<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 September 30, 2004

| |      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 November 9, 2004: 1,187,916,949

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


<PAGE>

                                 NURESCELL INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              INDEX TO FORM 10-QSB

                                  September 30, 2004

                                                                       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 6. - Exhibits                                                     16-17

              Signatures and Required Certification                        18-20


<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                             CONDENSED BALANCE SHEET
                                   (UNAUDITED)

                               September 30, 2004

                                     ASSETS
                                     ------

CURRENT ASSETS:

  Cash                                                             $      3,850
                                                                   -------------

        TOTAL ASSETS                                               $      3,850
                                                                   =============


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

CURRENT LIABILITIES:
  Accounts payable                                                 $    114,309
  Accrued expenses                                                       21,034
  Note payable and accrued interest - related party                     308,690
                                                                   -------------
        TOTAL CURRENT LIABILITIES                                       444,033
                                                                   -------------

STOCKHOLDERS' DEFICIENCY:
  Preferred stock - $0.0001 par value; 1,000,000 shares
    authorized; -0- shares issued and outstanding                            --
  Common stock - $0.0001 par value; 2,000,000,000 shares
    authorized; 1,187,927,162 shares issued and 1,187,916,949
    shares outstanding                                                  118,793
  Additional paid-in capital                                         10,880,881
  Treasury stock, at cost - 10,213 shares                               (30,000)
  Deficit accumulated during the development stage                  (11,409,857)
                                                                   -------------
        TOTAL STOCKHOLDERS' DEFICIENCY                                 (440,183)
                                                                   -------------
        TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY             $      3,850
                                                                   =============



           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 Six Months Ended       For the Period
                                              September 30,                    September 30,            from May 12, 1998
                                        --------------------------      -----------------------------   (Date of Inception)
                                             2004             2003           2004            2003       to September 30, 2004
                                         -------------   ------------    -------------   -------------  -----------------------
<S>                                      <C>             <C>             <C>             <C>            <C>
SALES                                    $          --   $         --    $          --   $          --       $          --
                                          ------------    -----------    -------------   -------------       -------------

OPERATING EXPENSES:
  Bad debt                                          --             --               --              --              33,700
  General and administrative                    25,513          4,207           44,032          70,122             365,159
                                          ------------    -----------    -------------   -------------       -------------
    TOTAL OPERATING EXPENSES                    25,513          4,207           44,032          70,122             398,859
                                          ------------    -----------    -------------   -------------       -------------

LOSS FROM OPERATIONS                           (25,513)        (4,207)         (44,032)        (70,122)           (398,859)
                                          ------------    -----------    -------------   -------------       -------------

OTHER INCOME (EXPENSE):
  Interest expense - related party              (6,689)            --          (12,947)             --             (43,526)
  Other Income                                      --             --            8,587              --               8,587
                                          ------------    -----------    -------------   -------------       -------------
                                                (6,689)            --           (4,360)             --             (34,939)

LOSS FROM CONTINUING OPERATIONS                (32,202)        (4,207)         (48,392)        (70,122)           (433,798)

LOSS FROM DISCONTINUED OPERATIONS                   --        (44,068)              --         (75,250)        (10,976,059)
                                          ------------    -----------    -------------  -------------        -------------
     NET LOSS                             $    (32,202)   $   (48,275)     $   (48,392)   $   (145,372)      $ (11,409,857)
                                          ============    ===========    =============   =============       =============

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

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING
    Basic and diluted                     1,187,916,949    46,060,025    1,187,916,949      46,060,025
                                          =============   ===========    =============   =============



               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 SEPTEMBER 30, 2004

<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 SEPTEMBER 30, 2004

<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 SEPTEMBER 30, 2004

<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           --

Accounts payable and accrued expenses
Satisfied by issuance of common stock
  (March 2004 at .01 per share)          74,745,862  $      7,475  $  739,984   $       --

Conversion of debt (March 2004 at
  $.00126666 per share)               1,067,111,062       106,711   1,244,962           --

Forgiveness of debt related parties
  March 2004                                     --            --     391,597           --

Exchange of debt to related party for
  Nurescell Technology                           --            --   1,359,187           --

Related party unearned revenue
  in connection with Restructure
  agreement                                      --            --     450,000           --

Net Loss                                         --            --          --           --
                                     --------------  ------------ -----------  ------------
BALANCE, MARCH 31, 2004               1,187,927,162  $    118,793 $10,880,881  $        --

Net Loss                                         --            --          --           --
                                     --------------  ------------ -----------  ------------
BALANCE, SEPT. 30, 2004 (unaudited)   1,187,927,162  $    118,793 $10,880,881  $        --
                                     ==============  ============ ===========  ===========

</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 SEPTEMBER 30, 2004

<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)

Accounts payable and accrued expenses
  satisfied by issuance of common stock
  (March 2004 at .01 per share)          $         --    $         --    $    747,459

Conversion of debt (March 2004 at
  $.00126666 per share)                            --              --       1,351,673

Forgiveness of debt related parties
  March 2004                                       --              --         391,597

Exchange of debt to related party for
  Nurescell Technology                             --              --       1,359,187

Related party unearned revenue in connection
  with Restructure Agreement                       --              --         450,000

Net loss                                           --        (465,556)       (465,556)
                                          ------------   -------------   -------------
BALANCE, MARCH 31, 2004                   $   (30,000)   $(11,361,465)   $   (391,791)
                                          ============   =============   =============

Net Loss                                           --         (48,392)        (48,392)
                                          ------------   -------------   -------------
BALANCE, SEPT. 30, 2004 (unaudited)       $   (30,000)   $(11,409,857)   $   (440,183)
                                          ============   =============   =============


</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 Six Months Ended       from May 12, 1998
                                                             September 30,           (Date of Inception)
                                                     -----------------------------     to September 30
                                                         2004            2003              2004
                                                     -------------   -------------   -------------------
<S>                                                  <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                           $    (48,392)   $   (145,372)   $(11,409,857)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
      Depreciation                                             --              --          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)
      Write-off of old accounts payable                    (8,587)             --          (8,587)
  Changes in Assets (Increase) Decrease:
    Accounts receivable - related party                        --              --          (8,700)
    Inventory                                                  --              --         (64,537)
  Changes in Liabilities Increase (Decrease):
    Accounts payable                                      (12,656)          6,501         311,124
    Accrued expenses                                       12,947         158,027       1,803,912
    Accrued termination fee                                    --              --       1,000,000
    Unearned revenue                                           --        (100,000)        450,000
                                                     -------------   -------------   -------------
      NET CASH USED IN OPERATING ACTIVITIES               (56,688)        (80,844)     (2,103,186)
                                                     -------------   -------------   -------------
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                                                 --          78,662         254,022
  Proceeds from issuance of convertible notes              56,856              --       1,118,478
                                                     -------------   -------------   -------------
     NET CASH PROVIDED BY FINANCING ACTIVITIES             56,856          78,662       2,294,151
                                                     -------------   -------------   -------------
(Decrease) Increase in Cash                                   168          (2,182)          3,850

CASH - BEGINNING OF PERIOD                                  3,682           5,125              --
                                                     -------------   -------------   -------------
CASH - END OF PERIOD                                 $      3,850    $      2,943    $      3,850
                                                     =============   =============   =============



                      See accompanying notes to condensed financial statements.

                                                8
</TABLE>

<PAGE>
<TABLE>

                                           NURESCELL INC.
                                (A Company in the Development Stage)

                                      STATEMENTS OF CASH FLOWS
                                            (UNAUDITED)

<CAPTION>

                                                                                       For the Period
                                                       For the Six Months Ended       from May 12, 1998
                                                             September 30,           (Date of Inception)
                                                     -----------------------------     to September 30
                                                         2004            2003              2004
                                                     -------------   -------------   -------------------
<S>                                                  <C>             <C>             <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
--------------------------------------------------

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

  Non-cash Investing and Financing Activities:

     Accounts payable and accrued expenses
       satisfied by issuance of common stock         $         --    $         --    $    747,459
                                                     ============    ============    ============

     Conversion of debt                              $         --    $         --    $  1,381,673
                                                     ============    ============    ============

     Forgiveness of debt related parties
       March 2004                                    $         --    $         --    $    391,597
                                                     ============    ============    ============

     Exchange of debt to related party for
       Nurescell technology                          $         --    $         --    $  1,359,187
                                                     ============    ============    ============


     Related party unearned revenue in connection
       with Restructure Agreement                    $         --    $         --    $    450,000
                                                     ============    ============    ============



                    See accompanying notes to condensed financial statements.

                                             9

</TABLE>

<PAGE>
                                 NURESCELL INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - BUSINESS AND CONTINUING OPERATIONS

Nurescell Inc. (the "Company") is a development stage company that was formed in
1998 for the purpose of developing and commercially exploiting a radiation
shielding technology (the "Nurescell Technology") for use by the nuclear power
industry and others producing, handling or storing radioactive materials. 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 January 21, 2004, the Company completed 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 has divested itself of the Nurescell Technology.

Under the Restructure Agreement, effective January 21, 2004, the Company
transferred to ATI or AG all rights, 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 agreement also resulted in conversion of most of the Company's
notes payable to Triton, which gave Triton a controlling interest in the
Company.

Following the transfer of the Nurescell Technology, the Company has essentially
no assets. However, the Company is left with only $135,343 in non-related party
liabilities that are still collectible by former vendors. It is expected that
those remaining liabilities will either be converted into common stock, 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.

The transfer of the Nurescell Technology for the debt did 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 has been reflected through additional paid-in-capital.

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

As a result of this Restructure Agreement, the operations of the Company were
classified as a discontinued operation (Note 4).

The accompanying financial statements have been prepared in conformity with U.S.
generally accepted accounting principles, 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 September 30, 2004, the Company had an
accumulated deficit since inception of $11,409,857. 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 the Company entered into a new convertible promissory note with
Triton on March 21, 2003, calling for interest at 10% per annum on all monies
advanced to the Company. For the six months ended September 30, 2004, the
Company borrowed monies from Triton in the amount of $56,856. As of September
30, 2004, the principal and accrued interest on the remaining note amounted to
$308,690.

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 continued funding from Triton until the successful completion of
a merger or other business combination. No assurance can be given that Triton's
funding will continue indefinitely or 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.


                                       10
<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS

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, 2004 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.

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 no options are
outstanding . For the three and six months ended September 30, 2004 and 2003,
the Company did not issue any stock-based compensation to its employees.

In January 2003, the FASB issued Interpretation Number 46, "Consolidation of
Variable Interest Entities" ("FIN No. 46"). This interpretation of Accounting
Research Bulletin ("ARB") No. 51, "Consolidated Financial Statements," provides
guidance for identifying a controlling interest in a variable interest entity
("VIE") established by means other than voting interests. FIN No. 46 also
requires consolidation of a VIE by an enterprise that holds such a controlling
interest. In December 2003, the FASB completed its deliberations regarding the
proposed modification to FIN No. 46 and issued Interpretation Number 46(R),
"Consolidation of Variable Interest Entities - an Interpretation of ARB No. 51"
("FIN No. 46(R)"). The decisions reached included a deferral of the effective
date and provisions for additional scope exceptions for certain types of
variable interests. Application of FIN No. 46(R) is required in financial
statements of public entities that have interests in VIEs or potential VIEs
commonly referred to as special-purpose entities for periods ending after
December 15, 2003. Application by public small business issuers' entities is
required in all interim and annual financial statements for periods ending after
December 15, 2004. Management does not believe that the adoption of this
pronouncement will have a material effect on the Company's financial statements.

                                       11



<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS

NOTE 4 - DISCONTINUED OPERATIONS

In the Restructure Agreement, the Company 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 Six Months          (Date of
                                       Ended September 30,        Ended September 30,       Inception) to
                                    -------------------------   ------------------------    September 30,
                                        2004          2003          2004          2003          2004
                                    -----------   -----------   -----------   -----------   -------------
<S>                                 <C>            <C>             <C>        <C>          <C>
OPERATING RESULTS:
  Revenue - net                     $        --   $    50,000   $        --   $   100,000   $     546,661
                                    -----------   -----------   -----------   -----------   -------------

OPERATING EXPENSES:
  Research and development                   --            --            --            --         472,476
  General and administrative                 --        17,215            --        17,215       8,352,211
  Depreciation                               --            --            --            --          58,923
  Interest expense - net                     --        76,853            --       158,035       1,727,603
  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                           --        94,068            --       175,250      11,522,720
                                    -----------   -----------   -----------   -----------   -------------

LOSS FROM DISCONTINUED OPERATIONS   $        --   $   (44,068)  $        --   $   (75,250)  $ (10,976,059)
                                    ===========   ===========   ===========   ===========   =============
</TABLE>

                                       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 September 30, 2004:

Accrued payroll taxes                         $     5,476
Other advances                                     15,558
                                              -----------
                                              $    21,034
                                              ===========

NOTE 6 - 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 September 30,
                                                   -----------------------------
                                                       2004             2003
                                                   -------------   -------------
Option to purchase common stock                               --              --
Warrants to purchase common stock                             --              --
Common stock reserved for the conversion of
  note payable to ATI                                         --      15,000,000
Convertible notes payable and accrued interest
  (assumed conversion at September 30,2004 and
   2003 at a conversion price of $.00412 and $.001
   respectively)                                      74,985,425   2,069,027,000
Accounts payable, accrued expenses and due to
  stockholders & former officers                              --      72,246,000
                                                   -------------   -------------
Totals                                                74,985,425   2,156,273,000
                                                   =============   =============

                                       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, 2004.

PLAN OF OPERATION.

Nurescell Inc. (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 September 30, 2004, 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 $1,365,308 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.
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 $48,392
for the six months ended September 30, 2004. From May 12, 1998 (inception)
through September 30, 2004, the Company has had a cumulative loss of
$11,409,857.

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 SEPTEMBER 30, 2004 AND
2003.

The Company had no sales for both the three-month period ended September 30,
2004 and the three-month period ended September 30, 2003. The Company has been
in the development stage and is currently seeking a merger or other business
combination.

Operating expenses of $25,513 for the three-month period ended September 30,
2004 increased from the operating expenses of $4,207 for the three-month period
ended September 30, 2003. This increase is primarily a result of an increase
in outside services during the three months ended September 30, 2004.

Interest expense of $6,689 for the three-month period ended September 30, 2004
decreased from the interest expense of $75,235 for the three-month period ended
September 30, 2003. This decrease is a result of the Restructuring Agreement.

Other income consisted of debt extinquishment from a certain debt holder where
the statute of limitations has passed whereby the debt holder has now lost the
right to present a legal claim against the Company. Accordingly, the Company
recorded such extinguishment as other income.

As a result of the above factors, the net loss for the three-month period ended
September 30, 2004 was $32,202, or $.00 per share, as compared to a net loss of
$48,275, or $.00 per share, for the three-month period ended September 30, 2003.


                                       14

<PAGE>

RESULTS OF OPERATIONS FOR THE SIX-MONTH PERIODS ENDED SEPTEMBER 30, 2004 AND
2003:

The Company had no sales for the six-month period ended September 30,2004 and
for the six-month period ended September 30, 2003. The Company has been in the
development stage and is currently seeking a merger or other business
combination.

Operating expenses of $44,032 for the six-month period ended September 30,2004
decreased from the operating expenses of $70,122 for the six-month period ended
September 30,2003. The decrease is primarily the result of additional SEC
filings for the six months ended September 30, 2003, which resulted in higher
accounting and legal services in the prior period as compared to the current
reporting period.

Interest expense of $12,947 for the six-month period ended September 30,2004
decreased from the interest expense of $158,035 for the six-month period ended
September 30,2003. This decrease is the result of the Restructuring Agreement.

Licensing fees of $0 and $100,000 were earned in the six-month periods ended
September 30, 2004 and 2003 respectively. The licensing fee pertains to
Nurescell Technology discontinued operations.

As a result of the above factors, the net loss for the six-month period ended
September 30, 2004 was $48,392, or $.00 per share, as compared to a net loss of
$145,372, or $.00 per share, for the six-month period ended September 30, 2003.

FINANCIAL POSITION.

Total assets, which consists entirely of cash, increased from $3,682 at March
31, 2004 to $3,850 at September 30, 2004.

Total liabilities increased from $395,473 at March 31, 2004 to $444,033 at
September 30, 2004. The increase is primarily attributed to advances received
from Triton and accrued interest.

Shareholders' deficit increased from $391,791 at March 31, 2004 to $440,183 at
September 30, 2004. The increase was caused by the net loss of $48,392 for the
six-month period ended September 30, 2004.

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 $3,850 at September 30, 2004.

The Company's cash flow used in operating activities decreased from $80,844 for
the six-month period ended September 30, 2003 to $56,688 for the six-month
period ended September 30, 2004.

During the six-month period ended September 30, 2004, the Company has obtained
liquidity entirely from loans from Triton.

The Company's financial statements for the six-months ended September 30, 2004
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, 2004,
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 raise
substantial doubts as to 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 continued funding from Triton until the successful completion of
a merger or other business combination. No assurance can be given that Triton's
funding will continue indefinitely or that the Company will be successful in
locating a candidate for a merger or other business combination and/or
completing such transaction. 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 6. EXHIBITS.

(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)

                                       16

<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)


                                       17


<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: November __, 2004                           NURESCELL, INC.

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

                                       18