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

                                    FORM 8-K

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                        Date of Report: December 6, 2004


                             NUCLEAR SOLUTIONS, INC.
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             (Exact Name of registrant as specified in its Charter)


         Nevada                    0-31959                        88-0433815
------------------------       -------------------           -------------------
(State of Incorporation)       Commission File No.             (IRS Employer
                                                             Identification No.)


5505 Connecticut Ave., N.W. Ste.191, Washington,D.C.                20015
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(Address of principal executive offices)                         (Zip Code)


Registrants telephone number, (202) 787 - 1951
                              ----- ---   ----

                      (Registrants former name and address)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions below:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17CFR 240-14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240-13e-4(c))



ITEM 3.02    UNREGISTERED SALES OF EQUITY SECURITIES

         On  December 2, 2004,  we sold  200,000  shares of our common  stock to
Crestview  Warrant Fund,  LP for $60,000.  This stock sale  originated  from the
exercise of a common stock  purchase  warrant that we had  originally  issued to
Vintage  Filings,  LLC on April  16,  2004.  Vintage  assigned  the  warrant  to
Crestview on November 5, 2004.

         We believe these securities were sold in a private transaction pursuant
to Section 4(2) of the Securities Act of 1933, as amended,  (the, "Act") and are
deemed   restricted   securities  and  may  not  be  publicly  resold,   without
registration under the Act or unless exempt from the registration requirements.


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                      Nuclear Solutions, Inc.
Dated: December 6, 2003

                                                      By: /s/ Patrick Herda
                                                      -----------------------
                                                      Name:   Patrick Herda
                                                      Title:  President