10KSB

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

                                   FORM 10-KSB

(Mark One)

      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934 For the fiscal year ended December 31, 2005.


      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.)


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



Issuer's telephone number, (202) 787-1951
                           -----------------------------------------------------

        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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined by
Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]

The issuer had operating revenues of $302,500 for the year ended December 31,
2005.

This report contains a total of___ pages. The Exhibit Index appears on page
____.

As of December 31, 2005, there were 43,965,863 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 $42,037,945 based on the average of the bid and ask
price as quoted on the OTC Electronic Bulletin Board on December 31, 2005. The
sum excludes the shares held by officers, directors, and stockholders whose
ownership exceeded 10% of the outstanding shares at December 31, 2005, 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.





                             Nuclear Solutions, Inc.
                                   FORM 10-KSB
                                December 31, 2005


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

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

PART II......................................................................

ITEM 5.  Market for Common Equity, Related Stockholder Matters and Small
         Business Issuer Purchases of Equity Securities......................
ITEM 6.  Management's Discussion and Analysis or Plan of Operation..........
ITEM 7.  Financial Statements................................................
ITEM 8.  Changes In and Disagreements With Accounting and Financial
         Disclosure..........................................................
ITEM 8A. Controls and Procedures.............................................
ITEM 8B. Other Information...................................................

PART III.....................................................................

ITEM 9.  Directors, Executive Officers, Promoters, and Control
         Persons: Compliance with Section 16(a) of the Exchange Act........
ITEM 10. Executive Compensation.............................................
ITEM 11. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters.........................................
ITEM 12. Certain Relationships and Related Transactions.....................
ITEM 13. Exhibits............................................................
ITEM 14. Principal Accounting Fees and Services..............................
SIGNATURES...................................................................
EXHIBIT INDEX................................................................




                                       2



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, nuclear remediation and synthetic
ethanol production.

         (b) Business of the Issuer.

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 have 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 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.



                                       3



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 to 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.

During 2004, the company filed two U.S. patent applications for our (Tritiated
Water Remediation)TWR technology that are currently pending; and to date, we
have filed three U.S. patent applications for our Nuclear Weapons Detection
Technology. Furthermore, the company expects to file additional patent
applications in 2006 for our TWR technology, Nuclear Weapons Detection
Technology, and our Nuclear Micro Battery Technology.

On March 15, 2005, we entered into a License Agreement with I.P. Technology
Holding, Inc.(IPTH), a New Jersey corporation. We granted I.P. Technology a
limited license for the right to the purchase and resell products based on our
patent pending technology for the detection of shielded fissile nuclear
materials to all non-federal police and fire agencies in the United States for
the patent life of the technology.

Additionally, IPTH has the right to sub-license their rights under the terms of
the license with the approval of the company. IPTH has agreed to pay Nuclear
Solutions the sum of Nine Million Seven Hundred Thousand ($9,700,000) Dollars
over a ten (10) year period, payable on a Bi-annual basis in the amount of
$485,000 Dollars, or more, until paid in full. To the extent this technology is
commercialized, we will be entitled to an Eight(8%) percent royalty payment on
all I.P. Technology Holding gross revenue related to this technology. On January
10, 2006 we modified the March 15, 2005 licensing agreement with I.P. Technology
Holding, Inc. Wherein license fees totaling $465,416 on December 31, 2005 were
deferred until April 2006 and IPTH's payment schedule was changed to bi-annual.



                                       4



We continued our strategic relationship with Multipartner, S.P.A, an Italian
Corporation, for consulting and developmental services in Europe; and as a
result of this relationship, we now have access to offices in Rome, Italy.
Currently we are poised to establish our European headquarters in Rome, Italy.
Our offices in Rome will serve as a base for our European operations from which
we intend to market our technologies, explore technologies being developed in
Europe, and utilize European technical resources for technology development
where applicable.

Additionally in 2005, we have worked with our Russian office and scientific
advisory board to explore additional technology and developmental opportunities
with the Russian scientific establishment. Previously we were researching the
expansion of our weapons detection technology portfolio by investigating the
acquisition of rights to a Russian developed Improvised Explosive Detection
Technology. We have elected to forgo pursuit of this technology in order to
focus resources on other projects.

During 2005, we continued 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. 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 Atomics 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.

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.



                                       5


Our significant assets include our technology license agreement with IP
Technology Holding, Inc. 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 TECHNOLOGIES:

GRAVIMETRIC SHIELDED NUCLEAR  MATERIAL/PORTABLE NUCLEAR WEAPON DETECTOR (Patents
Pending)

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. When the radiation emitted from these
materials is effectively shielded, detection by conventional means is not
possible.

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.

This technology is protected by three pending patent applications. We filed our
first patent application in October 2004. Subsequently we filed two additional
patent applications in January 2005. On October 18, 2005 we filed for our first
international patent on this technology via the Patent Cooperation Treaty (PCT).
We expect further development work on the intellectual property relating to this
technology and expect to file additional patents over the next twelve months.

On March 15, 2005, we entered into a License Agreement with I.P. Technology
Holding, Inc.(IPTH), a New Jersey corporation. We granted I.P. Technology a
limited license for the right to the purchase and resell products based on our
patent pending technology for the detection of shielded fissile nuclear
materials to all non-federal police and fire agencies in the United States for
the patent life of the technology.

Additionally, IPTH has the right to sub-license their rights under the terms of
the license with the approval of the company. IPTH has agreed to pay Nuclear
Solutions the sum of Nine Million Seven Hundred Thousand ($9,700,000) Dollars
over a ten (10) year period, payable on a Bi-annual basis in the amount of
$485,000 Dollars, or more, until paid in full. To the extent this technology is
commercialized, we will be entitled to an Eight(8%) percent royalty payment on
all I.P. Technology Holding gross revenue related to this technology. On January
10, 2006 we modified the March 15, 2005 licensing agreement with I.P. Technology
Holding, Inc. Wherein license fees totaling $465,416 on December 31, 2005 were
deferred until April 2006 and IPTH's payment schedule was changed to bi-annual.

Over the next 12 months our development plan for our gravimetric nuclear
material detector is as follows:

      -     Continue development of the related intellectual property and file
            additional patent applications.

      -     Secure funding of approximately $500,000 to $1.5M through debt or
            equity instruments to fund this project.

      -     Secure a strategic commercial development partner.



                                       6


      -     Build and demonstrate a proof-of principle prototype.

      -     Seek additional licensees.

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 (radioisotope
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. In January 2006, the company extended the license option rights under the
terms of the agreement until January 2007 in exchange for the payment of all
outstanding maintenance fees. When the company does choose to exercise its
rights under the licensing option 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.

Two of the three nuclear micro-battery patents the we hold a license option
for(Pat. Nos. 5,087,533; and 6,118,204) have expired as a result of non-payment
of patent maintenance fees by the prior assignee; however, the company has
engaged the law firm of Greenberg and Lieberman, P.C. to make application for
the revival of those patents and has paid all outstanding maintenance fees. The
patent revivals are currently in process and we anticipate receiving further
information from the USPTO within the next twelve months. We are currently
developing the next generation of nuclear micro-battery technology that could
render the previous patents obsolete. However, the reinstatement of the expired
patents could offer an additional opportunity to block our competition from this
market.

Subsequent to entering the licensing option agreement in November of 2003, 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. Previously, we anticipated
finalizing a teaming relationship with Lawrence Livermore National Laboratories
in 2005. This was not accomplished, due to lack of working capital to fund this
development program in 2004. Management anticipates funding and launching this
teaming relationship in 2007.

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, Betabatt) 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%. Furthermore, another limitation of conventional betavoltaic
batteries and P-N junction devices 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.



                                       7


We are aware of several types of nuclear batteries in development. By
organizations such as Lucent, The University of Wisconsin, and Trace Photonics,
Inc. and Betabatt, 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.

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 this technology will receive any additional patents or that the
technology can be successfully commercialized.

Over the next 12 months we plan on raising capital in the amount of $500,000 to
$1,000,000 to fund the development of our nuclear micro-battery technology. We
also plan on funding a development program with Lawrence Livermore National
Laboratory to build new battery prototypes intended for Micro-Electro-Mechanical
Systems(MEMS) applications. We anticipate raising the money to fund this project
through a combination of debt and equity financing.

TRITIATED WATER REMEDIATION TECHNOLOGY (TWR) (Patents Pending)

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 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.

During 2004 we filed 2 patent applications with the United States Patent and
Trademark Office to secure the rights to the tritium remediation technology and
the technology is now patent pending. IN 2005 these patent applications
published and are still pending. Additionally in 2005 we filed 2 international
patent applications based on our previously filed U.S. Patent Applications. Over
the next 12 months we plan on developing this technology further and filing for
additional patent protection. However, 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.

Over the next 12 months we plan on raising capital in the amount of
approximately $500,000 to fund the further development and proof-of-principal
demonstration of our tritiated water remediation technology. We anticipate
raising the money to fund this project through a combination of debt and equity
financing.

Progress in the development of our technologies have been slower than expected
due to the lack of personnel and lack of working capital. We anticipate
increasing staffing levels over the next 12 months. We estimate that with
working capital of $2,000,000 dollars at least one of our technologies will be
fully demonstrable and ready for commercial licensing within 18 months.

Entering the Renewable Fuels Sector with Fuel Frontiers, Inc. (formerly Future
Fuels, Inc.)

Introduction

In 2005 the company entered the renewable fuels business through a new
subsidiary called Fuel Frontiers, Inc. (formerly known as Future Fuels, Inc.).
The primary business of Fuel Frontiers, Inc. (FFI) is to plan, design, finance,
construct, and operate multiple ethanol synthesis facilities worldwide to
transform virtually cost-free waste materials such as used tires, waste coal,
solid and liquid municipal wastes, biomass, and other similar low-value societal
refuse into high-value fuel-grade ethanol.

Initially, we plan on focusing our efforts in the proximity of the east and west
coasts of the United States. Over the next twelve months, we anticipate
expanding our project development efforts internationally as opportunities arise
and as our capital and human resources permit.



                                       8


We intend to build our facilities with modular expansion capability to allow for
increased future production and/or gasification of additional or diverse
feedstock (waste materials). As of the date of this report, we are currently in
negotiations to retain CH2MHILL/ Lockwood Greene for design engineering,
procurement, construction, and production operations for our first facility in
the planning stages at Toms River, NJ. As a matter of policy and our business
model, we intend to outsource engineering, procurement, construction as well as
daily facility management and operations of any future facilities to qualified
providers such as CH2MHILL/Lockwood Greene or other similar companies.

Due to the business model differences between the parent company Nuclear
Solutions, Inc. and its subsidiary Fuel Frontiers, Inc., management anticipates
establishing an exploratory committee to periodically evaluate if and when
business conditions warrant a formal spin-off of FFI as a separately registered
public entity. It is anticipated that the key criteria which will be used to
make this determination may include; facilitating access to capital in a manner
consistent and suitable for the company's specific business environment,
allowing for a clearer assessment of each company's respective financial
performance, encouragement of separate corporate cultures, increased management
independence with specialized focus towards core business operations and the
potential for establishing equity-based employee incentive programs linked
directly and independently to the employees respective employer.

System Overview

The FFI approach for the production of ethanol occurs in two stages. In the
first stage the feedstock material is fed into the Startech Plasma Converter
System (PCS) which transforms the feedstock material into Plasma Converted Gas
(PCG) (TM), a synthesis gas. FFI entered into a global strategic alliance with
Startech Environmental Corporation that includes the use of this technology. The
heart of Startech's Plasma Converter System contains a plasma field that reaches
temperatures up to 30,000 degrees Centigrade. The plasma breaks down feedstock
materials--such as waste coal, used tires, wood wastes, raw sewage, municipal
solid wastes, biomass, low-grade waste-coal, and other agricultural
by-products--to their core elements in a clean and efficient manner which
generates significant amounts of PCG (synthesis gas). Excess heat energy is
removed from the resulting PCG and recovered to generate electricity on-site
which can be used to provide power to the system. The cooled PCG is then refined
for purity and passed to the second stage. In the second stage, the refined PCG,
which is composed primarily of carbon, hydrogen and oxygen, is converted into
ethanol though a modified Fischer-Tropsch gas-to-liquids synthesis process
similar in nature to one Dow Chemical pioneered in the mid 1980s. The process
applies a metallic catalyst to chemically transform the Plasma Converted Gas
into ethanol which is then refined to fuel-grade ethanol standards. This
approach is not entirely new; as early as 1936 in Germany Fischer-Tropsch
technology was used with coal-produced synthesis gas to produce alcohols on a
commercial scale.

The FFI approach to ethanol production differs from other approaches for ethanol
production mainly because our system can utilize feedstock materials that are
normally considered waste to society and typically have negligible or no value
and we do not employ a biomass based fermentation process that is typical in the
ethanol production industry. Since we can utilize feedstock virtually free of
cost, our feedstock economic model is highly immune to the uncertainties of
weather, seasonality and competing market forces. The ability to use waste
materials is a benefit of the Startech Plasma Converter System (PCS). The PCS
system has the proven capability to transform a wide variety of waste materials
into the Plasma Converted Gas (PCG) (synthesis gas) in an efficient and
environmentally friendly manner.

Accomplishments to Date

Nuclear Solutions, Inc. concluded the legal formation of an independent
subsidiary under the name Future Fuels, Inc. (FFI) on September 2, 2005.
Subsequently on March 31, 2006, the subsidiary's name was changed to Fuel
Frontiers, Inc. (FFI) and the website at www.fuelfrontiers.com was launched.

On September 23, 2005, the company appointed John C. (Jack) Young, an officer of
Nuclear Solutions, Inc., as president of FFI.

On November 3, 2005, FFI signed a land lease agreement with Venture III
Associates, a New Jersey General Partnership, and a permit and feedstock
agreement with Ocean County Recycling Center, Inc., a New Jersey corporation.



                                       9


FFI committed to a fifteen-year lease with Venture III Associates, renewable for
up to 90 years, for an approximate six-acre site in Toms River, New Jersey to
build a proposed 52 million gallon waste-to-ethanol production facility in
exchange for 1,000,000 shares of FFI common stock, deferred until June 30, 2006.
When the facility commences ethanol production, the company agrees to pay rent
of $240,000 dollars annually in equal monthly installments, plus three (3%)
percent of the net operating profit.

FFI entered into an exclusive feedstock agreement with Ocean County Recycling
Center (OCRC) in which OCRC agreed to supply FFI with 117,000 to 165,000 tons
per year of suitable feedstock materials for a proposed 52 million gallon
waste-to-ethanol production facility in Toms River, New Jersey in exchange for
FFI converting the materials into synthesis gas. Additionally, FFI also agreed
to pay approximately $14.00 per ton of oversized feedstock materials which shall
not exceed 2% of the total yearly feedstock stream. The feedstock agreement also
secures FFI access to pre-approved state and local environmental permits to
operate the facility, pending standard building permits and procedural, final
consent from necessary regulatory agencies, as well as the on-site, immediately
available source of feedstock suitable for conversion into ethanol.

On November 9, 2005, FFI received preliminary approval for $84 million in
tax-exempt bond financing by the New Jersey Economic Development Authority.
After the statutory ten-day review period by the Governor's office, the
preliminary bond approval was fully executed and officially adopted by the state
of New Jersey on December 5, 2005. The official resolution approval enables FFI
to proceed with a number of due diligence steps--including the bond rating,
underwriting, and placement process--necessary to secure the funds. The
tax-exempt bonds will be used for the design, construction, and initial start-up
operations of the first-of-its-kind 52 million gallon waste-to-ethanol
production facility located in Toms River, New Jersey.

On January 11, 2006, former Managing Director of the New Jersey Economic
Development Authority Frank Mancini joined FFI's team as a consultant to
complete the bond underwriting process for the Toms River facility and to assist
in raising capital through municipal bonds to launch additional waste-to-ethanol
production facilities at other potential sites in the northeast, midwest and on
the west coast. It is anticipated, but not guaranteed, that financing through
the issuance of the bonds will be secured and is among the major priorities
moving forward.

In addition to developments pertaining to financing, FFI entered into a contract
with Tennessee-based Eco-Energy, Inc. on December 15, 2005 for the sale of 50
million gallons of ethanol per year. The ethanol purchase contract between FFI
and Eco-Energy, Inc. was revised on February 27, 2006 to lock-in a 10-year
commitment. Eco-Energy would be purchasing approximately all of the annual
production or output of FFI's waste-to-ethanol facility once operational in Toms
River, New Jersey.

In terms of technology, FFI and Connecticut-based Startech Environmental
Corporation concluded a mutually-exclusive global strategic alliance on March
13, 2006 through which FFI gains access to Startech's innovative, proven and
proprietary Plasma Converter System. Both FFI and Startech agreed to cooperate
in identifying and pursuing business opportunities in which Startech's products
and equipment are integrated with FFI's equipment and production process to
operate waste-to-ethanol conversion facilities not only within the U.S. ethanol
market but also internationally.

On March 28, 2006, Fred Frisco joined the FFI team to assist with worldwide
investor relations.

On April 4, 2006, FFI retained the consulting services of ethanol expert Douglas
A. Durante to provide information and data about the ethanol industry and advise
us on the challenges and opportunities we face as we develop and pursue options
for entering and supplying the ethanol market.

Within the framework of our business model to launch additional waste-to-ethanol
production facilities at other potential sites in the northeast, midwest and on
the west coast, FFI announced on April 10, 2006 that it had entered into an
agreement with Ambient Energy Corporation (Ambient) to begin securing a
potential site with abundant waste coal feedstock in eastern Pennsylvania for a
250 million gallon per year waste-to-ethanol production facility. This facility
would be in addition to the one under development in Toms River, New Jersey.

Over the next twelve months, we anticipate that FFI's development efforts will
continue to focus on finalizing plant designs as well as securing financing and
additional locations. These two key elements will play critical roles in the
establishment of FFI's first waste-to-ethanol conversion facility, which, in
turn, will serve as a prototype for launching additional facilities at other
potential sites domestically and internationally. While we believe that the
appropriate technologies for waste-to-ethanol conversion are commercially
available, there is, however, no guarantee that commercially available
technologies will be appropriate in every instance for producing ethanol in
FFI's proposed facility. Moreover, there could be unexpected problems or delays
in the funding, construction and operation of the facility. There is no
guarantee that FFI will be successful in raising the capital required for this
project through the underwriting of the bond authorization for which it has been
approved. Over the next twelve months we anticipate that FFI will require a
minimum of approximately $1,000,000 to sustain operations. We anticipate raising
this money through debt and/or equity financing.



                                       10


Our Employees

For the year ended December 31, 2005, we have relied on the services of outside
consultants for services and currently have one full time employee. In order for
us to attract and retain quality personnel, we anticipate we will have to offer
competitive salaries to future employees. We do anticipate our employment base
will increase to approximately 5 full time employees as some contractors convert
to employee status during the next 12 months. As we continue to expand, we will
incur additional cost for personnel. This projected increase in personnel is
dependent upon our generating revenues and obtaining sources of financing. There
is no guarantee that we will be successful in raising the funds required or
generating revenues sufficient to fund the projected increase in the number of
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 two executive officers. Patrick Herda is the President and Chief
Executive Officer. Jack Young is our Vice President for Corporate Development.
In addition to the named officers, we retain the following independent
contractors and consultants: 24- technical and scientific, 5-business
consultants, 1-lobbyist, 4-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.

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.

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" below, 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

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.



                                       11


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.

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.

Our products and technologies are still in development and there can be no
assurances as to when and whether we will be able to commercialize our products
and technologies. Our technologies have never been utilized on a large-scale
commercial basis.

Over the next 12 months we expect that we will continue to generate losses until
at least such time as we can generate additional revenue. 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 company with limited
resources, we are subject to all risks inherent with the establishment of a
developing or new business. The 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.



                                       12


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
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


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.

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, 2005, 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.



                                       14


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.

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
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.



                                       15


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

Unless we are able to secure additional funding for operations and payment of
officers salaries, we cannot guarantee that we will be able to retain current
management or attract additional personnel and 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 1025 Connecticut Ave NW, Suite 1000
Washington, DC 20036 and our principal mailing address is 5505 Connecticut Ave
NW, #191, Washington, DC 20015.

We have arranged for office facilities on a month-to month agreement whereby we
can utilize office space, conference rooms, and other facilities on an ad-hoc
basis. The square footage of the facility is approximately 8,000 Sq ft. and
approximately 1,500 is shared. The annual cost is approximately $44,400. We
anticipate requiring additional office space over the next 12 months.

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 fiscal year 2005 and 2004. 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 OTC BB Historic Data source.



                                       16


Table 1.

Bid Information


Fiscal Quarter Ended                          Low              High
- --------------------                          ---              ----

December 31, 2005                             0.86             1.10
September 30, 2005                            0.81             1.15
June 30, 2005                                 0.57             1.07
March 31, 2005                                0.71             1.17

December 31, 2004                             0.45             1.98
September 30, 2004                            0.10             0.52
June 30, 2004                                 0.15             0.38
March 31, 2004                                0.063            0.35

(a) Holders.

         Our company has approximately 1,859 shareholders of its common stock as
of December 31, 2005 holding 43,965,863 common shares.

(b) 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.

(c)      Recent Sales of Unregistered Securities

         All sales of unregistered securities have been previously reported in
our filed periodic reports filed with the Securities & Exchange Commission on
Forms 8-K and 10-QSB.


(d) Securities Authorized for Issuance under Equity Compensation Plans

The following table summarizes our equity compensation plan information as of
December 31, 2005. Information is included for equity compensation plans not
approved by our security holders.

Table 1.

Equity Compensation Plan Information



    ------------------------------ -------------------------- --------------------------- --------------------------
    Plan Category                  Number of  Securities  to  Weighted-average            Number   of    Securities
                                   be issued  upon  exercise  Exercise price of           remaining  available  for
                                   of  outstanding  options,  outstanding options,        future issuance under
                                   warrants and rights        warrants, and rights        equity compensation
                                                                                          plans (excluding
                                                                                          securities  reflected  in
                                                                                          column (a)

                                           (a)                          (b)                        (c)
    ------------------------------ -------------------------- --------------------------- --------------------------
                                                                                 
    Equity Compensation Plans
    approved by security holders           None                       None                        None
    ------------------------------ -------------------------- --------------------------- --------------------------
    Equity Compensation Plans
    not   approved   by  security   5,500,000 (1)               $ 0.62                     2,559,891
    holders                         4,000,000 (2)               $ 0.74                     -0-
    ------------------------------ -------------------------- --------------------------- --------------------------
    Total                           5,500,000                                              2,559,891
    ------------------------------ -------------------------- --------------------------- --------------------------



(1) On August, 17, 2005, the company adopted a Stock Grant Plan. The plan
reserved 5,500,000 shares. The Plan was registered on a Form S-8 registration
statement filed on November 16, 2004. The Plan is administered by our Board of
Directors. Directors, officers, employees, consultants, attorneys, and others
who provide services to our Company are eligible participants. Participants are
eligible to be granted warrants, options, common stock as compensation. During
2005 we issued 2,940,109 shares from this plan to eleven individuals comprised
of employees, consultants, attorneys and others who provided services to our
company during 2005.



                                       17


(2) On November 10, 2004, the company adopted the 2005 Non-Qualified Stock Grant
and Option Plan. The Plan reserved 4,000,000 shares. The Plan was registered on
a Form S-8 registration statement filed on November 16, 2004. The Plan was
administered by our Board of Directors. Directors, officers, employees,
consultants, attorneys, and others who provide services to our Company are
eligible participants. Participants are eligible to be granted warrants,
options, common stock as compensation. During 2005, we issued 1,756,507 shares
form this plan to ten individuals comprised of employees, consultants, attorneys
and others who provided services to the company.

Item 6. Management's Discussion and Analysis or Plan of Operation.

When used in this Form 10-KSB and in our future filings with the Securities and
Exchange Commission, the words or phrases will likely result, management
expects, or we expect, will continue, is anticipated, estimated or similar
expressions are intended to identify forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Readers are
cautioned not to place undue reliance on any such forward-looking statements,
each of which speak only as of the date made. These statements are subject to
risks and uncertainties, some of which are described below. Actual results may
differ materially from historical earnings and those presently anticipated or
projected. We have no obligation to publicly release the result of any revisions
that may be made to any forward-looking statements to reflect anticipated events
or circumstances occurring after the date of such statements.

Plan of Operation

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

Since our products and technologies are still in development and there can be no
assurances as to when and whether we will be able to commercialize our products
and technologies. Our technologies have never been utilized on a large-scale
commercial basis.

Over the next 12 months we expect that we will continue to generate losses until
at least such time as we can generate additional revenue. 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. Until commercial operations are
established, no assurance can be given that the Company's technologies will be
commercially successful. Being a company with limited resources, we are subject
to all risks inherent with the establishment of a developing or new business.
The technologies we are developing may be regulated now or in the future by the
United States Government and may subject to regulatory requirements or export
restrictions. We are also subject to additional regulations concerning nuclear
technologies. Some of the technologies we develop may be subject to the Atomic
Energy Act of 1954.

The implementation of Company's business development phases outlined above will
be dependent on successful financing. Financing options may include a
combination of debt and equity financing. Equity financing may result in a
substantial equity dilution to existing shareholders.

REVENUES

During the year ended December 31, 2005, we recognized revenues of $302,500
resulting from our license sale to I.P. Technology Holding, Inc. This compares
to $0 in revenues for the same period ended December 31, 2004.

On March 15, 2005, we entered into a License Agreement with I.P. Technology
Holding, Inc.(IPTH), a New Jersey corporation. We granted I.P. Technology a
limited license for the right to the purchase and resell products based on our
patent pending technology for the detection of shielded fissile nuclear
materials to all non-federal police and fire agencies in the United States for
the patent life of the technology.



                                       18


Additionally, IPTH has the right to sub-license their rights under the terms of
the license with the approval of the company. IPTH has agreed to pay Nuclear
Solutions the sum of Nine Million Seven Hundred Thousand ($9,700,000) Dollars
over a ten (10) year period, payable on a Bi-annual basis in the amount of
$485,000 Dollars, or more, until paid in full. To the extent this technology is
commercialized, we will be entitled to an Eight(8%) percent royalty payment on
all I.P. Technology Holding gross revenue related to this technology. On January
10, 2006 we modified the March 15, 2005 licensing agreement with I.P. Technology
Holding, Inc. Wherein license fees totaling $465,416 on December 31, 2005 were
deferred until April 2006 and IPTH's payment schedule was changed to bi-annual.

While the total revenue under the License Agreement is $9.7 Million over a
ten-year period, management has elected to recognize the license revenue on a
cash basis. We have made this election because IPTH is a start-up enterprise and
this raises the level of risk and uncertainty regarding the ultimate
collectibility of the $9.7 million Dollars over a ten-year period. At this time,
we believe this conservative approach is prudent. Management will re-evaluate
this financial treatment on a quarterly basis.

Business Concentration

The Company did not have any sales during the year ended December 31, 2004. For
the year ended December 31, 2005, the balance of all accounts receivables was
from one customer.

OPERATING EXPENSES

Operating expenses for the period ended December 31, 2005 were $4,012,156 and
compares to 2,078,392 for the same period ended December 31, 2004. Included in
the year ended December 31, 2005 are $2,917,791 and $515,140 in expenses for
consulting fees and legal fees respectively. This compares to $1,321,376 in
consulting fees and 349,300 in legal fees for the year ended December 31, 2004.
The increase in expenses is attributed to the increased market valuation of
equity securities issued for pre-existing obligations and increased business
activity. Legal fees were higher due to increased activity in the development of
intellectual property and filing of patent applications.

During the year ended December 31, 2005 we incurred losses of $3,880,269. This
compares to losses of $2,388,466 for the year ended December 31, 2004. These
expenses were associated principally with equity-based compensation to employees
and consultants, product development costs and professional services. As a
result of limited capital resources from its inception, the Company has relied
on the issuance of equity securities to non-employees in exchange for services.

The Company's management enters into equity compensation agreements with
non-employees if it is in the best interest of the Company under terms and
conditions consistent with the requirements of Financial Accounting Standards
No. 123, Accounting for Stock Based Compensation. In order conserve its limited
operating capital resources, the Company anticipates continuing to compensate
non-employees for services during the next twelve months. This policy may have a
material effect on the Company's results of operations during the next twelve
months.

Liquidity and Capital Resources

As of December 31, 2005, we had a working capital deficit of $3,677,940. This
compares to a working capital deficit of $ 3,267,597 as of December 31, 2004. As
a result of our operating losses for the year ended December 31, 2005, we
generated a cash flow deficit of $100,899 from operating activities. Cash flows
used in investing activities was $0 during the period. Cash flows provided by
financing activities were $47,575 on proceeds from short-term notes payable for
the year ended December 31, 2005.

In addition to the revenue provided by the license agreement with IPTH,
additional financing is required in order to meet our current and projected cash
flow deficits from operations and development. We are seeking financing in the
form of equity in order to provide the necessary working capital. We currently
have no commitments for financing. There is no guarantee that we will be
successful in raising the funds required. We intend to use the proceeds derived
from revenues or financing to pay salaries, and general and administrative
expenses to maintain the core operations of the company. By adjusting our
operations and development to the level of capitalization, we believe that the
annual expected license revenue of $970,000 if collected will be sufficient to
sustain the basic company operations over the next 12 months.

Management believes it has sufficient capital resources to meet projected cash
flow deficits through the next twelve months. However, if thereafter, we are not
successful in generating sufficient liquidity from operations or in raising
sufficient capital resources, on terms acceptable to us, this could have a
material adverse effect on our business, results of operations liquidity and
financial condition.




                                       19


Auditors' opinion expresses doubt about the Company's ability to continue as a
going concern. The independent auditors report on the company's December 31,
2005 financial statements included in this Form states that the Company's
recurring losses raise substantial doubts about the Company's ability to
continue as a going concern.

Product Research and Development

We anticipate continuing to incur research and development expenditures in
connection with the development of nuclear micro-battery technology, shielded
nuclear material detector technology, tritiated water remediation technology
during the next twelve months. This includes, but is not limited to: $500,000 to
$1,000,000 for nuclear micro-battery technology, approximately $500,000 for
tritiated water remediation technology, and approximately $1,500,000 for the
shielded nuclear material detector technology.

These projected expenditures are dependent upon our generating revenues and
obtaining sources of financing in excess of our existing capital resources.
There is no guarantee that we will be successful in raising the funds required
or generating revenues sufficient to fund the projected costs of research and
development during the next twelve months.

Acquisition or Disposition of Plant and Equipment

We do not anticipate the sale of any significant property, plant or equipment
during the next twelve months. We do not anticipate the acquisition of any
significant property, plant or equipment during the next 12 months.

From our inception through the period ended December 31, 2005, we have relied on
the services of outside consultants for services and currently have one full
time and one part time employee. In order for us to attract and retain quality
personnel, we anticipate we will have to offer competitive salaries to future
employees. We do anticipate our employment base will increase to approximately 5
full time employees as some contractors convert to employee status during the
next 12 months. As we continue to expand, we will incur additional cost for
personnel. This projected increase in personnel is dependent upon our generating
revenues and obtaining sources of financing. There is no guarantee that we will
be successful in raising the funds required or generating revenues sufficient to
fund the projected increase in the number of employees.

Inflation

The effect of inflation on our operating results was not significant. Our
operations are located in North America and there are no seasonal aspects that
would have a material effect on our financial condition or results of
operations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Item 7. Financial Statements.

Our Consolidated Financial Statements, together with the report of independent
auditors thereon are presented as a separate section of this Form 10-KSB.

Item 8. Changes In and Disagreements with Accountants on Accounting and
        Financial Disclosure.

On November 19, 2004, the Registrant's certifying independent accountant,
Beckstead & Watts, LLP. was dismissed. The financial statements reported on by
Beckstead & Watts, LLP were not subject to an adverse or qualified opinion, or a
disclaimer of opinion and were not modified as to uncertainty, audit scope or
accounting principles during the preceding two fiscal years, and interim
periods, with the exception that Beckstead & Watts, LLP did issue a going
concern opinion which appears Note 3 of the Company's financial statements which
are a part of the Form 10-KSB Annual Report for the period ending December 31,
2003. There were no disagreements related to accounting principles or practices,
financial statement disclosure, internal controls or auditing scope or procedure
during the preceding two fiscal years and interim periods, including the interim
period up through the date the relationship ended. On November 19, 2004, we
engaged the independent certifying accountant firm named Russell, Bedford,
Stefanou, Mirchandani, LLP.

Item 8A. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.

As of the end of the reporting period, December 31, 2005, 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-15(e) 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.



                                       20


(b) Changes in Internal Control.

         Subsequent to the date of such evaluation as described in subparagraph
(a)above, there were no 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.

(c) Limitations.

         Our management, including our Chief Executive Officer and Chief
Financial Officer, does not expect that our disclosure controls or internal
controls over financial reporting will prevent all errors or all instances of
fraud. A control system, no matter how well designed and operated, can provide
only reasonable, not absolute, assurance that the control system's objectives
will be met. Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within our company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Controls can also be circumvented by the individual acts of
some persons, by collusion of two or more people, or by management override of
the controls. The design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and any design may not
succeed in achieving its stated goals under all potential future conditions.
Over time, controls may become inadequate because of changes in conditions or
deterioration in the degree of compliance with policies or procedures. Because
of the inherent limitation of a cost-effective control system, misstatements due
to error or fraud may occur and not be detected.

ITEM 8B. Other Information:

         On June 2, 2005, the company engaged the services of Nick Devito for
business development and financial consulting services in exchange for 205,554
registered shares valued per the terms of the contract at $111,000. On August
22, 2005 the shares were issued and the contract paid.

         On January 10, 2006 the Company along with President Herda modified the
March 15, 2005 licensing agreement with I.P. Technology Holding, Inc. Wherein
IPTH's payment schedule was changed to bi-annual, all product placements by IPTH
shall be co-branded with the Company, and 20% of IPTH payments may be used for
executive compensation. Herda irrevocably assigned all deferred compensation
owed by the Company to IPTH and Company guaranteed a minimum of $80,000 salary
annually to Herda for the 2006 fiscal year.


                                    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 Nuclear Solutions,
Inc.

(a)   Directors and Executive Officers

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

Name                    Age      Position(s)
- ----                    ---      -----------
Patrick Herda           36       President, CEO, Chairman, Director, Secretary
John Dempsey (1)        63       Vice President, CFO, Treasurer, Director
John Powers, Ph.D.      71       Director
Jack Young (2)          76       Vice President



                                       21


Note 1. John Dempsey took an overseas assignment with the U.S. Dept. of State
and temporarily resigned his company positions effective September 5, 2005. On
September 5, 2005, John Dempsey, Vice-President and Director took a sabbatical
and temporarily resigned to accept a six to twelve month assignment from the
U.S. Department of State. Mr. Dempsey is temporarily assigned as the Engineering
Advisor to the Iraq Ministry of Electricity for the Iraq Reconstruction
Management Office of the U.S. Department of State. Mr. Dempsey is expected to
resume his full duties as an officer and Director in September 2006. Mr. Herda
will be acting as the Chief Financial Officer until a suitable replacement is
named.

Note 2. On September 2, 2005, Jack Young was appointed president of Fuel
Frontiers, Inc., the totally owned subsidiary of Nuclear Solutions, Inc.

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 skill set that combines business and 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. His range of experience includes business, general 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.

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, Dempsey served as a Director, President, and CEO. From
January 2002 to July 2002 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. Dempsey has agreed to devote
approximately Seventy 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, Dempsey held various positions with Bechtel Power Corp., primarily
managing construction and start-up of major nuclear and fossil-fueled power
projects worldwide. Dempsey graduated with a B.S. from the U.S. Naval Academy
and was selected by Admiral Rickover to serve as a commissioned officer on
nuclear submarines. He subsequently received certification from the U.S.N.
Nuclear Power School, and then served aboard the U.S.S. Sargo and the U.S.S.
Seadragon. Later, he earned certificates in Nuclear Engineering from MIT and
Georgia Tech. Dempsey is also registered with the State of California as a
professional nuclear engineer and a professional mechanical engineer.



                                       22


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.

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


                                       23


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 known.

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

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

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

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10% of
the Company's Common Stock, to file with the Securities and Exchange Commission
initial reports of beneficial ownership and reports of changes in beneficial
ownership of Common Stock of the Company. Officers, directors and greater than
10% shareholders are required by the Securities and Exchange Commission to
furnish the Company with copies of all section 16(a) reports they file.

         We received no reports covering purchase and sale transactions in our
common stock during 2005, and we believe that each person who, at any time
during 2005, 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 2005, except as follows:

            (1)   Mr. Herda transferred 1,000,000 shares to H Holdings, LLC., in
                  connection with an outstanding loan obligation on February 26,
                  2006.

            (2)   Mr. Herda and Young did not File Forms 5 during 2005.


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.



                                       24


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

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

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

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

         o        Compliance with applicable governmental laws, rules and
                  regulations,

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

         o        Accountability for adherence to the Code.


Item 10. Executive Compensation.


The following table sets forth the compensation of the executive officers for
the year ended December 31, 2005.

Summary Compensation Table



                                     Annual Compensation   Long-term Compensation
                                     -------------------   -----------------------
                        Fiscal       Salary/               Stock
Name                    Year         Fees          Bonus   Awards (#)      Options(#)
                                     -------------------------------------------------
                                                                 
Patrick Herda(1)        2005         $53,263(1)      -0-     -0-               -0-
John Dempsey(2)         2005         $21,500(2)      -0-     -0-               -0-
John Powers             2005           -0-           -0-     -0-              250,000(3)
Jack Young              2005           -0-           -0-     -0-               -0-


(1) Patrick Herda as the President has an annual base salary of $150,000,
however only $53,263 was paid, the balance was accrued. As of December 31, 2005,
Mr. Herda's accrued unpaid compensation was $542,987. As of January 1, 2006, Mr.
Herda has an annual base salary of $110,000.

(2) John Dempsey, a vice-president, has an annual base salary of $120,000.
During the year ended December 31, 2005, Mr. Dempsey was paid $21,500 of his
salary and the unpaid balance is accruing as a corporate obligation. As of
December 31, 2005, Mr. Dempsey's accrued unpaid compensation was $367,132.

(3) On July 22, 2005, we issued John Powers, a company officer and director,
250,000 common stock options. The options are immediately exercisable at Ten
($0.10) Cents per share. The option expires on July 22, 2007. This option grant
was valued as $162,500 and charged to executive compensation.

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, 2005. Beneficial Ownership of more than 5% based on
43,965,863 common shares.

Beneficial Ownership of 5%.

(a) Our stock transfer agency records do not list any shareholders owning five
percent or more of our common stock.



                                       25


(b) Security Ownership of Management. Based on 43,965,863 shares as set forth in
(a) above as of December 31, 2005.




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                50,000                 0.11%
                          Suite 191
                          Washington, DC 20015

Patrick Herda             5505 Connecticut Ave NW             1,000,000(1)              2.27%
                          Suite 191
                          Washington, DC 20015

John Powers               5505 Connecticut Ave NW               270,000(2)              0.61%
                          Suite 191
                          Washington, DC 20015

Jack Young                5505 Connecticut Ave NW                -0-                    0.0%
                          Suite 191
                          Washington, DC 20015

         Total                                                1,320,000                 3.0%



(1) Mr. Herda transferred 1,000,000 shares to H Holdings, LLC., in connection
with an outstanding loan obligation on February 26, 2006.

(2) Represents 20,000 common shares and 250,000 common stock options.

(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 July 22, 2005, we issued John Powers, a company officer and
director, 250,000 common stock options. The options are immediately exercisable
at Ten ($0.10) Cents per share. The option expires on July 22, 2007. We valued
the option grant at $162,500.

         On December 23, 2004, we issued John Dempsey, a company director and
vice president, 150,000 common shares valued at $46,500.

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

         The 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
except as may be required by our Code of Ethical Conduct.



                                       26


(b) Certain Business Relationships.

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

(c) Indebtedness of Management.

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

(d) Transactions with Promoters. None.


Item 13. Exhibits

         (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

         21       List of subsidiaries

         23.1     Consent of Russell Bedford Stefanou Mirchandani LLP

         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.

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 during 2004 and 2005, Russell Bedford
Stefanou Mirchandani, LLP as our auditor for our fiscal year ending December 31,
2004.

                                    Year End 12-31-04         Year End 12-31-05
                                    -----------------         -----------------

Audit Fees                               $7,500                    $ 40,000
Audit-related Fees                         -0-                         -0-
Tax Fees                                   -0-                         -0-
All other fees                            $5,000                       -0-
Total Fees                               $12,500                   $ 40,000


AUDIT FEES. Audit fees consist of fees billed for professional services rendered
for the audit of the Company's consolidated financial statements and review of
the interim consolidated financial statements included in quarterly reports and
services that are normally provided by the Company's principal accountants in
connection with statutory and regulatory filings or engagements.

AUDIT-RELATED FEES. Audit related fees consist of fees billed for assurance and
related services that are reasonably related to the performance of the audit or
review of the Company's consolidated financial statements and are not reported
under "Audit Fees." There were no Audit-Related services provided in fiscal 2005
or 2004.

TAX FEES. Tax fees are fees billed for professional services for tax compliance,
tax advice and tax planning.

ALL OTHER FEES. All other fees include fees for products and services other than
the services reported above. There were no management consulting services
provided in fiscal 2005 or 2004.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Auditors

      The Company currently does not have a designated Audit Committee, and
accordingly, the Company's Board of Directors' policy is to pre-approve all
audit and permissible non-audit services provided by the independent auditors.
These services may include audit services, audit-related services, tax services
and other services. Pre-approval is generally provided for up to one year and
any pre-approval is detailed as to the particular service or category of
services and is generally subject to a specific budget. The independent auditors
and management are required to periodically report to the Company's Board of
Directors regarding the extent of services provided by the independent auditors
in accordance with this pre-approval, and the fees for the services performed to
date. The Board of Directors may also pre-approve particular services on a
case-by-case basis.

To our knowledge, the Company's principal accountant during 2005 did not engage
any other persons or firms other than the principal accountant's full-time,
permanent employees.

                                       27


                                   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: ______________, 2006


Nuclear Solutions, Inc.

By: Patrick Herda
Title: President, CEO, CFO, Director

         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.



                                                              __________, 2006
- ------------------------------
By: Patrick Herda
Title:President, CEO, CFO, Director


                                       28


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                       FINANCIAL STATEMENTS AND SCHEDULES

                           DECEMBER 31, 2005 AND 2004





                             NUCLEAR SOLUTIONS, INC.


                                      F-1



                             NUCLEAR SOLUTIONS, INC.

                          Index to Financial Statements



                                                                       Page No.
Report of Registered Independent Certified Public
   Accounting Firm                                                       F-3
Consolidated Balance Sheet at December 31, 2005                          F-4
Consolidated Statements of Losses for the years ended
   December 31, 2005 and 2004                                            F-5
Consolidated Statements of Deficiency in Stockholders'
   Equity for the two years ended December 31, 2005                   F-6 to F-7
Consolidated Statements of Cash Flows for the years
   ended December 31, 2005 and 2004                                      F-8
Notes to Consolidated Financial Statements                           F-9 to F-21




                                      F-2



                    RUSSELL BEDFORD Stefanou MIRCHANDANI LLP
                          Certified Public Accountants

REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTANTING FIRM


To the Board of Directors
Nuclear Solutions, Inc.
Washington, D.C.

We have audited the accompanying consolidated balance sheets of Nuclear
Solutions, Inc. and subsidiary (the "Company"), as of December 31, 2005 and the
related consolidated statements of losses, deficiency in stockholders' equity,
and cash flows for each of the two years ended December 31, 2005. These
financial statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements based upon
our audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (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 misstatements. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. 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 our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of the
Company as of December 31, 2005, and the results of its operations and its cash
flows for each of the two years ended December 31, 2005, in conformity with
accounting principles generally accepted in the United States of America.

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


                      /s/ RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                          Russell Bedford Stefanou Mirchandani LLP
                          Certified Public Accountants



New York, NY
March 16, 2006


                                      F-3


                             NUCLEAR SOLUTIONS ,INC
                             AND SUBSIDIARY COMPANY
                           CONSOLIDATED BALANCE SHEET

                                                                    December 31,
                                                                       2005
                                                                   ------------
ASSETS

Current assets:
  Cash                                                             $     22,696
  Accounts receivable, net of allowance of $0                            60,000
                                                                   ------------

Total current assets                                                     82,696

Property and equipment, net of accumulated
  depreciation of $15,906 (Note 5)                                       12,309

Other assets                                                              1,800
                                                                   ------------

Total assets                                                       $     96,805

                                                                   ============
LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued expenses                            $  1,635,714
  Accrued executive compensation (Note 6)                             1,052,786
  Convertible notes payable - related parties
  (Notes 8 and 9)                                                        39,000
  Convertible notes payable - other (Note 8)                          1,033,135

                                                                   ------------
Total current liabilities                                             3,760,635
                                                                   ------------

Commitments and contingencies (Note 11)                                      --

Deficiency in stockholders' equity (Note 10)
  Preferred stock, $0.0001 par value;
    10,000,000 shares authorized, no shares
    issued and outstanding                                                   --
  Common stock, $0.0001 par value;
    100,000,000 shares authorized, 43,965,863 shares
    issued and outstanding                                                4,396
  Additional paid-in capital                                          8,228,657
  Deferred equity based expense                                        (363,890)
  Accumulated deficit                                               (11,532,993)
                                                                   ------------

Total deficiency in stockholders' equity                             (3,663,830)
                                                                   ------------
Total liabilities and deficiency in
stockholders' equity                                               $     96,805
                                                                   ============

The accompanying notes are an integral part of the consolidated financial
statements.


                                      F-4


                             NUCLEAR SOLUTIONS, INC.
                             AND SUBSIDIARY COMPANY
                        CONSOLIDATED STATEMENT OF LOSSES



                                                 For the Year Ended December 31,
                                                      2005             2004
                                                 -------------    -------------
Revenue                                          $     302,500    $          --
                                                 -------------    -------------

Executive compensation                                 432,500          316,500
Consulting                                           2,917,791        1,321,376
Legal and professional fees                            551,565          379,300
General and administrative expenses                    104,817           55,910
Depreciation and amortization                            5,483            5,306
                                                 -------------    -------------
                                                     4,012,156        2,078,392
                                                 -------------    -------------

Loss from operations                                (3,709,656)      (2,078,392)

Other expenses
  Interest expense                                    (110,614)        (104,074)
  Finance costs                                        (60,000)        (206,000)
                                                 -------------    -------------

Loss before provision for income taxes              (3,880,269)      (2,388,466)

Provision for income taxes                                  --               --

Net loss                                         $  (3,880,269)   $  (2,388,466)
                                                 -------------    -------------

Basic and diluted loss per share                 $       (0.10)   $       (0.08)
                                                 =============    =============

Weighted average number of common shares
  outstanding, basic and diluted                    40,542,060       31,344,080
                                                 =============    =============


The accompanying notes are an integral part of the consolidated financial
statements.


                                      F-5


                             NUCLEAR SOLUTIONS, INC
                             AND SUBSIDIARY COMPANY
          CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS" EQUITY
                    FOR THE TWO YEARS ENDED DECEMBER 31, 2005





                                                     Common Stock                 Additional
                                              Shares             Amount         Paid-In Capital
                                        ----------------    ----------------    ----------------
                                                                              
Balance, December 31, 2003                    28,441,211    $          2,844    $      3,294,207


Shares issued for services                     8,357,435                 836           1,390,960


Shares cancelled                                (200,000)                (20)            (27,380)


Adjust value                                          --                  --              (5,668)


Fair value attributed to warrants
  issued with debt                                    --                  --              60,000


Fair value attributed to warrants
  issued for services                                 --                  --              74,227


Deferred compensation                                 --                  --                  --


Amortization of deferred compensation                 --                  --                  --


Net loss                                              --                  --                  --
                                        ----------------    ----------------    ----------------

Balance December 31, 2004                     36,598,646    $          3,660    $      4,786,346




Shares issued for services                     4,402,940                 440           2,689,467


Beneficial conversion discount-
  convertible note and warrants                       --                  --              60,000


Amortization of deferred compensation                 --                  --                  --


Shares issued for accrued expenses             2,510,223                 251             463,189


Intrinsic value of options issued
  to a director                                       --                  --             162,500


Shares issued for payment of debt                454,054                  45              67,155


Net loss                                              --                  --                  --
                                        ----------------    ----------------    ----------------

Balance, December 31, 2005                    43,965,863    $          4,396    $      8,228,657
                                        ================    ================    ================




                                                                                Total Deficiency
                                        Deferred Equity       Accumulated       in Stockholders'
                                         Based Expense          Deficit             Equity
                                        ----------------    ----------------    ----------------
                                                                             
Balance, December 31, 2003              $       (235,332)   $     (5,264,258)   $     (2,202,539)


Shares issued for services                            --                  --           1,391,796


Shares cancelled                                      --                  --             (27,400)


Adjust value                                          --                  --              (5,668)


Fair value attributed to warrants
  issued with debt                                    --                  --              60,000


Fair value attributed to warrants
  issued for services                                 --                  --              74,227


Deferred compensation                           (866,418)                 --            (866,418)


Amortization of deferred compensation            716,463                  --             716,463


Net loss                                              --          (2,388,466)         (2,388,466)
                                        ----------------    ----------------    ----------------

Balance December 31, 2004               $       (385,287)   $     (7,652,724)   $     (3,248,005)



Shares issued for services                      (930,245)                 --           1,759,662


Beneficial conversion discount-
  convertible note and warrants                       --                  --              60,000


Amortization of deferred compensation            951,642                  --             951,642


Shares issued for accrued expenses                    --                  --             463,440


Intrinsic value of options issued
  to a director                                       --                  --             162,500


Shares issued for payment of debt                     --                  --              67,200


Net loss                                              --          (3,880,269)         (3,880,269)
                                        ----------------    ----------------    ----------------

Balance, December 31, 2005              $       (363,890)   $    (11,532,993)   $     (3,663,830)
                                        ================    ================    ================



The accompanying notes are an integral part of the consolidated financial
statements.


                                      F-6


                             NUCLEAR SOLUTIONS ,INC
                             AND SUBSIDIARY COMPANY
                      CONSOLIDATED STATEMENT OF CASH FLOWS




                                                                   For the Year Ended December 31,
                                                                       2005              2004
                                                                   -------------    -------------
                                                                              
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                           $  (3,880,269)   $  (2,388,466)
Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities:
    Depreciation and amortization                                          5,483            5,306
  Amortization of debt discount - beneficial c
    onversion feature of convertible note and warrants                    60,000               --
  Financing cost attributable to warrants                                     --           60,000
  Stock and warrants issued for services                               3,337,244        1,316,069
  Stock cancelled                                                             --          (27,400)
  Other                                                                       --           (4,657)
Changes in operating assets and liabilities:
  Accounts receivable                                                    (60,000)              --
  Other assets                                                                --           (1,265)
  Accounts payable and accrued expenses                                  241,407          962,529
  Accrued executive compensation                                         195,236          104,300

Net cash (used in) provided by operating activities                     (100,899)          26,416
                                                                   -------------    -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment                                                         --           (2,347)
                                                                   -------------    -------------

Net cash used in investing activities                                         --           (2,347)
                                                                   -------------    -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on debt                                                         (12,425)          (8,075)
Proceeds from issuance of debt                                            60,000           60,000

                                                                   -------------    -------------
Net cash provided by financing activities                                 47,575           51,925
                                                                   -------------    -------------

Net (decrease) increase in cash                                          (53,324)          75,994

Cash, beginning of period                                                 76,020               26
                                                                   -------------    -------------
Cash, end of period                                                $      22,696    $      76,020
                                                                   =============    =============

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

Non-cash investing and financial activities:
Unamortized loan fees                                              $          --    $     146,000
Accrued interest converted to note payable                         $          --           79,635
Debt restructing                                                   $          --    $     973,135
Amortization of debt discount - beneficial conversion feature of
  convertible note and warrants                                    $      60,000    $          --
Payment of debt and interest with common stock                     $      67,200    $          --




The accompanying notes are an integral part of the consolidated financial
statements.


                                      F-7


                             NUCLEAR SOLUTIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

Nuclear Solutions, Inc. (the "Company") was organized February 27, 1997 under
the laws of the State of Nevada, as Stock Watch Man, Inc. Prior to April 1, 2005
the Company was considered to be a development stage enterprise. During the
second quarter of 2005, planned operations commenced and the Company began
generating significant revenue.

Business Concentration

The Company did not have any sales during the year ended December 31, 2004. For
the year ended December 31, 2005, sales to one major customer approximated
$302,500 or 100% of total sales for the year. As of December 31, 2005, the
balance of all accounts receivables was from one customer.

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

On September 2, 2005 the Company formed a wholly owned subsidiary, Fuel
Frontiers Inc., formally, Future Fuels, Inc., which had minimal operations
through December 31, 2005.

The consolidated financial statements include the accounts of the Company and
Future Fuels, Inc. All significant intercompany transactions and balances have
been eliminated in the consolidated financial statement.

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.

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, 2005 or 2004.

Concentrations of Credit Risk

Financial instruments and related items which potentially subject the Company to
concentrations of credit risk consist primarily of cash, cash equivalents. The
Company places its cash and temporary cash investments with credit quality
institutions. The Company periodically reviews its trade receivables in
determining its allowance for doubtful accounts. At December 31, 2005 allowance
for doubtful receivables was $0.

Property and Equipment

The cost of furniture and equipment is depreciated over the estimated useful
life of the assets utilizing the straight-line method of depreciation based on
the following estimated useful lives:



Office equipment             5 years
Computer equipment           5 years
Furniture and fixtures       7 years


                                      F-8


When assets are retired or otherwise disposed of, the cost and related
accumulated depreciation are removed and any resulting gain or loss is
recognized.

Intangible and Long-lived Assets

The Company follows Statement of Financial Accounting Standards ("SFAS") No.
144, "Accounting for Impairment of Disposal of Long-Lived Assets", which
established a "primary asset" approach to determine the cash flow estimation
period for a group of assets and liabilities that represents the unit of
accounting for a long lived asset to be held and used. Long-lived assets to be
held and used are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. The carrying amount of a long-lived asset is not recoverable if it
exceeds the sum of the undiscounted cash flows expected to result from the use
and eventual disposition of the asset. Long-lived assets to be disposed of are
reported at the lower of carrying amount or fair value less cost to sell. There
was no of impairment expense related to acquired technology during the years
ended December 31, 2005 or 2004.

Revenue Recognition

Revenues are recognized in the period that services are provided. For revenue
from product sales, the Company recognizes revenue in accordance with Staff
Accounting Bulletin No. 104, REVENUE RECOGNITION ("SAB104"), which superceded
Staff Accounting Bulletin No. 101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS
("SAB101"). SAB 101 requires that four basic criteria must be met before revenue
can be recognized: (1) persuasive evidence of an arrangement exists; (2)
delivery has occurred; (3) the selling price is fixed and determinable; and (4)
collectibility is reasonably assured. Determination of criteria (3) and (4) are
based on management's judgments regarding the fixed nature of the selling prices
of the products delivered and the collectibility of those amounts. Provisions
for discounts and rebates to customers, estimated returns and allowances, and
other adjustments are provided for in the same period the related sales are
recorded. The Company defers any revenue for which the product has not been
delivered or is subject to refund until such time that the Company and the
customer jointly determine that the product has been delivered or no refund will
be required. Payments received in advance are deferred.

SAB 104 incorporates Emerging Issues Task Force 00-21 ("EITF 00-21"),
MULTIPLE-DELIVERABLE REVENUE ARRANGEMENTS. EITF 00-21 addresses accounting for
arrangements that may involve the delivery or performance of multiple products,
services and/or rights to use assets. The effect of implementing EITF 00-21 on
the Company's consolidated financial position and results of operations was not
significant.

Licensing fee income generally is being recognized ratably over the term of the
license. The Company's management has determined that the collectibility and
length of time to collect the remaining contracted price due from its licensee
can not be reasonably assured. Accordingly, revenues will be recognized as
collected.

Advertising Costs

The Company expenses all costs of advertising as incurred. There were no
advertising costs included in general and administrative expenses for the years
ended December 31, 2005 or 2004.

Use of Estimates

The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting periods. Actual
results could differ from those estimates.


                                      F-9


Fair Value of Financial Instruments

The carrying amounts of certain financial instruments, including cash, accounts
payable and accrued expenses, settlement payable and notes payable approximate
their fair value as of December 31, 2005 because of the relatively short-term
maturity of these instruments.

Loss Per Share

Basic and diluted loss per common share for all periods presented is computed
based on the weighted average number of common shares outstanding during the
year as defined by SFAS No. 128, "Earnings Per Share". The assumed exercise of
common stock equivalents was not utilized since the effect would be
anti-dilutive. At December 31, 2005 and 2004, the Company had 15,498,865 and
12,132,015 potentially dilutive securities.

Comprehensive Income

Statement of Financial Accounting Standards No. 130 ("SFAS 130"), "Reporting
Comprehensive Income," establishes standards for reporting and displaying of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
130 requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. The Company does not have any items of comprehensive
income in any of the periods presented.

Segment Information

Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information" ("SFAS 131") establishes standards for
reporting information regarding operating segments in annual financial
statements and requires selected information for those segments to be presented
in interim financial reports issued to stockholders. SFAS 131 also establishes
standards for related disclosures about products and services and geographic
areas. Operating segments are identified as components of an enterprise about
which separate discrete financial information is available for evaluation by the
chief operating decision maker, or decision-making group, in making decisions
how to allocate resources and assess performance. The information disclosed
herein materially represents all of the financial information related to the
Company's principal operating segment.

Income Taxes

The Company accounts for income taxes under SFAS No. 109, "Accounting for Income
Taxes" ("Statement 109"). Under Statement 109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax basis. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.

Stock Based Compensation

SFAS No. 123, "Accounting for Stock-Based Compensation," establishes and
encourages the use of the fair value based method of accounting for stock-based
compensation arrangements under which compensation cost is determined using the
fair value of stock-based compensation determined as of the date of the grant or
the date at which the performance of the services is completed and is recognized
over the periods in which the related services are rendered. The statement also
permits companies to elect to continue using the current intrinsic value
accounting method specified in Accounting Principles Board ("APB") Opinion No.
25, "Accounting for Stock Issued to Employees," to account for stock-based
compensation to employees. We have elected to use the intrinsic value based
method for grants to our employees and directors and have disclosed the pro
forma effect of using the fair value based method to account for our stock-based
compensation to employees.


                                      F-10


The Company uses the fair value method for equity instruments granted to
non-employees and uses the Black Scholes model for measuring the fair value. The
stock based fair value compensation is determined as of the date of the grant or
the date at which the performance of the services is completed (measurement
date) and is recognized over the periods in which the related services are
rendered.

Pro Forma Information

EMPLOYEE AND DIRECTOR COMMON SHARE PURCHASE OPTIONS--Pro forma information
regarding the effects on operations of employee and director common share
purchase options as required by SFAS No. 123, "Accounting for Stock-Based
Compensation" and SFAS No. 148, "Accounting for Stock-Based
Compensation--Transition and Disclosure--an amendment of FASB Statement No. 123"
has been determined as if the Company had accounted for those options under the
fair value method. Pro forma information is computed using the Black-Scholes
method at the date of grant of the options based on the following assumptions:
(1) risk free interest rate of 3.75% ; (2) dividend yield of 0%; (3) volatility
factor of the expected market price of our common stock of 103%; and (4) an
expected life of the options of 1 year. The foregoing option valuation model
requires input of highly subjective assumptions. Because common share purchase
options granted to employees and directors have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value of estimate, the existing
model does not in the opinion of our management necessarily provide a reliable
single measure of fair value of common share purchase options we have granted to
our employees and directors.

Pro forma information relating to employee and director common share purchase
options is as follows:

                                                   FOR THE YEAR   FOR THE YEAR
                                                      ENDED           ENDED
                                                   DECEMBER 31,    DECEMBER 31,
                                                       2005            2004
                                                   ------------    ------------
Net loss as reported ...........................   $ (3,880,269)   $ (2,388,466)

Current period expense calculated under APB 25 .        162,500              --


Stock compensation calculated under SFAS 123 ...       (163,953)             --
                                                   ------------    ------------

Pro forma net loss .............................   $ (3,881,722)   $ (2,388,466)
                                                   ============    ============

Basic and diluted historical loss per share ....   $      (0.09)   $      (0.08)

                                                   ============    ============
Pro forma basic and diluted loss per share .....   $      (0.09)   $      (0.08)
                                                   ============    ============

In December 2004, the FASB issued SFAS No.123 (revised 2004), " Share-Based
Payment ". SFAS 123(R) will provide investors and other users of financial
statements with more complete and neutral financial information by requiring
that the compensation cost relating to share-based payment transactions be
recognized in financial statements. That cost will be measured based on the fair
value of the equity or liability instruments issued.
  SFAS 123(R) covers a wide range of share-based compensation arrangements
including share options, restricted share plans, performance-based awards, share
appreciation rights, and employee share purchase plans.
  SFAS 123(R) replaces FASB Statement No. 123, " Accounting for Stock-Based
Compensation ", and supersedes APB Opinion No. 25, " Accounting for Stock Issued
to Employees ". SFAS 123, as originally issued in 1995, established as
preferable a fair-value-based method of accounting for share-based payment
transactions with employees.
 However, that statement permitted entities the option of continuing to apply
the guidance in Opinion 25, as long as the footnotes to financial statements
disclosed what net income would have been had the preferable fair-value-based
method been used. Public entities (other than those filing as small business
issuers) will be required to apply SFAS 123(R) as of the first interim or annual
reporting period that begins after June 15, 2005. SFAS 123(R) is applicable for
the Company effective the first interim period that starts after December 15,
2005. The Company has evaluated the impact of the adoption of SFAS 123(R), and
believes that the impact may be significant to the company's future overall
results of operations and financial position.


                                      F-11


Liquidity

As shown in the accompanying financial statements, the Company has incurred a
net loss of $3,880,269 and $2,388,466 during the years ended December 31, 2005
and 2004, respectively. The Company's current liabilities exceeded its current
assets by $3,677,939 as of December 31, 2005. Consequently, its operations are
subject to all risks inherent in the establishment of a new business enterprise.

New Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No.153, " Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29,
Accounting for Nonmonetary Transactions ". The amendments made by Statement 153
are based on the principle that exchanges of nonmonetary assets should be
measured based on the fair value of the assets exchanged. Further, the
amendments eliminate the narrow exception for nonmonetary exchanges of similar
productive assets and replace it with a broader exception for exchanges of
nonmonetary assets that do not have commercial substance. Previously, Opinion 29
required that the accounting for an exchange of a productive asset for a similar
productive asset or an equivalent interest in the same or similar productive
asset should be based on the recorded amount of the asset relinquished. Opinion
29 provided an exception to its basic measurement principle (fair value) for
exchanges of similar productive assets. The FASB believes that exception
required that some nonmonetary exchanges, although commercially substantive, be
recorded on a carryover basis. By focusing the exception on exchanges that lack
commercial substance, the FASB believes this statement produces financial
reporting that more faithfully represents the economics of the transactions.
SFAS 153 is effective for nonmonetary asset exchanges occurring in fiscal
periods beginning after June 15, 2005. Earlier application is permitted for
nonmonetary asset exchanges occurring in fiscal periods beginning after the date
of issuance. The provisions of SFAS 153 shall be applied prospectively. We have
evaluated the impact of the adoption of SFAS 153, and do not believe the impact
will be significant to the company's overall results of operations or financial
position.

In December 2004, the FASB issued SFAS No.123 (revised 2004), " Share-Based
Payment ". SFAS 123(R) will provide investors and other users of financial
statements with more complete and neutral financial information by requiring
that the compensation cost relating to share-based payment transactions be
recognized in financial statements. That cost will be measured based on the fair
value of the equity or liability instruments issued. SFAS 123(R) covers a wide
range of share-based compensation arrangements including share options,
restricted share plans, performance-based awards, share appreciation rights, and
employee share purchase plans. SFAS 123(R) replaces FASB Statement No. 123, "
Accounting for Stock-Based Compensation ", and supersedes APB Opinion No. 25, "
Accounting for Stock Issued to Employees ". SFAS 123, as originally issued in
1995, established as preferable a fair-value-based method of accounting for
share-based payment transactions with employees. However, that statement
permitted entities the option of continuing to apply the guidance in Opinion 25,
as long as the footnotes to financial statements disclosed what net income would
have been had the preferable fair-value-based method been used. Public entities
(other than those filing as small business issuers) will be required to apply
SFAS 123(R) as of the first interim or annual reporting period that begins after
June 15, 2005. SFAS 123(R) is applicable for the Company effective the first
interim period that starts after December 15, 2005. The Company has evaluated
the impact of the adoption of SFAS 123(R), and believes that the impact may be
significant to the company's future overall results of operations and financial
position.


                                      F-12


In December 2004 the FASB issued two Staff Positions--FSP FAS 109-1, Application
of FASB Statement 109 "Accounting for Income Taxes" to the Tax Deduction on
Qualified Production Activities Provided by the American Jobs Creation Act of
2004, and FSP FAS 109-2 Accounting and Disclosure Guidance for the Foreign
Earnings Repatriation Provision within the American Jobs Creation Act of 2004.
Neither of these affected the Company as it does not participate in the related
activities.

In January 2003, the FASB issued FASB Interpretation No. ("FIN") 46,
"Consolidation of Variable Interest Entities" ("FIN 46"). In December 2003, FIN
46 was replaced by FASB interpretation No. 46(R) "Consolidation of Variable
Interest Entities". FIN 46(R) clarifies the application of Accounting Research
Bulletin No. 51, "Consolidated Financial Statements," to certain entities in
which equity investors do not have the characteristics of a controlling
financial interest or do not have sufficient equity at risk for the entity to
finance its activities without additional subordinated financial support from
other parties. FIN 46(R) requires an enterprise to consolidate a variable
interest entity if that enterprise will absorb a majority of the entity's
expected losses, is entitled to receive a majority of the entity's expected
residual returns, or both. FIN 46(R) is effective for entities being evaluated
under FIN 46(R) for consolidation no later than the end of the first reporting
period that ends after March 15, 2004. The Company does not currently have any
variable interest entities that will be impacted by adoption of FIN 46(R).

In March 2005, the staff of the SEC issued Staff Accounting Bulletin No. 107 ("
SAB 107 "). The interpretations in SAB 107 express views of the staff regarding
the interaction between SFAS 123(R) and certain SEC rules and regulations and
provide the staff's views regarding the valuation of share-based payment
arrangements for public companies. In particular SAB 107 provides guidance
related to share-based payment transactions with nonemployees, the transition
from public entity status, valuation methods (including assumptions such as
expected volatility and expected term), the accounting for certain redeemable
financial instruments issued under share-based payment arrangements, the
classification of compensation expense, non-GAAP financial measures, first-time
adoption of SFAS 123(R) in an interim period, capitalization of compensation
cost related to share-based payment arrangements, the accounting for income tax
effects of share-based payment arrangements upon adoption of SFAS 123(R), the
modification of employee share options prior to adoption of SFAS 123(R) and
disclosures in Management's Discussion and Analysis subsequent to adoption of
SFAS 123(R).

In May 2005, the FASB issued SFAS No. 154, " Accounting Changes and Error
Corrections " ("SFAS 154") which replaces Accounting Principles Board Opinions
No. 20 " Accounting Changes " and SFAS No. 3, " Reporting Accounting Changes in
Interim Financial Statements-An Amendment of APB Opinion No. 28 ". SFAS 154
provides guidance on the accounting for and reporting of accounting changes and
error corrections. It establishes retrospective application, or the latest
practicable date, as the required method for reporting a change in accounting
principle and the reporting of a correction of an error. SFAS 154 is effective
for accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005 and is required to be adopted by the Company in the
first quarter of 2006. The Company has evaluated the effect that the adoption of
SFAS 154 will have on its results of operations and financial condition and does
not expect it to have a material impact.

On February 16, 2006 the FASB issued SFAS 155, "Accounting for Certain Hybrid
Instruments," which amends SFAS 133, "Accounting for Derivative Instruments and
Hedging Activities," and SFAS 140, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities." SFAS 155 allows financial
instruments that have embedded derivatives to be accounted for as a whole
(eliminating the need to bifurcate the derivative from its host) if the holder
elects to account for the whole instrument on a fair value basis. SFAS 155 also
clarifies and amends certain other provisions of SFAS 133 and SFAS 140. This
statement is effective for all financial instruments acquired or issued in
fiscal years beginning after September 15, 2006. The Company does not expect its
adoption of this new standard to have a material impact on its financial
position, results of operations or cash flows.


                                      F-13


NOTE 3 - GOING CONCERN

The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the settlement
of liabilities and commitments in the normal course of business. As reflected in
the accompanying financial statements, the Company has a net loss of $3,880,269
for the year ended December 31, 2005, a working capital deficiency of $3,677,940
and a stockholders' deficiency of $3,663,830. These factors raise substantial
doubt about its ability to continue as a going concern.

The Company is actively pursuing additional equity financing through discussions
with investment bankers and private investors. There can be no assurance the
Company will be successful in its effort to secure additional equity financing.

If operations and cash flows continue to improve through these efforts,
management believes that the Company can continue to operate. However, no
assurance can be given that management's actions will result in profitable
operations or the resolution of its liquidity problems.

The Company's existence is dependent upon management's ability to develop
profitable operations and resolve its liquidity problems. Management anticipates
the Company will attain profitable status and improve its liquidity through the
continued developing, marketing and selling of its services and additional
equity investment in the Company. The accompanying financial statements do not
include any adjustments that might result should the Company be unable to
continue as a going concern.

NOTE 4 - INCOME TAXES

The Company accounts for income taxes under 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                 (35.0%)
rate
Valuation                              35.0%
                                      -----
reserve
Total                                    --%
                                      =====



As of December 31, 2005, the Company has a net operating loss carry forward,
subject to limitations of Section 382 of the Internal Revenue Code, as amended,
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            $1,975,976           2022
  2003            $1,938,928           2023
  2004            $2,388,466           2024
  2005            $3,880,269           2025


                                      F-14


NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2005 consists of the followings:


Office equipment                            $18,592
Computer equipment and software               7,173
Furniture and fixtures                        2,450
                                           --------
                                             28,215
Less: accumulated depreciation             (15,906)
                                           --------
Net property and equipment                  $12,309



Depreciation expense totaled $5,483 and $5,305 for the years ended December 31,
2005 and 2004, respectively.

NOTE 6 - 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, 2005, no payments have been made
and the balance is $142,667.

On September 13, 2001, the Company hired Patrick Herda as the vice president of
business development whereby the Company is to pay Mr. Herda an annual base
salary of $150,000. As of December 31, 2005, the balance of accrued executive
compensation was $542,986.

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. As
of December 31, 2005, the amount accrued was $367,132 and at Mr. Dempsey's
discretion will be paid back either in cash or common stock at a price of $1 per
share.

NOTE 7 - 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 at December 31, 2004.

During the years ended December 31, 2004, the Company accrued a total of $5,600
and $8,400 as contingent liabilities related to the lease agreement for office
space.

As of December 31, 2005 the company no longer believes that there is any
potential liability to either IIM or for the disputed lease agreement. Therefore
the company has elected to write off the $214,000 by decreasing consulting fees
by $200,000 and rent expenses by $14,000.


                                      F-15


NOTE 8 - CONVERTIBLE DEBT

Notes payable at December 31, 2005 are as follows:



                                                                                      2005
                                                                                  
Denise Barbato,  bearing  interest at 10% per year,  convertible into common
stock at $0.084 per share. The note is payable on January 8, 2005.              $    973,135
Global  Atomic Inc.  demand note  payable to related  party at 10% per year,
convertible into common stock at $1.00 per share                                       4,000
International  Fission demand note payable to related party at 10% per year,
convertible into common stock at $1.00 per share                                      15,000
Jackie Brown,  demand note payable to related party, non -interest  bearing,
convertible into common stock at $1.00 per share                                      20,000
Long Lane  Capital  demand  note at 12 % per year,  convertible  into common
stock at a 50% discount to market                                                     60,000
                                                                                 -----------
Total notes payable                                                                1,072,135

Less: current portion                                                             (1,072,135)
                                                                                ------------
Balance notes payable (long term portion)                                       $         --
                                                                                ============


On January 8, 2004, the Company entered into a debt restructuring agreement with
Denise Barbato (DB) whereby the agreement consolidated all of the notes payable
with DMB Enterprises including accrued interest totaling $564,635 and the
balance in the line of credit of $408,500 into one note totaling $973,135. The
entire principal balance of $973,135 shall accrue interest at a simple annual
interest rate of 10% per annum. Accrued interest at December 31, 2005 is
$194,628. The agreement also states that the Company can borrow an additional
$50,000 at DB's discretion. The repayment of the principal amount plus any
accrued interest on the loan will be deferred until such time that the Company
receives financing if no less than $2,000,000, or twelve months from the
effective date of this agreement, whichever event occurs first. Within 15 days
of the due date, the Company shall execute one of the following repayment
options at their discretion:

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

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

3. Any combination of option 1 and 2 above.

The Company has issued to DB 2,000,000 shares of the Company's $0.0001 par value
common stock as an incentive to enter into this debt restructuring agreement.
The shares are valued at $146,000 which is based on the fair market value of the
stock with a discount for lack of marketability. The incentive is recognized as
a financing expense in 2004 and the shares were issued during 2005.

On October 5, 2004 the company executed a promissory note payable with Long Lane
Capital for $60,000. The note is payable within 30 days of demand and carries a
12% per year interest rate. Upon default the holder will have the right to
convert the unpaid principal balance, accrued expense and any related default
costs to common stock as follows: At the option of the holder the conversion
price will be (a) Fifty (50%) discount of the 20-day moving average stock price
on October 5, 2004 per share, or (b) Fifty (50%) discount of the lowest closing
bid price per share between October 5, 2004 and the default date. As additional
consideration, Nuclear Solutions, Inc. issued Long Lane Capital a warrant to
purchase 500,000 shares of common stock at the same price as the conversion
price for a period of 24 months. The Company has recorded a financing expense
attributable to the warrants of $60,000. During October 2005, the Company issued
454,054 shares of common stock in settlement of the debt of $60,000, plus
accrued interest of $7,200.


                                      F-16


On February 25, 2005, the company executed a second promissory note payable with
Long Lane Capital for $60,000. The note is payable within 30 days of demand and
carries a 12% per year interest rate. Upon default the holder will have the
right to convert the unpaid principal balance, accrued interest and any related
default costs to common stock as follows: At the option of the holder the
conversion price will be (a) Fifty (50%) discount of the 6-month moving average
stock price for the period June 1 through December 31, 2004 which was $0.44,
discounted 50% equals $ 0.22 per share, or (b) Fifty (50%) discount of the
lowest closing bid price per share between February 25, 2005 and the date notice
of warrant exercise is given to the Corporation. As additional consideration,
Nuclear Solutions, Inc. issued Long Lane Capital a warrant to purchase 500,000
shares of common stock at the same price as the conversion price for a period of
24 months. In accordance with EITF 00-27, a portion of the proceeds was
allocated to the warrant based on its relative fair value, which totaled $53,552
using the Black-Scholes option pricing model. This amount has been recorded as
debt discount. The remaining balance was allocated to the convertible notes. The
assumptions used in the Black-Scholes model are as follows: (1) dividend yield
of 0%; (2) expected volatility of 215%, (3) risk-free interest rate of 4.9%, and
(4) expected life of 2 years. The Company has also recorded a beneficial
conversion discount relating to the conversion feature of $6,448. The total
discount of $60,000 has been charged to expense in 2005.


NOTE 9 - 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, 2005, the amount due is $4,000 in principal and $1,800 in
accrued interest.

On December 11, 2001 the Company executed a promissory note with International
Fission Fuels, Inc. (IFFI), a company controlled by Paul M. Brown, the Company's
former president, in the amount of $15,000. The note bears an interest rate of
10% per annum and is due upon demand. At the request of IFFI, any unpaid balance
of principal and interest due will be converted in common stock at a rate of $1
per share. As of December 31, 2005, the amount due is $15,000 in principal and
$6,125 in accrued interest.

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

On July 7, 2002, the Company executed a promissory note with Patrick Herda, vice
president of business development, in the amount of $5,000. The note bears an
interest rate of 10% per annum and is due upon demand. At the request of Mr.
Herda, any unpaid balance of principal and interest due will be converted in
common stock at a rate of $1 per share. On July 11, 2002, the Company executed a
promissory note with Mr. Herda 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 years ended December 31, 2005
and 2004, the Company has paid $12,425 and $8,075, respectively, to Mr. Herda,
and the notes were paid in full as of December 31, 2005.


                                      F-17


NOTE 10 - STOCKHOLDER'S EQUITY

The Company is authorized to issue 100,000,000 shares of common stock with
$0.0001 par value per share. As of December 31, 2005, the Company has issued and
outstanding 43,965,863 shares of common stock.

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.

During 2005 the Company issued an aggregate of 4,402,940 shares of common stock,
valued at $2,689,907, for consulting services.

During April 2005 the Company issued 2,510,223 shares as payment of expenses
accrued at December 31, 2004 in the amount of $463,440.

In February, 2005, the Company issued a warrant to purchase 500,000 shares of
common stock, as described in Note 8.

On July 22, 2005 the Company granted options to a director for the purchase of
250,000 shares of common stock. The options have an exercise price of $0.10 per
share, are exercisable immediately and expire in three years. The Company has
recorded an expense for the intrinsic value of the option at the date of grant
of $162,500. The options have been valued at $163,953 using the Black-Scholes
method at the date of grant of the options based on the following assumptions:
(1) risk free interest rate of 3.75% ; (2) dividend yield of 0%; (3) volatility
factor of the expected market price of our common stock of 103%; and (4) an
expected life of the options of 1 year.

During October 2005, the Company issued 454,054 shares of common stock in
settlement of the debt of $60,000, plus accrued interest of $7,200.

During 2004, the Company issued 8,357,435 shares of common stock, valued at
$1,391,796, for services. The stock issued was valued at $0.167 per share, which
represents the fair value of the stock issued, which did not differ materially
from the value of the services rendered.

During 2004, the Company cancelled 200,000 shares of its common stock previously
issued for services.

NOTE 11 - COMMITMENTS

November 3, 2005, FFI entered into a fifteen-year land lease with Venture II
Associate, renewable for up to 90 years, for an approximate six-acre site in
Toms River, New Jersey to build a proposed 52 million gallon waste-to-ethanol
production facility in exchange for 1,000,000 shares of FFI common stock. When
the facility commences operations FFI will pay Venture III $240,000 dollars
annually in equal monthly installments, plus three (3%) percent of the net
operating profit of the waste-to-ethanol facility when the facility begins
operations. The payment of the 1,000,00 shares of FFI common stock was deferred
by venture III until June 1, 2006. For the Year ending December 31, 2005 and
December 31, 2004 the company paid $56,095 and $12,636 in rent expense
respectively.


                                      F-18


NOTE 12 -OPTIONS AND WARRANTS

The following table summarizes the changes in options and warrants outstanding
and the related exercise prices for the shares of the Company's common stock
issued by the Company as of December 31, 2005:



                     Options and Warrants Outstanding & Exercisable

                            Weighted Average Weighed
                       Number        Remaining Contractual        Average
Exercise Prices     Outstanding           Life (Years)        Exercise Price
- ---------------     -----------           ------------        --------------

        $0.10           250,000                 2.50              $0.10
        $0.14           500,000                 0.75              $0.14
        $0.22           500,000                 1.17              $0.22
                      1,250,000                                   $0.16
                     ==========                                   =====




                                                Number of Shares    Weighted Average Exercise
                                                                             Price
                                                ----------------    -------------------------
                                                              
Outstanding at January 1, 2004                                --    $                      --
  Granted                                                950,000                         0.33
  Exercised                                             (200,000)                        0.30
  Canceled or expired                                         --                           --
                                                ----------------    -------------------------
Outstanding at December 31, 2004                         750,000                         0.34
  Granted                                                750,000                         0.18
  Exercised                                                   --                           --
  Canceled or expired                                   (250,000)                        0.75
                                                ----------------    -------------------------
Outstanding at December 31, 2005                       1,250,000    $                    0.16
                                                ================    =========================



All warrants were exercisable at the date of grant. Of the 2004 warrants,
450,000 warrants were issued in connection with services and 500,000 were issued
in connection with financing. The Company granted warrants to purchase 200,000
shares at $0.30 per share and 250,000 shares at $0.75 to a non-employee for
consulting services in April and December 2004, respectively. The Company
recognized $74,227 as an expense relating to these warrants for the year ended
December 31, 2004. The Black-Scholes option pricing model was used to value the
warrants based on the following assumptions: volatility of 190%, dividend rate
of 0%, and risk free interest rate of 2.4%. The Company also granted warrants in
connection with the Long Lane Capital note described in Note 8. The warrant was
attributed a value of $60,000, based on the proceeds received in the
transaction.

In February, 2005, in connection with the financing described in Note 8, the
Company issued Long Lane Capital a warrant to purchase 500,000 shares of common
stock at the same price as the conversion price of the note for a period of 24
months. In accordance with EITF 00-27, a portion of the proceeds was allocated
to the warrant based on its relative fair value, which totaled $53,552 using the
Black-Scholes option pricing model. The assumptions used in the Black-Scholes
model are as follows: (1) dividend yield of 0%; (2) expected volatility of 215%,
(3) risk-free interest rate of 4.9%, and (4) expected life of 2 years.

On July 22, 2005 the Company granted options to a director for the purchase of
250,000 shares of common stock. The options have an exercise price of $0.10 per
share, are exercisable immediately and expire in three years. The Company has
recorded an expense for the intrinsic value of the option at the date of grant
of $162,500. The options have been valued at $163,953 using the Black-Scholes
method at the date of grant of the options based on the following assumptions:
(1) risk free interest rate of 3.75% ; (2) dividend yield of 0%; (3) volatility
factor of the expected market price of our common stock of 103%; and (4) an
expected life of the options of 1 year.


                                      F-19


NOTE 13 - NON-QUALIFIED STOCK GRANT AND OPTION PLAN

The Company has adopted Non-Qualified Stock Grant and Option Plan. The Plan is
administered by the Company's Board of Directors. Directors, officers,
employees, consultants, attorneys, and others who provide services to Company
are eligible participants. Participants are eligible to be granted warrants,
options, common stock as compensation.

On June 30, 2003, the Company adopted the 2003 Non-Qualified Stock Grant and
Option Plan. The Plan reserved 5,000,000 shares. The Plan was registered on a
Form S-8 registration statement on July 28, 2003. On March 30 2004, the Company
adopted the 2004 Non-Qualified Stock Grant and Option Plan. The Plan reserved
5,000,000 shares. The Plan was registered on a Form S-8 registration statement
on March 30, 2004. The Company issued 5,000,000 shares to thirteen individual
comprised of consultants, attorneys and others who provided services to Company
during 2004. On November 10, 2004, the Company adopted the 2005 Non-Qualified
Stock Grant and Option Plan. The Plan reserved 4,000,000 shares. The Plan was
registered on a Form S-8 registration statement filed on November 16, 2004. The
Company issued 2,071,601 shares to six individuals comprised of consultants,
attorneys and others who provided services to the Company during 2004. On August
5, 2005, the Company adopted another 2005 Non-Qualified Stock Grant and Option
Plan. The Plan reserved 5,500,000 shares. The Plan was registered on a Form S-8
registration statement filed on August 17, 2005.

NOTE 14 - SUBSEQUENT EVENTS

Subsequent to December 31, 2005 the Company issued 1,866,711 shares of common
stock valued at $1,340,660 for consulting services.

In January 2006 the company issued 2,000,000 shares valued at $168,000 as a
partial payment for the January 8th debt consolidation agreement.

In April 2006 the company issued 309,545 shares to Long Lane capital valued at
$68,100 as a payment for the February 2005 note plus accrued interest.

On January 10, 2006 the Company along with President Herda modified the March
15, 2005 licensing agreement with I.P. Technology Holding, Inc. Wherein IPTH's
payment schedule was changed to bi-annual, all product placements by IPTH shall
be co-branded with the Company, and 20% of IPTH payments may be used for
executive compensation. Herda irrevocably assigned all deferred compensation
owed by the Company to IPTH and Company guaranteed a minimum of $80,000 salary
annually to Herda for the 2006 fiscal year.


                                      F-20

EX-10.1

      CONTRACT MODIFICATION OF LICENSING AGREEMENT SIGNED ON MARCH 15, 2005

      This contract is entered in to between Nuclear Solutions, Inc. (NSOL) with
a primary mail address of 5505 Connecticut Ave. NW, #191, Washington DC, 20015,
Patrick Herda, (PH) the President of Nuclear Solutions with a primary business
address of 5505 Connecticut Ave. NW, #191, Washington DC, 20015, and I.P.
Technology Holding, Inc. (IPTH) with a primary business address of 407
Bloomfield Drive, Unit 2, West Berlin, New Jersey 08091.

      WHEREAS NSOL and IPTH entered in to a licensing agreement (LG) on March
15, 2005; and NSOL, ITPH, and PH desire to modify same;

      WHEREAS, under the terms of the LG, IPTH is required to tender payments to
NSOL on a certain payment schedule; which ITPH now desires to modify;

      WHEREAS NSOL has previously allowed IPTH to defer scheduled payments due
under the LG; and is not adverse to modifying the payment schedule;

      WHEREAS the terms of the LG did not require IPTH to Co-Brand the products
which are the subject of the LG with NSOL; and NSOL now desires that said
products be Co-Branded which ITPH is not adverse to;

      WHEREAS the terms of the LG required that no IPTH payments be used for
executive compensation; and NSOL now desires to use a percentage of said
payments for executive compensation;

      WHEREAS NSOL intends to pay PH regular compensation of a minimum of
$80,000 for the 2006 fiscal year; and desires to use a percentage of the IPTH
payments to for said compensation;

      WHEREAS PH is owed an additional $542,987 in deferred compensation by
NSOL;

      WHEREAS IPTH is not adverse to some of its payments being used for officer
compensation;

      NOW, THEREFORE, in consideration of the mutual covenants contained herein;

   1. IPTH does hereby agree
      a.    All products sold under the LG shall be Co-Branded with NSOL's brand
            of choice in a fashion approved by NSOL. IPTH and NSOL's brands
            shall be approximately the same size. Neither party shall
            unreasonably with hold approval of each other's brands.
      b.    The LG is hereby modified to allow NSOL to use up to 20% of each
            payment made by IPTH to NSOL for executive compensation
      c.    IPTH will pay all funds deferred prior to this modification
            ($525,416) on or before 15 days after the filing of NSOL's 2005
            annual report.
      d.    IPTH agrees to be responsible to any liabilities, including but not
            limited to, tax liabilities, arising from PH's assignment of
            deferred compensation or the compensation itself and hereby
            acknowledges that this compensation is at risk of never being paid.





   2. NSOL does hereby agree
      a.    To allow IPTH to make all currently owned and future payments under
            the LG on a biannual basis, specifically on 6-31-and 12-31
            respectively.
      b.    To guarantee to PH a minimum of $80,000 paid in cash towards the
            2006 fiscal year salary obligation to PH.

   3. PH does hereby agree
      a.    To irrevokably assign all $542,987 in deferred compensation owed by
            NSOL to PH over to IPTH.

   4. All parties do hereby acknowledge the considerations listed herein, all
      terms listed herein and do hereby affirm that said terms and
      considerations are good, valuable and sufficient in lieu of that which
      they are providing in return.

   5. This contract is a modification to the licensing agreement signed on March
      15, 2005 by NS and IPTH. All future modifications to this agreement must
      include all parties to this agreement. Not withstanding the aforesaid, The
      term of the LG, for the life of the patent of which the license is the
      subject, does hereby stand, however, NS may, without consulting IPTH make
      additional agreements with PH so long as the terms herein are adhered to
      as a minimum.

   6. All other provisions of the LG agreement shall continue to apply and this
      agreement is subsumed as part of the LG agreement with the terms herein
      taking precedent over any terms in the original LG agreement.


      WITNESS the following signatures and seals:


                  Date:                                                   (SEAL)
                       -------     --------------------------------------------
                                   Patrick Herda for Nucelar Solutions, Inc.


                  Date:                                                   (SEAL)
                       -------     --------------------------------------------
                                   Patrick Herda for himself


                  Date:                                                   (SEAL)
                       -------     --------------------------------------------
                                   Joe Lyons for I.P. Technology Holding, Inc.

EX-21

Exhibit 21

List of Company Subsidiaries

1.       Fuel Frontiers, Inc.

EX-23.1

Exhibit 23.1


       CONSENT OF REGISTERED INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM


TO: Nuclear Solutions, Inc.

We consent to the incorporation by reference in Registration Statement No.
333-127633 of Nuclear Solutions, Inc. on Form S-8 of our report, which includes
an explanatory paragraph regarding the substantial doubt about the Company's
ability to continue as a going concern dated March 16, 2006, appearing in this
Annual Report on Form 10-KSB of Nuclear Solutions, Inc. for the year ended
December 31, 2005.


                         /s/ RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                         --------------------------------------------
                           Russell Bedford Stefanou Mirchandani LLP


New York, New York
April 17, 2006

EX-31

Exhibit 31.1
Exhibit 31.2
Chief Executive Officer Certification (Section 302)
Chief Financial Officer Certification (Section 302)

CERTIFICATION OF CHIEF EXECUTIVE OFFICER Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 CERTIFICATION OF CHIEF FINANCIAL OFFICER Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

I, Patrick Herda, certify that:

      (1) I have reviewed this annual report on Form 10-KSB of Nuclear
Solutions, Inc., (Registrant).

      (2) Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

      (3) Based on my knowledge, the financial statements and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

      (4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

         (a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;

         (b) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

         (c) disclosed in this report any changes in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

      (5) The registrant"s other certifying officers and I have disclosed, based
on our most recent evaluation of the internal control over financial reporting,
to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):

         (a) all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrants ability to record, process, summarize
and report financial information ; and

         (b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal control
over financial reporting.


Date: ____________, 2006


                                  By: _____________________________________
                                      Patrick Herda
                                      CEO, CFO

EX-32

Exhibit 32.1
Chief Executive Officer Certification (Section 906)
Chief Financial Officer Certification (Section 906)



                            CERTIFICATION PURSUANT TO
                             18U.S.C.,SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


      Pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002), I, the undersigned President and Chief
Executive and Financial Officer of Nuclear Solutions, Inc., (the "Company"),
herby certify that, to the best of my knowledge, the Annual Report on Form
10-KSB of the Company for the period ended December 31, 2005 (the "Report")
fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that information contained in the Report fairly
presents, in all material respects, the financial condition and results of
operation of the Company. A signed original of this written statement required
by Section 906 has been provided to the registrant and will be retained by it
and furnished to the Securities and Exchange Commission or its staff upon
request.

Dated: __________, 2006.                        /s/ Patrick Herda
                                                ----------------------------
                                                President and CEO, CFO