<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 June 30,
                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 August 11, 2003: 46,060,025

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

<PAGE>

                                 NURESCELL INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              INDEX TO FORM 10-QSB

                                  JUNE 30, 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 2. - Changes in Securities                                           16

    ITEM 3. - Defaults Upon Senior Securities                                 16

    ITEM 5. - Other Information                                               16

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

              Signatures and Required Certification                        19-21

<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                             CONDENSED BALANCE SHEET
                                   (UNAUDITED)

                                  JUNE 30, 2003

                                     ASSETS
                                     ------

        TOTAL ASSETS                                               $         --
                                                                   =============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------

CURRENT LIABILITIES:
  Cash overdraft                                                   $      4,475
  Convertible notes payable - ATI (related party)                     1,000,000
  Convertible notes payable - Triton (related party)                    690,000
  Accounts payable                                                      303,059
  Due to stockholders and former officers                               254,022
  Accrued expenses and other current liabilities                      1,671,692
  Unearned revenue                                                      400,000
                                                                   -------------
        TOTAL LIABILITIES                                             4,323,248

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                  (10,993,006)
                                                                   -------------
        TOTAL STOCKHOLDERS' DEFICIENCY                               (4,323,248)
                                                                   -------------
        TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY             $         --
                                                                   =============

           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 Three Months Ended   For the Period
                                                    June 30,           from May 12, 1998
                                         ----------------------------- (Date of Inception)
                                             2003             2002     to June 30, 2003
                                         -------------   -------------   -------------
<S>                                      <C>             <C>             <C>
SALES                                    $         --    $         --    $         --

COST OF SALES                                      --              --              --
                                         -------------   -------------   -------------
GROSS PROFIT                                       --              --              --
                                         -------------   -------------   -------------
OPERATING EXPENSES:
  Bad debt                                         --              --          33,700
  General and administrative                   65,915          65,967         216,925
                                         -------------   -------------   -------------
    TOTAL OPERATING EXPENSES                   65,915          65,967         250,625
                                         -------------   -------------   -------------
LOSS FROM OPERATIONS                          (65,915)        (65,967)       (250,625)

OTHER INCOME (EXPENSE):
  Interest expense                                 --              --         (16,236)
                                         -------------   -------------   -------------
LOSS FROM CONTINUING OPERATIONS BEFORE
  INCOME TAXES                                (65,915)        (65,967)       (266,861)

PROVISION FOR INCOME TAXES                         --              --              --
                                         -------------   -------------   -------------
LOSS FROM CONTINUING OPERATIONS               (65,915)        (65,967)       (266,861)

LOSS FROM DISCONTINUED OPERATIONS             (31,182)        (33,086)    (10,726,145)
                                         -------------   -------------   -------------
NET LOSS                                 $    (97,097)   $    (99,053)   $(10,993,006)
                                         =============   =============   =============

BASIC AND DILUTED LOSS PER SHARE:
  Continued operations                   $      (0.00)   $      (0.00)
  Discontinued operations                       (0.00)          (0.00)
                                         -------------   -------------
      NET LOSS PER SHARE                 $      (0.00)   $      (0.00)
                                         =============   =============
WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING
    Basic and diluted                      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 JUNE 30, 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            --
                                         ============  ============  ============  ============

                   See accompanying notes to condensed financial statements.

                                               4
</TABLE>

<PAGE>
<TABLE>

                                     NURESCELL INC.
                          (A Company in the Development Stage)

                         STATEMENTS OF STOCKHOLDERS' DEFICIENCY

             FOR THE PERIOD FROM INCEPTION (MAY 12, 1998) TO JUNE 30, 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)
                                            ============   ============   ============

               See accompanying notes to condensed financial statements.

                                           5
</TABLE>
<PAGE>

<TABLE>

                                       NURESCELL INC.
                            (A Company in the Development Stage)

                           STATEMENTS OF STOCKHOLDERS' DEFICIENCY

                FOR THE PERIOD FROM INCEPTION (MAY 12, 1998) TO JUNE 30, 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, JUNE 30, 2003                   46,070,238   $    4,607   $6,695,151   $       --
                                         ===========  ===========  ===========  ===========

                 See accompanying notes to condensed financial statements.

                                             6
</TABLE>

<PAGE>
<TABLE>

                                     NURESCELL INC.
                          (A Company in the Development Stage)

                         STATEMENTS OF STOCKHOLDERS' DEFICIENCY

             FOR THE PERIOD FROM INCEPTION (MAY 12, 1998) TO JUNE 30, 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                                           --         (97,097)        (97,097)
                                         -------------   -------------   -------------
BALANCE, JUNE 30, 2003                   $    (30,000)   $(10,993,006)   $ (4,323,248)
                                         =============   =============   =============

               See accompanying notes to condensed financial statements.

                                           7
</TABLE>

<PAGE>
<TABLE>

                                           NURESCELL INC.
                                (A Company in the Development Stage)

                                      STATEMENTS OF CASH FLOWS
                                            (UNAUDITED)

<CAPTION>
                                                                                     For the Period
                                                      For the Three Months Ended     from Inception
                                                               June 30,              (May 12, 1998)
                                                     -----------------------------    to June 30,
                                                         2003            2002             2003
                                                     -------------   -------------   -------------
<S>                                                  <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                           $    (97,097)   $    (99,053)   $(10,993,006)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
      Depreciation                                             --           3,889          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)
      Gain on conversion of debt                               --              --
  Changes in Assets (Increase) Decrease:
    Accounts receivable - related party                        --              --          (8,700)
    Inventory                                                  --              --         (64,537)
    Prepaid expenses                                           --              --              --
  Changes in Liabilities Increase (Decrease):
    Accounts payable                                        6,660         (22,407)        303,059
    Accrued expenses                                      130,837         161,350       1,671,692
    Accrued termination fee                                    --              --       1,000,000
    Unearned revenue                                      (50,000)        (50,000)        400,000
                                                     -------------   -------------   -------------
      NET CASH USED IN OPERATING ACTIVITIES                (9,600)         (6,221)     (1,868,033)
                                                     -------------   -------------   -------------
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 overdraft                                   4,475            (779)          4,475
  Proceeds from sale of common stock                           --              --       1,018,000
  Prepaid financing costs                                      --              --         (96,349)
  Proceeds from stockholder and officers loan -
    net                                                        --           7,000         254,022
  Proceeds from issuance of convertible notes                  --              --         875,000
                                                     -------------   -------------   -------------
     NET CASH PROVIDED BY FINANCING ACTIVITIES              4,475           6,221       2,055,148
                                                     -------------   -------------   -------------
(DECREASE) INCREASE IN CASH                                (5,125)             --              --

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

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

  Cash paid during the year for:
    Interest                                         $         --    $         --    $      7,359
                                                     =============   =============   =============
    Income taxes                                     $         --    $        525    $      1,600
                                                     =============   =============   =============

                     See accompanying notes to condensed financial statements.

                                                 8
</TABLE>

<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, and, subject to certain provisions of
the Restructure Agreement, it is expected that such completion will occur 23
days after the Information Statement is sent or given to the Company's
stockholders. At this time, it is anticipated that the transfer of the Nurescell
Technology pursuant to the Restructure Agreement will take place in the fourth
quarter of 2003. 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 $100,000 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 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 June 30, 2003,
the Company had an accumulated deficit since inception of $10,993,006. All of
the factors discussed above raise substantial doubt about the Company's ability
to continue as a going concern.

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 N0. 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:


                                                          Three Months Ended
                                                               June 30,
                                                         2003           2002
                                                      -----------    -----------

Net loss attributable to common shareholders
 As reported                                          $  (97,097)    $  (99,053)
 Less:  Stock-based employee compensation
  expense determined under fair value-based
  method for all awards                                       --             --
                                                      -----------    -----------
 Pro forma                                            $  (97,097)    $  (99,053)
                                                      ===========    ===========

Basic and diluted net loss per share
 As reported
        Continuing operations                         $    (0.00)    $    (0.00)
        Discontinued operations                            (0.00)         (0.00)
                                                      ===========    ===========
 Net loss per share                                   $    (0.00)    $    (0.00)
                                                      ===========    ===========
 Pro forma
        Continuing operations                         $    (0.00)    $    (0.00)
        Discontinued operations                            (0.00)         (0.00)
                                                      ===========    ===========
 Net loss per share                                   $    (0.00)    $    (0.00)
                                                      ===========    ===========

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 is not expected to have an impact on the Company's
financial position and results of operations.

On May 15, 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity". 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 affects the
issuer's accounting for three types of freestanding financial instruments.

                                       11
<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS

NOTE 3 - NEW PRONOUNCEMENTS (Continued)

- Mandatory redeemable shares, which the issuing company is obligated to buy
back in exchange for cash or other assets.

- Instruments that do or may require the issuer to buy back some of its shares
in exchange for cash or other assets; includes put options and forward purchase
contracts.

- Obligations that can be settled with shares, the monetary value of which is
fixed, tied solely or predominantly to a variable such as a market index, or
varies inversely with the value of the issuers' shares.

SFAS 150 does not apply to features embedded in a financial instrument that is
not a derivative in its entirety. Most of the guidance in SFAS 150 is effective
for all financial instruments entered into or modified after May 31, 2003, and
otherwise is effective at the beginning of the first interim period beginning
after June 15, 2003. The Company has not yet completed its analysis of SFAS 150;
however, it believes that it is currently substantially in compliance with the
requirements of SFAS 150.

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:

                                                                  For the Period
                                        For the Three Months           from
                                           Ended June 30,          May 12, 1998
                                   -----------------------------  (Inception) to
                                       2003            2002        June 30, 2003
                                   -------------   -------------   -------------

Operating Results:
  Revenue - net                    $         --    $         --    $         --
                                   -------------   -------------   -------------
Expenses:
  Research and development                   --              --         472,476
  General and administrative
    expenses                                 --              --       8,306,892
  Depreciation expense                       --           3,889          58,923
  Interest expense, net                  81,182          79,197       1,573,008
  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 Expenses                     81,182          83,086      11,322,806
                                   -------------   -------------   -------------
Other Income:
  Licensing fee                          50,000          50,000         596,661
                                   -------------   -------------   -------------
Loss from Discontinued
  Operations                       $    (31,182)   $    (33,086)   $(10,726,145)
                                   =============   =============   =============

                                       12
<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS

NOTE 4 - DISCONTINUED OPERATIONS (Continued)

Additionally, liabilities associated with the discontinued operations include
the following at June 30, 2003:

        Convertible notes payable - ATI (related party)              $1,000,000
        Convertible notes payable - Triton (related party)              690,000
        Accounts payable                                                203,059
        Due to stockholders and former officers                         254,022
        Accrued expenses                                              1,671,692
        Unearned revenue                                                400,000
                                                                     -----------
                                                                     $4,218,773
                                                                     ===========


NOTE 5 - ACCRUED EXPENSES

Accrued expenses consist of the following at June 30, 2003:

        Accrued directors' fees                                      $   58,000
        Accrued salary                                                  521,937
        Accrued interest and penalties ($941,141 related parties)       957,174
        Accrued payroll taxes                                             5,476
        Other advances                                                  129,105
                                                                     -----------
                                                                     $1,671,692
                                                                     ===========


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 June 30, 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:

<TABLE>
<CAPTION>
                                                               As of June 30,
                                                               --------------
                                                          2003             2002
                                                      -------------   -------------
<S>                                                   <C>             <C>
     Option to purchase common stock                             --         250,000
     Warrants to purchase common stock                           --         198,000
     Common stock reserved for the conversion of
       note payable to ATI                               15,000,000      15,000,000
     Convertible notes payable (assumed conversion
       at June 30, 2003 at a market price of $.001
       and at June 30, 2002 at a market price of
       $.02)                                          2,035,827,000      75,800,000
     Accounts payable, accrued expenses and due to
       stockholders & former officers                    72,246,000              --
                                                      -------------   -------------
     Totals                                           2,123,073,000      91,248,000
                                                      =============   =============
</TABLE>




                                       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
June 30, 2003, the Company obtained approximately $918,000 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 through June 30, 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 $97,097
for the three months ended June 30, 2003. From May 12, 1998 (inception) through
June 30, 2003, the Company has had a cumulative loss of $10,993,006.

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 will
divest itself of the Nurescell Technology (which is now expected to occur in the
fourth quarter of 2003). 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 JUNE 30, 2003 AND 2002.

The Company had net sales of $0 for both the three-month period ended June 30,
2003 and the three-month period ended June 30, 2002. As the Company has been in
the development stage, revenue generated since inception has been minimal.

Operating expenses of $65,915 for the three-month period ended June 30, 2003
were almost the same as the operating expenses of $65,967 for the three-month
period ended June 30, 2002. Those operating expenses reflect an ongoing
reduction in general and administrative expenses, which is primarily
attributable to significant decreases in overhead, including salaries, rent,
travel and legal expenses, as the Company continues its operations at a minimal
level.

                                       14
<PAGE>

Interest expense of $81,182 for the three-month period ended June 30, 2003 was
$1,985 higher than the interest expense of $79,197 for the three-month period
ended June 30, 2002 due to the imposition of penalties by Triton for failure to
register the shares of common stock issuable upon conversion of the Notes.

Licensing fees generated revenue of $50,000 in the three months ended June 30,
2003 and 2002.

As a result of the above factors, the net loss for the three-month period ended
June 30, 2003 was $97,097, or $.002 per share, as compared to a net loss of
$99,053, or $.006 per share, for the three-month period ended June 30, 2002.

FINANCIAL POSITION.

Total assets decreased from $5,125 at March 31, 2003 to $0 at June 30, 2003. The
decrease is primarily attributed to general and administrative expenses.

Total liabilities increased from $4,231,276 at March 31, 2003 to $4,323,248 at
June 30, 2003. The increase is primarily attributed to an increase in accrued
expenses of $130,189 and an increase in accounts payable of $6,660, offset in
part by a decrease in unearned revenue of $50,000.

Shareholders' deficit increased from $4,226,151 at March 31, 2003 to $4,323,248
at June 30, 2003. The increase was caused by the net loss of $97,097 for the
three-month period ended June 30, 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 $0 at June 30, 2003.

The Company's cash flow used in operating activities increased from $7,000 for
the three-month period ended June 30, 2002 to $9,600 for the three-month period
ended June 30, 2003. This is primarily attributed to chargebacks to the Company
resulting from an agreement with ATI, offset in part by a decrease in the
Company's other operating expenses, such as rent, salaries, taxes, phone,
travel, and utilities.

During the three-month period ended June 30, 2003, the Company has obtained
liquidity primarily from cash advances from Triton.

The Company's financial statements for the quarter ended June 30, 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 a date
(the "Evaluation Date") within 90 days before 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 Date, 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 2.  CHANGES IN SECURITIES.
-------------------------------

The Company has privately issued 30,000,000 shares of common stock to Triton.
Such issuance was made pursuant to Triton's March 21, 2003 conversion of $30,000
of a $385,000 convertible promissory note previously issued to Triton. The
convertible promissory note was issued in December 1999 pursuant to Rule 506 of
Regulation D and Section 4(6) of the Securities Act of 1933 in a negotiated
transaction. Triton is an accredited investor.

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 June 30, 2003, the outstanding principal balance on the Notes
was $690,000. 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

ITEM 5. OTHER INFORMATION.
--------------------------

On July 29, 2003, the Company filed a Registration Statement on Form S-8
registering up to 80,000,000 shares of common stock for issuance pursuant to its
2003 Stock Compensation Plan (the "Plan"). The purpose of the Plan is to enable
the Company to offer those officers, directors, employees and consultants who
have provided, or may in the future provide, services to the Company an
opportunity to acquire common stock in lieu of a cash payment for those
services. It is anticipated that of the 80,000,000 shares reserved for the Plan,
72,245,862 shares will initially be issued to certain persons who are owed a
total of $722,458 for services previously rendered as officers, directors,
employees or consultants of the Company.

                                       16
<PAGE>

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

         (a) The following Exhibits are attached hereto:

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

          3.1             Articles of Incorporation, as amended (1)

          3.2             Bylaws (1)

          4.1             Form of $385,000 Series 1999-A Convertible Promissory
                          Note due December 1, 2001 (2)

          4.2             Form of $385,000 Series 2000-A Convertible Promissory
                          Note due December 1, 2001 (3)

          4.3             Secured Promissory Note dated September 30, 2001 for
                          $1,000,000 from the Company to ATI Nuklear AG (4)

          4.4             Securities Purchase Agreement between the Company and
                          Triton Private Equities Fund, L.P. dated December 15,
                          1999 (2)

          4.5             Securities Purchase Agreement between the Company and
                          Triton Private Equities Fund, L.P. dated February 8,
                          2000 (3)

          4.6             Registration Rights Agreement between the Company and
                          Triton Private Equities Fund, L.P. dated December 15,
                          1999 (2)

          4.7             Registration Rights Agreement between the Company and
                          Triton Private Equities Fund, L.P. dated February 8,
                          2000 (3)

          4.8             Promissory Note dated April 6, 2000 for $165,000 from
                          the Company to the Glenn A. Cramer Separate Property
                          Trust (3)

          4.9             Promissory Note dated May 1, 2000 for $82,500 from the
                          Company to the Glenn A. Cramer Separate Property Trust
                          (3)

          4.10            Promissory Note dated June 1, 2000 for $82,500 from
                          the Company to the Glenn A. Cramer Separate Property
                          Trust (3)

          10.1            Consulting Agreement between the Company and John
                          Longenecker dated June 26, 1998 (1)

          10.2            Form of Stock Option Agreement between the Company and
                          its officers and directors (1)

          10.3            1998 Stock Option Plan (1)

          10.4            Form of Indemnification Agreement between the Company
                          and its officers and directors (1)

          10.5            Consulting Agreement between the Company and Shelby T.
                          Brewer dated December 1, 1999 (3)

          10.6            Investment Agreement between the Company and Nurescell
                          AG dated August 17, 2000 (5)

          10.7            License Agreement between the Company and Nurescell AG
                          dated as of August 15, 2000 (5)

          10.8            Registration Rights Agreement between the Company and
                          Nurescell AG dated August 15, 2000 (5)

                                       17
<PAGE>

          10.9            Modified License Agreement between the Company and
                          Advanced Technology Industries, Inc. Dated as of June
                          11, 2001(6)

          10.10           Transaction Restructure Agreement between the Company,
                          Advanced Technology Industries, Inc. and ATI Nuklear
                          AG dated as of September 30, 2001(4)

          10.11           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 (7)

          10.12           Convertible Promissory Note dated March 21, 2003 from
                          the Company to Triton Private Equities Fund, L.P. (8)

          10.13           Consulting Agreement dated as of April 1, 2003 between
                          the Company, Larry Shatsoff and Triton Private
                          Equities Fund, L.P. (8)

          10.14           2003 Stock Compensation Plan (9)

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

          32              Section 1350 Certifications

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

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

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

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

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

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

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

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

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

         (b) No reports on Form 8-K were filed during the Company's fiscal
quarter ended June 30, 2003.

                                       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: August 12, 2003                           NURESCELL, INC.

                                                By: /s/ LAWRENCE SHATSOFF
                                                --------------------------------
                                                Lawrence Shatsoff, President and
                                                Chief Financial Officer



                                       19