U.S Fuel 10K 2007 Annual report

U.S. Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2007.

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

For the transition period from ________ to

Commission file number 000-31959

Nuclear Solutions, INC.

(Name of Small Business Issuer in its Charter)

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

5505 Connecticut Ave., Ste. 191, Washington, D.C.		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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark of the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x

Indicate by check mark 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 o

Indicated by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (229.405)is not contained herein, and will not 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-K or any amendment of this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x

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

As of April 14, 2008, there were 84,799,946 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 $19,174,462 based the average of the bid and asked price as quoted on the OTC Electronic Bulletin Board on April 14, 2008. The sum excludes the shares held by officers, directors, and stockholders whose ownership exceeded 10% of the outstanding shares at April 14, 2008, 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. and Subsidiaries

FORM 10-K

December 31, 2007


PART I

ITEM 1.	Description of Business	2
ITEM 1A.	Risk Factors	11
ITEM 1B.	Unresolved Staff Comments	16
ITEM 2.	Description of Properties	16
ITEM 3.	Legal Proceedings	16
ITEM 4.	Submission of Matters to Vote of Security Holders	16

PART II

ITEM 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16
ITEM 6.	Selected Financial Data	18
ITEM 7.	Management's Discussion and Analysis or Plan of Operation	18
ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	21
ITEM 8.	Financial Statements and Supplementary Data	22
ITEM 9.	Changes In and Disagreements With Accounting and Financial Disclosure	22
ITEM 9A.	Controls and Procedures	22
ITEM 9B.	Other Information	23

PART III

ITEM 10.	Directors, Executive Officers and Corporate Governance	23
ITEM 11.	Executive Compensation	27
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28
ITEM 13.	Certain Relationships and Related Transactions and Director Independence	29
ITEM 14.	Principal Accounting Fees and Services	30

PART IV
ITEM 15.	Exhibits and Financial Statement Schedules	31
SIGNATURES		32

PART I

Item 1. Description of Business.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K 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-K 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-K. 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.

Item 1. Description of Business.

(a) Our Corporate History. The Company was organized February 27, 1997 under the laws of the State of Nevada, as Stock Watch Man, Inc, 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 the production of synthetic diesel fuel from coal and commercial product technologies for homeland security and defense, and nanotechnolology power applications.

(b) Business of the Issuer.

Our Business:

Nuclear Solutions, Inc. is engaged in the research, development, and commercialization of innovative product technologies and processes, 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. The company is also engaged in the development of facilities to produce synthetic fuels from waste materials through its subsidiary Fuel Frontiers, Inc

Our business now operates in two distinct business segments. We operate a technology development business which is focused on developing advanced product technologies to address emerging market opportunities in the fields of homeland security, nanotechnology micro-battery power systems.

We are also developing a synthetic fuel production business which is focused on the production of ultraclean synthetic diesel from waste materials and traditional feed stocks such as coal using a plasma-based gasification system and a conventional synthesis gas to fuel reforming system based upon Fisher-Tropsch technology.

About Our Technology Development Business:

Please note: due to allocating significant resources to our synthetic fuels business in 2007, we have primarily focused our technology development business to developing our intellectual property and maintaining it. We have not applied significant resources towards the marketing and sales of our weapon detection technologies or our nuclear micro-battery power technologies during 2007. The company operates this business by hiring 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.

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 technology or product manufacturing operations of our own, nor do we intend to establish extensive marketing and distribution operations of our own except in the case of our subsidiaries that are involved in the production of synthetic fuels. Our business model as it relates to product technology development 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, when developing a product technology, 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. Furthermore, as time and resources allow, the company expects to file additional patent applications in 2007 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.

During 2001, the company's business efforts focused solely on the development of a new nuclear reactor system that was intended to remediate certain nuclear waste. The system was called the photo-nuclear reactor system and is discussed in depth in the company's prior annual reports. In 2004, 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.

Beginning in 2004, based upon our evaluation, we 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. In 2005, the company also entered the field of alternative and renewable fuel production. 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.

Our significant assets include: Our portfolio of intellectual property which includes trade secrets and know-how in the areas of weapon detection via specific density detection (United States Patent 7,298,469 and other patents pending), detritiation of nuclear wastewater (patent Pending); and our license option agreement for micro battery technology covered by U.S. Patents Nos. 6,118,204 and 6,238,812, and our fifteen-year land lease with Venture III Associates, renewable for up to 90 years, for an approximate six-acre site in Toms River, New Jersey.

NUCLEAR TECHNOLOGIES:

GRAVIMETRIC SHIELDED NUCLEAR MATERIAL/PORTABLE NUCLEAR WEAPON DETECTOR (Patented, U.S.P. #7,298,469 additional 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).

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.

Over the next 12 months, subject to available resources, 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.

- Build and demonstrate a proof-of principle prototype.

- Seek additional licensees.

- Seek a potential buyer for the technology.

MICRO-BATTERIES

This program is aimed at developing embeddable micro-batteries that can supply long-lasting power for computer chips, micro motors, remote sensors, implantable medical devices, and other defense and aerospace applications. This technology is also known as radioisotope 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 micro battery technology may solve this problem by drawing energy from an embedded radioactive isotope due to the fact that radioisotope batteries are known to have power densities up to 1,000 times greater than achievable with conventional chemical battery technology. In order to focus our limited resources more effectively, management has elected to suspend this program until further notice.

In November 2003, the Company entered into a licensing option agreement for three issued U.S. patents for nuclear micro-battery technology (Pat. Nos. 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 2008, the company renewed its exclusive license option agreement with Jackie Brown in exchange for 300,000 shares of common stock and the payment of all patent maintenance fees for the patents subject to the license agreement. 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.

Our micro battery technology relies on the application of Tritiated amorphous silicon as a beta voltaic, thin-film, intrinsic energy conversion device. A beta voltaic battery is a radioisotope based battery that converts energy from beta particles released by a beta emitting source, such as tritium, into electrical power. Common semiconductor designs of beta voltaic 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 beta voltaic 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 beta voltaic batteries and P-N junction devices is the self-absorption of beta energy in the source itself. In order to reduce the self-absorption of beta energy we incorporate the isotope into the lattice of a semiconductor.

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

We are aware of several types of radioisotope 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 degradation, our competitors have greater access to capital and resources.

The operation of our 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, as resources allow we plan on raising capital in the amount of $500,000 to $1,000,000 to fund the development of our micro-battery technology. 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 as resources allow 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 $2,250,000 dollars at least one of our technologies will be fully demonstrable and ready for commercial licensing within 18 months.

Production of Ultra-Clean Synthetic Fuels through our subsidiary Fuel Frontiers, Inc.

In 2005, the company entered the ultra-clean synthetic 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 gas-to-liquid synthetic fuel 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 gas-to-liquid fuels such as ultra-clean diesel.

Fuel Frontiers, Inc. (FFI) is focused on the production of ultra-clean GTL Diesel fuel.

Management made a decision to concentrate on the market for ultra-clean GTL Diesel fuel due to the maturity and stability of the diesel market place and the greater certainties associated with distribution, integration, production costs and profit margins.

Originally, our approach to the production of ultraclean synthetic fuel was highly focused on the utilization of virtually cost free waste materials as feedstock for our process. We believe our approach to the production of ultra-clean synthetic fuels is differentiated by our business model and technical approach. Our business model focuses on the flexibility to use virtually cost free waste materials some of which are renewable in combination with conventional feed stocks such as natural gas or petroleum coke, as opposed to other approaches which must lock in a certain type of homogeneous feedstock such as natural gas or coal by themselves. Our technical approach involves the use of a low-emission plasma processing system to convert the waste materials into synthesis gas which is then converted into a liquid fuel.

Currently, we are focusing our efforts in the state of Kentucky, Muhlenberg County for our first coal to ultraclean diesel production facility. Over the next twelve months, we anticipate raising additional capital through debt, grants or equity financing to fund our development efforts in the state of Kentucky.

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 have retained Stone and Webster, LTD. Of Milton Keynes, England, a subsidiary of the Shaw Group for design engineering, procurement, construction, and production operations for our renewable fuel projects currently in the planning stages. 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 and experienced providers.

System Overview

The FFI approach for the production of ultra-clean diesel occurs in two stages. In the first stage the feedstock material is fed into a plasma processing system such as the Westinghouse Plasma Gasifier (WPG) which transforms the feedstock material into synthesis gas, which is composed of carbon, hydrogen and oxygen. The heart of Westinghouse’s Plasma Gasifier 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 synthesis gas. Excess heat energy is removed from the resulting synthesis gas and recovered to generate electricity on-site which can be used to provide power to the system. The cooled synthesis gas is then refined for purity and passed to the second stage. In the second stage, the refined synthesis gas, which is composed primarily of carbon, hydrogen and oxygen, is converted into ultra-clean diesel though a modified Fischer-Tropsch gas-to-liquids synthesis process for diesel fuels. The process applies a metallic catalyst to chemically transform the synthesis gas into a liquid fuel which is then refined to fuel-grade standards. This approach is not entirely new; as early as 1936 in Germany similar technology was used with coal-produced synthesis gas to produce diesel and alcohols on a commercial scale. The FFI approach to ultra-clean synthetic fuel production differs from other approaches mainly because our system can utilize multiple feedstock materials that are normally difficult to utilize in a conventional gasifier. The ability to use waste materials is a benefit of a plasma processing system. The Westinghouse Plasma Gasifier has the proven capability to transform a wide variety of waste materials into the synthesis gas in an efficient and environmentally friendly manner.

Select 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.

FFI entered into a fifteen-year land 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-fuel 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-fuel facility when the facility begins operations. The payment of the 1,000,000 shares of FFI common stock was deferred by Venture III until groundbreaking occurs for the waste to fuel facility on said property. Originally, this project was intended to produce synthetic ethanol. As of the date of this report, we have placed this project on hold due to market conditions and community concerns.

The following information is included herein for reference purposes only: 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-fuel 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 fuel.

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-fuel production facility located in New Jersey. As of the date of this report, the company no longer has plans to use bonds to finance this facility. Additionally, in 2007 the company terminated its relationship with Bear Stearns & Co.

In 2007, FFI and Connecticut-based Startech Environmental Corporation have mutually terminated their global strategic alliance to utilize startech plasma gasification systems, which was originally entered into on March 13, 2006.

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 alternative fuel expert Douglas A. Durante to provide information and data about the alternative fuel industry and advise us on the challenges and opportunities we face as we develop and pursue options for entering and supplying this market.

In 2007, we paid $100,000 to Westinghouse Plasma Corporation (WPC) for engineering services related to the design engineering of a Westinghouse Plasma Gasification system intended for an FFI synthetic diesel facility.

In February 2008, FFI paid Shaw Stone & Webster (Shaw), a division of The Shaw Group Inc., for engineering services that will provide a technical basis for a 400 Tonne per day Coal-To-Liquid (CTL) Ultra-Clean Diesel fuel production facility in Muhlenberg County, Kentucky.

As of the date of this report, the FFI team is currently focusing on developing coal to ultraclean diesel fuel projects primarily in the state of Kentucky. The projected output of the projects can range from 50,000,000 gallons per year to 200,000,000 gallons per year. These projects are not yet fully developed; as each project matures management intends to fully disclose project details as appropriate. We currently estimate that the inside battery limits cost of an ultra-clean synthetic diesel waste-to-fuel facility producing approximately 50,000,000 gallons per year could range from $155,000,000 to $225,000,000. This estimate range is qualified by the fact that the actual cost of any facility can be significantly affected by factors such as the exact nature and terms of the project, the market price for engineering, labor and raw construction materials and any environmental or regulatory costs which are highly project dependent. We will require additional capital to develop some of these projects. We anticipate financing these projects through a combination of debt and equity. The financing requirements for each project can be substantially different from one another and may or may not result in significant dilution and or increased indebtedness of the company.

Development Agreement and Amendments:

In 2007, Kentucky fuel Associates agreed to pay Fuel Frontiers, Inc. $2,000,000 per facility as associated with a Development Agreement between FFI and Kentucky Fuel Associates, Inc. (herein, KFA) which was originally signed on July 30, 2007 and subsequently amended twice.

The purpose of the Development Agreement is to initially explore development opportunities for a coal-to-gas-to-liquid fuels (CTL) production facility in the State of Kentucky. FFI has focused corporate efforts in the area of CTL production technologies. KFA has expertise and business relationships in Kentucky which may compliment FFIs CTL efforts.

FFI has granted KFA the exclusive right to locate and develop CTL production projects in the State of Kentucky and the non-exclusive right to perform the same functions throughout the United States. KFA will also have the right to match any third parties proposals for CTL production projects in the United States, subject to FFIs approval.

In consideration of the Development Agreement and for each site located by KFA and accepted by FFI for development, FFI has agreed to pay KFA Seven (7%) percent of the net pre-tax income for each CTL production facility for the life of each facility. Additionally, in consideration for KFAs $2,000,000 funding, FFI will grant KFA a two and one-half (2.5%) percent equity interest in the first CTL facility developed by KFA.

The Development Agreement has a ten (10) year term and is renewable, at the election of the parties, for an additional five (5) year term. The Agreement may be terminated for a breach of any material provision which remains uncured for more than ninety (90) days following written notice of the breach.

In our Quarterly Report on Form 10-Q for the period ending September 30, 2007, under Item 5, titled “Other Information”, we disclosed that Nuclear Solutions had received $200,000 as a partial payment associated with a Development Agreement with Kentucky Fuel Associates, Inc. (“KFA”) The Company received a deposit from KFA for the $200,000 however, the funds were dishonored. To date, KFA has not delivered good funds on this Development Agreement. KFA has indicated that they are working to rectify the situation as soon as possible and management has deferred the receipt of these funds pending further discussions and progress in this matter.

Competition in the fields in which the company is endeavoring is complex. During 2007, we generated limited revenues and we are competing against companies that have significantly greater financial, technical, political and human resources. We are competing with national laboratories, universities, and established corporations, such as Lockheed-Martin, General Atomics, and Raytheon among other similar companies. There are well-established organizations within our business segments that have both name recognition and histories of implemented technologies. In nuclear-related businesses, the competitive field is relatively small but intense and can raise significant barriers to entry. Competition usually stems from name recognition, price, marketing resources, and expertise. Although we have retained marketing and consulting expertise, established competitors could enter the market with new, competing technologies at any time. Our ability to complete will depend on the capabilities of the market-ready technologies and how well we will be able to market these technologies. Additional methods of competition include prior track record of competing for government contracts and experience, greater access to scientific and technical personnel, greater access to capital, greater access to technical facilities, and name or brand establishment.

Competition in the alternative and synthetic fuel marketplace is developing. We have identified Range Fuels, Inc. of Colorado as developing a similar approach to the production of ethanol using wood wastes which are converted in to syngas and subsequently into ethanol. We believe their approach differs from ours in the way their syngas is produced and in the variety of simultaneous feed materials that can be processed.

Over the next twelve months, we anticipate that FFI's development efforts will continue to focus on engineering plant designs as well as project development and financing. These elements will play critical roles in the establishment of FFI's waste-to-fuel projects. While we believe that the appropriate technologies for waste-to-synthetic fuels such as ultra-clean diesel are commercially available, there is, however, no guarantee that commercially available technologies will be appropriate in every instance for the production of fuels and any of FFI's proposed facilities. 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 $500,000 to sustain operations. We anticipate raising this money through debt and/or equity financing which may or may not result in substantial dilution, and/or increase the company's indebtedness.

For the year ended December 31, 2007, 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 during the next 12 months. The successful development of any of our current projects would necessitate that

we would 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. Kenneth Faith, Chief Financial and Principle accounting officer. Jack Young is the president of our subsidiary Fuel Frontiers, Inc. In addition to the named officers, we retain the following independent contractors and consultants: 2- 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.

Item 1A. Risk Factors.

The Company is subject to a high degree of risk. The following risks, if any one or more occurs, could materially harm the business, financial condition or future results of operations of the Company. If that occurs, the trading price of the Company’s common stock could decline.

Cautionary Factors that may Affect Future Results

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

Trends, Risks and Uncertainties

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

Limited operating history; anticipated losses; uncertainly of future results

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

Risk Factors:

INTELLECTUAL PROPERTY RIGHTS

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

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

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

We have not been profitable since our inception. Although we believe that we may recognize revenues during the next twelve months based on our license agreement with IPTH, and expressions of interest from third parties, there can be no assurances as to when and whether we will be able to commercialize our products and technologies and realize any revenues. Our technologies have never been utilized on a large-scale commercial basis.

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

Management of Growth

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

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

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 interest in 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. 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 dependent 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.

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

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 consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Delays in the Introduction of Our Products

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

Dependence on Independent Parties to Produce our Products

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

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.

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

Our officers are not currently being paid all of their salaries. In some cases, officers are not paid at all. Unless we are able to secure additional funding for operations, we cannot guarantee that they will be able to continue to devote sufficient time to the operations of the business.

Sarbanes-Oxley Act of 2002

We will be required to evaluate our internal controls under Section 404 of the Sarbanes-Oxley Act of 2002 (SOX), and any adverse results from such evaluation could result in a loss of investor confidence in our financial reports and have an adverse effect on the price of our shares of common stock. Pursuant to Section 404 of SOX, beginning with our annual report on Form 10-K for the fiscal year ended December 31, 2007, we will be required to furnish a report by management on our internal controls over financial reporting. This report will contain among other matters, an assessment of the effectiveness of our internal control over financial reporting, including a statement as to whether or not our internal control over financial reporting is effective. This assessment must include disclosure of any material weaknesses in our internal control over financial reporting identified by our management. This report must also contain a statement that our auditors have issued an attestation report on our management’s assessment of these internal controls. Public Company Accounting Oversight Board Auditing Standard No. 5 provides the professional standards for auditors to attest to, and report on, our management’s assessment of the effectiveness of internal control over financial reporting under Section 404.

We cannot be certain that we will be able to complete our assessment, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that such internal control is effective. If we are unable to assert that our internal control over financial reporting is effective (or if our auditors are unable to attest that our managements report is fairly stated or they are unable to express an opinion on the effectiveness of our internal controls), we could lose investor confidence in the accuracy and completeness of our financial reports, which could have a material adverse effect on our stock price.

Failure to comply with the new rules may make it more difficult for us to obtain certain types of insurance, including director and officer liability insurance. We may be forced to accept reduced policy limits and coverage and/or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, on committees of our board of directors, or as executive officers.

The SEC has proposed yet another one-year delay in implementation of an independent auditor’s attestation report on the internal controls for the smallest public companies. Chairman Cox had promised this delay in his testimony before the House Committee on Small Business in December 2007.

Under the proposal, non-accelerated filers would be required to provide auditor’s attestation reports beginning with their annual reports filed for fiscal years ending on or after December 15, 2009. The proposal does not affect the requirement that management complete its own assessment of internal control over financial reporting - which is now required for all filers, regardless of size.

Item 1B.

Unresolved Staff Comments. Not Applicable to a Smaller Reporting Company

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 $50,255. 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 Issuer Purchases of Equity Securities.

Market For Common Equity And Related Stockholder Matters

Our common stock is traded on the OTC Electronic Bulletin Board. The following table sets forth the high and low bid prices of our common stock for each quarter for the years 2007 and 2006, including the first quarter of 2008. The quotations set forth below reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Table 1.

Bid Information

Fiscal Quarter Ended	Low		High

March 31, 2008		0.29		0.33

December 31, 2007		0.54		0.62
September 30, 2007		0.40		0.43
June 30, 2007		0.53		0.60
March 31, 2007		0.68		0.73

December 31, 2006		0.80		0.87
September 30, 2006		0.99		1.13
June 30, 2006		1.14		1.19
March 31, 2006		0.80		0.85

(a)

Holders.

Our company has approximately 530 shareholders of its common stock as of December 31, 2007 holding 73,734,095 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

During the fourth quarter of 2007, the Company offered and sold the following securities pursuant to a securities transaction exemption from the registration requirements of the Securities Act of 1933, as amended.

On October 24, 2007, we issued Denise Barbato 2,550,000 common shares valued at $214,200 as a partial payment on the January 8, 2004 debt consolidation agreement.

On December 6, 2007, we issued Frank Howard 200,000 common shares valued at $45,000 for public relations services.

On December 7, 2007, we issued 1,000,000 common shares to Fred Frisco under the terms of a Consulting and Legal Services Agreement valued at $240,000.

On December 12, 2007, we issued 1,187,001 common shares as payment in full to Long Lane Capital, Inc. for our outstanding loan. The outstanding loan principal balance is $100,000 plus $7,423.62 accrued interest. The loan conversion price was pre-determined by contractual agreement.

The securities issued above were issued in a private transaction pursuant to Section 4(2) of the Securities Act of 1933, as amended, (the “Securities Act”). These shares are considered restricted securities and may not be publicly resold unless registered for resale with appropriate governmental agencies or unless exempt from any applicable registration requirements.

(d)	Securities Authorized for Issuance under Equity Compensation Plans

The following table summarizes our equity compensation plan information as of December 31, 2007. 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 be issued upon exercise of outstanding options, warrants and rights (a)			Weighted-average Exercise price of outstanding options, warrants, and rights (b)		Number of Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (c)
Equity Compensation Plans approved by security holders		None			None		None
Equity Compensation Plans not approved by security holders		5,500,000	(1)	$	0.62		-0-
		5,000,000	(2)	$	0.625		-0-
		5,000,000	(3)	$	0.52		3,156,281
Total		15,500,000					3,156,281

(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 2007, we issued 1,367,307 shares from this Plan.

(2) On March 7, 2007, the company adopted a Stock Grant Plan. The plan reserved 5,000,000 shares. The Plan was registered on Form S-8 Registration Statement filed on March 9, 2007. 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 2007, we issued 5,000,000 shares from this Plan.

(3) On November 28, 2007, the company adopted a Stock Grant Plan. The plan reserved 5,000,000 shares. The Plan was registered on Form S-8 Registration Statement filed on December 6, 2007. 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 2007, we issued 1,843,719 shares from this Plan.

Item 6.

Selected Financial Data. Not Applicable to Smaller Reporting Companies

Item 7.

Management’s Discussion and Analysis.

When used in this Form 10-K 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.

Business Overview

Nuclear Solutions, Inc. is engaged in the research, development, and commercialization of innovative product technologies and processes, 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 nuclear technology and synthetic and bio-fuels. The company, through its subsidiaries Fuel Frontiers, Inc. is also engaged in the development of facilities to produce synthetic ultra-clean diesel from waste materials and coal.

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.

Comparison of Results of Operations for the year ended December 31, 2007 to the year ended December 31, 2006

REVENUES

During the year ended December 31, 2007, we recognized revenues of $100,000 resulting from our license sale to I.P. Technology Holding, Inc. This compares to $223,000 in revenues for the same period ended December 31, 2006.

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 collectability 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

For the year ended December 31, 2006, and December 31, 2007 the balance of all accounts receivables was from one customer.

OPERATING EXPENSES

Operating expenses for the period ended December 31, 2007 were $ 4,895,729 and compares to 3,973,934 for the same period ended December 31, 2006. Included in the year ended December 31, 2007 are $2,856,713 and $917,996 in expenses for consulting fees and legal fees respectively. This compares to $2,635,488 in consulting fees and $1,023,392 in legal fees for the year ended December 31, 2006. Legal fees decreased due to decreased activity in the development of intellectual property and filing of patent applications.

During the year ended December 31, 2007 we incurred losses of $5,509,400. This compares to losses of $3,885,078 for the year ended December 31, 2006. 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, 2007, we had a working capital deficit of $5,172,133 which compares to a working capital deficit of $5,114,819 as of December 31, 2006. As a result of our operating losses for the year ended December 31, 2007, we generated a cash flow deficit of $615,950 from operating activities. Cash flows used in investing activities was $0 during the period. Cash flows provided by financing activities were $777,480 on proceeds from short-term notes payable and from the sale of common stock in the year ended December 31, 2007.

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

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, 2007 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, weapon detection technology, Tritiated water remediation technology during the next twelve months. This includes, but is not limited to: $500,000 to $1,000,000 for 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, 2007, 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 7A. Quantitative and Qualitative Disclosure About Market Risk.

Cash and Cash Equivalents

We have historically invested our cash and cash equivalents in short-term, fixed rate, highly rated and highly liquid instruments which are reinvested when they mature throughout the year. Although our existing investments are not considered at risk with respect to changes in interest rates or markets for these instruments, our rate of return on short-term investments could be affected at the time of reinvestment as a result of intervening events. As of December 31, 2007, we had cash and cash equivalents aggregated $192,981.

The Company does not issue or invest in financial instruments or their derivatives for trading or speculative purposes. The operations of the Company are conducted primarily in the United States, and, are not subject to material foreign currency exchange risk. Although the Company has outstanding debt and related interest expense, market risk of interest rate exposure in the United States is currently not material.

Debt

The interest rate on our outstanding debt obligations are fixed and are not subject to market fluctuations. Some of our convertible debt may have its interest costs increased if the debt is converted into common stock because the conversion price is a function of the market price of our common stock.

Item 8. Financial Statements and Supplementary Data.

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

We have had no disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures with any of our accountants for the year ended December 31, 2007 or any interim period. We have not had any other changes in nor have we had any disagreements, whether or not resolved, with our accountants on accounting and financial disclosures during our recent fiscal year or any later interim period.

Item 9A.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “ SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, 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, 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. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures are effective as of December 31, 2007 to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Evaluation of and Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting of the Company. Management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our internal control over financial reporting as of December 31, 2007 based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that, as of December 31, 2007, our internal control over financial reporting were effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the SEC that permit the company to provide only management's report in this annual report.

Changes in Internal Control over Financial Reporting

There was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations.

Our management, including our Principal Executive Officer and Principal 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

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

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

(a)	Directors and Executive Officers

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

Name	Age	Position(s)

Patrick Herda	38	President, CEO, Chairman Board Directors
Kenneth Faith	38	CFO, Principal Accounting Officer,
		Member Board of Directors
John Powers, Ph.D.	73	Member Board of Directors
Jack Young	78	Vice President

PATRICK HERDA, President, CEO, Chairman, Board of Directors

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

KENNETH A. FAITH, Chief Financial Officer, Principal Accounting Officer, Member of the Board of Directors.

On October 9, 2006, Mr. Faith was appointed Chief Financial Officer and Principal Accounting Officer. On December 7, 2006, the Board of Directors nominated Kenneth Faith to the Company's board of directors.

Mr. Faith holds a Bachelor of Science Degree in Accounting from Drexel University, Philadelphia, Pennsylvania.

During the past five years, Mr. Faith has held a variety of executive level positions as outlined below:

PFPC,Inc., Wilmington, DE. February 2006-Present. Title: Fund Accounting and Administration Director. Mr. Faith is responsible for financial reporting, budget analysis and client relations for one of the firm's five largest clients, 92 mutual funds, with a combined net assets of $50 billion.

Citco Mutual Fund Services, Inc., Malvern, PA. March 2003-November 2005. Title: Chief Operating Officer. Mr. Faith was responsible for daily operations, responses to requests for proposal, business planning and client relations of a start up mutual fund service provider. During Mr. Faith's tenure at Citco he was responsible for tripling service assets and firm revenues.

JP Morgan Fleming Asset Management, New York, NY & Wilmington, DE. March 2002-March 2003. Title: Vice President, Fund Financial Intermediaries Operations Quality & Analysis. Mr. Faith's responsibilities included creating analytical reporting for business monitoring, evaluating process flows for efficiency, coordinating with internal and external auditors and performing consulting services for the entire Fund organization. His additional responsibilities included establishing infrastructure to support launch and distribution of new products, improving operational workflows, insuring effective project implementation focused on reducing operational risk.

JOHN POWERS, Ph.D, Member Board of Directors

John Powers is the Chairman of the FirTH Alliance, LLC. The Alliance, created to respond to the emerging terrorist threat, includes senior executives and public safety leaders who helped formulate the nation’s contingency planning, continuity of operations, emergency preparedness and infrastructure assurance programs.

John’s approach to Managing the Response to a Major Terrorist Event was highlighted in McGraw Hill’s 2004/2005 Annual Review of Homeland Security. It is based on an “automated game plan” across a region that will enable participating jurisdictions to respond decisively following a catastrophic incident.

John is concurrently serving as a principal in a DTRA effort to prevent the infiltration of a nuclear weapon into the US and is developing a comprehensive countermeasures architecture that will move detection and interdiction as close to the source as possible. The centerpiece of this proposed architecture will be a rigorous indications and warning system with levels of awareness and graduated response actions.

From 1996 to 1998, Dr. Powers served as a Commissioner and the Executive Director of the President’s Commission on Critical Infrastructure Protection. There, he managed the research, provided overall direction to the Commission’s deliberations and led the formulation of the “national structures” recommendations adopted by the President in PDD 63.

Dr. Powers joined the Federal Emergency Management Agency in 1983 and served as the head of its Office of Civil Preparedness and then its Office of Federal Preparedness. From 1993 to 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 those states.

From 1978 to 1983, he served as the Director of Research and Technical Assessment for the Department of Energy. His first assignment was as Executive Director for the Interagency Review Group on Nuclear Waste Management reporting to President Jimmy Carter and then as Executive Director of the DOE precursor to the Synthetic Fuels Corporation in which he managed the award of seven billion dollars to stimulate new alternative energy projects.

Previously, he created one of the early pattern recognition programs, developed the skin friction law used in the Polaris nose cone, projected, stochastically, the commercial value of the proposed new energy technologies (contributing to the cancellation of two $2 billion demo projects), created a safeguards and security design methodology for nuclear facilities (parts of which are still in use) and managed development of the National Coal Model.

In 1954, at the age of 19, he entered the U.S. Naval Flight Training program and upon completion was commissioned in the United States Marine Corps. After leaving active duty in 1958, he continued in the Marine Corps Reserve. As a reservist, he commanded an A4 squadron at Willow Grove, PA, 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 of Corporate Development and President of Fuel Frontiers, Inc.

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

(b) Identify Significant Employees.

BORIS MUCHNIK, TECHNICAL CONSULTANT

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

(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 2007, and we believe that each person who, at any time during 2007, 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 2007, except as follows: (1) Jack Young did not file a Form 5.

CODE OF ETHICAL CONDUCT.

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

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

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

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

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

o Compliance with applicable governmental laws, rules and regulations,

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

and

o Accountability for adherence to the Code.

Item 11. Executive Compensation

The following information is provided concerning the compensation of the named executive officers for the last two fiscal years:

Table 1.

SUMMARY COMPENSATION

Name												Non-Equity Incentive Plan		Nonqualified Deferred		All Other
and								Stock		Option		Compensa-		Compensation		Compensa-
Principal			Salary			Bonus		Awards		Awards		tion		Earnings		tion		Total
Position	Year		($)			($)		($)		($)		($)		($)		($)		($)
(a)	(b)		(c)			(d)		(e)		(f)		(g)		(h)		(i)		(j)

Patrick Herda,		2006		110,000	(1)		-0-		-0-		-0-		-0-		-0-		-0-		110,000
Pres., CEO and		2007		55,000	(1)		16,196		630,000		-0-		-0-		-0-		-0-		701,196
Director (1)

Ken Faith, CFO		2006		-0-			-0-		44,250		-0-		-0-		-0-		-0-		44,250
and Director (2)		2007		-0-			-0-		108,000		-0-		-0-		-0-		-0-		108,000

Jack Young, V.P		2006		-0-			-0-		-0-		-0-		-0-		-0-		-0-		-0-
		2007		-0-			-0-		72,000		-0-		-0-		-0-		-0-		72,000

(1) Patrick Herda, Nuclear Solutions,Inc. President and Chief Executive Officer’s base salary for the fiscal year ending December 31, 2007 was $55,000. During 2007, the board of directors authorized the issuance of 3,500,000 shares of common stock valued at $630,000. As of the date of this report the shares have not been issued. The board authorized increasing Mr. Herda’s base annual salary to $250,000 commencing March 2, 2008. For the year ended 2007, Mr. Herda was paid $71,196 of which $55,000 was salary and $16,196 bonus. The Company paid him $17,500 of his unpaid and accured salary for prior year. All unpaid salary has been accrued. As of December 31, 2007, Mr. Herda's accrued unpaid executive compensation was $523,646.

(2) Kenneth Faith joined the Company in the last quarter of fiscal year 2006. Kenneth Faith, is Nuclear Solutions, Inc. Chief Financial and Principal Accounting Officer did not receive a salary during fiscal year ending December 31, 2007. During 2007, the board of directors did authorize the issuance of 600,000 shares common stock valued at $108,000. The shares have not been issued. The board authorized setting Mr. Faith’s annual base salary at $225,000 commencing March 2, 2008.

(3) Jack Young, Vice President of Nuclear Solutions, Inc. and President of Fuel Frontiers, Inc., a company subsidiary, did not receive a salary during fiscal year ending December 31, 2007. During 2007, the board of directors authorized the issuance of 400,000 shares to Mr. Young valued at $72,000. The board of directors authorized setting Mr. Young’s annual base salary at $185,000 as President of Future Fuels, Inc. commencing March 2, 2008.

GRANTS OF PLAN-BASED AWARDS We made no grants from plans to any executive officer during the fiscal year ended December 31, 2007.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END There were no outstanding equity awards to any executive officer at the end of the fiscal year ended December 31, 2007. The grants had been awarded, however, the shares had not been issued and delivered as of December 31, 2007.

Grants of Plan-Based Awards

We made three common stock grants of restricted stock to Patrick Herda, Kenneth Faith and Jack Young during the fiscal year ending December 31, 2007.

Outstanding Equity Awards at Fiscal Year-End

There were no outstanding equity awards to any executive officer at the end of the fiscal year ended December 31, 2007.

Director Compensation

The Company has not established any policy concerning director compensation. However, the board of directors authorized paying John Powers, a member of our board of directors, 150,000 shares, valued at $26,250 as annual director compensation. Presently, Mr. Powers is the only director who will receive annual director compensation.

DIRECTOR INDEPENDENCE

Director Independence

The Board has determined that we do not have a majority of independent directors as that term is defined under Rule 4200(a) (15) of the Nasdaq Marketplace Rules, even though such definition does not currently apply to us, because we are not listed on Nasdaq.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

We presently have no Board committees. Until further determination, the full Board will undertake the duties of the audit committee, compensation committee and nominating committee. We do not currently have an “audit committee financial expert” since we currently do not have an audit committee in place.

The Company does not currently have a process for security holders to send communications to the Board.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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, 2007. Beneficial Ownership of more than 5% based on 73,734,095 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.

(b) Security Ownership of Management. Based on 73,734,095 shares as set forth in (a) above as of December 31, 2007.

Table 2.

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

Common Stock

Patrick Herda		5505 Connecticut Ave NW		4,135,000	(1)		4.88	%
		Suite 191
		Washington, DC 20015

Kenneth Faith		5505 Connecticut Ave., NW		775,000	(2)		0.91	%
		Suite 191
		Washington, D.C. 20015

John Powers		5505 Connecticut Ave NW		420,000	(3)		0.50	%
		Suite 191
		Washington, DC 20015

Jack Young		5505 Connecticut Ave NW		400,000	(4)		0.47	%
		Suite 191
		Washington, DC 20015

Total				5,730,000			6.76	%

(1) 3,500,000 shares have been authorized for issuance, but have not yet been issued.

(2) 600,000 shares have been authorized for issuance, but have not yet been issued.

(3) 150,000 shares have been authorized for issuance, but have not yet been issued.

(4) 400,000 shares have been authorized for issuance, but have not yet been issued.

Item 13. Certain Relationships and Related Transactions and Director Independence.

(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 March 2, 2008, the board of directors established the following annual base salaries for its principal executive officers. There are no employment agreements between the company and any of its officers.

Patrick Herda, Nuclear Solutions,Inc. President and Chief Executive Officer’s base salary for the fiscal year ending December 31, 2007 was $55,000. During 2007, the board of directors authorized the issuance of 3,500,000 shares of common stock valued at $630,000. The shares have not been issued. The board authorized increasing Mr. Herda’s base annual salary to $250,000 commencing March 2, 2008.

Kenneth Faith, Nuclear Solutions, Inc. Chief Financial and Principal Accounting Officer did not receive a salary during fiscal year ending December 31, 2007. During 2007, the board of directors did authorize the issuance of 600,000 shares common stock valued at $108,000. The shares have not been issued. The board authorized setting Mr. Faith’s annual base salary at $225,000 commencing March 2, 2008.

Jack Young, Vice President of Nuclear Solutions, Inc. and President of Fuel Frontiers, Inc., a company subsidiary, did not receive a salary during fiscal year ending December 31, 2007. During 2007, the board of directors authorized the issuance of 400,000 shares to Mr. Young valued at $72,000. The board of directors authorized setting Mr. Young’s annual base salary at $185,000 as President of Future Fuels, Inc. commencing March 2, 2008.

During 2007, the board of directors authorized the issuance of 150,000 shares to John Powers, member of the board of directors, valued at $27,000. The shares have not been issued.

On March 2, 2008, the Board of Directors authorized paying John Powers, a member of our board of directors, 150,000 shares valued at $26,250 as annual director compensation.

On June 4, 2007 the Company received $12,000 pursuant to a promissory note payable to John Powers, a director, bearing interest at 12% per year and maturing on June 4, 2008. The note is convertible into common stock at the rate of 50% of market value. We have recorded a beneficial conversion feature in the amount of $12,000. The discount is being amortized over the term of the debt, through June 4, 2008. Amortization of debt discount for the year ended December 31, 2007 was $6,884.

(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 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 2007 and 2006, RBSM, LLP as our auditor for our fiscal year ending December 31, 2007.

	Year End 12-31-07		Year End 12-31-06

Audit Fees	$	52,622	$	57,040
Audit-related Fees		-0-		-0-
Tax Fees		-0-		-0-
All other fees		-0-		-0-
Total Fees	$	52,622	$	57,040

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 2007 or 2006.

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 2007 or 2006.

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 2007 did not engage any other persons or firms other than the principal accountant's full-time, permanent employees.

Item 15. Exhibits and Financial Statement Schedules

(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 RBSM 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.

SIGNATURES

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

Dated: April 15, 2008

Nuclear Solutions, Inc.

/s/ Patrick Herda		/s/ Kenneth Faith
By: Patrick Herda		By: Kenneth Faith
Title: CEO		Title: CFO

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

/s/ Patrick Herda		April 15, 2008
By: Patrick Herda
Title: CEO, Director

/s/ Kenneth Faith		April 15, 2008
By: Kenneth Faith
Title: Director

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FINANCIAL STATEMENTS AND SCHEDULES

DECEMBER 31, 2007

NUCLEAR SOLUTIONS, INC.
AND SUBSIDIARIES

Index to Financial Statements

	Page No.

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheet at December 31, 2007 and 2006	F-3

Consolidated Statements of Losses for the years ended December 31, 2007, 2006 and 2005	F-4

Consolidated Statements of Deficiency in Stockholders' Equity for the years ended December 31, 2007, 2006 and 2005	F-5

Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005	F-6

Notes to Consolidated Financial Statements	F-7 to F-19

F-1

RBSM LLP

Certified Public Accountants

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING 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, 2007 and 2006 and the related consolidated statements of losses, deficiency in stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2007. 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, 2007 and 2006, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, inconformity 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/ RBSM LLP
		RBSM LLP
		Certified Public Accountants

New York, NY

April 11, 2008

F-2

NUCLEAR SOLUTIONS ,INC

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2007			2006

ASSETS

Current assets:
Cash	$	192,981		$	31,451
Prepaid expenses		112,900			9,200

Total current assets		305,881			40,651

Property and equipment, net of accumulated depreciation of $28,019 and $21,718, respectively (Note 5)		7,625			13,926

Other assets		1,800			9,300

Total assets	$	315,306		$	63,877

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued expenses	$	3,938,962		$	3,179,366
Accrued executive compensation (Note 6)		995,112			1,033,392
Convertible notes payable - related parties, net of discount of $5,115 and $0, respectively (Note 8)		45,885			39,000
Convertible notes payable - other, net of discount of $233,168 and and $0, respectively (Note 7)		498,055			903,711

Total current liabilities		5,478,014			5,155,469

Derivative liability (Note 7)		13,311			-

Total liabilities		5,491,325			5,155,469

Commitments and contingencies

Deficiency in stockholders' equity (Note 9)
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, 73,734,095 and 53,665,644 issued and outstanding, respectively		7,374			5,367
Additional paid-in capital		16,802,581			10,927,066
Deferred equity based expense		(1,058,503	)		(605,954	)
Accumulated deficit		(20,927,471	)		(15,418,071	)

Total deficiency in stockholders' equity		(5,176,019	)		(5,091,592	)

Total liabilities and deficiency in stockholders' equity	$	315,306		$	63,877

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

F-3

NUCLEAR SOLUTIONS, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF LOSSES

	For the Years Ended December 31,
	2007			2006			2005

Revenue	$	100,000		$	223,000		$	302,500

Executive compensation		892,000			110,000			432,500
Consulting		2,856,713			2,635,488			2,917,791
Legal and professional fees		975,419			1,085,157			551,565
General and administrative expenses		165,296			137,477			104,817
Depreciation and amortization		6,301			5,812			5,483

		4,895,729			3,973,934			4,012,156

Loss from operations		(4,795,729	)		(3,750,934	)		(3,709,656	)

Other expense
Interest expense		(634,082	)		(134,144	)		(110,614	)
Finance costs		-			-			(60,000	)
Change in fair value of derivative liability		(79,589	)		-			-
Loss before provision for income taxes		(5,509,400	)		(3,885,078	)		(3,880,270	)

Provision for income taxes		-			-			-
Net loss	$	(5,509,400	)	$	(3,885,078	)	$	(3,880,270	)

Basic and diluted loss per share	$	(0.09	)	$	(0.08	)	$	(0.10	)

Weighted average number of common shares outstanding, basic and diluted		61,999,349			49,474,808			40,542,060

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

F-4

NUCLEAR SOLUTIONS, INC

AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY

FOR THE PERIOD JANUARY 1, 2005 TO DECEMBER 31, 2007

														Total Deficiency
	Common Stock				Additional			Deferred Equity			Accumulated			in Stockholders'
	Shares		Amount		Paid - In Capital			Based Expense			Deficit			Equity

Balance, January 1, 2005		36,598,646	$	3,660	$	4,786,346		$	(385,287	)	$	(7,652,723	)	$	(3,248,004	)

Shares issued for services		4,402,940		440		2,689,467			(930,245	)		-			1,759,662

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

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

Shares issued for accrued expenses		2,510,223		251		463,189			-			-			463,440

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

Shares issued for payment of debt		454,054		46		67,154			-			-			67,200

Net loss		-		-		-			-			(3,880,270	)		(3,880,270	)

Balance, December 31, 2005		43,965,863		4,397		8,228,656			(363,890	)		(11,532,993	)		(3,663,830	)

Shares issued for services		1,446,099		145		1,104,570			-			-			1,104,715

Shares issued for accrued expenses		2,192,779		219		1,077,226			-			-			1,077,445

Shares issued for payment of debt		4,989,545		499		460,721			-			-			461,220

Stock issued upon exercise of options		250,000		25		24,975			-			-			25,000

Stock issued upon cashless exercise of warants		821,358		82		(82	)		-			-			-

Beneficial conversion feature		-		-		31,000	��		-			-			31,000

Deferred compensation		-		-		-			(1,562,525	)		-			(1,562,525	)

Amortization of deferred compensation		-		-		-			1,320,461			-			1,320,461

Net loss		-		-		-			-			(3,885,078	)		(3,885,078	)

Balance December 31, 2006		53,665,644		5,367		10,927,066			(605,954	)		(15,418,071	)		(5,091,592	)

Shares issued for services		5,813,762		581		2,611,838			-			-			2,612,419

Shares issued for accrued expenses		2,087,688		209		1,382,097			-			-			1,382,306

Shares issued for payment of debt and Interest		12,167,001		1,217		1,037,822			-			-			1,039,039

Beneficial conversion feature		-		-		736,371			-			-			736,371

Reclassification of derivative liability						107,387									107,387

Deferred compensation		-		-		-			(2,589,255	)		-			(2,589,255	)

Amortization of deferred compensation		-		-		-			2,136,706			-			2,136,706

Net loss		-		-		-			-			(5,509,400	)		(5,509,400	)

Balance December 31, 2007		73,734,095	$	7,374	$	16,802,581		$	(1,058,503	)	$	(20,927,471	)	$	(5,176,019	)

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

F-5

NUCLEAR SOLUTIONS ,INC

AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

	For the Years Ended December 31,
	2007			2006			2005

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(5,509,400	)	$	(3,885,078	)	$	(3,880,270	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		6,302			5,812			5,483
Amortization of debt discount - beneficial conversion feature of convertible note and warrants		539,197			31,000			60,000
Change in fair value of derivative liability		79,589			-
Stock and warrants issued for services		4,749,125			2,425,176			3,337,244
Changes in operating assets and liabilities:
Accounts receivable		-			60,000			(60,000	)
Prepaid Expenses		(103,700	)		(9,200	)		-
Other Assets		7,500			(7,500	)		-
Accounts payable and accrued expenses		(346,283	)		1,349,368			241,408
Accrued executive compensation		(38,280	)		(19,393	)		195,236

Net cash used in operating activities		(615,950	)		(49,815	)		(100,899	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		-			(7,430	)		-

Net cash used in investing activities		-			(7,430	)		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt		777,480			41,000			(12,425	)
Proceeds fro sale of common stock		-			25,000			60,000

Net cash provided by financing activities		777,480			66,000			47,575

Net increase (decrease) in cash		161,530			8,755			(53,324	)

Cash, beginning of period		31,451			22,696			76,020

Cash, end of period	$	192,981		$	31,451		$	22,696

Supplemental disclosures:
Cash paid for:
Interest
Income taxes

Non-cash investing and financial activities:
Amortization of debt discount - beneficial conversion feature of convertible note and warrants	$	522,866		$	31,000		$	60,000
Payment of debt and interest with common stock	$	1,039,039		$	461,220
Beneficial conversion discount	$	777,480		$	31,000
Payment of accrued expenses with common stock	$	1,382,306		$	1,077,445		$	67,200

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

F-6

NUCLEAR SOLUTIONS, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2007

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

On September 2, 2005 the Company formed a wholly owned subsidiary, Fuel Frontiers Inc., formally, Future Fuels, Inc., which has had minimal operations through December 31, 2007.

On July 31, 2006 the company formed a wholly owned subsidiary, Liquidyne Fuels, which has had no activity through December 31, 2007.

The consolidated financial statements include the accounts of the Company and its subsidiaries. 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.

Business Concentration

For the years ended December 31, 2007, 2006 and 2005, we earned all of our revenue from one customer.

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, 2007 or 2006.

Concentrations of Credit Risk

Financial instruments and related items which potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company places its cash and temporary cash investments with credit quality institutions and has not experienced any losses in its accounts. At December 31, 2007, deposits exceeded federally insured limits by approximately $93,000.

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 estimated useful lives of five years.

F-7

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 long-lived assets during the years ended December 31, 2007, 2006 or 2005.

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, 2007, 2006 or 2005.

Use of Estimates

The preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

F-8

Fair Value of Financial Instruments

The carrying amounts of certain financial instruments, including cash, accounts payable and accrued expenses and notes payable approximate their fair value as of December 31, 2007 and 2006 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, 2007, 2006 and 2005, the Company had 9,324,983, 10,806,455 and 15,498,865 potentially dilutive securities, respectively.

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.

In July 2006, the FASB issued FIN 48, "Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109" ("FIN 48"). FIN 48 clarifies the recognition threshold and measurement of a tax position taken on a tax return. FIN 48 is effective for fiscal years beginning after December 15, 2006. FIN 48 also requires expanded disclosure with respect to the uncertainty in income taxes.

Stock Based Compensation

On January 1, 2006, we adopted the fair value recognition provisions of Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards ("SFAS") No. 123(R), Accounting for Stock-Based Compensation, to account for compensation costs under our stock option plans. We previously utilized the intrinsic value method under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (as amended) ("APB 25"). Under the intrinsic value method prescribed by APB 25, no compensation costs were recognized for our employee stock options because the option exercise price equaled the market price on the date of grant. Prior to January 1, 2006, we only disclosed the pro forma effects on net income and earnings per share as if the fair value recognition provisions of SFAS 123(R) had been utilized.

In adopting SFAS No. 123(R), we elected to use the modified prospective method to account for the transition from the intrinsic value method to the fair value recognition method. Under the modified prospective method, compensation cost is recognized from the adoption date forward for all new stock options granted and for any outstanding unvested awards as if the fair value method had been applied to those awards as of the date of grant. We had no outstanding unvested awards at the adoption date and we had no outstanding unvested awards during the 2005 comparative period.

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.

F-9

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 for the year ended December 31, 2005 is as follows:

Net loss as reported	$	(3,880,269	)
Current period expense calculated under APB 25		162,500
Stock compensation calculated under SFAS 123		(163,953	)

Pro forma net loss	$	(3,881,722	)

Basic and diluted historical loss per share	$	(0.09	)
Pro forma basic and diluted loss per share	$	(0.09	)

Liquidity

As shown in the accompanying financial statements, the Company has incurred net losses of $5,509,400, $3,885,078 and $3,880,270 during the years ended December 31, 2007, 2006 and 2005, respectively. The Company's current liabilities exceeded its current assets by $5,172,133 as of December 31, 2007. Consequently, its operations are subject to all risks inherent in the establishment of a new business enterprise.

New Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS 159 permits entities to choose to measure many financial instruments, and certain other items, at fair value. SFAS 159 applies to reporting periods beginning after November 15, 2007. The adoption of SFAS 159 is not expected to have a material impact on the Company’s financial condition or results of operations.

In December 2007, the FASB issued SFAS No. 141(R) “Business Combinations”, (“SFAS 141(R)”). This Statement replaces the original FASB Statement No. 141. This Statement retains a fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. The objective of this SFAS 141(R) is to improve the relevance, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. To accomplish that, SFAS 141(R) establishes principles and requirements for how the acquirer: (1) Recognizes and measurers in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. (2) Recognized and measurer the goodwill acquired in the business combination or a gain from a bargain purchase. (3) Determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This Statement apples prospectively to business combinations for which the acquisition date is on of after the beginning of the first annual reporting period beginning on or after December 15, 2008 and may not be applied before that date. We do not expect the new standard to have any material impact on our financial statements.

F-10

In December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51”. (“SFAS 160”). This Statement amends the original Accounting Review Board (ARB) NO. 51 “Consolidated Financial Statements” to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This Statement is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008 and may not be applied before that date. We do not currently expect the new standard to have any material impact on our financial statements.

Reclassifications

Certain items in the 2006 financial statements have been reclassified to conform to the current period presentation. The reclassifications had no effect on results of operations or cash flow.

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 $5,509,400 for the year ended December 31, 2007, and a working capital deficiency of $5,172,133 and a stockholders' deficiency of $5,176,019 at December 31, 2007. These factors raise substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional funds and implement its business plan. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable 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.

F-11

During the year ended December 31, 2007, the Company adopted Financial Accounting Standards Board (FASB) Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" (FIN 48), which supplements SFAS No. 109, "Accounting for Income Taxes," by defining the confidence level that a tax position must meet in order to be recognized in the financial statements. The Interpretation requires that the tax effects of a position be recognized only if it is "more-likely-than-not" to be sustained based solely on its technical merits as of the reporting date. The more-likely-than-not threshold represents a positive assertion by management that a company is entitled to the economic benefits of a tax position. If a tax position is not considered more-likely- than-not to be sustained based solely on its technical merits no benefits of the tax position are to be recognized. Moreover, the more-likely-than-not threshold must continue to be met in each reporting period to support continued recognition of a benefit. With the adoption of FIN 48, companies are required to adjust their financial statements to reflect only those tax positions that are more-likely-than-not to be sustained. Any necessary adjustment would be recorded directly to retained earnings and reported as a change in accounting principle.

As of December 31, 2007 we have fully allowed for any deferred tax assets as management has determined that it is more-likely-than-not that we will no sustain the use of our net operating loss carryforwards and have established a valuation allowance for them. The valuation allowance increased by $797,000 and $919,000 during the years ended December 31, 2007 and 2006, respectively.

Significant components of the Company's deferred income tax assets at December 31, 2007 and 2006 are as follows:

	2007			2006
Deferred income tax asset:
Net operating loss carryforward	$	4,954,000		$	4,157,000
Valuation allowance		(4,954,000	)		(4,157,000	)

Net deferred tax asset	$	-		$	-

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:

	2007			2006			2005
U.S. federal statutory rate		-35	%		-35	%		-35	%
Valuation allowance		35	%		35	%		35	%

Total		-			-			-

F-12

As of December 31, 2007, 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

2000		28,719		2020
2001		710,858		2021
2002		1,902,582		2022
2003		1,663,209		2023
2004		1,474,681		2024
2005		3,471,737		2025
2006		2,625,635		2026
2007		2,278,195		2027

Upon adoption of FIN 48 as of January 1, 2007, the Company had no gross unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods. At December 31, 2007 the amount of gross unrecognized tax benefits before valuation allowances and the amount that would favorably affect the effective income tax rate in future periods after valuation allowances were $0. These amounts consider the guidance in FIN 48-1, "Definition of Settlement in FASB Interpretation No. 48". The Company has not accrued any additional interest or penalties as a result of the adoption of FIN 48.

The Company files income tax returns in the United States federal jurisdiction and certain states in the United States. The Company is in the process of preparing and filing its US federal returns. The 2000 through 2007 federal returns are considered open tax years as of the date of these consolidated financial statements. No tax returns are currently under examination by any tax authorities.

NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2007 and 2006 consists of the following:

	2007			2006
Office equipment	$	26,021		$	26,021
Computer equipment and software		7,173			7,173
Furniture and fixtures		2,450			2,450
		35,644			35,644
Less: accumulated depreciation		(28,019	)		(21,718	)

Net property and equipment	$	7,625		$	13,926

Depreciation expense totaled $6,301, $5,812 and $5,483 for the years ended December 31, 2007, 2006 and 2005, respectively.

NOTE 6 - ACCRUED EXECUTIVE COMPENSATION

The Company had an Employment Agreement with Paul M. Brown, its former president, whereby the Company was 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, 2007, 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. For the year 2006, Mr. Herda's salary was $110,000 and for the year 2007 Mr. Herda's salary is $55,000. The Company has been unable to pay Mr. Herda's his full salary in past years and these unpaid sums have been accrued. As of December 31, 2007, the balance of accrued executive compensation was $523,646.

F-13

On January 23, 2002, the Company hired John Dempsey as the vice president at an annual base salary of $120,000. Mr. Dempsey resigned effective September 5, 2005. The Company has been unable to pay Mr. Dempsey's full salary in past years and these unpaid sums have been accrued. As of December 31, 2007, the amount accrued was $328,799 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 - CONVERTIBLE DEBT

Notes payable at December 31, 2007 and 2006 are as follows:

	December 31,			December 31,
	2007			2006
Denise Barbato, bearing interest at 10% per year, convertible into common stock at $0.084 per share. The note is payable on December 31, 2008	$	34,723		$	862,711
Denise Barbato, bearing interest at 10% per year, convertible into common stock at $0.084 per share. The notes are payable on December 31, 2008		696,500			31,000
Global Atomic Inc. demand note payable to related party at 10% per year, convertible into common stock at $1.00 per share		4,000			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			15,000
Jackie Brown, demand note payable to related party, non -interest bearing, convertible into common stock at $1.00 per share		20,000			20,000
Long Lane Capital demand note at 12 % per year		—			10,000
John Powers note, convertible into common stock
At a 50% discount to market; interest rate 12%; maturity June 4, 2008		12,000			—
Total notes payable		782,223			942,711
Less: current portion		(782,223	)		(942,711	)
Balance notes payable (long term portion)	$	—		$	—

During the year ended December 31, 2007 the Company received advances from Denise Barbato in the amount of $665,500. The advances are convertible into common stock at the rate of $0.084 per share and the due date has been extended to December 31, 2008. Since the advances are convertible at a discount to market, the Company has recorded a debt discount related to the beneficial conversion feature in the amount of $665,500, based on the proceeds received. The discount is being amortized over the term of the debt, through December 31, 2008. Amortization of debt discount for the year ended December 31, 2007 was $432,333.

During 2007 the Company issued an aggregate of 10,955,000 shares of common stock as payment of $827,988 of principle and $92,232 of accrued interest to Denise Barbato.

In March and April, 2007 the Company received an advance from Long Lane Capital in the amount of $99,980, pursuant to a $100,000 credit facility. The advance is convertible into common stock at the rate of 50% of market value and is due in March 2008. In connection with the total credit facility we have issued a common stock purchase warrant for 500,000 shares of common stock, exercisable at $0.35 per share. In accordance with EITF 00-27, a portion of the proceeds of the current advance was allocated to the warrant associated with the current debt based on its relative fair value, which totaled $70,871 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 100%, (3) risk-free interest rate of 4.5%, and (4) expected life of 2 years. We have also recorded a beneficial conversion feature in the amount of $29,109, based on the proceeds allocated to the debt. The aggregate discount is being amortized over the term of the debt, through March 28, 2008. Amortization of debt discount for the year December 31, 2007 was $99,980.

F-14

During December, 2007 we issued 1,187,001 shares of common stock upon conversion of the Long Lane Capital advances of $99,980, plus accrued interest of $7,444.

The embedded conversion option related to the Long Lane Capital credit facility is accounted for under EITF issue No. 00-19 "Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock". We have determined that the embedded conversion option is a derivative liability. Accordingly, the embedded conversion option will be marked to market through earnings at the end of each reporting period. The conversion option is valued using the Black-Scholes valuation model. For the year ended December 31, 2007, the Company reflected a charge of $78,279 representing the change in the value of the embedded conversion option. As a result of the conversion of the debt, we have reclassified an aggregate of $107,387 of our derivative liability to additional paid in capital. This amount represents the fair value of the derivative liability on the date of conversion.

The embedded conversion option related to the Powers note is accounted for under EITF issue No. 00-19. We have determined that the embedded conversion option is a derivative liability. Accordingly, the embedded conversion option will be marked to market through earnings at the end of each reporting period. The conversion option is valued using the Black-Scholes valuation model. For the year ended December 31, 2007, the Company reflected a charge of $1,310 representing the change in the value of the embedded conversion option.

On March 16, 2007 the Company issued 25,000 shares of common stock as payment of $10,000 of principle and $1,395 of accrued interest to Long Lane Capital. During February, 2006, the Company had received $10,000 pursuant to a demand promissory note bearing interest at 12% per year.

In March 31, 2006 the Company received advances from Denise Barbato in the amount of $31,000. The advances are convertible into common stock at the rate of $0.084 per share and are due December 31, 2008. Since the notes are convertible at a discount to market, the Company has recorded a debt discount related to the beneficial conversion feature in the amount of $31,000, based on the proceeds received. The discount is being amortized over the term of the debt, through August 31, 2006. Amortization of debt discount for the year ended December 31, 2006 was $31,000.

During October and November 2006 the Company issued 1,880,000 shares of common stock as payment of $110,424 of principal and $47,495 of accrued interest to Denise Barbato.

In April 2006 the company issued 309,545 shares to Long Lane capital as payment for a February 2005 note of $60,000 plus accrued interest of $8,100.

NOTE 8 - 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, 2007 and 2006, the amount due is $4,000. Accrued interest was $2,600 and $2,200 at December 31, 2007 and 2006, respectively.

F-15

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, 2007 and 2006, the amount due is $15,000. Accrued interest was $9,125 and $7,625 at December 31, 2007 and 2006, respectively.

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

NOTE 9 - 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, 2007 and 2006, the Company has issued and outstanding 73,734,095 and 53,665,644 shares of common stock, respectively.

During the year ended December 31, 2007 the Company issued an aggregate of 5,813,762 shares of common stock, valued at $2,612,419, for consulting services.

During the year ended December 31, 2007 the Company issued 2,087,688 shares as payment of expenses accrued at December 31, 2006 in the amount of $1,382,306.

During the year ended December 31, 2007 the Company issued an aggregate of 10,955,000 shares of common stock as payment of $827,988 of principle and $92,232 of accrued interest to Denise Barbato.

During December, 2007 we issued 1,187,001 shares of common stock upon conversion of the Long Lane Capital advances of $99,980, plus accrued interest of $7,444.

During March 2007 the Company issued 25,000 shares of common stock as payment of $11,395 of principle and interest due to Long Lane Capital.

In connection with the Long Lane Capital credit facility we have issued a common stock purchase warrant for 500,000 shares of common stock, exercisable at $0.35 per share.

During the year ended December 31, 2006 the Company issued an aggregate of 1,446,099 shares of common stock, valued at $1,104,715 for consulting services.

During the year ended December 31, 2006 the Company issued an aggregate of 2,192,779 shares as payment of expenses accrued at December 31, 2005 in the amount of $1,077,445.

During January 2006 the Company issued 2,000,000 shares of common stock as payment of $168,000 of interest accrued to Denise Barbato.

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 of $60,000 plus accrued interest of $8,100.

During September 2006 the Company issued 800,000 shares of common stock as payment of $67,200 of interest accrued to Denise Barbato.

F-16

On August 30, 2006, Long Lane Capital, Inc. exercised its two common stock warrants, aggregating 1,000,000 shares, under the cashless exercise provisions of the warrant agreements dated October 5, 2004 and February 26, 2005 and received 428,155 and 393,203 shares respectively.

During October and November 2006 the Company issued 1,880,000 shares of common stock as payment of $110,424.63 of principal and $47,495.37 of interest accrued to Denise Barbato.

During the quarter ended September 30, 2006 the Company received $25,000 and issued 250,000 shares of common stock upon the exercise of options.

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 debt of $60,000, plus accrued interest of $7,200.

In February, 2005, the Company issued Long Lane Capital a warrant to purchase 500,000 shares of common stock in connection with a financing transaction. 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. The Company recorded a financing expense attributable to the warrants and the beneficial conversion feature of $60,000.

NOTE 10 - COMMITMENTS

November 3, 2005, FFI entered into a fifteen-year land 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. 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 1,000,000 shares of FFI common stock was deferred by Venture III until groundbreaking occurs for the waste to fuel facility on said property.

For the years ended December 31, 2007, 2006 and 2005 the company paid $63,293, $59,714 and $56,095 in rent expense respectively. The Company does not currently have any long-term lease commitments except as noted above.

F-17

NOTE 11 -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, 2007

	Number of Shares			Weighted Average Exercise Price

Outstanding at January 1, 2005		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			0.34
Granted		—			—
Exercised		(1,250,000	)		0.34
Canceled or expired		—			—

Outstanding at December 31, 2006		—			—
Granted		500,000			0.35
Exercised		—			—
Canceled or expired		—			—
Outstanding at December 31, 2007		500,000		$	0.35

In April 2007, in connection with the total credit facility, we issued Long Lane Capital a warrant to purchase 500,000 shares of common stock, exercisable at $0.35 per share. In accordance with EITF 00-27, a portion of the proceeds of the current advance was allocated to the warrant associated with the current debt based on its relative fair value, which totaled $70,871 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 100%, (3) risk-free interest rate of 4.5%, and (4) expected life of 2 years.

In February, 2005, in connection with a financing arrangement, 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.

NOTE 12 - 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.

F-18

On March 9, 2007, the Company registered 5,000,000 common shares under a new Stock Grant Plan. The Stock Grant Plan is intended to serve as an incentive to and to encourage stock ownership by certain directors, officers, employees of and certain persons rendering contract services to the Company, so that they may acquire or increase their proprietary interest in the success of the Corporation, and to encourage them to remain in the Corporation's service.

On November 28, 2007, the company adopted a Stock Grant Plan. The plan reserved 5,000,000 shares. The Plan was registered on Form S-8 Registration Statement filed on December 6, 2007. 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.

NOTE 13 - SUBSEQUENT EVENTS

Subsequent to December 31, 2007, the company issued 8,887,000 restricted shares to Denis Barbato as a partial payment on the January 8, 2004 debt consolidated agreement.

Subsequent to December 31, 2007, the company issued 1,752,715 shares valued at $648,918 for consulting services and 426,136 shares valued at $150,000 for legal fees.

F-19

Positive
Negative
Uncertain
Constraining
Legalese
Litigious
Readability	8th grade Avg

U.S Fuel (USFF) Inactive 10-K2007 FY Annual report

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