abilities
of our Management team,  Directors and key contractors.  If we lost the services
key members of management or other key employees before we could get a qualified
replacement, that loss could materially adversely affect our business. We do not
maintain key man life insurance on any of our Management.

Lack of Independent Directors

We  cannot  guarantee  that our  Board of  Directors  will  have a  majority  of
independent directors in the future. In the absence of a majority of independent
directors,  our executive  officers,  who are also  principal  stockholders  and
directors,   could  establish  policies  and  enter  into  transactions  without
independent review and approval thereof.  This could present the potential for a
conflict of interest between the Company and its stockholders  generally and the
controlling officers, stockholders, or directors.

Limitation of Liability and Indemnification of Officers and Directors

Our  officers  and  directors  are  required  to  exercise  good  faith and high
integrity in our  Management  affairs.  Our Articles of  Incorporation  provide,
however,  that  our  officers  and  directors  shall  have no  liability  to our
shareholders for losses  sustained or liabilities  incurred which arise from any
transaction in their respective managerial capacities unless they violated their
duty of loyalty, did not act in good faith, engaged in intentional misconduct or
knowingly  violated the law,  approved an improper dividend or stock repurchase,
or derived an improper  benefit from the  transaction.  Our Articles and By-Laws
also provide for the indemnification by us of the officers and directors against
any losses or liabilities they may incur as a result of the manner in which they
operate  our  business  or  conduct  the  internal  affairs,  provided  that  in
connection  with these  activities  they act in good faith and in a manner  that
they  reasonably  believe to be in, or not opposed to, the best interests of the
Company,  and their conduct does not constitute gross negligence,  misconduct or
breach  of  fiduciary   obligations.   To  further   implement   the   permitted
indemnification, we have entered into Indemnity Agreements with our officers and
directors.

                                       14
<PAGE>

Audit's  Opinion  Expresses  Doubt About The Company's  Ability To Continue As a
"Going Concern".

The independent auditor's report issued in connection with the audited financial
statements  of the company for the period ended  December  31,  2003,  expresses
"substantial doubt about its ability to continue as a going concern," due to the
Company's  status as a  development  stage  company and its lack of  significant
operations. If the Company is unable to develop its operations,  the Company may
have to cease to exist, which would be detrimental to the value of the Company's
common stock.  The Company can make no assurances  that its business  operations
will  develop  and  provide  the  Company  with  significant  cash  to  continue
operations.

Delays in the Introduction of Our Products

The Company may be subject to regulation by numerous  governmental  authorities.
Failure  to  obtain  regulatory  approvals  or delays  in  obtaining  regulatory
approvals by the Company,  its collaborators or licensees would adversely affect
the  marketing  of  products  developed  by the  Company,  as well as hinder the
Company's  ability  to  generate  product  revenues.  Further,  there  can be no
assurance  that the Company,  its  collaborators  or  licensees  will be able to
obtain  the  necessary  regulatory  approvals.  Although  the  Company  does not
anticipate  problems  satisfying any of the  regulations  involved,  the Company
cannot foresee the  possibility of new regulations  that could adversely  affect
the business of the Company.

Dependence on Independent Parties to Produce our Products

The Company may be  dependent  upon current and future  collaborations  with and
among independent  parties to research,  develop,  test,  manufacture,  sell, or
distribute  our  products.  The  Company  intends  to  continue  to rely on such
collaborative  arrangements.  Some of the risks and uncertainties related to the
reliance on such collaborations  include,  but are not limited to 1) the ability
to negotiate acceptable collaborative  arrangements,  2) the fact that future or
existing  collaborative  arrangements may not be successful or may not result in
products  that are marketed or sold,  3) such  collaborative  relationships  may
actually  act to limit or restrict the Company,  4)  collaborative  partners are
free to pursue alternative  technologies or products either on their own or with
others,  including  the  Company's  competitors  5) the  Company's  partners may
terminate a  collaborative  relationship  and such  termination  may require the
Company to seek other partners,  or expend substantial  additional  resources to
pursue these activities  independently.  These efforts may not be successful and
may interfere with the Company's ability to manage,  interact and coordinate its
timelines and objectives with its strategic partners.

                                       15
<PAGE>

Government Regulation

Our  products  and   technologies  and  our  ongoing  research  and  development
activities  are  subject to  regulation  for  safety,  efficacy  and  quality by
numerous  governmental  authorities  in the United  States and other  countries.
Depending on the  technology,  regulatory  approvals  and  certification  may be
necessary from the Department of Transportation,  Department of Energy,  Nuclear
Regulatory Commission,  Environmental Protection Agency,  Department of Defense,
and other federal, state, or local facilities. Failures or delays by the company
or its  affiliates or licensees in obtaining the required  regulatory  approvals
would adversely  affect the marketing of products that the company  develops and
our ability to receive product revenues or royalties.

Limited Market Due To Penny Stock

The Company's stock differs from many stocks, in that it is a "penny stock." The
Securities  and  Exchange  Commission  has adopted a number of rules to regulate
"penny  stocks."  These rules  include,  but are not limited to,  Rules  3a5l-l,
15g-1,  15g-2,  15g-3,  15g-4,  15g-5,  15g-6 and 15g-7 under the Securities and
Exchange Act of 1934, as amended.  Because our  securities  probably  constitute
"penny stock"  within the meaning of the rules,  the rules would apply to us and
our securities.  The rules may further affect the ability of owners of our stock
to sell their securities in any market that may develop for them. There may be a
limited   market  for  penny   stocks,   due  to  the   regulatory   burdens  on
broker-dealers.  The market among dealers may not be active.  Investors in penny
stock  often are  unable to sell  stock  back to the  dealer  that sold them the
stock. The mark-ups or commissions  charged by the broker-dealers may be greater
than any profit a seller may make.  Because of large dealer  spreads,  investors
may be unable to sell the stock immediately back to the dealer at the same price
the dealer sold the stock to the  investor.  In some  cases,  the stock may fall
quickly in value.  Investors  may be unable to reap any profit  from any sale of
the  stock,  if they  can sell it at all.  Stockholders  should  be aware  that,
according to the Securities and Exchange  Commission  Release No. 34- 29093, the
market for penny stocks has suffered in recent years from  patterns of fraud and
abuse.  These patterns include:  - Control of the market for the security by one
or a few broker-  dealers that are often  related to the  promoter or issuer;  -
Manipulation of prices through  prearranged  matching of purchases and sales and
false and misleading  press releases;  - "Boiler room" practices  involving high
pressure sales tactics and unrealistic price projections by inexperienced  sales
persons;  -  Excessive  and  undisclosed  bid-ask  differentials  and markups by
selling broker- dealers;  and - The wholesale  dumping of the same securities by
promoters and broker-  dealers after prices have been  manipulated  to a desired
level,  along with the  inevitable  collapse  of those  prices  with  consequent
investor losses. Furthermore, the "penny stock" designation may adversely affect
the  development  of any public market for the Company's  shares of common stock
or, if such a market develops, its continuation.  Broker-dealers are required to
personally  determine  whether an  investment  in "penny  stock" is suitable for
customers.  Penny  stocks  are  securities  (i) with a price of less  than  five
dollars per share; (ii) that are not traded on a "recognized" national exchange;
(iii)  whose  prices  are not quoted on the NASDAQ  automated  quotation  system
(NASDAQ-listed  stocks must still meet  requirement  (i)  above);  or (iv) of an
issuer with net tangible  assets less than $2,000,000 (if the issuer has been in
continuous  operation for at least three years) or $5,000,000  (if in continuous
operation for less than three years),  or with average  annual  revenues of less
than $6,000,000 for the last three years. Section 15(g) of the Exchange Act, and
Rule 15g-2 of the Commission require  broker-dealers  dealing in penny stocks to
provide potential investors with a document disclosing the risks of penny stocks

                                       16
<PAGE>

and to obtain a manually signed and dated written receipt of the document before
effecting any transaction in a penny stock for the investor's account. Potential
investors  in the  Company's  common  stock are  urged to  obtain  and read such
disclosure  carefully before  purchasing any shares that are deemed to be "penny
stock." Rule 15g-9 of the Commission requires broker- dealers in penny stocks to
approve the  account of any  investor  for  transactions  in such stocks  before
selling  any  penny  stock  to  that  investor.   This  procedure  requires  the
broker-dealer to (i) obtain from the investor information  concerning his or her
financial  situation,  investment  experience  and investment  objectives;  (ii)
reasonably  determine,  based on that  information,  that  transactions in penny
stocks are  suitable  for the  investor  and that the  investor  has  sufficient
knowledge and experience as to be reasonably  capable of evaluating the risks of
penny stock  transactions;  (iii) provide the investor with a written  statement
setting forth the basis on which the  broker-dealer  made the  determination  in
(ii) above;  and (iv) receive a signed and dated copy of such statement from the
investor,  confirming  that it  accurately  reflects  the  investor's  financial
situation,  investment  experience and investment  objectives.  Compliance  with
these requirements may make it more difficult for the Company's  stockholders to
resell their shares to third parties or to otherwise dispose of them.

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

Our officers are not currently being paid salaries. Unless we are able to secure
additional funding for operations, we cannot guarantee that they will be able to
continue to devote  sufficient  time to the operations of the business.  Item 2.
Description of Property.


Our principal  business  address is 1825 I Street NW, Suite 400  Washington,  DC
20036 and our  principal  mailing  address  is 5505  Connecticut  Ave NW,  #191,
Washington, DC 20015.

On October 1, 2003 the company signed a one year lease for a 300 ft office space
at 1050  Connecticut  Ave NW, Suite 1000,  Washington,  DC 20036.  The executive
office facility provides approximately 2,000 sq feet of shared office facilities
including  meeting and training  rooms.  The monthly cost under the terms of the
lease was $2,800 per month for an annual  commitment of $33,600.  In November of
2003 we  disputed  the terms of the lease.  As of the date of this  report,  the
terms of the lease are still in dispute  and we no longer  occupy the space.  At
this time, we believe that the dispute will be settled, without adverse material
impact to the company.

We have arranged for temporary  facilities on a month-to month  agreement at our
new principal address whereby we can utilize office space, conference rooms, and
other  facilities  on an ad-hoc  basis.  The square  footage of the  facility is
approximately  5,0000 Sq ft. and approximately  1,500 is shared. The annual cost
is approximately  $3,600. We believe that this is adequate for our purposes on a
temporary basis. We are investigating  locating to a larger office facility when
a suitable arrangement is made.

                                       17
<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, Related Stockholder Matters, and Small
          Business Issuer Purchases of Equity Securities.

(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 March 31, 2002.  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.
Table 1.

Fiscal Quarter Ended
                                    High                       Low

December 31, 2003                   0.094                     0.07
September 30, 2003                  0.16                      0.114
June 30, 2003                       0.40                      0.33
March 31, 2003                      0.56                      0.44

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

(b)   Shareholders.

         Our company has  approximately  984 shareholders of its common stock as
of December 31, 2003 holding 28,441,211 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 2003,  the  Company  offered and sold the
following  securities  pursuant to a securities  transaction  exemption from the
registration requirements of the Securities Act of 1933, as amended.

         On November 12, 2003, we entered into a Licensing Option Agreement with
Jackie  Brown for one year  concerning  the certain  patented  technologies.  We
authorized  the  issuance  of 100,000  common  shares as  consideration  for the
option.

                                       18
<PAGE>

         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

Nuclear Solutions,  Inc. is a technology development company engaged in research
and development,  organizational efforts, raising capital, and commercialization
of theoretical,  commercially  unproven and development stage technologies.  The
Company has not had any revenues  since  inception  (February  27, 1997) through
December  31,  2003.  Accordingly,  the Company is defined in the  Statement  of
Financial Accounting  Standards No. 7, as a development stage company.  With any
development-stage  company of this nature  there are inherent  risks,  which may
prohibit The Company from reaching commercial viability. As with the development
of any new technology, until a commercial product has been developed, purchased,
and  utilized by a third  party,  the efficacy of the product is in question and
The  Company  will  continue  to incur  losses.  Until  completion  of the final
development of a technology and the commencement of sales, The Company will have
no operating revenues but will continue to incur substantial expenses.

During the fiscal year ending December 31, 2003,  research and development costs
expensed to the company were $223,962  compared to $269,710 in fiscal year 2002.

During the year ended December 31, 2003, we devoted a significant portion of our
time to  evaluating,  planning,  and  reorganizing  the  business  strategy  and
financial  structure of the company.  These  activities were undertaken with the
goal  of  structuring  the  company  for the  highest  probability  of  securing
long-term  operating capital to fund our operations.  We evaluated our portfolio
of projects  and  technologies  in relation to the  following  criteria:  market
demand and trends, capital requirements, government regulations, time and effort
to  bring  a   technology   to  market,   expected   time  to  return   revenue,
financeability,  our  available  resources,  and  overall  synergism  with other
projects.  Our goal was to come up with a corporate  strategy and technology mix
that would be the best fit with our corporate strengths,  collective experience,
and onboard expertise,  as well as having the highest  probability of increasing
shareholder value and facilitating contemplated capital raising transactions. In
addition to this,  we wanted to reduce the number of projects we were  pursuing,
streamline  operations,  and  reduce  operating  expenditures.  We have  reduced
operating  expenses.

During the last quarter of 2003,  we also  initiated  discussions  with our main
creditor to restructure and  consolidate  the outstanding  principal and balance
owed of  $973,135.42.  On January  8,  2004,  The  Company  entered  into a debt
restructuring  agreement  whereby  repayment of a series of promissory notes and
associated  interest  will be  deferred  for a minimum of 12 months or until the
company receives a minimum  investment of 2 million  dollars.  The Principal and
interest, at the discretion of the company, will then be paid back at a price of
either .084 cents per share, or by paying back in cash, or a combination of cash
and  stock.  The  company  will also  issue  2,000,000  shares  as an  incentive
immediately upon demand. The voting rights to all shares under the terms of this
agreement shall vest with the Board of directors for a period of two years.  The
lender  also  agreed to provide up to $50,000  additional  dollars  for  working
capital under the terms the agreement.

In 2003, we borrowed  approximately 148,500 through debt financing.  To the date
of this  report,  we can  access  approximately  $40,000  additional  dollars in
working capital under the terms of our debt consolidation agreement.  Based upon
current projections,  and due to the fact that we have significantly reduced our
operating expenses and our executive officers and contractors have either agreed
to defer their compensation or are compensated in common stock alone, we believe
that we can  operate  until  the  beginning  of 2005  with  currently  available
resources.  We do  anticipate  being able to raise  additional  working  capital
through private  placements of debt and/or equity,  although no assurance can be
given that we will be successful in raising additional working capital.

Our technologies  include our portfolio of intellectual  property which includes
trade  secrets  and  know-how  in the  areas of  nuclear  weapon  detection  via
gravitational  anomaly,  detritiation  of nuclear  wastewater;  and our  license
option  agreement for nuclear micro battery  technology  covered by U.S. Patents
Nos. 5,087,533;  6,118,204;  6,238,812, as well as our contractual  relationship
with our technical consultant Boris Muchnik.

Our plan of  operation  over the next  twelve  months is to  aggressively  raise
additional  operating  capital through the use of debt or equity  financing.  We
anticipate  raising a maximum of $5,000,000  dollars over the course of the next
twelve  months.  The funds will be used to  accelerate  the  development  of our
current  technologies  as well  as  increase  staffing  levels  and  promotional
activities. The twelve month plans for our technologies follow this section.

                                       19
<PAGE>

Shielded Nuclear Material/ Portable nuclear weapon detection

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

Over the course of the next twelve months,  intend to raise the working  capital
required to construct and  demonstrate a prototype  device.  We will solicit for
government  funding  through  programs at Homeland  Security  Advanced  Projects
Agency and others.  We will also  attempt to secure a  developmental  partner at
this early stage.  If we were to secure a  developmental  partner with  adequate
resources,  development  would be able to  proceed  on an  expedited  basis.  We
estimate  that  we  will  require  approximately  $800,000  dollars  to  build a
prototype  within twelve  months.  We intend to raise the money for this project
though private  placements of debt, or equity,  government  funding,  or funding
from a strategic partnership,  We cannot guarantee that we will be able to raise
the funding  necessary to perform the  development  work or that the results for
the  development  effort will be successful.  Furthermore  we, cannot  guarantee
commercial  product  success  even if we are able to  successfully  complete the
development effort.

Nuclear Micropower Generation

We  are  developing   embeddable   nuclear   micro-batteries   that  can  supply
long-lasting power for computer chips, micromotors,  remote sensors, implantable
medical  devices,  and other  defense  and  aerospace  applications.  The target
markets  for this  technology  are the  nanotechnology,  aerospace  and  defense
industries.  The program is based on three U.S. Patents  (5,087,533;  6,118,204;
6,238,812), to which we have acquired license option rights.

Over the course of the next twelve  months,  we intend to further  evaluate  the
technology and form a teaming arrangement with Lawrence Livermore National Labs,
or an equivalent.  The cost to develop this  technology  will be determined upon
completion of specific  development  arrangements with the selected  laboratory.
Based on previous discussions with Laboratory personnel, we estimate the project
will require a minimum of $1,000,000  dollars.  We will need to raise additional
money to fund  this  development  effort.  We intend to raise the money for this
project though private  placements of debt, or equity,  government  funding,  or
funding from a strategic  partnership,  We cannot guarantee that we will be able
to raise the  funding  necessary  to perform  the  development  work or that the
results for the  development  effort will be  successful.  Although  the nuclear
micro-battery  principle of operation  was  validated by an outside  laboratory,
this  technology  is a development  stage  technology.  As a  development  stage
technology, we cannot guarantee that it can be successfully commercialized.

Tritiated Water Remediation

We have identified a need in the nuclear industry for an inexpensive  method for
tritiated water  remediation by way of isotope  separation.  This is a method to
reduce the volume of stored water  contaminated  with tritium,  the  radioactive
isotope of hydrogen.  We are currently  developing a tritiated water remediation
method  using a  combination  of in-house and  external  expertise.

Our plan of operation  for the next twelve  months  consists of: filing a patent
application,  engaging in pre-marketing  discussions  with potential  customers,
attempting  to secure a  strategic  or  developmental  partner,  and  building a
prototype and validating  performance with an outside laboratory under contract.
We anticipate  the overall  development  cost not to exceed  $500,000.  However,
since this is a development  stage  technology  the final  development  cost may
differ  substantially from what we currently  anticipate.  We will need to raise
additional  money to fund this  project.  We  intend  to use  debt,  equity or a
combination thereof to fund this project.  There is no guarantee that we will be
able to successfully raise the required funds for operations, or that such funds
will be available on terms satisfactory to us. Any inability to raise additional
funds would require that we significantly  scale back our planned operations and
would  lengthen  the  period of time  required  to bring the  technology  to the
marketplace.

                                       20
<PAGE>

Item 7.   Financial Statements.

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.



Item 8A.   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, 2003, 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.

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:

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

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; Compliance with applicable  governmental
laws, rules and regulations,

The prompt internal reporting to an appropriate person or persons indentified in
the code of violations of our Code of Ethical

Conduct; and Accountability for adherence to the Code.

                                       21
<PAGE>

PART III

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

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

(a)   Directors and Executive Officers

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

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

<TABLE>
<CAPTION>
Name                        Age       Position(s)
<S>                         <C>       <C>
Patrick Herda               34        President, CEO, Chairman, Board Directors
John Dempsey                61        Vice President of Industrial Relations,  Secretary,
                                      CFO, Treasurer, Member, Board of
                                      Directors
Boris Muchnik               57        Technical Consultant
John Powers, Ph.D.          69        Member, Board of Directors
Jack Young                  74        Vice President
</TABLE>

Patrick Herda, President, CEO, Chairman, Board of Directors

Patrick Herda,  Joined Nuclear Solutions,  Inc. in September 2001. He became the
company's  President  and CEO on June 19, 2003.  As a full time  officer,  Herda
provides the company with a portfolio of skills that blends business  experience
with scientific and technical  aptitude  developed in the course of working with
technology  companies  over the  last ten  years.  Herda's  business  background
includes operations management,  strategic planning, marketing,  communications,
business  development,  and fiscal  planning.  He has aptitude and experience in
business,  science, and technology that includes nuclear science,  management of
R&D, and industrial  process control systems.  From September 2001 to June 2003,
he served as Vice  President  of Business  Development  for  Nuclear  Solutions,
Assistant  Secretary,  and Chief  Financial  Officer.  During that time,  he was
responsible  for creating and managing  strategic  alliances with government and
industrial  partners,  as  well  as  identifying  and  developing  new  business
opportunities  for the company.  From 1997 to 2001, Mr. Herda held the following
concurrent  positions:  From 1997 to 2001,  Herda was a managing member Particle
Power Systems, LLC., a private nuclear R&D company. As a managing member, he was
responsible  for general  operations  concerning  the  development of innovative
nuclear   micro-battery   power   technologies   for  military   and   aerospace
applications.  From 1993 to 1995,  Herda  served as Vice  President  for  Butler
Audio, a Start-Up design and manufacturing  firm for audio consumer  electronics
products. He successfully managed new product introduction,  manufacturing,  and
strategic  planning.  Mr. Herda attended Drexel University in Philadelphia,  PA,
where he studied Commerce and Engineering,  and Regis University in Denver,  CO.
where he studied business finance.  Mr. Herda currently holds memberships in the
American Nuclear Society,  International  Association for Energy Economics,  and
the Institute of Nuclear Materials Management.


                                       22
<PAGE>

John Dempsey, Vice President of Industry Relations, Director

John Dempsey, joined the company in January 2002 and is currently serving as the
company's Vice President of industrial  relations,  CFO and Director.  From July
2002 to June 2003, Mr. Dempsey  served as a Director,  President,  and CEO. From
January 2002 to July 2002 Mr.  Dempsey  served as the company's  Executive  Vice
President and Chief Operating Officer.  Currently, as Vice President of Industry
Relations,  Mr. Dempsey is responsible for general  operations of the company as
well as developing and  maintaining  relationships  with the nuclear and defense
sectors  as they  relate to our  businesses.  Mr.  Dempsey  has agreed to devote
approximately  eighty percent of his full time and attention to our business and
affairs in the capacity of vice president of industrial relations.  From 1997 to
2001,  Dempsey was the vice  president  of  METALAST  International,  Inc.,  the
world's   leading   supplier  of   proprietary   computer-controlled   anodizing
technologies.  From  1995  to  1997,  he  served  as  president  & CEO  of  U.S.
Environmental Group, Inc., which provided hazardous waste remediation  equipment
and  services  to major oil  companies,  the  government,  and other  industrial
concerns.  From  1990 to 1995,  he  provided  consulting  services  relating  to
cogeneration,  utilities,  industrial,  and public works projects.  From 1969 to
1989,  Mr. Dempsey held various  positions  with Bechtel Power Corp.,  primarily
managing  construction  and start-up of major  nuclear and  fossil-fueled  power
projects  worldwide.  Mr.  Dempsey was 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 MIT and
Georgia  Tech.  Dempsey is also  registered  with the State of  California  as a
professional nuclear engineer and a professional mechanical engineer.

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

John R. Powers, was appointed to the Board of Directors in June 2002. He is also
the  Chairman  and CEO of  Corporate  Communication  Resources  Incorporated  of
Princeton,  New Jersey (CCRI) since 1990 to the present.  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 President Bill Clinton.  From 1983-1996
Dr.  Powers  served at the Federal  Emergency  Management  Agency  (FEMA).  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.
From 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 assessed the performance of advanced weapons  systems,  prepared the
ERDA Electric  Utility Study and developed the National Coal Model.  In 1954, at
the age of 19, Powers  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,  an M. Div. degree from Princeton
Theological   Seminary,   and  a  Ph.D.  in  physics  from  the   University  of
Pennsylvania.

                                       23
<PAGE>

John C. (Jack) Young, Vice President, Development

Jack Young,  is the Vice President of Development for Nuclear  Solutions,  Inc.,
appointed  October 2003. Mr. Young's role is to develop and refine the corporate
business strategy as well as marketing and business development activities. From
1998 to the present, in addition to his duties with Nuclear Solutions, Inc., Mr.
Young has been a Consultant to Star Teks,  Inc., an executive  search firm,  and
Corporate Communication Resources Incorporated of Princeton,  New Jersey (CCRI),
an emergency  planning firm. From 1987 to 2001, Jack Young was the Acting United
States   Commissioner  and  Deputy  Commissioner  of  the  Commission  to  Study
Alternatives to the Panama Canal,  appointed by Presidents Reagan and Bush (1987
-  2001).  He  was a  Member  of  the  Reagan  Administration  Transition  Team,
responsible for the Nuclear Regulatory  Commission transition activities between
the Carter and Reagan  Administrations.  From 1988-1994 he was the Vice Chairman
of Holifield  Exploration  Corporation  and  President  of the Computer  Systems
Group. From 1975-1986 he served as President of International Energy Associates,
Limited. From 1973-1975 during the Nixon-Ford  Administration,  he served as the
Commissioner  of  Public  Services  Administration  at the U. S.  Department  of
Health,  Education  and  Welfare.  From  1971-1973  Young was  President  of the
Computer Systems Group of Computer Science Corporation (NYSE). From 1968-1971 he
was Chairman and President of Time Sharing  Terminals,  Inc. From 1961 - 1968 he
served as Vice President of NUS Corporation,  a nuclear energy  consulting firm.
Mr.  Young  spends fifty  percent of his time on business  development  work for
Nuclear  Solutions,  Inc.  Jack Young is a graduate of the U. S. Naval  Academy,
having served in both diesel and nuclear submarines. He was also an early member
of the Rickover nuclear power program


(b) Identify Significant Employees.

BORIS MUCHNIK, TECHNICAL CONSULTANT

Boris Muchnik brings  high-technology  commercialization  expertise full time to
Nuclear Solutions. He joined the team in 2002. Muchnik holds over two dozen U.S.
and  international  patents,  which  are the  intellectual  property  basis  for
products used worldwide. Previously, as the founder, technology inventor and CEO
of   KerDix,    Muchnik    conceived,    patented,    and   commercialized   the
recordable/erasable CD technology, which is utilized today in multiple audio and
data storage/retrieval applications such as the Sony mini-disc and computer data
devices.  Subsequently, he constructed the world's first manufacturing plant for
recordable/erasable  CDs in  Wiesbaden,  Germany.  Muchnik  has  held  executive
technical  leadership  positions  with  Fortune 500  companies,  developing  and
manufacturing  high-performance laser data storage systems. He has invented core
technologies for other successful entrepreneurial companies, including MemArray,
Inc.,  which  developed  VCSEL laser array  technology for  high-performance  CD
applications; MOST Corporation, and CaliPer, Inc. From 2002-present,  Muchnik is
technical and scientific  Consultant to Nuclear  Solutions,  Inc. From 2001-2002
Muchnik served as Vice President,  Manufacturing  Operations, at ColorLink, Inc.
Boulder,   Colorado.  He  developed  and  manufactured  optical  assemblies  for
High-Definition TV applications.  From 1999-2001 Muchnik worked at Laser Program
Coordinator,  CoorsTek, Inc., Golden, Colorado.  There, he designed,  developed,
and  fabricated   hardware/equipment   for  laser   micro-machining  of  ceramic
materials.  From 1967 to 1970 Muchnik performed graduate research at Kurchatov's
Institute  of  Atomic  Energy,   Russia's   leading   nuclear  weapons  lab.  He
participated  in pioneering  research for the Laser Isotope  Isolation  Project.
Muchnik  received  his  degree of  engineer-physicist,  specializing  in nuclear
physics,  from  Moscow  Institute  of  Physics  and  Technology,  Russia's  most
prestigious  technology  school.  He received the  equivalent  of a doctorate in
nuclear  chemistry  from the  Institute  of Physical  Chemistry,  Laboratory  of
Chemistry of Transuranium  Elements of the Russian Academy of Sciences.  Muchnik
spent two years performing post-graduate research in Laser Raman Spectroscopy at
Polytechnic  Institute  of New York upon  arrival in the U.S.  in 1976.  He is a
naturalized U.S. citizen who has been a Colorado resident since 1980. (c) Family
Relationships.

         None

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.

(d) Involvement in Certain Legal Proceedings.

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;_ Convicted in a criminal proceeding or been
subject to a pending criminal proceeding (excluding traffic violations and other
minor offenses);_ 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_ 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.


                                       24
<PAGE>


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 2003, and we believe that each person who, at any time during 2003,
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 2003,
except as follows: John Dempsey, Jack Young, and John Powers. The aforementioned
were not able to file timely filings due to the lack of electronic filing codes.
The filings will be  completed  upon  acquisition  of  individual  codes for the
filers. This is expected to be completed by within 30 days of the filing of this
report.


                                       25
<PAGE>

The prompt internal  reporting to an appropriate person or persons identified in
the code of violations of our Code of Ethical Conduct;  and  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, 2003.
Summary Compensation Table

<TABLE>
<CAPTION>
                                     Annual Compensation   Long-term Compensation
                                     -------------------   -----------------------
                        Fiscal       Salary/               Stock
Name                    Year         Fees          Bonus   Awards (#)      Options(#)
                                     ---------------------------------------------------
<S>          <C>        <C>          <C>            <C>     <C>             <C>
Patrick Herda(1)        2003         $150,000(1)   -0-     -0-             -0-
John Dempsey(2)         2003         $175,000(2)   -0-     -0-             -0-
Jack Young(3)           2003         $150,000(3)   -0-     -0-             1,000,000
Adrian Joseph(4)        2003         $144,0004)    -0-     -1,000,000-     -0-
Qi Ao(5)                2003         $175,000(5)   -0-     -0-             -0-
</TABLE>

1. Patrick Herda as the  President has an annual base salary of $150,000.  As of
December  31,  2003,  Mr.  Herda was paid  $18,225  of his salary and the unpaid
balance is  accruing as a  corporate  obligation.  On October 12, 2002 the board
authorized an option for Mr. Herda to purchase 1,750,000 shares of the Company's
$0.0001  par value  common  stock.  As of  December  31, 2003 the option was not
priced or issued.

2. John Dempsey, a vice-president, has an annual base salary of $120,000. During
the year ended December 31, 2002, Mr. Dempsey was paid $14,221 of his salary and
the unpaid  balance is accruing as a corporate  obligation.  On October 12, 2002
the board  authorized an option for Mr. Dempsey to purchase  1,000,000 shares of
the Company's $0.0001 par value common stock. As of December 31, 2003 the option
was not priced or issued.

3. On October 2, 2003,  the company  hired Jack Young as the vice  president  of
corporate development whereby the company is to issue an option for Mr. Young to
purchase  1,000,000  shares of the  Company's  $0.0001 par value common stock at
13.2 cents per share over the period of one year.  On November 7, 2003 the board
of directors  authorized the issuance of the option. As of December 31, 2003 the
option was unissued.

4. 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.  For the year ended  December 31, 2003,  the wages expensed was $72,000
and the amount paid in cash was $11,109. As of December 31, 2003, the balance of
accrued  executive  compensation was $157,701.  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.  On June 30, 2003,
these shares have been issued.  On August 22, 2003,  Mr.  Joseph  resigned as an
officer and director of the Company.  The company and Dr.  Joseph have reached a
tentative  agreement  whereby Dr.  Joseph  would  forgive his accrued  executive
compensation. We plan on finalizing terms during the 2nd quarter of 2004.

5. 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 July 24,  2003,  the
contract was  terminated  and the Company  agreed to issue 300,000 shares of the
Company's $0.0001 par value common stock to him. For the year ended December 31,
2003, the wages expensed was $87,500 and the amount paid in cash was $18,190 and
the amount paid in stock was  $194,790 to settle all  compensation  arrangements
with Mr.  Ao.  As of  December  31,  2003,  the  balance  of  accrued  executive
compensation was $0.

                                       26
<PAGE>

Advisory Board Compensation

On December 14,  2001,  the Company  appointed 6  individuals  to the  Company's
Executive  Advisory  Board for a term of 1 year.  Each  individual 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, 2003,  the Company issued a total of
120,000  shares  to these  individuals  and the  balance  in  accrued  executive
compensation was $0 as of December 31, 2003.

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, 2003.

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 28,441,211 common shares. This
number of shares (1)

Beneficial Ownership of 5%.
<TABLE>
<CAPTION>

Table 1.
<C>                       <C>                    <C>                   <C>
(1)                       (2)                    (3)                   (4)
Title of Class            Name and Address       Amount and Nature     Percent of Class
Common Stock


Total
NONE


(b)   Security Ownership of Management.  Based on 28,441,211 shares as set
forth in (a) above as of December 31, 2003.


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

John Dempsey              5505 Connecticut Ave NW       -0-
                          Suite 191
                          Washington, DC 20015
                          1050 Connecticut Ave NW
                          Washington, DC 20036

Patrick Herda             5505 Connecticut Ave NW       1,000,000      3.52%
                          Suite 191
                          Washington, DC 20015

John Powers               5505 Connecticut Ave NW       20,000         .07%
                          Suite 191
                          Washington, DC 20015

Jack Young                5505 Connecticut Ave NW       -1,000,000-
                          Suite 191
                          Washington, DC 20015
                                                        -0

</TABLE>

                                       27
<PAGE>

* Options as yet unissued.


(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.

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

The officers and directors are involved in other business activities and may, in
the future,  become  involved  in other  business  opportunities.  If a specific
business  opportunity  becomes  available,  such  persons may face a conflict in
selecting  between the Company and their other business  interests.  The Company
has not formulated a policy for the resolution of such conflicts.



(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.

                                       28
<PAGE>

(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.

NONE

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
         changing corporate name to Nuclear Solutions, Inc.

*3.2     Articles of Incorporation of Stock Watch Man, Inc.

*3.3     Bylaws of Nuclear Solutions, aka, Stock Watch Man, Inc.

*20.1    Code of Ethical Conduct

23       Consent of Independent Certifying Accountant

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

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

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

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

* Previously filed.



(b) Reports on Form 8-K.

         We filed two  reports  on Form 8-K during  the  fourth  quarter  ending
December 31, 2003. We filed one report on December 18, 2003, disclosing a change
in corporate address under Item 5 Other Events and Regulation FD Disclosure.  We
filed a report on November 13, 2003,  disclosing a press  release  under Item 5,
Other Events and Regulation FD Disclosure.

                                       29
<PAGE>


Item 14.   Principal Accounting Fees and Services.

         The Company paid or accrued the following fees in each of the prior two
fiscal years to its principal  accountant,  Beckstead & Watts, LLP of Las Vegas,
Nevada

                                    Year End 12-31-02 Year End 12-31-03
Audit Fees                               $10,500           $12,000
Audit-related Fees
Tax Fees
All other fees
Total Fees                               $10,500           $12,000


The Company has no formal audit committee. However, as defined in Sarbanes-Oxley
Act of 2002,  the  entire  Board of  Directors  is the  Company's  serves as the
company audit committee.

The Company's  principal  accountant,  Beckstead & Watts, LLP did not engage any
other  persons  or  firms  other  than  the  principal  accountant's  full-time,
permanent employees.



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 21, 2004


Nuclear Solutions, Inc.



By: Patrick Herda                      By:
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 21,2004
By:/s/ Patrick Herda
Title:President, CEO, Director



                                                     April 21, 2004
By:
Title:V.P., Sec., CFO, Director



                                       30
<PAGE>


                             NUCLEAR SOLUTIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)


                                 BALANCE SHEETS
                                      AS OF
                           DECEMBER 31, 2003 AND 2002


                                       AND


                            STATEMENTS OF OPERATIONS,
                      CHANGES IN STOCKHOLDERS' EQUITY, AND
                                   CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                               AND FOR THE PERIOD
                                  MARCH 1, 2002
                               (DATE OF INCEPTION)
                                     THROUGH
                                DECEMBER 31, 2003



<PAGE>

                                TABLE OF CONTENTS


                                                                         PAGE
                                                                         ----

Independent Auditors' Report                                               1

Balance Sheets                                                             2

Statements of Operations                                                   3

Statements of Changes in Stockholders' Equity                              4

Statements of Cash Flows                                                   5

Footnotes                                                                  6

<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.
Washington, D.C.

We have audited the Balance Sheets of Nuclear Solutions, Inc. (the "Company") as
of  December  31,  2003 and 2002,  and the  related  Statements  of  Operations,
Stockholders'  Equity,  and Cash Flows for the years ended December 31, 2003 and
2002, and for the period March 1, 2002 (Date of Inception) to December 31, 2003.
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.

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. as of
December 31, 2003 and 2002, and the results of its operations and cash flows for
the years ended  December  31, 2003 and 2002,  and for the period  March 1, 2002
(Date of Inception) to December 31, 2003, in conformity with generally  accepted
accounting principles in the United States of America.

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

April 16, 2004


                                       1

<PAGE>

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

<TABLE>
<CAPTION>
                                                                        December 31,
                                                                    2003            2002
                                                                ----------------------------
<S>                                                             <C>              <C>
Assets
Current assets:
  Cash and equivalents                                          $        26      $    15,410
  Prepaid consulting fees                                                --           23,750
                                                                ----------------------------
  Total current assets                                                   26           39,160
                                                                ----------------------------

Fixed assets, net                                                    20,751           10,069

Acquired technology, net                                                 --           65,250

Security deposit                                                        535            8,326
                                                                ----------------------------
                                                                $    21,312      $   122,805
                                                                ----------------------------

Liabilities and Stockholders' (Deficit)

Current liabilities:
  Accounts payable                                              $    42,606      $    52,316
  Accrued expenses                                                  183,371          204,313
  Accrued executive compensation                                    753,249        1,008,285
  Contingent liabilities                                            205,600           13,127
                                                                ----------------------------
    Total current liabilities                                     1,184,826        1,278,041

Long-term liabilities:
  Convertible debt                                                  485,000          485,000
  Convertible debt - related party                                   59,500           62,000
  Accrued interest                                                   78,625           30,125
  Accrued interest - related party                                    7,400            3,375
  Line of credit                                                    408,500          120,000
                                                                ----------------------------
    Total long-term liabilities                                   1,039,025          700,500
                                                                ----------------------------
                                                                  2,223,851        1,978,541
                                                                ----------------------------

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, 28,441,211 and 22,489,250 shares issued and
    outstanding at 12/31/03 and 12131102, respectively                2,844            2,249
  Additional paid-in capital                                      3,294,207        2,015,029
  Deferred compensation                                            (235,332)        (547,684)
  Prior period adjustment                                            61,000           61,000
  (Deficit) accumulated during development stage                 (5,325,258)      (3,386,330)
                                                                ----------------------------
                                                                 (2,202,539)      (1,855,736)
                                                                ----------------------------
                                                                $    21,312      $   122,805
                                                                ----------------------------
</TABLE>

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

                                       2

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                       February 27, 1997
                                                              For the years ended        (inception) to
                                                                  December 31,             December 31,
                                                            2003              2002              2003
                                                        ------------------------------------------------
<S>                                                     <C>               <C>               <C>
Revenue                                                 $                 $                 $

Expenses:
Depreciation & amortization                             $      3,995      $      3,949      $     97,088
Consulting fees                                            1,180,335           841,111         2,514,446
Legal fees                                                    53,974            81,540           160,514
Executive compensation - related party                       460,753           825,496         1,866,691
General and administrative expenses                          122,096           219,226           503,332
Impairment of acquired technology                             65,250            17,400            82,650
                                                        ------------------------------------------------
     Total expenses                                        1,886,403         1,988,722         5,224,721
                                                        ------------------------------------------------

Other expenses:
Interest expense                                             (49,300)          (30,125)          (79,425)
Interest expense - related party                              (3,225)           (3,133)           (6,116)
(Loss) due to write down of fixed assets                                       (14,996)          (14,996)
                                                        ------------------------------------------------
Total other expenses                                         (52,525)          (48,254)         (100,537

Net (loss)                                              $ (1,938,928)     $ (2,036,976)     $ (5,325,258)
                                                        ------------------------------------------------

Weighted average number of
common shares outstanding - basic and fully diluted       21,449,871         9,920,356
                                                        ------------------------------------------------

Net (loss) per share - basic and fully diluted          $      (0.09)     $      (0.21)
                                                        ------------------------------------------------
</TABLE>

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

                                       3

<PAGE>

                             Nuclear Solutions, Inc.
                          (a Development Stage Company)
                   Statement of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>


                                     Common Stock              Additional                          Prior
                                                                  Paid-in         Deferred         Period
                                   Shares        Amount           Capital      Compensation    Adjustment
<S>                               <C>          <C>             <C>             <C>             <C>
March 1, 1997
   Issued for services
   and organizational costs        1,000,000   $        100    $        900    $               $            -

Net (loss)
   February 27, 1997
   (inception) to
   December 31. 1997
   Balance, December 31, 1997      1.000.000   $        100    $        900    $               $

   Net (loss) for the year ended
             December 31, 1998

   Balance, December 31, 1998      1,000,000   $        100    $        900    $               $

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

   Net (loss) for the year ended
   December 31, 1999

   Balance, December 31, 1999        1,400,000 $        140    $     2,860     $           -   $            -

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

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

   Net (loss) for the year ended
   December 31, 2000

   Balance forward
   December 31, 2000                2,127,500  $        213    $     44,687    $               $

   July 2001
   Shares issued for legal fees      100,000            10           4,990

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

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

   September 2001
   Shares issued for services        100.000            10           100,990

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

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

   October 2001
   Issued for services                                                               (337,500)

   October 2001
   Donated capital - cash                                               100

   December 2001
   Donated capital - expenses                                        20,000
</TABLE>

<TABLE>
<CAPTION>
                                          (Deficit)
                                       Accumulated
                                          During            Total
                                       Development      Stockholders'
                                          Stage             Equity
<S>                                    <C>
March 1, 1997
   Issued for services
   and organizational costs            $                $       1,000

Net (loss)
   February 27, 1997
   (inception) to
   December 31. 1997                            (830)           (830)
   Balance, December 31, 1997          $        (830)   $          170

   Net (loss) for the year ended
             December 31, 1998                  (36)               (36)

   Balance, December 31, 1998          $        (866)   $          134

   August 2, 1999
   Issued for cash                                              2,000

   Net (loss) for the year ended
   December 31, 1999                            (1,366)         (1,366)

   Balance, December 31, 1999          $        (2,232) $          768

   March 31, 2000
   Issued for cash
   pursuant to 504 offering                                     41,700

   September 27, 2000
   Issued for services                                             200

   Net (loss) for the year ended
   December 31, 2000                          (28,719)          (28,719)

   Balance forward
   December 31, 2000                   $      (30.951)   $       13,949

   July 2001
   Shares issued for legal fees                                 5,000

   August 2001
   Shares issued for acquired
   technology                                                   87,000

   September 2001
   Shares issued for services                                   202,000

   September 2001
   Shares issued for services                                   101,000

   September 2001
   Shares issued for services                                   200,000

   September 2001
   Shares issued for services                                   140,000

   October 2001
   Issued for services                                          (337,500

   October 2001
   Donated capital - cash                                          100

   December 2001
   Donated capital - expenses                                   20,000

</TABLE>

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

                                       4

<PAGE>

                             Nuclear Solutions, Inc.
                          (a Development Stage Company)
                   Statement of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>

                                      Common Stock                  Additional                        Prior
                                                                    Paid-in         Deferred          Period
                                   Shares         Amount            Capital      Compensation     Adjustment
<S>                              <C>            <C>             <C>              <C>              <C>
December 2001
Deferred compensation                                                                   84,375

Net (loss) for the year ended
December 31, 2001

Balance December 31, 2001          20,850,000   $       2,085   $     797,915    $      (253,125) $

January 2002
Issued for services                   100,000              10         49,990            (50,000)

January 2002
Issued for services                   100,000              10         24,990

January 2002
Issued for services                   229,250              23         401,165           (401,188)

March 2002
Deferred compensation                                                                   153,951

June 2002
Deferred compensation                                                                   176,240

September 2002
Issued for services                   100,000              10         19,990            (20,000)

September 2002
Deferred compensation                                                                   156,240

November 2002
Issued for services                   150,000              15         337,485

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)

December 2002
   Issued for services                10,000               1             3,589

December 2002
   Deferred compensation                                                                145,198

December 2002
   Prior period adjustment                                                                                61,000

Net (loss) for the year ended
   December 31, 2002

Balance December 31, 2002             22,489,250 $         2,249 $  2,015,029    $      (547,684) $       61,000

January 2003
   Issued for services                                                                  (19,500)

February 2003
   Issued for services                                                                  (6,300)

February 2003
   Issued for services                                                                  (45,000)

March 2003
   Issued for services                                                                  (25,000)

March 2003
   Issued for services                                                                  (4,950)

March 2003
   Deferred compensation                                                                178,381
</TABLE>

<TABLE>
<CAPTION>
                                     (Deficit
                                    Accumulated
                                         During           Total
                                    Development        Stockholders'
                                         Stage            Equity
<S>                                 <C>                <C>
December 2001
Deferred compensation                                        84,375

Net (loss) for the year ended
December 31, 2001                        (1,318,403)      (1,318,403)

Balance December 31, 2001           $    (1,349,354)   $  (802,479)

January 2002
Issued for services

January 2002
Issued for services                                          25,000

January 2002
Issued for services

March 2002
Deferred compensation                                        153,951

June 2002
Deferred compensation                                        176,240

September 2002
Issued for services

September 2002
Deferred compensation                                        156,240

November 2002
Issued for services                                          337,500

November 2002
Issued for services

November 2002
Issued for services

December 2002
Issued for services                                          (75,000)

December 2002
   Issued for services                                         3,590

December 2002
   Deferred compensation                                     145,198

December 2002
   Prior period adjustment                                   61,000

Net (loss) for the year ended
   December 31, 2002                     (2,036,976)      (2,036,976)

Balance December 31, 2002           $    (3,386,330)   $  (1,855,736)

January 2003
   Issued for services                                       (19,500)

February 2003
   Issued for services                                       (6,300)

February 2003
   Issued for services                                       (45,000)

March 2003
   Issued for services                                       (25,000)

March 2003
   Issued for services                                       (4.950)

March 2003
   Deferred compensation                                     178,381
</TABLE>

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

                                       5

<PAGE>

                            Nuclear Solutions, Inc.
                         (a Development Stage Company)
                  Statement of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>
                                                                                                      (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>
May-03
Issued for services             345,000          35           114,016                                                    114,050
May-03
Issued for services             250,000          25            74,975                                                     75,000
June-03
Issued for services             120,000          12           377,988                                                    378,000
June-03
Issued for salaries             1,000,000       100            49,900                                                     50,000
June-03
Cancellation of shares          (101,000)       (10)               10
June-03
Deferred compensation                                                   231,715                                          231,715
July-03
Issued for services             1,000,000       100           124,900   (125,000)
July-03
Issued for salaries             300,000          30           194,760                                                    194,790
July-03
Issued for services             200,000          20            24,980   (25,000)
August 2003                                                             (22,500)                                         (22,500)
Issued for services
August 2003                                                             (27,400)                                         (27,400)
Issued for services
September 2003                                                          (5,000)                                           (5,000)
Issued for services
September 2003                  1,000,000       100           149,900   (150,000)
Issued for services
September 2003                                                          213,322                                          213,322
Deferred compensation
October 2003                    116,667          12            13,988                                                     14,000
Issued for services
October 2003                    250,000          25            17,475                                                     17,500
Issued for services
October 2003                    420,510          42            54,858                                                     54,900
Issued for services
November 2003                   1,000,000       100            74,900   (75,000)
Issued for services
November 2003                   50,784            5             6,528                                                      6,533
Issued for services
December 2003                                                           219,584                                          219,584
Deferred compensation
Net (loss) for the year ended                                                                             (1,938,928) (1,938,928)
December 31, 2003
---------------------------------------------------------------------------------------------------------------------------------
Balance December 31, 2003       28,441,211   $2,844        $3,294,207   $(235,332)     $61,000        $(5,325,258)   $(2,202,539)
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                       6

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                       February 27, 199
                                                              For the years ended       (inception) to
                                                                December 31,             December 31,
                                                            2003             2002            2003
                                                      ------------------------------------------------
<S>                                                   <C>               <C>               <C>
Cash flows from operating activities
Net (loss)                                            $ (1,938,928)     $ (2,036,976)     $ (5,325,258)
                                                      ------------------------------------------------
Depreciation & amortization                                  3,995             3,949            97,088
Shares issued for consulting services                      984,983         1,037,903         2,465,886
Shares issued for prepaid consulting services              200,000
Shares issued for legal fees                                50,000            95,000           150,000
Shares issued for salaries                                 244,790           244,790
Loss due to write down of fixed assets                      14,996            14,996
Impairment of acquired technology                           65,250            17,400            82,650
Prior period adjustment                                     61,000            61,000
Adjustments to reconcile net (loss) to
  net cash (used) by operating activities:
     (Increase) decrease of security deposit                 7,791            (8,326)             (535)
     Decrease in prepaid consulting services                23,750           126,250
     Increase (decrease) in accounts payable                (9,710)           36,136            42,606
     Increase (decrease) in accrued expenses               (20,942)          153,298           183,371
     (Decrease) in accrued payroll                         (26,568)
     Increase (decrease) in accrued
       executive compensation                             (255,036)          174,718           753,249
     Increase in contingent liabilities                    192,473            13,127           205,600
                                                      ------------------------------------------------
Net cash (used) by operating activities                   (651,584)         (338,093)         (824,557
                                                      ------------------------------------------------

Cash flows from investing activities
  Purchase of fixed assets                                 (14,677)          (25,324)          (44,038)

                                                      ------------------------------------------------
Net cash (used) by investing activities                    (14,677)        (25, 324)           (44,038)
                                                      ------------------------------------------------
Cash flows from financing activities
  Proceeds from convertible debt                           485,000           485,000
  Proceeds from convertible debt - related party            33,000            62,000
  Payments for convertible debt - related party             (2,500)           (2,500)
  Increase in accrued interest                              48,500            30,125            78,625
  Increase in accrued interest - related party               4,025             3,133             7,400
  Increase in line of credit                               288,500           120,000           408,500
  Issuance of common stock                                  44,828
  Donated capital                                           20,100
  Decrease (increase) in deferred compensation             312,352        (294, 559)          (235,332
                                                      ------------------------------------------------
Net cash provided by financing activities                  650,877           376,699           868,621
                                                      ------------------------------------------------
Net increase (decrease) in cash                            (15,384)           13,282                26

Cash - beginning                                            15,410             2,128
                                                      ------------------------------------------------
Cash - ending                                         $         26      $     15,410      $         26

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

Non-cash financing activities:
  Number of shares issued for consulting services        4,452,961         1,339,250          7,742,21
                                                      ------------------------------------------------
  Number of shares issued for legal services               300,000           300,000           700,000
                                                      ------------------------------------------------
  Number of shares issued to acquire technology         17,872,500
                                                      ------------------------------------------------
  Number of shares issued for salaries                   1,300,000                            1,300,00
                                                      ------------------------------------------------
</TABLE>

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

                                        7

<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, 2003
   or 2002.

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 Financial  Accounting Standards Board ("FASB") recently issued Statements
   of Financial  Accounting  Standards  Nos. 142 "Goodwill and Other  Intangible
   Assets" and 144  "Accounting  for the  Impairment  or Disposal of  Long-Lived
   Assets"  ("SFAS  142"  and  "SFAS  144").  All of  these  pronouncements  are
   effective  for fiscal years  beginning  after  December  31,  2001.  SFAS 142
   requires a company to  periodically  evaluate for  impairment  (as opposed to
   amortize) goodwill and intangible assets.

   Acquired technology was being amortized on a straight-line basis over 5 years
   through December 31, 2001. The Company adopted SFAS No. 142 effective January
   1, 2002 and as such, will test the acquired technology balance for impairment
   at least on an annual  basis.  Such  analysis will be based upon the expected
   future  cash  flows of the  technology.  There was  $65,250  and  $17,400  as
   impairment of acquired technology as of December 31, 2003 and 2002.

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 $0 and $15,950 as of December 31, 2003 or 2002.

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.



                                       8
<PAGE>

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


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, 2003 or 2002. The respective  carrying value of certain  on-balance-sheet
   financial  instruments   approximated  their  fair  values.  These  financial
   instruments  include cash,  prepaid expenses,  deposits 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, 2003 or 2002.

Reporting on the costs of start-up activities

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

Loss per share

   Net loss per share is provided in  accordance  with  Statement  of  Financial
   Accounting Standards No. 128 (SFAS #128) "Earnings Per Share". Basic loss per
   share is computed by dividing losses available to common  stockholders by the
   weighted average number of common shares  outstanding  during the period. The
   Company had no dilutive  common stock  equivalents,  such as stock options or
   warrants as of December 31, 2003 and 2002.

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.


                                       9

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


Recent pronouncements

   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.

   In May 2003, the FASB issued SFAS No. 150,  "Accounting for Certain Financial
   Instruments  with  Characteristics  of Both Liabilities and Equity." SFAS No.
   150 changes the  classification  in the  statement of  financial  position of
   certain  common  financial   instruments  from  either  equity  or  mezzanine
   presentation  to  liabilities  and  requires  an  issuer  of those  financial
   statements  to  recognize  changes in fair  value or  redemption  amount,  as
   applicable,  in earnings. SFAS No. 150 is effective for financial instruments
   entered  into or modified  after May 31,  2003,  and with one  exception,  is
   effective at the beginning of the first interim period  beginning  after June
   15,  2003.  The  effect of  adopting  SFAS No.  150 will be  recognized  as a
   cumulative  effect of an accounting  change as of the beginning of the period
   of adoption.  Restatement of prior periods is not permitted. SFAS No. 150 did
   not have any  impact  on the  Company's  financial  position  or  results  of
   operations.

Stock-Based Compensation

   Statement  of  Financial   Accounting  Standards  No.  123,  "Accounting  for
   Stock-Based Compensation" ("SFAS 123") allows companies to either expense the
   estimated fair value of stock options and warrants,  or to continue following
   the intrinsic value method set forth in Accounting  Principles  Board Opinion
   No. 25,  "Accounting  for Stock Issued to Employees"  ("APB 25") but disclose
   the pro  forma  effects  on net loss had the fair  value of the  options  and
   warrants been expensed. The Company has elected to apply APB 25 in accounting
   for  grants to  employees  under  its stock  based  incentive  plans.  Equity
   instruments issued to non-employees are measured based on their fair values.

   Statement  of  Financial   Accounting   Standards  No.  148  "Accounting  for
   Stock-Based  Compensation - Transition and Disclosure"  ("SFAS 148") provides
   alternative  methods of transition  for a voluntary  change to the fair value
   based  method  of  accounting  for  stock-based  employee  compensation.   In
   addition,  SFAS 148 amends the disclosure requirements of SFAS 123 to require
   more prominent and more frequent  disclosures in financial  statements  about
   the effects of stock-based compensation.

Year end

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


                                       10
<PAGE>

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


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.

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, 2003,  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       $2,036,976             2022
                        2003       $1,938,928             2023

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,  2003 and 2002,  the Company  expensed  $5,000 and
$25,000,  respectively,  and the balance in prepaid consulting fees total $0 and
$5,000, respectively.

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, 2003
and 2002, the company expensed $18,750 and $6,250, respectively, and the balance
in prepaid consulting fees total $0 and $18,750, respectively.


                                       11

<PAGE>

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


NOTE 6 - FIXED ASSETS

As of December 31, 2003, the Company had the following fixed assets:

Office equipment                                     $ 16,295
Computer equipment & software                           7,123
Furniture & fixtures                                    2,450
Less: Accumulated depreciation                        (5,118)
                                                    --------
                                                    $ 20,750

The  Company  purchased  fixed  assets in the amount of $14,677  during the year
ended December 31, 2003.  Depreciation expense totaled $3,995 and $3,949 for the
year ended  December  31, 2003 and 2002,  respectively.  There was a loss on the
write down of fixed assets of $14,996 during the year ended December 31, 2002.

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.  Impairment  totaled  $65,250 and $17,400 for the years
ended December 31, 2003 and 2002.

NOTE 8 - ACCRUED EXPENSES

As of  December  31, 2003 and 2002,  the  Company  had a total of  $109,861  and
$129,313 in accrued expenses due to the officers, directors and employees of the
Company for various expenses paid for on behalf of the Company.  During the year
ended  December 31, 2003,  the Company paid a total of $13,943 to an  individual
who is a  shareholder  of the Company for accrued  expenses.  In  addition,  the
Company  paid a total of  $13,289  to three  individuals  who are  officers  and
directors  of the Company and paid a total of $3,600 to employees of the Company
for accrued expenses.

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.  The shares were issued on May 30,
2003 and the accrued expenses decreased by $75,000.

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.  On July 1, 2003,  the Company  terminated the contract and will pay
Ms.  Bylund a total of $3,037 in lieu of the 50,000  shares.  As of December 31,
2003, the Company owed Ms. Bylund $1,037.

On January 20, 2003, the Company entered into an agreement with four individuals
to design a website for the Company.  The  individuals are to receive a total of
12,000  shares of the  Company's  $0.0001 par value common stock in exchange for
services  valued at $4,500.  As of December  31,  2003,  the shares have no been
issued and the entire amount is considered an accrued expense.

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

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

On August 1, 2003,  the Company  entered into a two month  contract  with George
Dennison to provide  consulting  services in exchange for 116,667  shares of the
Company's  $0.0001 par value common stock valued at the fair


                                       12
<PAGE>

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


market value of the  services of $14,000.  The shares were issued on October 21,
2003 and the accrued expenses decreased by $14,000.

On August 18, 2003,  the Company  entered into a contract with Sprague Agency to
provide  investigative  services in exchange for 150,000 shares of the Company's
$0.0001 par value  common  stock valued at the fair market value of the stock of
$22,500.  The shares were  issued on October  24, 2003 and the accrued  expenses
decreased by $22,500.

On August 28, 2003,  the Company  entered into a six month  contract  with Kraig
Washburn to provide  consulting  services in exchange for 200,000  shares of the
Company's  $0.0001 par value common stock valued at the fair market value of the
stock of  $27,400.  The shares  were  issued on October 24, 2003 and the accrued
expenses decreased by $27,400.

On September 1, 2003,  the Company  entered into a two month contract with David
Kerr to  provide  consulting  services  in  exchange  for  70,510  shares of the
Company's  $0.0001 par value common stock valued at the fair market value of the
services  of $5,000.  The shares were issued on October 24, 2003 and the accrued
expenses decreased by $5,000.

On October 8, 2003,  the Company agreed to issue to Eric Lindeman for consulting
services in exchange for 81,505 shares of the Company's $0.0001 par value common
stock valued at the fair market value of the services of $7,500.  As of December
31, 2003, the shares have not been issued and the entire amount is considered an
accrued expense.

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

On December 5, 2003,  the Company  agreed to issue to Alexander  Nigmatulin  for
consulting  services in exchange for 252,192 shares of the Company's $0.0001 par
value  common  stock valued at the fair market value of the services of $12,450.
As of December 31, 2003,  the shares have not been issued and the entire  amount
is considered an accrued expense.

On  December  30,  2003,  the  Company  agreed  to  issue to Lisa  Connelly  for
consulting  services in exchange for 150,000 shares of the Company's $0.0001 par
value  common  stock valued at the fair market value of the services of $25,000.
As of December 31, 2003,  the shares have not been issued and the entire  amount
is considered an accrued expense.

As of December 31, 2003, the Company has authorized a total of 614,497 shares of
its $0.0001 par value common  stock,  but has not issued the stock.  The Company
plans to issue the common stock valued at $65,230 to the above  individuals  and
entities in the near future.


                                       13
<PAGE>

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


During the year ended December 31, 2003, the Company agreed to value the options
to purchase a total of 120,000 shares of the Company's  $0.0001 par value common
stock at $1 per share exercisable over one year to the Company's Executive Board
of  Advisors.  The fair value of the options has been  estimated on the date the
board authorized the transaction using the  Black-Scholes  option pricing model.
The  weighted  average  fair value of these  options  was $0.00.  The  following
assumptions  were  used in  computing  the fair  value of these  option  grants:
weighted average risk-free interest rate of 6%, zero dividend yield,  volatility
of the Company's  common stock of 42% and an expected life of the options of one
year. The options were authorized to be issued on December 30, 2003.

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.  As of December 31, 2003, no payments have been made
and the balance is $142,667.

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 July 24, 2003, the contract was terminated
and the Company  agreed to issue  300,000  shares of the  Company's  $0.0001 par
value  common stock to him.  For the year ended  December  31,  2003,  the wages
expensed was $87,500 and the amount paid in cash was $18,190 and the amount paid
in stock was $194,790 to settle all compensation arrangements with Mr. Ao. As of
December 31, 2003, the balance of accrued executive compensation was $0.

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.  During the year ended  December  31,  2003,  the wages  expensed  was
$150,000 and the amount paid in cash was $18,225.  As of December 31, 2003,  the
balance of accrued executive compensation was $296,250.

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

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, 2003,  the Company issued a total of
120,000  shares  to these  individuals  and the  balance  in  accrued  executive
compensation was $0 as of December 31, 2003.


                                       14
<PAGE>

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


On January  23,  2002,  the  Company  hired John  Dempsey as the vice  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.  During the year
ended  December 31, 2003, the wages expensed was $120,000 and the amount paid in
cash was $14,202.  As of December 31, 2003,  the amount accrued was $156,632 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.  For the year ended  December 31, 2003,  the wages expensed was $72,000
and the amount paid in cash was $11,109. As of December 31, 2003, the balance of
accrued executive  compensation was $157,701.  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. On June
30, 2003, these shares have been issued. On August 22, 2003, Mr. Joseph resigned
as an officer and director of the Company.

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.  During the year ended  December 31, 2003, the Company
has  received  one claim for $62 and has  decided  to  eliminate  $13,065 of the
accrued contingent liabilities.

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

During the year ended December 31, 2003,  the Company  accrued a total of $5,600
as contingent liabilities related to the lease agreement for their office space.

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, 2003 and 2002,  the total amount due is $485,000 and $485,000
in  principal,  respectively,  and  $48,500  and  $30,125 in  accrued  interest,
respectively.



                                       15
<PAGE>

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

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, 2003 and 2002, the amount due is $4,000 and $4,000 in principal,
respectively, and $1,000 and $600 in accrued interest, respectively.

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,  2003 and 2002,  the amount due is $15,000  and
$15,000 in principal,  respectively,  and $3,125 and $1,625 in accrued interest,
respectively.

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

On July 7, 2002, the Company executed a promissory note with Patrick Herda, vice
president of business  development,  in the amount of $5,000.  The note bears an
interest  rate of 10% per annum and is due upon  demand.  At the  request of Mr.
Herda,  any unpaid  balance of  principal  and interest due will be converted in
common stock at a rate of $1 per share. On July 11, 2002, the Company executed a
promissory note with Patrick Herda, vice president of business  development,  in
the amount of $18,000.  The note bears an interest  rate of 10% per annum and is
due upon demand.  At the request of Mr. Herda,  any unpaid  balance of principal
and  interest  due will be  converted in common stock at a rate of $1 per share.
During the year ended  December  31,  2003,  the  Company has paid $2,500 to Mr.
Herda.  As of December 31, 2003 and 2002,  the amount due is $20,500 and $23,000
in  principal,   respectively,  and  $3,275  and  $1,150  in  accrued  interest,
respectively.

As of December 31, 2003 and 2002, the total amount due is $59,500 and $62,000 in
principal, respectively and $7,400 and $3,375 in accrued interest, respectively.

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, 2003 and 2002, the Company's  balance owed
is $408,500 and $120,000, respectively.

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.


                                       16
<PAGE>

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


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.

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.


                                       17
<PAGE>

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


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.

On January 13, 2003,  the Company agreed to issue 50,000 shares of the Company's
$0.0001 par value common stock to Patti Bylund for consulting services valued at
the fair  market  value of services  of  $19,500.  On July 1, 2003,  the Company
terminated the contract and will pay Ms. Bylund a total of $3,037 in lieu of the
50,000 shares. As of December 31, 2003, the Company owed Ms. Bylund $1,037.

On February 11, 2003, the Company agreed to issue 16,800 shares of the Company's
$0.0001 par value common stock to Bentz  Communicatins  for consulting  services
valued at the fair  market  value of  services  of $6,300.  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 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 May 13,  2003,  the Company
issued the shares.

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 May 13,  2003,  the Company
issued the shares.

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 May 13, 2003, the Company issued the shares.

On March 20, 2003,  the Company agreed to issue 30,000 shares of its $0.0001 par
value common stock to an  individual.  On May 13, 2003,  the Company  issued the
shares.

During the three month period ended March 31, 2003, the Company reduced deferred
compensation by $178,381.

On May 13, 2003, the Company issued a total of 345,000 shares of its $0.0001 par
value common stock for consulting  services  totaling $89,050 and legal services
totaling $25,000.

On May 30,  2003,  the Company  issued  250,000  shares of its $0.0001 par value
common stock to Malamut & Liebling for consulting services totaling $75,000.


                                       18
<PAGE>

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


On June 30, 2003,  the Company  issued  120,000  shares of its $0.0001 par value
common stock to Board of Advisors for consulting services totaling $378,000.

On June 30, 2003, the Company issued  1,000,000  shares of its $0.0001 par value
common stock to Joseph Adrian for his salary totaling $50,000.

On June 30, 2003, the Company  cancelled 101,000 shares of its $0.0001 par value
common stock.

During the three month period ended June 30, 2003, the Company reduced  deferred
compensation by $231,715.

On July 17, 2003, the Company issued  1,000,000  shares of its $0.0001 par value
common  stock  as  part  of the  master  research,  development  and  consulting
agreement with Boris Muchnik in exchange for services of $125,000.

On July 24, 2003,  the Company and Dr. Qi Ao have  mutually  agreed to terminate
the  employment  agreement  effective  July 31, 2003. The Company issued 300,000
shares of its  $0.0001  par value  common  stock to cancel  the total  amount of
accrued executive compensation of $194,790 due to Mr. Qi Ao.

On July 25,  2003,  the Company  entered  into a six month  agreement  with Greg
Wilson for legal  services  valued at $25,000 in exchange for 200,000  shares of
the Company's $0.0001 par value common stock.

On August 18, 2003,  the Company  agreed to issue 150,000  shares of its $0.0001
par value common stock to Sprague  Agency in exchange  for  consulting  services
valued at $22,500. The shares were issued on October 24, 2003.

On August 28, 2003,  the Company  agreed to issue 200,000  shares of its $0.0001
par value common stock to Kraig  Washburn in exchange  for  consulting  services
valued at $27,400. The shares were issued on October 24, 2003.

On September 1, 2003,  the Company  agreed to issue 70,510 shares of its $0.0001
par value common stock to David Kerr in exchange for consulting  services valued
at $5,000. The shares were issued on October 24, 2003.

On September 19, 2003,  the Company issued  1,000,000  shares of its $0.0001 par
value common stock as part of the master  research,  development  and consulting
agreement with Boris Muchnik in exchange for services of $150,000.

During the three month period ended  September  30,  2003,  the Company  reduced
deferred compensation by $213,322.

On October 21, 2003,  the Company issued 116,667 shares of its $0.0001 par value
common stock to George  Dennison in exchange for consulting  services  valued at
$14,000.

On October 24, 2003,  the Company issued 250,000 shares of its $0.0001 par value
common  stock to Lara  Langley in exchange  for  consulting  services  valued at
$17,500.

On October 24, 2003, the Company issued a total of 420,510 shares of its $0.0001
par value  common  stock to Sprague  agency,  Kraig  Washburn  and David Kerr in
exchange for consulting services valued at $54,900.

On November  7, 2003,  the Company  issued  1,000,000  shares of its $0.0001 par
value common stock as part of the master  research,  development  and consulting
agreement with Boris Muchnik in exchange for services of $75,000.

On November 7, 2003,  the Company  issued 50,784 shares of its $0.0001 par value
common stock to Eric  Lindeman in exchange  for  consulting  services  valued at
$6,533.

During the three month period  ended  December  31,  2003,  the Company  reduced
deferred compensation by $219,584.


                                       19
<PAGE>

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


As of December 31,  2003,  there have been no other  issuances of common  and/or
preferred stock.

NOTE 15 - STOCK OPTIONS

As of December 31, 2003 and 2002, there were no warrants or options  outstanding
to acquire any additional shares of common stock.

NOTE 16 - 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. As of April 5,
2004, the Company  terminated the license agreement and has not accrued any debt
to 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.  As of September 30, 2003,
the contract was  terminated and the Company  accrued a contingent  liability of
$200,000. The terms of the contract are in dispute.

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 is still owed.

On July 17,  2003,  the  Company  executed a master  research,  development  and
consulting  agreement  with  Boris  Muchnik  for a period  of three  years.  Mr.
Muchnik's  compensation  package  for the  first  year  will  include a total of
3,000,000  shares of its  $0.0001  par value  common  stock to be issued  over a
period of nine months.  The first  installment of 1,000,000 shares is due within
30 days of the  effective  date  of the  contract.  The  second  installment  of
1,000,000  shares is due  within 30 days after  September  30,  2003.  The third
installment  of 1,000,000  shares is due within 30 days after November 17, 2003.
His  compensation  for the  second  and third  year is  2,500,000  shares


                                       20
<PAGE>


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


of its $0.0001 par value common stock per year to be issued at the anniversaries
of the  effective  date of the  contract.  As of December 31, 2003,  the Company
issued a total of 3,000,000 shares.

On  December  5,  2003,  the  Company  entered  into a contract  with  Alexander
Nigmatulin  for  scientific  research  and business  development  in the Russian
Federation.  The  contract  is for a  period  of 12  months  and the  amount  of
compensation  to be paid is  1,052,631  shares.  The  value of the  contract  is
$100,000.

NOTE 17 - SUBSEQUENT EVENTS

On January 5, 2004 the company  entered  into a services  contract  with Stanley
Drinkwater for strategic  negotiations  and business  development and consulting
activities. The contract is for a period of 12 months and the compensation to be
paid is 1,265,822 shares. The value of the contract is $100,000.

On January 9, 2004 the company entered into a 12 month contract with Wayne Haley
for business advisory and strategic consulting  services.  The contract is for a
minimum of 120 hours  over a period of 12 months and the amount of  compensation
to be paid is 616,438 shares valued at $45,000.  The shares were issued in March
2004.

On January 1, 2004,  the Company  entered into a two month  contract with George
Dennison to provide  consulting  services in exchange for 103,067  shares of the
Company's  $0.0001 par value common stock valued at the fair market value of the
services of $14,000. The shares were issued in March 2004.

On January 12, 2004 the company  entered  into a consulting  contract  with Mark
Muchnik for business consulting,  marketing and corporate  development services.
The  contract  is for a period of 3 months  and the  compensation  to be paid is
711,378 shares valued at $54,000. The shares were issued in March 2004.

On January 23, 2004, the company  entered into a legal  services  agreement with
Greg Wilson for a period of 12 months.  The compensation to be paid is 1,000,000
shares and the stated value of the services is $63,000.

On March 2, 2004,  the Company  entered  into a two month  contract  with George
Dennison to provide consulting services in exchange for $14,000 dollars worth of
the company's stock. The compensation for the services covered by this agreement
shall be $14,000 dollars of NSOL registered stock payable at the end of the term
of April 28,  2004 The  number of shares  to be issued  shall be  calculated  as
follows:  The 20 day  moving  average  price of the stock on the last day of the
term  multiplied by a risk discount factor of 20% and rounded to the closest 1/2
cent.

On March 31, 2004,  The Company  entered  into a contract  with Seth Farbman and
Shai Stern for Edgar  consulting and advisory  services.  The contract period is
for 6 months and the  compensation to be provided is 85,000 shares and a warrant
to purchase an additional 200,000 shares at .30 per share.

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

      As of January 8, 2004 the following notes are included;

      1-2-2002 Demand Promissory Note for $275,000

      8-19-2002 Demand Promissory Note for $10,000

      9-27-2002 Demand  Promissory Note for $100,000  5-1-2002 Demand Promissory
      Note for 100,000

      10-16-02 Credit line (approximate balance $408,500)

      The total  amount  owed as of  January  8, 2004  including  principal  and
      interest is calculated to be $973,135.42


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