<PAGE>

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

                                FORM 10-QSB


             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: 13,194,000

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                                                        18,609        18,609
                                                                  -----------     ---------
             Total Other Assets                                        21,609        21,609
                                                                  -----------     ---------
TOTAL ASSETS                                                      $    66,551     $ 285,639
                                                                  ===========     =========

                      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                                                       1,312         1,308
    Additional Paid in Capital                                        938,188       884,192
    Deficit accumulated during the development stage               (1,055,267)     (644,526)
                                                                  -----------     ---------

 Total Stockholders' Equity                                          (115,767)      240,974
                                                                  -----------     ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $    66,551     $ 285,639
                                                                  ===========     =========

</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    $   196,021       $   156,717        $   410,946        $   231,133              $ 1,052,287
Depreciation                        1,079             1,643              3,204              2,010                    9,085
                              -----------       -----------        -----------        -----------              -----------
Total Expenses                    197,100           158,360            414,150            233,143                1,062,072


LOSS FROM OPERATIONS             (197,100)         (158,360)          (414,150)          (233,143)              (1,062,072)

OTHER INCOME

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

NET LOSS                      $  (197,100)      $  (158,360)       $  (410,741)       $  (233,143)             $(1,055,267)
                              -----------       -----------        -----------        -----------              -----------
                              -----------       -----------        -----------        -----------              -----------

NET LOSS PER SHARE

Basic and fully diluted            $(0.02)           $(0.02)       $     (0.03)       $     (0.03)             $     (0.09)
                              -----------       -----------        -----------        -----------              -----------
                              -----------       -----------        -----------        -----------              -----------

Weighted average common
  Shares outstanding           13,096,000        12,773,450         13,095,377         10,391,187               12,294,542
                              -----------       -----------        -----------        -----------              -----------
                              -----------       -----------        -----------        -----------              -----------


</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        9,000                                       10,000
            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      859,192         (644,526)        25,000      240,974
Issuance of common stock:
            Cash $100 and investment
              banking services                         30,000         3       74,997                                       75,000
            Consulting services                         8,000         1        3,999                                        4,000
Payment of capital stock subscriptions                                                                       (25,000)     (25,000)
NET LOSS                                                                                     (410,741)                   (410,741)
                                                  -----------  --------  -----------    -------------      ----------   ---------
BALANCE SEPTEMBER 30, 1999 (unaudited)             13,115,000   $ 1,312    $ 938,188      $(1,055,267)      $      -    $(115,767)
                                                  ===========  ========  ===========    =============      ==========   =========

</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                                                       $   (410,741)                $ (1,055,267)
Adjustments:
     Depreciation                                                     3,204                        9,085
     Issuance of stock for services                                  53,900                       53,900
    (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              (120,475)                    (809,964)

CASH FLOWS FROM INVESTING ACTIVITIES:

     Purchases of Property, Plant & Equipment                         3,628                       52,609
     Deposits                                                           -0-                        3,000
     Intangibles                                                        -0-                       18,609
                                                               ------------                 ------------

          Net Cash Flows Used by Investing Activities                (3,628)                     (74,218)

CASH FLOWS FROM FINANCING ACTIVITIES:

     Proceeds from Sale of Common Stock                                 100                      885,600
                                                               ------------                 ------------

           Net Cash Flows Provided by Financing Activities              100                      885,600
                                                               ------------                 ------------

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 purchased technology                                                  $     10,000
Issuance of stock for services                                       53,900                       53,900
                                                               ============                 ============
</TABLE>

                See accompanying notes to financial statements

                                      -5-

<PAGE>

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

1.        GENERAL

          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:

<TABLE>
                 <S>                                                  <C>
                 Furniture, fixtures, and equipment                   5 years
</TABLE>

          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:

<TABLE>
<CAPTION>
                                  PERIOD ENDING
                                  SEPTEMBER 30
                                  -------------
                      <S>         <C>
                      2000          $ 41,064
                      2001            41,064
                      2002            27,376
                                    --------
                      Total         $109,504
</TABLE>

5.        INCOME TAXES

          For federal income tax purposes, approximately $1,076,367 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.        COMMON STOCK

          The Company has 50,000,000 shares of $.0001 par value common stock
          authorized, of which 13,096,000 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.

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.

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

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<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








                                     -14-
<PAGE>




                                 EXHIBIT INDEX


EXHIBIT NUMBER           DESCRIPTION


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

     27                  Financial Data Schedule














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