<PAGE>

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

                               Amendment No. 1 to
                                  FORM 10-QSB/A


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

  /X/    For quarterly period ended September 30, 1999

                                       OR

  / /    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:
                      1400 Bristol Street North, Suite 240
                         Newport Beach, California 92660
                                 (949) 752-0071

                               -------------------

Check whether 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 10, 1999: 13,234,000

Transitional Small Business Disclosure Format (check one):    Yes /X/   No / /



<PAGE>

                                     PART I
                              FINANCIAL INFORMATION


                                 NURESCELL INC.
                          (A Development Stage Company)

                                 BALANCE SHEETS


                                     ASSETS
<TABLE>
<CAPTION>
                                                                   September 30,   March 31,
                                                                        1999         1999
                                                                   -------------  ---------
                                                                   (Unaudited)
<S>                                                                <C>            <C>
Current Assets:
    Cash and cash equivalents                                     $     1,418     $ 125,421
    Stock subscriptions receivable                                        -0-        25,000
    Advances to employees                                                 -0-        12,075
    Note receivable officer                                               -0-        54,673
    Other receivables                                                     -0-         3,761
                                                                  -----------     ---------
             Total Current Assets                                       1,418       220,930

Property, Plant and Equipment at cost, less
    accumulated depreciation and amortization of $9,085                43,524        43,100


Other Assets
    Deposits                                                            3,000         3,000
    Intangibles                                                         8,609         8,609
                                                                  -----------     ---------
             Total Other Assets                                        11,609        11,609
                                                                  -----------     ---------
TOTAL ASSETS                                                      $    56,551     $ 275,639
                                                                  ===========     =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
    Accounts Payable                                               $   88,469     $  34,826
    Due to officer                                                     12,370
    Accrued Salaries                                                   75,000         3,000
    Payroll Taxes Payable                                               6,479         6,839
                                                                  -----------     ---------
             Total Current Liabilities                                182,318        44,665


Stockholders' Equity
    Capital Stock                                                       1,324         1,308
    Additional Paid in Capital                                      1,387,551       874,192
    Deficit accumulated during the development stage               (1,514,642)     (644,526)
                                                                  -----------     ---------

 Total Stockholders' Equity                                          (125,767)      230,974
                                                                  -----------     ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $    56,551     $ 275,639
                                                                  ===========     =========

</TABLE>

                   See accompanying notes to financial statements

                                       -2-

<PAGE>

                                 NURESCELL INC.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                                         For the period         For the period
                            Three months        Three months         Six months      May 12, 1998 (Date of    May 12, 1998 (Date of
                               ended                ended              ended             Inception) to          Inception) to
                         September 30, 1999   September 30, 1998  September 30, 1999   September 30, 1998     September 30, 1999
                         ------------------  -------------------  ------------------  ---------------------   -------------------
                            (Unaudited)          (Unaudited)          (Unaudited)         (Unaudited)              (Unaudited)
<S>                           <C>               <C>                <C>                <C>                      <C>

OPERATING EXPENSES:

General and administration    $   460,445       $   156,717        $   870,321        $   231,133                $ 1,512,362
Depreciation                        1,079             1,643              3,204              2,010                      9,085
                              -----------       -----------        -----------        -----------                -----------
Total Expenses                    461,524           158,360            873,525            233,143                  1,521,447


LOSS FROM OPERATIONS             (461,524)         (158,360)          (873,525)          (233,143)                (1,521,447)

OTHER INCOME

Interest income                       -0-               -0-              3,409                -0-                      6,805
                              -----------       -----------        -----------        -----------                -----------

NET LOSS                      $  (461,524)      $  (158,360)       $  (870,116)       $  (233,143)               $(1,514,642)
                              ===========       ===========        ===========        ===========                ===========

NET LOSS PER SHARE

Basic and fully diluted            $(0.04)           $(0.02)       $     (0.07)       $     (0.03)               $     (0.12)
                              ===========       ===========        ===========        ===========                ===========

Weighted average common
  Shares outstanding           13,234,000        12,773,450         13,125,376         10,391,187                 12,322,706
                              ===========       ===========        ===========        ===========                ===========


</TABLE>

                  See accompanying notes to financial statements

                                       -3-


<PAGE>

                                 NURESCELL INC.
                          (A Development Stage Company)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
     For the period May 12, 1998 (Date of Inception) to September 30, 1999

<TABLE>
<CAPTION>
                                                                                            RETAINED
                                                                                            EARNINGS
                                                                           ADDITIONAL   (DEFICIT) DURING    COMMON
                                                        COMMON STOCK        PAID-IN     THE DEVELOPMENT      STOCK
                                                     SHARES     AMOUNT      CAPITAL          STAGE         SUBSCRIBED     TOTAL
                                                  -----------  --------    ---------    ----------------   ----------   ---------
<S>                                               <C>          <C>         <C>          <C>                <C>          <C>
Issuance of common stock:
    Cash - Founding Stockholders                    2,500,000     $ 250    $   2,250                                    $   2,500
    Technology Purchase                            10,000,000     1,000       (1,000)                                           0
    Cash - $ 1 per share                              498,000        50      497,950                                      498,000
    Cash - $ 5 per share, net of cost                  79,000         8      349,992                                      350,000
    Common stock subscriptions                                                                             $  25,000       25,000
NET LOSS                                                                                     (644,526)                   (644,526)
                                                  -----------  --------  -----------    -------------      ----------   ---------
Balance March 31, 1999                             13,077,000     1,308      849,192         (644,526)        25,000      230,974
Issuance of common stock:
    Payment of Common Stock Subscription                                                                     (25,000)     (25,000)
    Cash - $ 5 per share, net of costs                 19,000         2       94,998                                       95,000
    Cash $100 and investment banking services          30,000         3      120,797                                      120,800
    Consulting services                                 8,000         1        9,374                                        9,375
    Fair value of options                                                    125,700                                      125,700
    To Employees                                      100,000        10      187,490                                      187,500

NET LOSS                                                                                     (870,116)                   (870,116)
                                                  -----------  --------  -----------    -------------      ----------   ---------
BALANCE SEPTEMBER 30, 1999 (unaudited)             13,234,000   $ 1,324  $ 1,387,551      $(1,514,642)     $       0    $(125,767)
                                                  ===========  ========  ===========    =============      ==========   =========

</TABLE>

                   See accompanying notes to financial statements

                                       -4-


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

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                              For the period
                                                                 Six months                    May 12, 1998
                                                                   ended                  (date of inception) to
                                                               September 30, 1999           September 30, 1999
                                                              -------------------          ---------------------
                                                                  (Unaudited)                  (Unaudited)
<S>                                                            <C>                          <C>
INCREASE (DECREASE) IN CASH:
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Loss                                                       $   (870,116)                $ (1,514,642)
Adjustments:
     Depreciation                                                     3,204                        9,085
     Issuance of stock for services                                 317,575                      317,575
     Fair value of options                                          125,700                      125,700
    (Increase) Decrease in:
       Advances to employees                                         12,075                          -0-
       Notes Receivable - Officers                                   54,673                          -0-
       Other Receivables                                              3,761                          -0-
       Subscription Receivable                                       25,000                          -0-
     Increase (Decrease) in:
       Due to Officers                                               12,370                       12,370
       Accounts Payable                                              53,643                       88,469
       Accrued Salaries                                              72,000                       75,000
       Payroll Taxes Payable                                           (360)                       6,479
                                                               ------------                 ------------
          Net Cash Flows Used by Operating Activities              (190,475)                    (879,964)

CASH FLOWS FROM INVESTING ACTIVITIES:

     Purchases of Property, Plant & Equipment                         3,628                       52,609
     Deposits                                                           -0-                        3,000
     Intangibles                                                        -0-                        8,609
                                                               ------------                 ------------

          Net Cash Flows Used by Investing Activities                (3,628)                     (64,218)

CASH FLOWS FROM FINANCING ACTIVITIES:

     Proceeds from Sale of Common Stock                              70,100                      945,600
                                                               ------------                 ------------

           Net Cash Flows Provided by Financing Activities           70,100                      945,600
                                                               ------------                 ------------

Net increase (decrease) in cash                                    (124,003)                       1,418

Cash at beginning of period                                         125,421                          -0-
                                                               ------------                 ------------

Cash at end of period                                          $      1,418                 $      1,418
                                                               ============                 ============

Non cash transactions
Issuance of stock for services                                      130,075                      317,575
Issuance of stock to employees                                      187,500                      187,500
                                                                    317,575                      317,575
                                                               ============                 ============
</TABLE>

                See accompanying notes to financial statements

                                       -5-


<PAGE>

                                  NURESCELL INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

1.        GENERAL

          RESTATEMENT OF FINANCIAL STATEMENTS

          Subsequent to the filing of these financial statements, the Company
          discovered an error in its computation of stock-based compensation
          pursuant to APB25 and SFAS 123. As a result, the Company's current
          year's net income was overstated and additional paid-in capital was
          understated for the six month period ended September 30, 1999 by
          $459,375 (and $459,375 respectively). In addition, the Company
          restated items discussed in Note 12 to the March 31, 2000 financial
          statements.

          BASIS OF PRESENTATION

          The interim financial statements presented have been prepared by
          Nurescell Inc. (the Company) without audit and, in the opinion of the
          management, reflect all adjustments of a normal recurring nature
          necessary for a fair statement of (a) the results of operations for
          the three months ended September 30, 1999, (b) the financial position
          at September 30, 1999 and (c) the cash flows for the six months ended
          September 30, 1999. Interim results are not necessarily indicative of
          results for a full year.

          The balance sheet presented as of March 31, 1999 has been derived from
          the financial statements that have been audited by the Company's
          independent public accountants. The financial statements and notes
          included herein should be read in conjunction with the financial
          statements and notes included in the Company's Annual Report on Form
          10-KSB.

          NATURE OF BUSINESS

          The Company was incorporated on May 12, 1998, pursuant to the laws of
          the State of Nevada under the name Nurescell Inc. The Company is
          currently engaged in the research, development and testing of its
          proprietary radiation shielding technology.

          GOING CONCERN

          The accompanying financial statements have been prepared on the
          assumption that the Company will continue as a going-concern. This
          assumption anticipates that the Company will be able to realize assets
          and satisfy obligations in the normal course of business. The Company
          has accumulated net losses of $1,055,267 and negative cash flows from
          operating activities of $863,864 from inception to September 30, 1999.
          The Company has successfully completed radiation shielding testing for
          the first five product formulations of its principal technology, and
          commercial marketing of those products has begun. The technology
          continues to undergo advanced independent performance testing to
          validate its use in the nuclear industry, and that testing will
          require significant additional financing. The Company has identified a
          qualified ISO Certified manufacturer for its technology, and
          manufacturing procedures and equipment are in process of being
          implemented to accomplish large scale production in a rigidly enforced
          quality control environment by that manufacturer. The Company will not
          be able to generate significant commercial revenues until the
          manufacturing implementation steps are approved and in place. Patents
          on the Company's principal technology are patent-pending for the
          United States, but the patents have not yet been issued. Patent
          applications have been filed for other countries through European PCT,
          but those patents have also not been issued. The Company's capacity to
          operate as a going-concern is dependent on its ability to obtain
          adequate financing to fund its operations until the Company is able to
          complete the necessary research, development and testing necessary to
          generate commercial revenues sufficient to fund ongoing operations.
          These factors, among others, raise substantial doubt about the
          Company's ability to continue as a going-concern. The financial
          statements do not include any adjustments that might result from the
          outcome of this uncertainty.

2.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          FISCAL YEAR END

          The Company's fiscal year end is March 31, 1999.

          START-UP ACTIVITIES

          In 1998, the American Institute of Certified Public Accountants
          (AICPA) amended the AICPA SOP and Audit and Accounting Guides
          addressing the reporting of costs of start-up activities. Effective
          for fiscal years beginning after December 15, 1998, SOP No. 98 require
          costs of start-up activities and organizational costs to be expenses
          as incurred. Because early application is encouraged in prior periods,
          the Company has restated the financial statements to conform. To date,
          approximately $111,590 of startup costs and organizational expense
          have been expensed.

          USE OF ESTIMATES

          The preparation of financial statements in conformity with generally
          accepted accounting principles requires management to make estimates
          and assumptions that affect the reported amounts of assets and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial statements and reported amounts of revenues and
          expenses during the reporting period. Actual results could differ from
          those estimates. The accompanying financial statements include all
          adjustments which, in the opinion of management of the Company, are
          necessary in order to make these financial statements not misleading.


                                       -6-


<PAGE>

                                  NURESCELL INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


          RESEARCH AND DEVELOPMENT COSTS

          Research and development costs are expensed as incurred.

          BASIS OF PRESENTATION

          Since the Company has no revenues and has not yet commenced its
          principal operations, it is considered a "development stage
          enterprise," as defined by SFAS No. 7, Accounting and Reporting by
          Development Stage Enterprises.

          CASH AND CASH EQUIVALENTS

          Cash and cash equivalents for the statement of cash flows include cash
          and cash on deposit. The Company maintains its cash balance in one
          financial institution. During the prior fiscal year, the Company's
          cash balance periodically exceeded the financial institution's insured
          Federal Deposit Insurance Corporation limit of $100,000.

          PROPERTY AND EQUIPMENT

          Property and equipment is stated at cost. Expenditures for maintenance
          and repairs are charged to operations as incurred while renewals and
          improvements are capitalized. Depreciation of furniture, fixtures, and
          equipment is computed using the straight-line method. Estimated useful
          lives for reporting purposes are as follows:


                 Furniture, fixtures, and equipment                   5 years

          STOCK-BASED COMPENSATION

          Statement of Financial Accounting Standards No. 123, "Accounting For
          Stock-Based Compensation" ("SFAS No. 123"), requires a fair value
          based method of accounting for non-employee stock options, and
          encourages, but does not require the same method of accounting for
          employee stock options. The Company elected to continue to account for
          stock-based compensation using the intrinsic value method prescribed
          in Accounting Principles Board Opinion No. 25, "Accounting for Stock
          issued to Employees" ("APB No. 25"), and related interpretations,
          under which no compensation cost related to stock options has been
          recognized as the exercise price of each option at the date of grant
          was equal to the fair value of the underlying common stock.

          OTHER ASSETS

          Other assets consist of deposits and intangibles. Intangibles include
          patent application (and associated legal costs) and certain technology
          acquisition costs. Upon commencement of operations, all costs
          associated with obtaining patents and technology acquisition costs
          will be amortized on a straight-line basis over a 17-year period. The
          Company will evaluate the recoverability of intangibles on an annual
          basis by comparing the estimated net realizable value of the
          intangibles to their carrying value. Organization costs and start-up
          costs have been expensed in accordance with SOP-98.5.

          LOSS PER SHARE

          In 1997 the SFAS issued Statement No. 128, Earnings per Share. Unlike
          primary loss per share, basic loss per share excludes any dilutive
          effects of options, warrants and convertible securities. Diluted loss
          per share is very similar to the previously reported fully diluted
          loss per share. The basic and diluted loss per share is computed based
          on the weighed average number of common shares outstanding. Common
          equivalent shares are not included in the per share calculations where
          the effect of their inclusion would be antidilutive. Options to
          purchase shares of common stock are not included in the computations
          of diluted loss per share since the effect would be antidilutive.


                                       -7-

<PAGE>

                                  NURESCELL INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


          INCOME TAXES

          The Company accounts for its income taxes in accordance with the
          standards specified in SFAS No. 109, Accounting for Income Taxes.

3.        INTANGIBLE ASSETS

          On June 12, 1998 the Company entered into a Sales of Technology
          Agreement ("Agreement") with Dr. Adrian Joseph (now an officer of the
          Company) whereby the Company acquired all rights, title and interest
          in a new generation of flexible containment material ("Nuresfoam") for
          fissionable nuclear material ("Technology"). The Technology is based,
          in part, on prior patented technology, however the Technology itself
          has not yet been patented nor trademarked.

          As consideration for the sale of the Technology, Dr. Joseph received
          10,000,000 shares or 80% of the Company's then outstanding common
          stock. The transfer of the Technology was intended to be a tax-free
          exchange in accordance with Internal Revenue Code Section 351. The
          Agreement stated that the Company valued the Technology at $5,000,000;
          however, an independent valuation of the Technology was not obtained.
          Consequently, the Technology has been recorded at a nominal value of
          $10,000 based on the fair value ($.0001 per share) of the common stock
          issued in exchange for the Technology on the date of transfer.

4.        COMMITMENTS AND CONTINGENCIES

          OPERATING LEASES

          The Company leases office space under an operating sublease that
          requires minimum monthly payments of $3,422. Rent expense for the
          period ended September 30, 1999 was $23,302.

          Effective June 1, 1999, the Company has moved to a new location and
          has entered into a new three year lease that requires minimum monthly
          payments of $3,422.

          The estimated future minimum lease payments under all operating leases
          for the periods ending September 30, are as follows:

                                  PERIOD ENDING
                                  SEPTEMBER 30
                                  -------------
                      2000          $ 41,064
                      2001            41,064
                      2002            27,376
                                    --------
                      Total         $109,504

5.        INCOME TAXES

          For federal income tax purposes, approximately $1,514,642 of net
          operating loss carryforwards exists to offset future taxable income.
          These carryforwards expire in 2014. No tax benefit has been reported
          in the accompanying financial statements, however, because management
          believes that there is at least a 50%


                                       -8-

<PAGE>

                                  NURESCELL INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

          chance that the carryforwards will expire unused. Accordingly, at
          March 31, 1999, the $279,080 tax benefit of the cumulative
          carryforwards has been offset by a valuation allowance of the same
          amount.

6.        SHAREHOLDERS' DEFICIENCY

          The Company has 50,000,000 shares of $.0001 par value common stock
          authorized, of which 13,234,000 shares were issued and outstanding at
          September 30, 1999.

          Common stock issued from issuance of $5.00 shares has been reflected
          net of offering expenses of approximately $45,000.

          In June 1999, the Company issued to National Capital Merchant Group,
          Ltd. 30,000 shares of the Company's Common Stock valued at $120,800
          ($4.03) per share for past investment banking services to the Company
          and for cash of $100.

7.        STOCK OPTIONS

          Effective June 15, 1998, the stockholders approved an Incentive Stock
          Option Plan granting to any director, employee or consultant of the
          Company options to purchase Company Common stock over a ten-year
          period, at the fair market value at time of grant. The aggregate
          number of common shares of the Company which may be granted under the
          plan is 360,000 shares. As of September 30, 1999, options for 300,000
          shares have been granted under the Plan, none of which have been
          exercised.

          In April 1999, the Company granted Robert Shaw, a consultant to the
          Company, an option to purchase 15,000 shares of the Company Common
          Stock at $1.00 per share for each month that he provides services
          under his agreement with the Company. The options were valued at
          various prices under SFAS 123. As of September 30, 1999 he was granted
          a total of 90,000 options which were valued at $125,700.

8.        STOCK WARRANTS

          Effective September 15, 1998 the stockholders approved a plan to issue
          units consisting of one share of Common Stock (the "Common Stock") and
          one Class "A" Common Stock Purchase Warrant (the "Class A Warrants")
          of the Company.

          The Class "A" Warrants are exercisable into one (1) share of Common
          Stock and one (1) Class "B" Common Stock Purchase Warrant (the "Class
          "B" Warrant") commencing the day immediately after the first
          anniversary of the closing of the offering of the units (the "A"
          Exercise Date") and have an exercise price of $4.00. The Class "A"
          Warrants expire on the first anniversary of the "A" Exercise Date (the
          "A" Expiration Date"). The Class "B" Warrants are exercisable into one
          (1) share of Common Stock commencing immediately upon their issuance
          (the "B" Exercise Date") and have an exercise price of $3.00 per share
          of Company Common Stock. The Class "B" Warrants expire on the first
          anniversary of the "B" Exercise Date.

          Prior to permitting the exercise of either the Class "A" or Class "B"
          Warrants, the Company will be required to either register the
          underlying Common Stock or seek an exemption from registration under
          both federal and state law. The Common Stock and the Class A Warrants
          are immediately detachable.

9.        RELATED PARTIES

          The Company has received unsecured advances of $12,370, from one of
          its officers.

          The Company has also entered into consulting contracts with certain
          directors as a means of inducing the directors to devote additional
          time and effort to the Company over and above the

                                       -9-


<PAGE>

                                  NURESCELL INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

          time normally expected of a director. These contracts provide for
          payments of $2,000 to $4,000 per month to each director under
          contract, have no stated termination date but are cancelable by either
          party on 30 days written notice. Amounts paid by the Company under
          these contracts were $138,012, respectively at September 30, 1999.

          The Company purchased various chemicals, lab equipment, research
          material and start-up expenses from a related party. The purchase of
          lab equipment, research materials and start-up expenses amounted to
          $20,000 during the period ended March 31, 1999. The purchase of
          chemicals for the period ended March 31, 1999 amounted to $14,000.
          There were no purchases from related parties in the quarter ended
          September 30, 1999.

10.       SUBSEQUENT EVENTS

          SIGNIFICANT CONTRACTS AND AGREEMENTS

          On June 25, 1999, the Company entered into a consulting agreement with
          Dr. Chong Chiu. Under that agreement, Dr. Chiu will provide certain
          marketing, product development, specification review and other
          services to the Company related to nuclear power plants. Dr. Chiu is a
          former Dean of Physics at the Massachusetts Institute of Technology
          and the former General Manager of the San Onofre Nuclear Power
          Station. The agreement provides for Dr. Chiu to receive a percentage
          of all nuclear power plant revenues generated as a direct result of
          his services.

          The Company is currently in discussions with several parties to raise
          approximately $5,000,000. Those discussions have advanced
          significantly with one particular party, and an agreement to proceed
          has been signed (although there is no guarantee that the Company will
          be able to consummate any financing whereby the Company will receive
          all or any portion of the $5,000,000 at any time during the near or
          distant future).

          The Company is currently drafting a Proposed Scope of Work for
          Battelle Memorial Institute, Pacific Northwest Division (PNNL) for the
          testing and qualification of the Technology using the resources at
          PNNL's facility.

          In parallel with the work by PNNL, the Company has entered into an
          agreement with the University of Missouri for product testing with
          respect to high levels of alpha, beta and gamma radiation. This work
          will be accomplished in a twelve month period at an approximate cost
          of $151,064.

          After the performance of the Technology has been validated by
          independent third parties, the Company will seek to incorporate
          Technology based products into field studies of specialized
          applications and into bench scale and field trials of specialized
          private enterprise equipment. Simultaneous with that phase, the
          Company will use its best efforts to seek out and form various
          strategic alliances for the use of its products in nuclear material
          handling equipment and applications.

          The Company has received a purchase order for its material to be used
          at San Onofre Nuclear Generating Station. The Company has also entered
          into a public relations/investor relations relationship with Citigate
          Dewe Rogerson and has taken preliminary steps in entering into an
          exclusive relationship with Lone Star Lead Construction with respect
          to the use of the Technology in the design, fabrication, installation
          and construction of rooms, doors and structures in the areas of
          healthcare and non-destructive testing.

          The Company has agreed to repurchase 2,000 shares at the original cost
          of $10,000 from an investor.

          The Company, in return for introducing investors to the Company, has
          offered to select individuals options to purchase one share of the
          Company common stock at one dollar ($1.00) for every share of the
          Company common stock sold to any investor introduced to the Company by
          such individual. This option is to be exercised only twelve (12)
          months after the completion of the transaction mentioned above, (i.e.
          "exercising day") and the option will be good for twenty-four (24)
          months after the exercising day.


                                      -10-


<PAGE>

                                  NURESCELL INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

          SECURITIES OFFERINGS

          The Company has filed a Form 10-SB registration statement with the
          Securities and Exchange Commission, which filing has now become
          effective.

          The Company's Common Stock is quoted on the OTC Bulletin Board under
          the symbol "NUSL", and has been so quoted since June 10, 1999. Prior
          to that date, there was no public trading market for the Company's
          equity securities. In addition, the Company's Class "A" Common Stock
          Purchase Warrants are quoted on the OTC Bulletin Board under the
          symbol "NUSLW".


                                      -11-


<PAGE>

     PLAN OF OPERATION. Nurescell Inc. (the "Company" or "Registrant") is a
development stage company. Its operations principally consist of research,
development, and testing for its proprietary radiation shielding technology (the
"Nurescell Technology"). The Company is presently focused on independent third
party validation for the performance of its product, the obtaining of patents
globally for its technology, the establishment of manufacturing procedures and
processes, and the introduction of its product to the nuclear industry. Although
the Company intends to actively pursue research grants to fund either all or a
portion of this research, development and testing, any such revenues are not
anticipated prior to the fiscal quarter ending December 31, 1999. Additionally,
there are no assurances that the Company will obtain any grants or that any
grant funding received will be sufficient to meet all the Company's funding
requirements, either within this estimated time frame or in the future. Revenues
from the commercial use of the Nurescell Technology will begin when the Company
completes the implementation of production procedures with its manufacturer.
There are currently existing orders to be filled. From inception to September
30, 1999, the Company has obtained approximately $995,000 in financing through
the sale of equity securities through two private offerings (the "Offerings"),
each of which has been completed. Through September 30, 1999, the Company has
utilized all of the proceeds of the Offerings to (i) commence and pursue patent
applications for the Nurescell Technology, (ii) identify, negotiate and finalize
suitable research, development and testing contracts, and begin initial formal
testing of the Nurescell Technology, (iii) identify, negotiate and finalize
preliminary marketing consulting contracts and (iv) provide working capital for
the ongoing administrative and financing acquisition costs of the Company. The
Company is presently funded for working capital by loans from its Chief
Executive Officer, Dr. Adrian Joseph, who has committed to the Company's Board
of Directors that he will continue to finance the Company until the Company is
self-supporting.

     The Company's financial statements for the quarter ended September 30, 1999
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, 1999,
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 (from research grants and/or commercial operations) 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. At this time, the Company expects that
it will need approximately $3 million in additional funding over the next two
years in order to complete the necessary research, development and testing of
its Nurescell Technology. The Company is currently seeking financing of
approximately $5,000,000, and an agreement to proceed has been reached with one
party. 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. If sufficient funds are not available
when needed, the Company will be required to severely curtail its operations,
which would

                                      -12-


<PAGE>

have a material adverse effect on the Company's business, operating results and
financial condition.

                                     PART II
                                OTHER INFORMATION


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     On July 28, 1999, the Company privately issued 30,000 shares of Common
Stock valued at fair market value of $2.50 per share to National Capital
Merchant Group, Ltd. for $100 cash and investment banking services. Based on the
investor's relationship with the Company, the issuance was made pursuant to the
registration exemption under Section 4(2) of the Securities Act of 1933 (the
"Act").

     On September 28, 1999, the Company privately issued 8,000 shares of Common
Stock valued at fair market value of $0.50 per share to James Barone in lieu of
consulting fees. Based on Mr. Barone's relationship with the Company, the
issuance was made pursuant to the registration exemption under Section 4(2) of
the Act.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  The following Exhibits are attached hereto:

              6.1      Employment Agreement between the Company and Harold L.
                       Rapp dated August 6, 1999

              27       Financial Data Schedule

         (b)  One report on Form 8-K was filed during the Company's fiscal
              quarter ended September 30, 1999. Such report is dated July 1,
              1999 and provided disclosure under Item 4 regarding changes in the
              Company's certifying accountant. No financial statements were
              required to be filed with such report.



                                      -13-



<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.

Dated: November 10, 1999      NURESCELL INC.


                                       By: /s/ HAROLD L. RAPP
                                          ----------------------------
                                          Harold L. Rapp, President


                                       By: /s/ SHARON NITKA
                                          ----------------------------
                                          Sharon Nitka,
                                          Chief Financial Officer








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