<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                   FORM 10-QSB

    |X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                For the quarterly period ended December 31, 2003

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

                         COMMISSION FILE NUMBER 0-25377

                                 NURESCELL INC.




A Nevada Corporation                            IRS Employer Identification No.:
                                                          33-0805583

                          Principal Executive Offices:
                                  P.O. Box 116
                              North Haven, CT 06473

                                 (203) 239-9734



Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 |_|

Number of shares of common stock outstanding at January 21, 2004: 46,060,025

Transitional Small Business Disclosure Format: Yes |X| No |_|

<PAGE>

                                 NURESCELL INC.
                          (A DEVELOPMENT STAGE COMPANY)




                              INDEX TO FORM 10-QSB

                                DECEMBER 31, 2003

                                                                       Page Nos.
                                                                       ---------

PART I - FINANCIAL INFORMATION

    ITEM 1. - Financial Statements                                          2-13

    ITEM 2. - Management's Discussion and Analysis or Plan of Operation    14-15

    ITEM 3. - Controls and Procedures                                         16

PART II - OTHER INFORMATION

    ITEM 3. - Defaults Upon Senior Securities                                 16

    ITEM 4. - Submission of Matters to a Vote of Security Holders             17

    ITEM 6. - Exhibits and Reports on Form 8-K                             17-18

              Signatures and Required Certification                        19-21






                                       1
<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                             CONDENSED BALANCE SHEET
                                   (UNAUDITED)

                                DECEMBER 31, 2003

                                     ASSETS
CURRENT ASSETS:


Cash                                                               $      5,390
                                                                   -------------
      TOTAL ASSETS                                                 $      5,390
                                                                   =============




                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:

  Convertible notes payable - ATI - related party                  $  1,000,000
  Convertible notes payable - Triton - related party                    690,000
  Accounts payable                                                      345,687
  Due to stockholders and former officers                               450,920
  Accrued expenses                                                    1,744,550
  Unearned revenue                                                      300,000
                                                                   -------------
        TOTAL CURRENT LIABILITIES                                     4,531,157
                                                                   -------------

STOCKHOLDERS' DEFICIENCY:
  Preferred stock - $0.0001 par value; 1,000,000 shares
    authorized; -0- shares issued and outstanding                            --
  Common stock - $0.0001 par value; 50,000,000 shares
    authorized; 46,070,238 shares issued and 46,060,025
    shares outstanding                                                    4,607
  Additional paid-in capital                                          6,695,151
  Treasury stock, at cost - 10,213 shares                               (30,000)
  Deficit accumulated during the development stage                  (11,195,525)
                                                                   -------------
        TOTAL STOCKHOLDERS' DEFICIENCY                               (4,525,767)
                                                                   -------------
        TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY             $      5,390
                                                                   =============


            See accompanying notes to condensed financial statements.

                                       2
<PAGE>
<TABLE>

                                                  NURESCELL INC.
                                       (A Company in the Development Stage)

                                        CONDENSED STATEMENTS OF OPERATIONS
                                                   (UNAUDITED)
<CAPTION>

                                                                                                      For the
                                                                                                    Period from
                                                                                                    May 12, 1998
                                        For the Three Months         For the Nine Months Ended         (Date of
                                         Ended December 31,               December 31,            Inception) to
                                    -----------------------------   -----------------------------   December 31,
                                        2003            2002            2003            2002            2003
                                    -------------   -------------   -------------   -------------   -------------
<S>                                 <C>             <C>             <C>             <C>             <C>
SALES                               $         --    $         --    $         --    $         --    $         --

COST OF SALES                                 --              --              --              --              --
                                    -------------   -------------   -------------   -------------   -------------
GROSS PROFIT                                  --              --              --              --              --
                                    -------------   -------------   -------------   -------------   -------------
OPERATING EXPENSES:
  Bad debt                                    --              --              --              --          33,700
  General and administrative              44,660           5,455         114,782          78,660         265,792
                                    -------------   -------------   -------------   -------------   -------------
    TOTAL OPERATING EXPENSES              44,660           5,455         114,782          78,660         299,492
                                    -------------   -------------   -------------   -------------   -------------

LOSS FROM OPERATIONS                     (44,660)         (5,455)       (114,782)        (78,660)       (299,492)

OTHER INCOME (EXPENSE):
  Interest Expense                            --              --              --              --         (16,236)
                                    -------------   -------------   -------------   -------------   -------------
LOSS FROM CONTINUING OPERATIONS          (44,660)         (5,455)       (114,782)        (78,660)       (315,728)

LOSS FROM DISCONTINUED OPERATIONS       (109,584)        (71,096)       (184,834)       (195,590)    (10,879,797)
                                    -------------   -------------   -------------   -------------   -------------
    NET LOSS                        $   (154,244)   $    (76,551)   $   (299,616)   $   (274,250)   $(11,195,525)
                                    =============   =============   =============   =============   =============

BASIC AND DILUTED LOSS PER SHARE:
  Continued operations              $      (0.00)   $      (0.00)   $      (0.00)   $      (0.01)
  Discontinued operations                  (0.00)          (0.00)          (0.01)          (0.01)
                                    -------------   -------------   -------------   -------------
    NET LOSS PER SHARE              $      (0.00)   $      (0.00)   $      (0.01)   $      (0.02)
                                    =============   =============   =============   =============

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING:
    Basic and diluted                 46,060,025      16,060,025      46,060,025      16,060,025
                                    =============   =============   =============   =============


                            See accompanying notes to condensed financial statements.

                                                        3
</TABLE>
<PAGE>
<TABLE>

                                         NURESCELL INC.
                              (A Company in the Development Stage)

                             STATEMENTS OF STOCKHOLDERS' DEFICIENCY

               FOR THE PERIOD FROM INCEPTION (MAY 12, 1998) TO DECEMBER 31, 2003

<CAPTION>

                                               Common Stock          Additional       Stock
                                         --------------------------    Paid-in     Subscription
                                           Shares        Amount        Capital      Receivable
                                         ------------  ------------  ------------  ------------
<S>                                       <C>          <C>           <C>           <C>
Issuance of common stock
  Cash - Founding Shareholders
   (May and June 1998 at $.001 per
   share)                                  2,500,000   $       250   $     2,250   $        --
  Purchase of Technology
   (June 1998 at $.0001)                  10,000,000         1,000        (1,000)           --
  Cash - $1.00 per share (August 1998)       498,000            50       497,950            --
  Cash - $5.00 per share, net of
    issuance cost (September 1998)            79,000             8       349,992            --
  Common stock subscriptions                   5,000            --        25,000            --
Fair value of options                             --            --        30,000            --
Net loss, as restated for March 31, 1999          --            --            --            --
                                         ------------  ------------  ------------  ------------
BALANCE, MARCH 31, 1999                   13,082,000         1,308       904,192            --

Issuance of common stock
  Consulting services (May 1999
    through December 1999 at
    $1.12 - $3.50 per share)                 692,000            69     1,591,138            --
  Exercise of stock options
    (October 1999 at $.50 per share)         120,000            12        59,988            --
  Exercise of stock options
    (January 2000 at $1.00 per share)         15,000             2        14,998            --
  Exercise of stock options
    (March 2000 at $2.00 per share)           10,000             1        19,999            --
  Settlement of related party accruals
    (January 2000 at $2.13 per share)        524,226            52     1,113,928            --
  Award to directors and officers
    (January 2000 at $2.13 per share)        734,562            74     1,560,870            --
  Cash (April 1999 at $5.00)                  14,000             1        69,999            --
  Purchase of 10,213 shares of
    treasury stock at $2.94 per share             --            --            --            --
Fair value of options                             --            --       691,756            --
Fair value of warrants                            --            --       102,696            --
Net loss                                          --            --            --            --
                                         ------------  ------------  ------------  ------------
BALANCE, MARCH 31, 2000                   15,191,788   $     1,519   $ 6,129,564            --
                                         ============  ============  ============  ============
</TABLE>

                   See accompanying notes to condensed financial statements.

                                               4
<PAGE>
<TABLE>

                                    NURESCELL INC.
                         (A Company in the Development Stage)

                     STATEMENTS OF STOCKHOLDERS' DEFICIENCY

          FOR THE PERIOD FROM INCEPTION (MAY 12, 1998) TO DECEMBER 31, 2003

<CAPTION>

                                             Treasury      Accumulated
                                               Stock         Deficit         Total
                                            ------------   ------------   ------------
<S>                                         <C>            <C>            <C>
Issuance of common stock
  Cash - Founding Shareholders
   (May and June 1998 at $.001 per share)   $        --    $        --    $     2,500
  Purchase of Technology
   (June 1998 at $.0001)                             --             --             --
  Cash - $1.00 per share (August 1998)               --             --        498,000
  Cash - $5.00 per share, net of
    issuance cost (September 1998)                   --             --        350,000
  Common stock subscriptions                         --             --         25,000
Fair value of options                                --             --         30,000
Net loss, as restated for March 31, 1999             --       (674,526)      (674,526)
                                            ------------   ------------   ------------
BALANCE, MARCH 31, 1999                              --       (674,526)       230,974

Issuance of common stock
  Consulting services (May 1999
    through December 1999 at
    $1.12 - $3.50 per share)                         --             --      1,591,207
  Exercise of stock options
    (October 1999 at $.50 per share)                 --             --         60,000
  Exercise of stock options
    (January 2000 at $1.00 per share)                --             --         15,000
  Exercise of stock options
    (March 2000 at $2.00 per share)                  --             --         20,000
  Settlement of related party accruals
    (January 2000 at $2.13 per share)                --             --      1,113,980
  Award to directors and officers
    (January 2000 at $2.13 per share)                --             --      1,560,944
  Cash (April 1999 at $5.00)                         --             --         70,000
  Purchase of 10,213 shares of
    treasury stock at $2.94 per share           (30,000)            --        (30,000)
Fair value of options                                --             --        691,756
Fair value of warrants                               --             --        102,696
Net loss                                             --     (6,416,192)    (6,416,192)
                                            ------------   ------------   ------------
BALANCE, MARCH 31, 2000                     $   (30,000)   $(7,090,718)   $  (989,635)
                                            ============   ============   ============
</TABLE>

               See accompanying notes to condensed financial statements.

                                           5
<PAGE>
<TABLE>

                                       NURESCELL INC.
                            (A Company in the Development Stage)

                           STATEMENTS OF STOCKHOLDERS' DEFICIENCY

             FOR THE PERIOD FROM INCEPTION (MAY 12, 1998) TO DECEMBER 31, 2003

<CAPTION>

                                               Common Stock        Additional     Stock
                                         ------------------------    Paid-in   Subscription
                                           Shares       Amount       Capital    Receivable
                                         -----------  -----------  -----------  -----------
<S>                                      <C>          <C>          <C>          <C>
BALANCE, MARCH 31, 2000                  15,191,788   $    1,519   $6,129,564   $       --

Issuance of common stock
  Exercise of stock options (May 2000
    at $1.00 per share)                       7,500            1        7,499           --
  Exercise of stock options (June 2000
    at $0.25 per share)                     100,000           10       24,990      (25,000)
  Settlement of lawsuit (August 2000
    at $1.03 per share)                      34,000            3       35,058           --
  Settlement of lawsuit (February 2001
    at $0.34 per share)                      50,000            5       17,185           --
  Conversion of debt (August 2000 at
    $0.53 per share)                        250,000           25      132,475           --
  Conversion of debt (January 2001 at
    $0.29 per share)                        336,950           34      100,000           --
  To employee (August 2000 at $0.62
    per share)                              100,000           10       62,490           --
Fair value of options and warrants               --           --      158,890           --
Net loss                                         --           --           --           --
                                         -----------  -----------  -----------  -----------
BALANCE, MARCH 31, 2001                  16,070,238        1,607    6,668,151      (25,000)

Net loss                                         --           --           --           --
                                         -----------  -----------  -----------  -----------
BALANCE, MARCH 31, 2002                  16,070,238        1,607    6,668,151      (25,000)

Conversion of debt (March 2003 at
  $.001 per share)                       30,000,000        3,000       27,000           --
Write-off of stock subscription
  receivable                                     --           --           --       25,000
Net loss                                         --           --           --           --
                                         -----------  -----------  -----------  -----------
BALANCE, MARCH 31, 2003                  46,070,238        4,607    6,695,151           --

Net loss                                         --           --           --           --
                                         -----------  -----------  -----------  -----------
BALANCE, DECEMBER 31, 2003               46,070,238   $    4,607   $6,695,151   $       --
                                         ===========  ===========  ===========  ===========
</TABLE>

                 See accompanying notes to condensed financial statements.

                                             6

<PAGE>
<TABLE>

                                    NURESCELL INC.
                         (A Company in the Development Stage)

                       STATEMENTS OF STOCKHOLDERS' DEFICIENCY

          FOR THE PERIOD FROM INCEPTION (MAY 12, 1998) TO DECEMBER 31, 2003

<CAPTION>

                                           Treasury      Accumulated
                                            Stock          Deficit          Total
                                         -------------   -------------   -------------
<S>                                      <C>             <C>             <C>
BALANCE, MARCH 31, 2000                  $    (30,000)   $ (7,090,718)   $   (989,635)

Issuance of common stock
  Exercise of stock options (May 2000
    at $1.00 per share)                            --              --           7,500
  Exercise of stock options (June 2000
    at $0.25 per share)                            --              --              --
  Settlement of lawsuit (August 2000
    at $1.03 per share)                            --              --          35,061
  Settlement of lawsuit (February 2001
    at $0.34 per share)                            --              --          17,190
  Conversion of debt (August 2000 at
    $0.53 per share)                               --              --         132,500
  Conversion of debt (January 2001 at
    $0.29 per share)                               --              --         100,034
  To employee (August 2000 at $0.62
    per share)                                     --              --          62,500
Fair value of options and warrants                 --              --         158,890
Net loss                                           --      (1,037,792)     (1,037,792)
                                         -------------   -------------   -------------
BALANCE, MARCH 31, 2001                       (30,000)     (8,128,510)     (1,513,752)

Net loss                                           --      (2,318,071)     (2,318,071)
                                         -------------   -------------   -------------
BALANCE, MARCH 31, 2002                       (30,000)    (10,446,581)     (3,831,823)

Conversion of debt (March 2003 at
  $.001 per share)                                 --              --          30,000
Write-off of stock subscription
  receivable                                       --              --          25,000
Net loss                                           --        (449,328)       (449,328)
                                         -------------   -------------   -------------
BALANCE, MARCH 31, 2003                       (30,000)    (10,895,909)     (4,226,151)

Net loss                                           --        (299,616)       (299,616)
                                         -------------   -------------   -------------
BALANCE, DECEMBER 31, 2003              $     (30,000)   $(11,195,525)   $ (4,525,767)
                                         =============   =============   =============
</TABLE>


               See accompanying notes to condensed financial statements.

                                           7

<PAGE>
<TABLE>

                                          NURESCELL INC.
                               (A Company in the Development Stage)

                                     STATEMENTS OF CASH FLOWS
                                            (UNAUDITED)
<CAPTION>

                                                                                     For the Period
                                                       For the Nine Months Ended    from May 12, 1998
                                                             December 31,          (Date of Inception)
                                                     -----------------------------   to December 31,
                                                         2003            2002             2003
                                                     -------------   -------------   ---------------
<S>                                                  <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                           $   (299,616)   $   (274,250)   $(11,195,525)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
      Depreciation                                             --          11,573          60,145
      Bad debts                                                --              --          33,700
      Inventory write-down                                     --              --          64,537
      Write-off of intangible assets                           --              --          87,944
      Amortization of discount on notes payable                --              --         556,579
      Loss on abandonment of computer software                 --              --          39,026
      Issuance of stock for services and                       --              --       4,380,882
        settlement                                             --              --         880,646
      Fair value of options and warrants                       --              --        (280,000)
  Changes in Assets (Increase) Decrease:
    Accounts receivable - related party                        --              --          (8,700)
    Inventory                                                  --              --         (64,537)
  Changes in Liabilities Increase (Decrease):
    Accounts payable                                       49,288          36,180         345,687
    Accrued expenses                                      241,930         334,664       1,744,550
    Accrued termination fee                                    --              --       1,000,000
    Unearned revenue                                     (150,000)       (150,000)        300,000
                                                     -------------   -------------   -------------
      NET CASH USED IN OPERATING ACTIVITIES              (158,398)        (41,833)     (2,055,066)
                                                     -------------   -------------   -------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment                          --              --         (99,171)
  Acquisition of intangibles                                   --              --         (87,944)
                                                     -------------   -------------   -------------
      NET CASH USED IN INVESTING ACTIVITIES                    --              --        (187,115)
                                                     -------------   -------------   -------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from sale of common stock                           --              --       1,018,000
  Prepaid financing costs                                      --              --         (96,349)
  Proceeds from stockholders and former officers
    loan - net                                            158,663          41,833         450,920
  Proceeds from issuance of convertible notes                  --              --         875,000
                                                     -------------   -------------   -------------
     NET CASH PROVIDED BY FINANCING ACTIVITIES            158,663          41,833       2,247,571
                                                     -------------   -------------   -------------
NET INCREASE IN CASH                                          265              --           5,390

CASH - BEGINNING OF YEAR                                    5,125              --              --
                                                     -------------   -------------   -------------
CASH - END OF PERIOD                                 $      5,390   $          --   $       5,390
                                                     =============   =============   =============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
--------------------------------------------------

  Cash paid during the year for:
    Interest                                         $         --    $         --    $      7,359
                                                     =============   =============   =============
    Income taxes                                     $         --    $         --    $      1,600
                                                     =============   =============   =============
</TABLE>

                     See accompanying notes to condensed financial statements.

                                                 8
<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - BUSINESS AND CONTINUED OPERATIONS

Nurescell Inc. (the "Company") is a development stage company that was formed in
1998 for the purpose of developing and commercially exploiting a proprietary
radiation shielding technology (the "Nurescell Technology") for use by the
nuclear power industry and others producing, handling or storing radioactive
materials. The Nurescell Technology material, which is comprised of a unique
composite of materials, was designed for incorporation into the structural
components of new and existing nuclear reactors and other facilities in order to
provide a cost-effective safeguard from the lethal effect of radiation while
achieving a minimal disruption to existing facilities. In addition, it was
expected to provide an innovative shielding material for various other purposes,
including nuclear accelerator and defense research applications. To date, the
Company has failed to generate any significant revenue from the Nurescell
Technology. Having exhausted all of its funding and without any source of
revenue, the Company has been forced to reduce its operations to a minimal
level. On March 21, 2003, the Company entered into a Restructure Agreement (the
"Restructure Agreement") with Triton Private Equities Fund, L.P. ("Triton"),
Advanced Technology Industries, Inc. ("ATI") (a related party) and ATI's
subsidiary, ATI Nuklear AG ("AG"), pursuant to which Triton has taken control of
the Company and the Company will divest itself of the Nurescell Technology, as
described in more detail below.

The Restructure Agreement provides for the transfer by the Company to ATI or AG
of all right, title and interest in and to the Nurescell Technology in return
for the cancellation by ATI and AG of all debts and other obligations owed to
either of them by the Company (the "ATI Obligations"), consisting primarily of a
$1 million promissory note, plus interest, secured by the Nurescell Technology
(among other things) and approximately $200,000 in short-term cash advances and
payments made by ATI to or on behalf of the Company. The Restructure Agreement
also provides for conversion of the Company's notes payable to Triton, which
will give Triton a controlling interest in the Company.

The Restructure Agreement contains various customary provisions relating to the
Company, ATI and AG. Those provisions include, among other things,
representations and warranties with respect to (I) the execution and
enforceability of the Restructure Agreement and (ii) title to, and absence of
liens on, the Nurescell Technology. The preparation and circulation of an
Information Statement to the Company's stockholders is a condition to the
completion of the Restructure Agreement. The Information Statement was given or
sent to stockholders on or about December 29, 2003, and it is expected that
completion of the Restructure Agreement will occur on January 21, 2004. In light
of AG's security interest in the Nurescell Technology in connection with the ATI
obligations, the parties have agreed that the transfer of the Nurescell
Technology pursuant to the Restructure Agreement constitutes a transfer of
collateral pursuant to Section 9609 of the California Uniform Commercial Code.

                                       9
<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - BUSINESS AND CONTINUED OPERATIONS (CONTINUED)

Following the transfer of the Nurescell Technology, the Company expects to have
essentially no assets. However, after that transfer, as well as certain
anticipated conversions of outstanding debt into common stock, it is expected
that the Company will be left with only approximately $259,543 in liabilities.
It is expected that those remaining liabilities will either be settled for cash
using funds provided by Triton or paid with funds provided by a third party in
conjunction with a possible merger or other consolidation with the Company
(which is currently being investigated by Triton). As the transfer of the
Nurescell Technology will involve a transfer of assets in return for
cancellation of certain indebtedness, the Company's current stockholders will
receive no payment as a result of that transfer and will retain their equity
interests in the Company following the consummation of the transaction. For
accounting purposes, the Company will treat the transfer of the Nurescell
Technology as an exchange for the extinguishment of debt. Since the Company and
ATI are related parties, any gain resulting from this Restructure Agreement will
be accounted for on the closing date as an increase to paid-in capital.

The transfer of the Nurescell Technology for the debt does not result in a gain
or loss for this extinguishment transaction in the Company's financial
statements. Accounting Principles Board Opinion ("APB") No. 26 provides that
extinguishment transactions between related parties are a capital transaction.
Any difference between the historical carrying value of the technology asset and
the debt extinguished will be reflected through additional paid-in-capital.

As part of the Restructure Agreement, the remaining unearned revenue on the
license agreement with AG will not result in a gain or loss, but the remaining
amount will be reflected through additional paid-in capital.

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. However, as shown in
the accompanying financial statements, the Company is in the development stage
and has incurred losses from operations since inception. As of December 31,
2003, the Company had an accumulated deficit since inception of $11,195,525. All
of the factors discussed above raise substantial doubt about the Company's
ability to continue as a going concern.

Management's business plan will require additional financing. To support its
operations during the nine months ended December 31, 2003, the Company borrowed
monies from a stockholder in the amount of $158,663.

The Company is actively seeking a merger or other business combination with a
private company. The Company's ability to continue as a going concern is
dependent upon additional financing, restructuring its existing liabilities, and
the successful completion of a merger or other business combination. No
assurance can be given that the Company will be successful in locating a
candidate for a merger or other business combination and/or completing such
transaction. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

NOTE 2 - MANAGEMENT REPRESENTATION

The financial statements included herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information normally included in the financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been omitted pursuant to such rules and
regulations. However, the Company believes that the disclosures are adequate to
make the information presented not misleading. It is suggested that the
financial statements be read in conjunction with the audited financial
statements and notes for the fiscal year ended March 31, 2003 included in the
Company's annual report on Form 10-KSB. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation, have been included. The interim results are not necessarily
indicative of the results for the full year.

                                       10
<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 3 - NEW PRONOUNCEMENTS

As permitted under SFAS No. 148, "Accounting for Stock-Based Compensation -
Transaction and Disclosure"' which amended SFAS No. 123, "Accounting for
Stock-Based Compensation", the Company has elected to continue to follow the
intrinsic value method in accounting for its stock-based employee compensation
arrangements as defined by Accounting Principles Board Opinion ("APB") No. 25,
"Accounting for Stock Issued to Employees", and related interpretations
including FASB Interpretation No. 44, "Accounting for Certain Transactions
Involving Stock Compensation", an interpretation of APB. 25. No stock-based
employee compensation cost is reflected in operations, as all options granted
under those plans have an exercise price equal to or above the market value of
the underlying common stock on the date of grant. The follow table illustrates
the effect on net loss and net loss per share if the Company had applied the
fair value recognition provisions of SFAS 123 to stock-based employee
compensation:


                                                          Nine Months Ended
                                                            December 31,
                                                         2003           2002
                                                      -----------    -----------

Net loss attributable to common shareholders
 As reported                                          $ (299,616)    $ (274,250)
 Less:  Stock-based employee compensation
  expense determined under fair value-based
  method for all awards                                       --             --
                                                      -----------    -----------
 Pro forma                                            $ (299,616)    $ (274,250)
                                                      ===========    ===========
Basic and diluted net loss per share
 As reported
        Continuing operations                         $    (0.00)    $    (0.01)
        Discontinued operations                            (0.01)         (0.01)
                                                      ===========    ===========
 Net loss per share                                   $    (0.01)    $    (0.02)
                                                      ===========    ===========
 Pro forma
        Continuing operations                         $    (0.00)    $    (0.01)
        Discontinued operations                            (0.01)         (0.01)
                                                      ===========    ===========
 Net loss per share                                   $    (0.01)    $    (0.02)
                                                      ===========    ===========

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." The statement amends and
clarifies accounting for derivative instruments, including certain derivatives
instruments embedded in other contracts and for hedging activities under SFAS
133. This Statement is effective for contracts entered into or modified after
June 30, 2003, except as stated below and for hedging relationships designated
after June 30, 2003 the guidance should be applied prospectively. The provisions
of this Statement that relate to SFAS 133 Implementation Issues that have been
effective for fiscal quarters that began prior to June 15, 2003, should continue
to be applied in accordance with respective effective dates. In addition,
certain provisions relating to forward purchases or sales of when-issued
securities or other securities that do not yet exist, should be applied to
existing contracts as well as new contracts entered into after June 30, 2003.
The adoption of SFAS No. 149, which became effective for contracts entered into
or modified after June 30, 2003, did not have any impact on the Company's
financial position, results of operations or cash flows.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity" ("SFAS 150").
SFAS 150 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances). SFAS 150 became effective
for financial instruments entered into or modified after May 31, 2003, and
otherwise became effective at the beginning of the first interim period
beginning after June 15, 2003. The adoption of SFAS 150 did not have any impact
on the Company's consolidated results of operations, financial position or cash
flows.

                                       11
<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 4 - DISCONTINUED OPERATIONS

In the Restructure Agreement, the Company has agreed to transfer the Nurescell
Technology to AG upon the occurrence of certain conditions. Accordingly, the
Company's operations have been reflected as discontinued operations in the
accompanying statements of operations.

The following information summarizes the operating results of the Nurescell
Technology for the periods indicated below:

<TABLE>
<CAPTION>
                                                                                                       For the
                                                                                                     Period from
                                                                                                    May 12, 1998
                                         For the Three Months         For the Nine Months Ended        (Date of
                                          Ended December 31,               December 31,           Inception) to
                                    -----------------------------   -----------------------------   December 31,
                                        2003            2002            2003            2002             2003
                                    -------------   -------------   -------------   -------------   -------------
<S>                                 <C>             <C>             <C>             <C>             <C>
OPERATING RESULTS:
  Revenue - net                     $         --    $         --    $         --    $         --    $         --

GROSS PROFIT (LOSS)                           --              --              --              --              --

OPERATING EXPENSES:
  Research and development                    --              --              --              --         472,476
  General and administrative              75,681          38,104          92,896          98,024       8,399,788
  Depreciation                                --           3,794              --          11,572          58,923
  Interest expense - net                  83,903          79,198         241,938         235,994       1,733,764
  Termination fee                             --              --              --              --       1,000,000
  Loss on inventory write down                --              --              --              --          64,537
  Write-off of intangible assets              --              --              --              --          87,944
  Loss on abandonment of computer
    Software                                  --              --              --              --          39,026
  Gain on conversion of debt                  --              --              --              --        (280,000)
                                    -------------   -------------   -------------   -------------   -------------
    TOTAL OPERATING EXPENSES             159,584         121,096         334,834         345,590      11,576,458
                                    -------------   -------------   -------------   -------------   -------------
LOSS FROM OPERATIONS                    (159,584)       (121,096)       (334,834)       (345,590)    (11,576,458)

OTHER INCOME
  License fee revenue                     50,000          50,000         150,000         150,000         696,661
                                    -------------   -------------   -------------   -------------   -------------

LOSS FROM DISCONTINUED OPERATIONS   $   (109,584)   $    (71,096)   $   (184,834)   $   (195,590)   $(10,879,797)
                                    =============   =============   =============   =============   =============
</TABLE>

Additionally, liabilities associated with the discontinued operations include
the following at December 31, 2003:



Convertible notes payable - ATI (related party)              $1,000,000
Convertible notes payable - Triton (related party)              690,000
Due to stockholders and former officers                         450,920
Accrued expenses                                              1,744,550
Unearned revenue                                                300,000
                                                             -----------
                                                             $4,185,470
                                                             ===========


                                       12
<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 5 - ACCRUED EXPENSES



Accrued expenses consist of the following at December 31, 2003:

       Accrued directors' fees                                       $   58,000
       Accrued salary                                                   521,937
       Accrued interest and penalties -($1,095,367 related parties)   1,117,929
       Accrued payroll taxes                                              5,476
       Other advances                                                    41,208
                                                                     -----------
                                                                     $1,744,550
                                                                     ===========

NOTE 6 - DEFAULTS UPON SENIOR SECURITIES

On December 15, 1999 and February 8, 2000, respectively, the Company issued two
convertible promissory notes to Triton, each with a face value of $385,000 and
bearing interest at 8% per annum. As of December 31, 2003, the combined
outstanding principal balance of those notes was $690,000. On December 1, 2001,
the Company defaulted with respect to those notes. The parties expect to remedy
the default pursuant to the terms of the Restructure Agreement

NOTE 7 - LOSS PER SHARE

Securities that could potentially dilute basic earnings per share ("EPS") in the
future, and were not included in the computation of diluted EPS because to do so
would have been anti-dilutive for the periods presented, consist of the
following:


                                                        As of December 31,
                                                   -----------------------------
                                                       2003             2002
                                                   -------------   -------------
Option to purchase common stock                               --              --
Warrants to purchase common stock                             --          75,000
Common stock reserved for the conversion of
  note payable to ATI                                 15,000,000      15,000,000
Convertible notes payable and accrued interest
  (assumed conversion at December 31, 2003 and
   2002 at a market price of $.001)                2,102,827,000   1,981,427,000
Accounts payable, accrued expenses and due to
  stockholders & former officers ($722,458)           72,246,000              --
                                                   -------------   -------------
Totals                                             2,190,073,000   1,996,502,000
                                                   =============   =============


NOTE 8 - SUBSEQUENT EVENT

The Restructure Agreement was completed on January 21, 2004. Accordingly, the
Company has transferred to ATI or AG all right, title and interest in and to the
Nurescell Technology in return for the cancellation by ATI and AG of the ATI
Obligations. Certain notes payable to Triton are also being converted, which
will increase Triton's controlling interest in the Company.

                                       13
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

THIS SECTION CONTAINS FORWARD-LOOKING STATEMENTS, INCLUDING STATEMENTS REGARDING
THE COMPANY'S PROSPECTS FOR CONTINUED OPERATION AND EXISTENCE AND STATEMENTS
REGARDING THE COMPANY'S PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS. THOSE
FORWARD-LOOKING STATEMENTS ARE BASED ON MANAGEMENT'S CURRENT EXPECTATIONS AND
ARE SUBJECT TO A NUMBER OF RISKS, FACTORS AND UNCERTAINTIES THAT MAY CAUSE
ACTUAL RESULTS, EVENTS AND PERFORMANCE TO DIFFER MATERIALLY FROM THOSE REFERRED
TO IN THE FORWARD-LOOKING STATEMENTS. THOSE RISKS, FACTORS AND UNCERTAINTIES
INCLUDE, BUT ARE NOT LIMITED TO, THE COMPANY'S HISTORY OF NET LOSSES,
UNCERTAINTY AS TO THE AVAILABILITY OF REQUIRED FUNDING AND UNCERTAINTY AS TO THE
COMPANY'S ABILITY TO MAINTAIN OPERATIONS AT ANY LEVEL. THE CAUTIONARY STATEMENTS
MADE IN THIS SECTION SHOULD BE READ AS BEING APPLIED TO ALL RELATED
FORWARD-LOOKING STATEMENTS WHEREVER THEY APPEAR IN THIS DOCUMENT. THIS SECTION
SHOULD BE READ IN CONJUNCTION WITH THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB
FOR THE FISCAL YEAR ENDED MARCH 31, 2003.

PLAN OF OPERATION.

The Company is a development stage company, with its operations to date
principally consisting of research, development, testing and marketing of its
radiation shielding technology (the "Nurescell Technology"). From inception to
December 31, 2003, the Company obtained approximately $915,500 in financing
through the sale of equity securities in two private offerings and approximately
$102,500 through the exercise of stock options, as well as $875,000 through the
issuance of convertible promissory notes (the "Notes") to Triton Private
Equities Fund, L.P. ("Triton"). In addition, the Company has received $254,022
in advances from shareholders and former officers and $196,898 from Triton
through December 31, 2003. The Company utilized all of those funds to (I)
commence and pursue patent applications for the Nurescell Technology, (ii)
identify, negotiate and finalize suitable research, development and testing
contracts, (iii) identify, negotiate and finalize marketing consulting contracts
and (iv) provide working capital for the ongoing administrative and financing
acquisition costs of the Company.

The Company has incurred losses since inception, including a net loss of
$299,616 for the nine months ended December 31, 2003. From May 12, 1998
(inception) through December 31, 2003, the Company has had a cumulative loss of
$11,195,525.

Despite its efforts, the Company has failed to generate any significant revenue
from the Nurescell Technology. Having exhausted all of its funding and without
any source of revenue, the Company has been forced to reduce its operations to a
minimal level. Faced with increasing pressure from Triton regarding the
Company's obligations under the Notes, on March 21, 2003, the Company entered
into a Restructure Agreement (the "Restructure Agreement") with Triton, Advanced
Technology Industries, Inc. ("ATI") and ATI's subsidiary, ATI Nuklear AG,
pursuant to which Triton has taken control of the Company and the Company
divested itself of the Nurescell Technology on January 21, 2004. In connection
with the Restructure Agreement, the Company's Nurescell Technology operations
have been reflected as discontinued operations in the accompanying financial
statements. At this time, the Company believes that for the foreseeable future
Triton will provide funding for at least minimal Company operations (including
continued reporting under the Securities Exchange Act of 1934) while it
determines whether the Company has value as a candidate in a merger or other
business combination (on terms that may or may not be favorable to the Company's
existing shareholders). It is not expected, however, that Triton's funding will
continue indefinitely. Should Triton eventually determine that the Company has
no value that would justify continued funding, it is expected that the Company
will be required to discontinue operations entirely, seek protection under
federal bankruptcy laws, or both.

RESULTS OF OPERATIONS FOR THE THREE-MONTH PERIODS ENDED DECEMBER 31, 2003 AND
2002.

The Company had net sales of $0 for both the three-month period ended December
31, 2003 and the three-month period ended December 31, 2002. As the Company has
been in the development stage, revenue generated since inception has been
minimal.

Operating expenses of $44,660 for the three-month period ended December 31, 2003
increased from the operating expenses of $5,455 for the three-month period ended
December 31, 2002. The increase in general and administrative expenses is
primarily attributable to accounting expenses.

Interest expense of $83,903 for the three-month period ended December 31, 2003
increased from the interest expense of $77,198 for the three-month period ended
December 31, 2002. These expenses pertain to Nurescell Technology discontinued
operations.

Licensing fees of $50,000 were earned in the three months ended December 31,
2003 and 2002. The licensing fee pertains to Nurescell Technology discontinued
operations.

                                       14
<PAGE>

RESULTS OF OPERATIONS FOR THE NINE-MONTH PERIODS ENDED DECEMBER 31, 2003 AND
2002:

The Company had sales of $ 0 for the nine-month period ended December 31, 2003
and for the nine-month period ended December 31, 2002. As the Company has been
in the development stage, revenue generated since inception has been minimal.

Operating expenses of $114,782 for the nine-month period ended December 31, 2003
increased from the operating expenses of $78,660 for the nine-month period ended
December 31, 2002.

Interest expense of $241,938 for the nine-month period ended December 31, 2003
increased from the interest expense of $134,757 for the nine-month period ended
December 31, 2002. These expenses pertain to Nurescell Technology discontinued
operations.

Licensing fees of $150,000 were earned in the nine-month period ended December
31, 2003 and for the nine-month period ended December 31, 2002. The licensing
fee pertains to Nurescell Technology discontinued operations.

As a result of the above factors, the net loss for the nine-month period ended
December 31, 2003 was $299,616, or $.00 per share, as compared to a net loss of
$274,250, or $.01 per share, for the nine-month period ended December 31, 2002.

FINANCIAL POSITION.

Total assets of $5,125 at March 31, 2003 were almost the same as the total
assets of $5,390 at December 31, 2003.

Total liabilities increased from $4,231,276 at March 31, 2003 to $4,531,157 at
December 31, 2003. The increase is primarily attributed to an increase in
accrued expenses of $241,930 and an increase in accounts payable of $49,288. In
addition, the Company received from Triton $158,663 in advances. The Company
also reduced unearned revenue by $150,000.

Shareholders' deficit increased from $4,226,151 at March 31, 2003 to $4,525,767
at December 31, 2003. The increase was caused by the net loss of $299,616 for
the nine-month period ended December 31, 2003.

LIQUIDITY AND CAPITAL RESOURCES.

The Company requires significant funding for continued operations, even at
minimal levels. At this point, the amount of expenditures required to maintain
operations far exceeds existing cash, which was $5,390 at December 31, 2003.

The Company's cash flow used in operating activities increased from $37,904 for
the nine-month period ended December 31, 2002 to $158,398 for the nine-month
period ended December 31, 2003. This is primarily attributed to increases in
general and administrative expenses, which were primarily attributable to
accounting expenses.

During the nine-month period ended December 31, 2003, the Company has obtained
liquidity primarily from loans from a stockholder.

The Company's financial statements for the nine-months ended December 31, 2003
have been prepared assuming the Company will continue as a going-concern. As
noted in the Company's financial statements for the year ended March 31, 2003,
as filed with the Company's report on Form 10-KSB for that period, the presence
of significant losses, negative cash flows and limited working capital, together
with the uncertainties associated with the ability of the Company to obtain
additional capital, raise substantial doubts as to the Company's ability to
continue as a going-concern. The Company's ability to continue as a
going-concern will be questionable until such time as it is able to generate
sufficient revenues in excess of expenses to sustain its normal business
activities. Until that time, the Company will depend on its ability to raise
additional capital through either loans or equity or debt offerings. There can,
however, be no guarantee that such financing will be obtained or that any
additional financing will be available on terms favorable to the Company or its
shareholders, if at all. As noted above, the Company believes that for the
foreseeable future Triton will provide funding for at least minimal Company
operations while it determines whether the Company has value as a candidate in a
merger or other business combination. It is not expected, however, that Triton's
funding will continue indefinitely. Should Triton eventually determine that the
Company has no value that would justify continued funding, it is expected that
the Company will be required to discontinue operations entirely, seek protection
under federal bankruptcy laws, or both.

                                       15
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES.

The Company's Chief Executive Officer and Chief Financial Officer has conducted
an evaluation of the Company's disclosure controls and procedures as of the
filing of this quarterly report. Based on his evaluation, the Company's Chief
Executive Officer and Chief Financial Officer has concluded that the Company's
disclosure controls and procedures are effective to ensure that information
required to be disclosed by the Company in reports that it files or submits
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the applicable Securities and
Exchange Commission rules and forms.

Subsequent to the evaluation, there were no significant changes in the Company's
internal controls or in other factors that could significantly affect those
controls, nor were any corrective actions required with regard to significant
deficiencies and material weaknesses.



                                     PART II
                                OTHER INFORMATION


ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

On December 15, 1999 and February 8, 2000, respectively, the Company issued the
Notes to Triton, each with a face value of $385,000 and bearing interest at 8%
per annum. As of December 31, 2003, the outstanding principal balance on the
Notes was $690,000 and accrued interest and penalties were $891,067. On December
1, 2001, the Company defaulted with respect to the Notes. The parties expect to
remedy the default pursuant to the terms of the Restructure Agreement

                                       16
<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On December 12, 2003, the Company obtained the written consent of Triton (the
holder of 30,000,000 shares of the Company's common stock) to (I) transfer the
Nurescell Technology pursuant to the Restructure Agreement, (ii) amend the
Company's Articles of Incorporation to increase the number of authorized shares
of common stock from 50,000,000 to 2,000,000,000 and (iii) authorize the
Company's Board of Directors to implement an up to one-for-2,000 reverse stock
split of the Company's outstanding common stock upon a determination by the
Board of Directors that such a reverse stock split is in the best interests of
the Company and its stockholders. The shares held by Triton constitute
approximately 65% of the Company's outstanding shares. An Information Statement
describing the action was mailed to the Company's shareholders on or about
December 29, 2003.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) The following Exhibits are attached hereto:

Exhibit Number                             Description
--------------                             -----------

    2             Restructure Agreement between the Company, Triton Private
                  Equities Fund, L.P., Advanced Technology Industries, Inc. and
                  ATI Nuklear AG dated as of March 21, 2003 (1)

    3.1           Articles of Incorporation, as amended (2)

    3.2           Bylaws (2)

    4.1           Form of $385,000 Series 1999-A Convertible Promissory Note due
                  December 1, 2001 (3)

    4.2           Form of $385,000 Series 2000-A Convertible Promissory Note due
                  December 1, 2001 (4)

    4.3           Secured Promissory Note dated September 30, 2001 for
                  $1,000,000 from the Company to ATI Nuklear AG (5)

    4.4           Securities Purchase Agreement between the Company and Triton
                  Private Equities Fund, L.P. dated December 15, 1999 (3)

    4.5           Securities Purchase Agreement between the Company and Triton
                  Private Equities Fund, L.P. dated February 8, 2000 (4)

    4.6           Registration Rights Agreement between the Company and Triton
                  Private Equities Fund, L.P. dated December 15, 1999 (3)

    4.7           Registration Rights Agreement between the Company and Triton
                  Private Equities Fund, L.P. dated February 8, 2000 (4)

    4.8           Promissory Note dated April 6, 2000 for $165,000 from the
                  Company to the Glenn A. Cramer Separate Property Trust (4)

    4.9           Promissory Note dated May 1, 2000 for $82,500 from the Company
                  to the Glenn A. Cramer Separate Property Trust (4)

    4.10          Promissory Note dated June 1, 2000 for $82,500 from the
                  Company to the Glenn A. Cramer Separate Property Trust (4)


                                       17
<PAGE>

    10.1          Consulting Agreement between the Company and John Longenecker
                  dated June 26, 1998 (2)

    10.2          Form of Stock Option Agreement between the Company and its
                  officers and directors (2)

    10.3          1998 Stock Option Plan (2)

    10.4          Form of Indemnification Agreement between the Company and its
                  officers and directors (2)

    10.5          Consulting Agreement between the Company and Shelby T. Brewer
                  dated December 1, 1999 (4)

    10.6          Investment Agreement between the Company and Nurescell AG
                  dated August 17, 2000 (6)

    10.7          License Agreement between the Company and Nurescell AG dated
                  as of August 15, 2000 (6)

    10.8          Registration Rights Agreement between the Company and
                  Nurescell AG dated August 15, 2000 (6)

    10.9          Modified License Agreement between the Company and Advanced
                  Technology Industries, Inc. Dated as of June 11, 2001 (7)

    10.10         Transaction Restructure Agreement between the Company,
                  Advanced Technology Industries, Inc. and ATI Nuklear AG dated
                  as of September 30, 2001 (8)

    10.11         Convertible Promissory Note dated March 21, 2003 from the
                  Company to Triton Private Equities Fund, L.P. (9)

    10.12         Consulting Agreement dated as of April 1, 2003 between the
                  Company, Larry Shatsoff and Triton Private Equities Fund, L.P.
                  (9)

    10.13         2003 Stock Compensation Plan (10)

    31            Rule 13a-14(a)/15d-14(a) Certifications.

    32            Section 1350 Certifications
---------------
    (1)           Incorporated by reference from the Company's Report on Form
                  10-QSB for the quarter ended December 31, 2002 (File No.
                  0-25377)

    (2)           Incorporated by reference from the Company's Registration
                  Statement on Form 10-SB (File No. 0- 25377).

    (3)           Incorporated by reference from the Company's Report on Form
                  10-QSB for the quarter ended December 31, 1999 (File No.
                  0-25377)

    (4)           Incorporated by reference from the Company's Report on Form
                  10-KSB for the year ended March 31, 2000 (File No. 0-25377)

    (5)           Incorporated by reference from the Company's Report on Form
                  10-QSB for the quarter ended September 30, 2001 (File No.
                  0-25377)

    (6)           Incorporated by reference from the Company's Report on Form
                  10-QSB for the quarter ended September 30, 2000 (File No.
                  0-25377)

    (7)           Incorporated by reference from the Company's Report on Form
                  10-QSB for the quarter ended June 30, 2001 (File No. 0-25377)

    (8)           Incorporated by reference from the Company's Report on Form
                  8-K dated September 30, 2001 (File No. 0-25377)

    (9)           Incorporated by reference from the Company's Report on Form
                  10-KSB for the year ended March 31, 2003 (File No. 0-25377)

    (10)          Incorporated by reference from the Company's Registration
                  Statement on Form S-8 (File No. 333-107430)

(b) One report on Form 8-K was filed during the Company's fiscal quarter ended
December 31, 2003. Such report is dated September 30, 2001 and provided
disclosure under Item 5 regarding an agreement previously entered into by the
Company. No financial statements were required to be filed with such report.

                                       18
<PAGE>


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

DATE: January 30, 2004                      NURESCELL, INC.

                                            BY:  /S/ LAWRENCE SHATSOFF
                                            -----------------------------------
                                            LAWRENCE SHATSOFF, PRESIDENT AND
                                            CHIEF FINANCIAL OFFICER


                                       19