U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 9, 2005
NUCLEAR SOLUTIONS, INC.
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(Exact Name of registrant as specified in its Charter)
Nevada 0-31959 88-0433815
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(State of Incorporation) Commission File No. (IRS Employer
Identification No.)
5505 Connecticut Ave., N.W. Ste.191, Washington,D.C. 20015
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, (202) 787 - 1951
(Registrant's former name and address)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions below:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR 240-14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240-13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
As previously reported, we have begun to evaluate various technologies
pertaining to the production of renewable fuels such as ethanol. We have
identified a technology relating to the production of synthesis gas (syngas)
from carbonaceous materials and the subsequent production of alcohol products
and derivatives from the syngas. Examples of carbonaceous materials include
municipal solid wastes, agricultural wastes, scrap wood, used tires, and other
similar wastes. The alcohol products and derivatives include clean burning
alcohol fuels.
In connection with this "Waste to Fuel" business proposal, we organized
a Nevada corporation called Future Fuels, Inc. Future Fuels has entered into a
feedstock agreement (Exhibit 10.0) with Ocean County Recycling Center, Inc., a
New Jersey corporation (OCRC). OCRC operates a recycling center in Toms River,
New Jersey. Future Fuels will propose to finance and construct a
waste-to-ethanol production facility on a portion of land located at the OCRC
recycling site.
Additionally, Future Fuels, Inc. has entered into a real property lease
agreement with Venture III Associates, a New Jersey General Partnership (Exhibit
10.1). The lease agreement will provide Future Fuels with approximately a six
(6) acre site for its proposed waste-to-ethanol production facility located on a
portion of the OCRC recycling site. The term of the lease is fifteen (15) years
with the right to renew the lease for nine successive ten year periods. In
consideration for the lease, Future Fuels will issue Venture III Associates One
Million shares of Future Fuels common stock with the execution of the lease. On
the first date of waste-to-ethanol facility operation, Future Fuels will pay the
sum of $240,000 annually in equal monthly installments, plus three (3%) percent
of the net operating profit of the waste-to-ethanol facility.
The complete terms and conditions of these two agreements are attached
as Exhibits 10.0 and 10.1. Our brief description of these agreements is entirely
qualified by the content of these attached agreements.
FORWARD-LOOKING STATEMENT NOTICE:
This report on Form 8-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-KSB are only estimates and
predictions. Our actual results could differ materially from those anticipated
as a result of risk facing us or actual events differing from the assumptions
underlying such forward-looking statements. Readers are cautioned not to place
undue reliance on 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 7.01 Regulation FD Disclosure
On November 9, 2005, Nuclear Solutions, Inc. issued a press release
announcing the subject matter of Item 1.01 above. The press release is attached
as Exhibit 99.
Limitation on Incorporation by Reference
In accordance with General Instruction B.2 of Form 8-K, the information
set forth in this Item 7.01 will not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange
Act"), or otherwise subject to the liabilities of that section, nor will such
information be deemed incorporated by reference in any filing under the
Securities Act or the Exchange Act, except as will be expressly set forth by
specific reference in such a filing. The information set forth in this Item 7.01
will not be deemed an admission of materiality of any information in this report
on Form 8-K that is required to be disclosed solely to satisfy the requirements
of Regulation FD.
Item 8.01 Other Events
On September 2, 2005, we incorporated a Nevada corporation named Future
Fuels, Inc. We intend to conduct our proposed waste-to-ethanol business through
this corporation. Jack Young is acting as the Future Fuel president.
Item 9.01 Financial Statements and Exhibits
(c) Index to Exhibits.
Exhibit Number Description
10.0 Feedstock Agreement dated November 3, 2005
10.1 Lease Agreement dated November 3, 2005
99 Press Release November 9, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Nuclear Solutions, Inc.
Dated: November 9, 2005
_s/s Patrick Herda
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Patrick Herda
Title: President