UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



FORM 10-QSB/A

Amendment No. 2





[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934



For the quarterly period ended September 30, 2005



Commission File Number 0-25377



HOUSE OF TAYLOR JEWELRY, INC.

(Exact name as specified in its charter)



|                                                                                                |                                  
|----------------------------------------------------------------------------------------------- | ---------------------------------
|Nevada                                                                                          | 33-0805583                       
|(State or other jurisdiction of
incorporation or organization)                                  | (IRS Employer Identification No.)
|9200 Sunset Blvd., Suite 425
West Hollywood, California
(Address of principal executive office) | 90069
(Zip Code)                 



Registrants telephone number:  (310) 860-2660







Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the last 12 months (or for 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 (  )



As of September 30, 2005 the registrant had 38,285,286 shares of common stock issued and outstanding.

























EXPLANATORY NOTE





This amendment No. 1 to this Quarterly Report on Form 10-QSB/A is being filed in response to comments received by us from the Staff of the Securities and Exchange Commission (the staff). The Condensed Consolidated Statements of Operations have been restated to reflect the reduction of net loss due to the reversal of an expense originally recorded by the Company that was incurred by Nurescell prior to the recapitalization.   Additionally,  amounts on the Condensed Consolidated Statements of Stockholders Equity and the Condensed Consolidated Statement of Cash Flows have been revised to provide more detail. This amendment also provides additional disclosure of the Companys Significant Accounting Policies relating to Allowance for receivables and Costs and expenses. Further, Item 2.  Managements Discussion and Analysis or Plan of Operation has been expanded to provide information regarding the challenges and risks facing management. In addition, the section on Liquidity and Capital Resources has also been expanded to provide details of the individual items contributing to the sources and uses of funds.





















































































House of Taylor Jewelry, Inc.

TABLE OF CONTENTS



PART I

FINANCIAL INFORMATION



Item 1

Financial Statements (Unaudited)



Condensed Consolidated Balance Sheet as of September 30, 2005



Condensed Consolidated Statements of Operations for the three months and nine months ended September 30, 2005 and 2004



Condensed Consolidated Statement of Stockholders Equity for the nine months ended September 30, 2005



Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2005 and 2004



Notes to condensed consolidated unaudited financial statements



Item 2

Managements Discussion and Analysis or Plan of Operation.



Item 3

Controls and Procedures



PART II

OTHER INFORMATION



Item 1.

Legal Proceedings



Item 2.              Unregistered Sales of Equity Securities and Use of Proceeds



Item 3.               Defaults upon Senior Securities



Item 4.               Submission of Matters to a Vote of Security Holders



Item 5.               Other Information



Item 6.               Exhibits and Reports on Form 8-K





SIGNATURES



























PART I  FINANCIAL INFORMATION



House of Taylor Jewelry, Inc.

Condensed Consolidated Balance Sheet

(Unaudited)

September 30, 2005

ASSETS

|                                                                                                                                                                                                                                                          |           
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------
|Current assets:                                                                                                                                                                                                                                           | (Restated)
|Cash and cash equivalents                                                                                                                                                                                                                                 | $2,226,970
|Cash and cash equivalents - restricted                                                                                                                                                                                                                    | 2,000,000 
|Accounts receivable  trade, net of allowance of $250,000                                                                                                                                                                                                 | 1,288,478 
|Inventory                                                                                                                                                                                                                                                 | 2,611,286 
|Prepaid expenses                                                                                                                                                                                                                                          | 197,400   
|Total current assets                                                                                                                                                                                                                                      | 8,324,134 
|                                                                                                                                                                                                                                                          |           
|Property and equipment, net                                                                                                                                                                                                                               | 113,695   
|Intellectual property  related party, net                                                                                                                                                                                                                | 259,000   
|Deposits                                                                                                                                                                                                                                                  | 20,265    
|Total assets                                                                                                                                                                                                                                              | $8,717,094
|LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:                                                                                                                                                                                                 |           
|Line of credit                                                                                                                                                                                                                                            | $600,000  
|Accounts payable                                                                                                                                                                                                                                          | 623,010   
|Accrued liabilities                                                                                                                                                                                                                                       | 460,558   
|Deferred rent expense                                                                                                                                                                                                                                     | 29,000    
|Current portion of notes payable  related parties                                                                                                                                                                                                        | 418,562   
|Due for purchase of intellectual property  related party                                                                                                                                                                                                 | 75,000    
|Total current liabilities                                                                                                                                                                                                                                 | 2,206,130 
|                                                                                                                                                                                                                                                          |           
|Notes payable - related parties, including accrued interest 
less current portion                                                                                                                                                                        | 943,468   
|Commitments and contingencies

Stockholders Equity:
Preferred stock, $.0001 par value, 1,000,000 shares
authorized, -0- issued and outstanding
Common stock, $.0001 par value, 2,000,000,000 shares
authorized, 38,277,781 shares issued and outstanding | -

3,828  
|Additional paid-in capital                                                                                                                                                                                                                                | 6,488,397 
|Accumulated deficit                                                                                                                                                                                                                                       | (924,729) 
|Total stockholders equity                                                                                                                                                                                                                                | 5,567,496 
|Total liabilities and stockholders equity                                                                                                                                                                                                                | $8,717,094







The accompanying notes are an integral part of the condensed consolidated financial statements.



1











House of Taylor Jewelry, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)



|                                                                                          |                                  |                                 |              |           
|----------------------------------------------------------------------------------------- | -------------------------------- | ------------------------------- | ------------ | ----------
|                                                                                          | Three months ended
September 30, | Nine months ended
September 30,
|                                                                                          | 2005                             | 2004                            | 2005         | 2004      
|                                                                                          |                                  |                                 | (Restated)   |           
|                                                                                          |                                  |                                 |              |           
|Net sales                                                                                 | $1,288,771                       | $1,557,944                      | $3,157,041   | $4,982,343
|                                                                                          |                                  |                                 |              |           
|Cost of goods sold                                                                        | 626,696                          | 1,044,879                       | 2,140,679    | 3,338,613 
|Gross profit                                                                              | 662,075                          | 513,065                         | 1,016,362    | 1,643,730 
|                                                                                          |                                  |                                 |              |           
|Expenses:                                                                                 |                                  |                                 |              |           
|Selling, shipping and general and administrative                                          | 1,433,158                        | 361,782                         | 3,403,439    | 1,189,153 
|Income from operations                                                                    | (771,083)                        | 151,283                         | (2,387,077)  | 454,577   
|                                                                                          |                                  |                                 |              |           
|Other income (expense):
Discount received on
settlement of payable to vendor              | -                                | -                               | 981,980      | -         
|Interest income                                                                           | 17,000                           | -                               | 17,000       | -         
|Interest expense                                                                          | (39,271)                         | (66,342)                        | (127,561)    | (168,002) 
|                                                                                          | (22,271)                         | (66,342)                        | 871,419      | (168,002) 
|                                                                                          |                                  |                                 |              |           
|Income (loss) before income taxes                                                         | (793,354)                        | 84,941                          | (1,515,658)  | 286,575   
|State income taxes                                                                        | -                                | 1,500                           | -            | 5,000     
|Net income (loss)                                                                         | ($793,354)                       | $83,441                         | ($1,515,658) | $281,575  
|                                                                                          |                                  |                                 |              |           
|Pro forma adjustment  additional income taxes as if Company was taxed as a C corporation | -                                | 34,000                          | -            | 113,000   
|                                                                                          |                                  |                                 |              |           
|Pro forma net income (loss)                                                               | ($793,354)                       | $49,441                         | ($1,515,658) | $168,575  
|                                                                                          |                                  |                                 |              |           
|Pro forma net income (loss) per share: basic and diluted                                  | $(0.02)                          | $0.00                           | $(0.04)      | $0.01     
|                                                                                          |                                  |                                 |              |           
|Weighted average shares outstanding:                                                      |                                  |                                 |              |           
|Basic and diluted                                                                         | 37,515,791                       | 30,000,000                      | 37,007,798   | 30,000,000













The accompanying notes are an integral part of the condensed consolidated financial statements.

2













House of Taylor Jewelry, Inc.

Condensed Consolidated Statement of Stockholders Equity

Nine Months Ended September 30, 2005

(Unaudited)



|                                                                                   |               |                     |                        |                            |                                              |            
|---------------------------------------------------------------------------------- | ------------- | ------------------- | ---------------------- | -------------------------- | -------------------------------------------- | -----------
|                                                                                   | No. of
shares | Common stock
Amount | Due from
Stock-holders | Additional
Paid-in
Capital | Retained Earnings (accumulated Depreciation) | Total      
|Balance at December 31, 2004, as adjusted for recapitalization                     | 28,500,000    | $2,850              | ($95,000)              | $2,203,150                 | $590,929                                     | $2,701,929 
|                                                                                   |               |                     |                        |                            |                                              |            
|Shares and warrants issued for cash                                                | 1,500,000     | 150                 | -                      | 229,850                    | -                                            | 230,000    
|                                                                                   |               |                     |                        |                            |                                              |            
|Distributions                                                                      | -             | -                   | -                      | (2,114,936)                | -                                            | (2,114,936)
|                                                                                   |               |                     |                        |                            |                                              |            
|Outstanding and treasury shares of House of Taylor Jewelry, Inc. at date of merger | 3,753,801     | 376                 | -                      | 499,624                    | -                                            | 500,000    
|                                                                                   |               |                     |                        |                            |                                              |            
|Additional shares issued                                                           | 3,000,000     | 300                 | -                      | (300)                      | -                                            |            
|                                                                                   |               |                     |                        |                            |                                              |            
|Reduction of amount due from stockholders                                          | -             | -                   | 95,000                 | -                          | -                                            | 95,000     
|                                                                                   |               |                     |                        |                            |                                              |            
|Proceeds from sale of Units in private placement, net of expenses                  | 1,523,980     | 152                 | -                      | 5,671,009                  | -                                            | 5,671,161  
|                                                                                   |               |                     |                        |                            |                                              |            
|Net loss for the nine months ended September 30, 2005 (restated)                   | -             | -                   | -                      | -                          | (1,515,658)                                  | (1,515,658)
|                                                                                   |               |                     |                        |                            |                                              |            
|Balance at
September 30, 2005                                                      | 38,277,781    | $3,828              | -                      | $6,488,397                 | $(924,729)                                   | $5,567,496 









The accompanying notes are an integral part of the condensed consolidated financial statements.

3













House of Taylor Jewelry, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)



|                                                                                                   |                                 |            
|-------------------------------------------------------------------------------------------------- | ------------------------------- | -----------
|                                                                                                   | Nine months ended
September 30,
|                                                                                                   | 2005                            | 2004       
|Operating activities:                                                                              | (Restated)                      |            
|Net income (loss)                                                                                  | ($1,515,658)                    | $281,575   
|Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities: |                                 |            
|Depreciation and amortization                                                                      | 39,804                          | 18,223     
|Loss on abandonment of property and equipment                                                      | -                               | 20,735     
|Reduction of allowance for bad debts and returns                                                   | -                               | (50,000)   
|Changes in assets and liabilities:                                                                 |                                 |            
|Accounts receivable                                                                                | 539,445                         | 909,762    
|Inventory                                                                                          | (413,748)                       | (283,095)  
|Prepaid expenses, etc                                                                              | (200,100)                       | 18,513     
|Accounts payable                                                                                   | (1,407,836)                     | 847,576    
|Accrued liabilities                                                                                | 340,346                         | (98,106)   
|Deferred rent expense                                                                              | 4,000                           | 12,500     
|Net cash provided by (used in) operating  activities                                               | (2,613,747)                     | 1,677,683  
|                                                                                                   |                                 |            
|Investing activities:                                                                              |                                 |            
|Additions to property and equipment                                                                | -                               | (144,802)  
|Cash acquired at recapitalization                                                                  | 500,000                         | -          
|Acquisition of intellectual property                                                               | (150,000)                       | -          
|Payment of note issued for intellectual property                                                   | (50,000)                        | -          
|Net cash used in investing activities                                                              | 300,000                         | (144,802)  
|                                                                                                   |                                 |            
|Financing activities:                                                                              |                                 |            
|Decrease in line of credit                                                                         | -                               | (1,150,000)
|Cash restricted as collateral for line of credit                                                   | (2,000,000)                     | -          
|Proceeds from sale of units                                                                        | 5,671,009                       | -          
|Issuance of common stock and warrants                                                              | 230,000                         | -          
|Decrease in loans receivable from stockholders                                                     | 95,000                          | -          
|Decrease in advance to affiliate                                                                   | 56,350                          | 15,994     
|Distributions, less non cash distributions                                                         | (447,450)                       | (210,000)  
|Decrease in loan from stockholder                                                                  | (317,048)                       | -          
|Net cash provided by (used in) financing activities                                                | 3,287,861                       | (1,344,006)
|                                                                                                   |                                 |            
|Net increase in cash                                                                               | 974,114                         | 188,875    
|                                                                                                   |                                 |            
|Cash and cash equivalents at beginning of period                                                   | 1,252,856                       | 671,361    
|                                                                                                   |                                 |            
|Cash and cash equivalents at end of period                                                         | $2,226,970                      | $860,236   
|                                                                                                   |                                 |            
|                                                                                                   |                                 |            
|4                                                                                                 













|                                                             |            | 
|------------------------------------------------------------ | ---------- | 
|Supplemental disclosure of cash flow information:            |            | 
|                                                             |            | 
|Non-cash investing and financing activities:                 |            | 
|Debt originally issued for purchase of intellectual property | $ 125,000  | 
|Note issued in payment of dividend                           | $1,667,486 | 

























































































The accompanying notes are an integral part of the condensed consolidated financial statements.

5











House of Taylor Jewelry, Inc.

Notes to Condensed Consolidated Financial Statements

September 30, 2005



1. Organization and business



In May 2005, a newly formed subsidiary of House of Taylor Jewelry, Inc. (formerly Nurescell Inc.  an inactive development stage public shell company  Company) issued 30,000,000 shares of its common stock (increased to 33,000,000 shares in June 2005) in exchange for 100% of the outstanding common stock of House of Taylor Jewelry, Inc. (HOTJ)  name changed to Global Jewelry Concepts, Inc. (Global). The Companys balance sheet at the date of the exchange consisted principally of cash. As a result, the shareholders of Global owned approximately 90% of the Companys outstanding common stock. For accounting purposes, the transaction has been treated as a recapitalization with Global as the acquirer and the statements of operations and cash flows consist of those of Globals operating subsidiary, Tech Line Jewelry, Inc. (Tech Line). Nurescell, Inc. had a fiscal year end of March 31.  Following the transaction, the Company adopted the calendar fiscal year end of Global, which is the accounting acquirer.



Global was organized in May 2005 and its stockholders consisted of the former stockholders of Tech Line and two other companies who entered into licensing agreements with Global. Techline was organized in November 2001 in California and designs and distributes fine jewelry principally to wholesale and retail companies in the United States.



Through September 30, 2005, the Company contracted with one independent entity with factories in Hong Kong and China to manufacture substantially all its products.



As a result of recently signed licensing agreements, the Company is adding products under its Elizabeth Taylor and Kathy Ireland brands to its existing products. The Company is required to pay royalties to the licensors at varying rates based on sales with required minimum payments over the seven year period of these agreements.



2.  Significant accounting policies



Interim financial statements



The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statements pursuant to Regulation S-B. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments, (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months and nine months ended September 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.



These statements should be read in conjunction with the historical statements for the years ended December 31, 2004 and 2003 included in the 8-K/A filed by House of Taylor Jewelry, Inc. dated May 20, 2005.















6











Estimates and assumptions



The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States which requires management to make  estimates and assumptions that affect the accounting for and recognition of assets, liabilities, stockholders equity, revenue and expenses. Estimates and assumptions are made because certain information is dependent on future events. The most significant estimates used in preparing the financial statements are those relating to the collectibility of receivables and the market value used in valuation of inventory. Actual results could differ from those estimates.





Comprehensive income (loss)



For the three months and nine months ended September 30, 2005, comprehensive income consists only of net income (loss) and, therefore, a Statement of Other Comprehensive Income (Loss) has not been included in these financial statements.



Per share information



Basic earnings (loss) per share is determined by dividing the net earnings or (loss) by the weighted average shares of common stock outstanding during the period. Diluted earnings or (loss) per share is determined by dividing the net earnings or (loss) by the weighted average shares of common stock outstanding plus the dilutive effects of stock options and warrants. Stock options and warrants outstanding of 3,508,980 for the three and nine months ended September 30, 2005 have been excluded from the above calculation because the effect would be anti-dilutive. There were no common equivalent shares during 2004.



Revenue recognition



The Company recognizes revenue upon shipment of products to customers except when products are shipped to customers on consignment. In the latter situation, revenue is recognized when the customers report sales of the products to the Company.



One customer accounted for 17% of sales for the nine months ended September 30, 2005 and two customers accounted for 11% and 12% of sales for the nine months ended September 30, 2004. No other customer accounted for more than 10% of revenues for those periods. Three customers accounted for 14%, 12% and 11% of accounts receivable at September 30, 2005; one other customer accounted for more than 10% of accounts receivable at September 30, 2005.



Cash and cash equivalents



The Company considers all highly liquid investments with original maturity dates of three months or less when purchased to be cash equivalents. The Company maintains its cash in bank deposits which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts.



Restricted cash and cash equivalents collateralize the Companys line of credit.





Inventory



Inventory consists principally of finished products and is stated at the lower of cost (first-in, first-out) or replacement market.















7



Allowance for doubtful accounts



The Companys management reviews receivables on an ongoing basis. Management determines when the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts.  Trade receivables are written off when deemed uncollectible.  Recoveries of previously written off receivables are recorded when received.  No interest is charged on past due accounts.



An allowance for returns is provided based on an ongoing review of returns and management expectation of returns based on their evaluation of current business conditions. The Company does not have a policy of allowing customers to return products, but may accept returns where the customer concurrently purchases additional products or where the Company considers the likelihood of collection to be remote.



Allowances are adjusted on a quarterly basis based on the above review and analysis.



Costs and expenses



Cost of goods sold consists of the cost of merchandise (principally finished products), freight and duty. The Company does not have significant warehouse costs.  Our inventory management, fulfillment and freight out and insurance costs are included in selling, shipping, general and administrative expense.



Property and equipment



Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized. Minor replacements, maintenance and repairs are expensed.  Depreciation is provided on the straight-line basis over the estimated useful life (five years) of the related assets.



Intellectual property



The property is stated at cost and was acquired from a related party. It is being amortized over the six year period of the related agreement.



Income taxes



Through May 20, 2005, the Companys only operating subsidiary had elected to be taxed under the provisions of Sub-Chapter S of the Internal Revenue Code. Under those provisions, the Company did not pay federal corporate income taxes on its taxable income and incurred a liability for California income taxes at the rate of 1 1/2 %. The Companys stockholders were liable for individual federal and California income taxes on the Companys taxable income. Since that date, the Company is taxable as a C corporation.



Stock options and warrants



The Company has elected to adopt SFAS 123 (Accounting for Stock-Based Compensation, for disclosure purposes only and applies the provision of APB No.25 for stock based compensation for employees. The Company did not recognize any compensation expense under either SFAS 123 for non-employees or under APB 25 for employees related to the issuance of stock options in 2005 (no options were issued in 2004), as the amounts are immaterial.  Had compensation expense for all options granted to employees and directors been recognized in accordance with SFAS 123, the effect on the Companys net loss would be immaterial.



8















Recent accounting pronouncements



In June 2005, the Emerging Issues Task Force, or EITF, reached a consensus on Issue 05-6,Determining the Amortization Period for Leasehold Improvements, which requires that leasehold improvements acquired in a business combination or purchased subsequent to the inception of a lease be amortized over the lesser of the useful life of the assets or a term that includes renewals that are reasonably assured at the date of the business combination or purchase. EITF 05-6 is effective for periods beginning after July 1, 2005. We do not expect the provisions of this consensus to have a material impact on our financial position, results of operations or cash flows.



In March 2005, the FASB issued FASB Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations (FIN 47). FIN 47 provides guidance relating to the identification of and financial reporting for legal obligations to perform an asset retirement activity. The Interpretation requires recognition of a liability for the fair value of a conditional asset retirement obligation when incurred if the liabilitys fair value can be reasonably estimated. FIN 47 also defines when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. The provision is effective no later than the end of fiscal years ending after December 15, 2005. The Company will adopt FIN 47 beginning the first quarter of fiscal year 2006 and does not believe the adoption will have a material impact on its consolidated financial position or results of operations or cash flows.



In May 2005, the FASB issued SFAS No.154, Accounting Changes and Error Corrections (SFAS 154) which replaces Accounting Principles Board Opinions No. 20 Accounting Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements  An Amendment of APB Opinion No. 28. SFAS 154 provides guidance on the accounting for and reporting of accounting changes and error corrections. It establishes retrospective application, for the latest practicable date, as the required method for reporting a change in accounting principle and the reporting of a correction of an error. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005 and the Company is required to adopt it by in the first quarter of 2006. The Company is currently evaluating the effect that the adoption of SFAS 154 will have on its consolidated results of operations and financial condition but does not expect it to have a material impact.



In March 2005, the staff of the SEC issued Staff Accounting Bulletin No. 107 (SAB 107). The interpretations in SAB 107 expresses views of the staff regarding the interaction between SFAS 123 (R) and certain SEC rules and regulations and provide the staffs views regarding the valuation of share-based payment arrangements for public companies. In particular SAB 107 provides guidance related to share-based payment transactions with nonemployees, the transition from public entity status, valuation methods (including assumptions such as expected volatility and expected term), the accounting for certain redeemable financial instruments issued under share-based payment arrangements, the classification of compensation expense, non GAAP financial measures, first-time adoption of SFAS 123 (R) in an interim period, capitalization of compensation cost related to share-based payment arrangements, the accounting for income tax effects of share-based payment arrangements upon adoption of SFAS 123 (R), the modification of employees share options prior to adoption of SFAS 123 (R) and disclosures in Managements Discussion and Analysis subsequent to adoption of SFAS 123 (R).









9















3.  Restatement of net loss



In the three months ended June 30, 2005, the Company had originally recorded $60,000 of expense which was incurred by Nurescell, the accounting acquiree prior to the recapitalization.  The Company has restated this expense so that it is properly not reflected in the historical financial statements.  This resulted in a restatement (reduction) of net loss by $60,000, from $1,575,658 to $1,515,658 for the nine months ended September 30, 2005.  This restatement did not result in any change in asset, liability or equity totals, nor did it change the net loss per share.





4.     Property and equipment



|                                    |         
|----------------------------------- | --------
|Property and equipment consists of: |         
|                                    |         
|Machinery and equipment             | $13,891 
|Furniture and fixtures              | 92,318  
|Leasehold improvements              | 52,484  
|                                    | 158,693 
|Accumulated depreciation            |         
|and amortization                    | 44,998  
|                                    | $113,695



5.   Line of credit

In July 2005, the Company entered into a new line of credit expiring in August 2006, providing for maximum borrowings of $2,000,000, collateralized by the Companys time deposit of that amount. Borrowings bear interest at 8.4% at September 30, 2005.



6. Common stock



On May 18, 2005, (prior to the recapitalization) the Company sold 1,500,000 Class A common shares for $225,000 and warrants to purchase 1,750,000 Class A common shares for $5,000.  The warrants are exercisable from May 24, 2006 to May 24, 2009 at an exercise price of $1.00.



In August 2005, the Company sold 1,523,980 units at $4.25 per unit in a private placement. The total amount raised, net of selling commissions and expenses, amounted to approximately $5,560,000,. Each unit consisted of one share of common stock and a warrant to purchase one share of common stock at $7.00 per share at any time until August 12, 2010. In addition, the Company issued 152,398 warrants to affiliates of the placement agent.



The Company entered into a registration rights agreement with the investors in the private placement which required the Company file a registration statement with the Securities and Exchange Commission (SEC) with respect to these securities within the specified period from closing of the transaction.  The Company filed a registration agreement within the specified period.  Further, the Company is required to file responses to comments from the SEC within specified periods and is required to have the registration effective by December 30, 2005. Liquidated damages of 1%  1 1⁄2% per month for a maximum of 24 months will be incurred in the event of the Companys failure to register the shares. However, this registration rights agreement did not require derivative accounting and resulting liability classification of the warrants per EITF 00-19 because, as set forth in paragraph



10











16,  the maximum amount of liquidated damages did not exceed a reasonable discount between the difference in fair market value of registered and unregistered shares.  Therefore the delivery of unregistered shares together with liquidated damages is considered an economic settlement alternative, net share settlement is presumed, and liability classification is not required.









7.  Commitments and contingencies



On June 29, 2005, the Company entered into a Fulfillments Agreement. The services provided under the agreement commenced during the quarter ended September 30, 2005. The agreement provides for services to be provided to the Company, consisting of warehousing, inspecting, shipping, billing, collecting and other services. The fulfillment house is entitled to a commission of 5% on all House of Taylor Jewelry products sold by its sales people. Further the agreement also provides that the Company be paid a distribution fee for products included in the Companys line which are manufactured and sold by the fulfillment house. During the quarter ended September 30, 2005 sales of  these products were billed and recorded as revenue by the Company and the amount due to the fulfillment house was recorded as cost of goods sold. The fulfillment house will be entitled to recover from the Company its actual incremental expenses incurred in providing fulfillment services subsequent to January 1, 2006 and will not be entitled to such recovery for services provided prior thereto. The agreement terminates in June 2009. However, the Company may terminate on 90 days notice.



The Company leases its office under a lease which provides for minimum annual rent starting at $123,000 a year and increasing 3% a year through March 2009 (total $654,000).   A stockholder has guaranteed payments under the lease.



The Company has employment agreements with three members of management providing for aggregate minimum annual compensation of $580,000 through 2012.



The Company has a consulting agreement providing for the payment of $3,000 a month to May 2006.



The Company is the licensee under agreements with affiliates which provide for the payment of royalties on products sold. The licenses are for seven years (renewable under certain circumstances) and provide for minimum royalties over the period of approximately $12,000,000.



8.  Related party transactions



In connection with the merger in May 2005, the shareholders of Tech Line Jewelry, Inc. received distributions which included a note in the original amount of $1,365,090 payable over three years commencing October 2005, with interest at 8% a year. The note is secured by the assets of Tech Line, subject to the first security interest held by a bank.  Further, the shareholders agreed to take back the receivable and reduce the note for any of the accounts receivable at May 20, 2005 which remained outstanding over a specified period. As of September 30, 2005, the note has been reduced approximately $41,000 by accounts receivable so repurchased and other adjustments. The shareholders also loaned the Company $302,396, payable on demand with interest at 8% a year, which loan was repaid during the three months ended September 30, 2005.



The amount due for purchase of intellectual property is to a major shareholder and is payable in installments through December 31, 2005.



The Company incurred royalty expense to related parties of approximately $55,000 (three months ended September 30, 2005) and $70,000 (nine months ended September 30, 2005)..

11













9.  Options and warrants



We intend to adopt an incentive and non-statutory stock option plan in the near future. The purpose of the option plan will be to provide participants with an inducement to maintain their status with us and to further advance the interests of House of Taylor Jewelry. We expect to grant options in consideration of matters such as past and potential future contributions. After we adopt the option plan we will seek approval of the adoption from our shareholders.



At September 30, 2005, in addition to the warrants discussed in Note 5, there are outstanding options and warrants for the purchase of common stock as follows:



·

1,750,000 shares at $1 per share from May 2006 to May 2009

·

80,000 shares at $1 per share to May 2009

·

125,000 shares at $3.50 to 2009

·

25,000 shares at $0.15 to 2010

·

5,000 shares at $0.15 to 2008



Pro forma information for compensation expense for options granted to employees and directors is not presented because the effect is not material.



































































12











Item 2. Managements Discussion and Analysis or Plan of Operation



This discussion, other than historical financial information, may consist of forward-looking statements that involve risks and uncertainties, including when and if the Company has significant operations. Consequently, actual results may vary from managements expectations.



Management considers its success in developing new products, and channels to market them, under the Elizabeth Taylor and Kathy Ireland brands to be critical challenges Managements experience in the industry is significant; however, the new requirements in designing, marketing, advertising and selling branded products are different.



Results of operations for the three months and nine months ended September 30, 2005 as compared to the three months and nine months ended September 30, 2004.



Net sales for the nine months ended September 30, 2005 totaled $3,157,041, a decrease of $1,825,302 from net sales of $4,982,343 for the nine months ended September 30, 2004.  Of that amount, approximately $1,101,000 was a result of a decrease in sales of our existing Techline products, which totaled approximately $1,258,000 and $2,359,000 for the nine months ended September 30, 2005 and 2004, respectively. For the three months ended September 30, 2005, net sales were $1,288,771, a decrease of $269,163 from net sales of $1,557,944 for the same period in 2004.



During 2005, the Company expended much of its efforts in designing new products and developing marketing programs. In anticipation of the brands introduction at a major jewelry trade show, the Company focused on the new products to be incorporated into the Elizabeth Taylor and Kathy Ireland lines rather than its existing products. These activities were the primary reasons for decreased sales in the 2005 quarter and nine months as compared to the previous year.



Gross profit declined in the current three month and nine month periods from that of the previous year as a result of decreased sales. Gross profit as a percentage of sales were 51% (three months September 30, 2005), 32% (nine months September 30, 2005), and 33% (three months and nine months September 30, 2004). The gross profit percentage in the current three month period reflected improvements due to sales of new product lines; for the current nine month period the gross profit percentage was less because the Company was selling products during the earlier period in the year from its previous product line at lower prices to reduce inventories of the non-branded generic product lines.



Selling, shipping and general and administrative expenses were $3,403,439 for the nine months ended September 30, 2005 compared to $1,189,153 for the nine months ended September 30, 2004, an increase of $2,214,286. There was an increase of approximately $185,000 in accounting fees and approximately $303,000 in legal fees associated with the recapitalization (reverse acquisition), which took place in May 2005.  Trade show expenses increased approximately $340,000, advertising and marketing expense increased approximately $250,000 and payroll expense increased approximately $560,000 from the same period in the prior year. These costs were incurred in order to introduce the new Elizabeth Taylor and Kathy Ireland lines and launch the new products at a major jewelry trade show.  We also incurred approximately $70,000 of royalty expense in the nine months ended September 30, 2005.  Selling, shipping and general and administrative expenses were $1,433,158 for the three months ended September 30, 2005 as compared to $361,782 for three months ended September 30, 2004 an increase of $1,071,376.  The increases were the result of accounting and legal fees associated with the recapitalization as well as the royalty expense and fulfillment expense which were incurred for the first time in 2005.







13











Interest expense totaled $39,271 for the three months and $127,561 for the nine months ended September 30, 2005 compared to $66,342 and $168,002 for the same periods in the prior year. Interest expense relates principally to the line of credit, the imputed interest on an obligation to a vendor which was due after three years from purchase without interest, and in the 2005 periods, interest on related party notes.



Other income totaled $998,980 in the nine months ended September 30, 2005 of which $981,980 was the result of the settlement at a discount of the obligation to the vendor discussed in the previous paragraph.



The Company incurred net losses of $793,354 for the three months ended September 30, 2005 and $1,515,658 for the nine months ended September 30, 2005 compared to historical net income of $83,441, for the three months ended September 30, 2004 and $281,575 for the nine months ended September 30, 2004. The significant decease in operating results was due to the reduced sales and gross margin and increased expenses as discussed in the preceding paragraphs.



Liquidity and Capital Resources



For the nine months ended September 30, 2005, the Company used approximately $2,614,000 in its operations. The principal components of the cash used in operations included the net loss of $1,515,658, an increase in inventory of approximately $414,000, and an increase in prepaid advertising and marketing expenses of $200,000. Accounts payable decreased by approximately $1,400,000, primarily due to the payment of approximately $1,100,000 to one vendor to settle an outstanding balance in excess of $2,000,000.  These decreases were offset by a reduction of accounts receivable of approximately $540,000 and an increase in accrued liabilities of $340,346, consisting primarily of marketing and professional fees.



Investing activities provided $300,000 in the nine months ended September 30, 2005. The Company acquired $500,000 in the recapitalization. This was offset by the purchase of intellectual property of $275,000  for which the Company paid $150,000 of cash and issued a note for $125,000, of which $50,000 was repaid.



For the nine months ended September 30, 2005, financing activities provided $3,287,861. This included $5,671,996 from the sale of units (consisting of common stock and warrants) in a private placement in August 2005 and $230,000 from the issuance of common stock.  This was offset by $447,450 of distributions to stockholders, repayments of loans to shareholders of $317,048 and the restriction of $2,000,000 as collateral for our line of credit.













Critical Accounting` Policies and Use of Estimates



The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States which requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.





14

















Item 3

Controls and Procedures.



As of September 30, 2005, an evaluation was performed under the supervision and with the participation of the Companys management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures as defined in the Securities Act of 1934 Rules 13a-15(e) and 15d-15(e). Based on that evaluation, the Companys management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Companys disclosure controls and procedures were effective as of September 30, 2005. No changes in internal controls over financial reporting identified in connection with its evaluation occurred during the quarterly period covered by this report that materially affected, or were reasonably likely to materially affect, the Company's internal control over financial reporting.









































































15











PART II

.

This Form 10-QSB and our other filings with the Securities and Exchange Commission and public announcements contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks, uncertainties and other factors that may cause our actual results or performance to differ materially from any results of performance expressed or implied by those statements. Examples of forward-looking statements include predictive statements, statements that depend on or refer to future events or conditions, which include words such as expects, anticipates, intends, plans, believes, estimates, should, would, may or similar expressions, or statements that involve hypothetical events.



Item 1. Legal Proceedings



None



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



In August 2005, the Company sold 1,523,980 units at $4.25 per unit in a private placement. The total amount raised, net of selling commissions and expenses, was approximately $5,560,000. Each unit consisted of one share of common stock and a warrant to purchase one share of common stock at $7.00 per share at any time until August 12, 2010. In addition, the Company issued 152,398 warrants to affiliates of the placement agent.



Item 3. Defaults Upon Senior Securities



None



Item 4. Submission of Matters to a Vote of Security Holders



None



Item 5.  Other Information



None



Item 6.  Exhibits and Reports on Form 8-K



Exhibit 31.1  Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended



Exhibit 31.2 - Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended



Exhibit 32.1  Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



Exhibit 32.2  Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002











16











Reports on Form 8-K



Form 8-K/A filed July 8, 2005 with respect to Item 9.01

Form 8-K filed July 13, 2005 with respect to Items 8.01 and 9.01

Form 8-K filed August 5, 2005 with respect to Items 4.01 and 9.01

Form 8-K filed on August 17, 2005 with respect to Items 1.01, 3.02 and 9.01

Form 8-K filed on August 19, 2005 with respect to Items 8.01 and 9.01



Form 8-K filed October 3, 2005 with respect to Items 5.02 and 9.01



























































































17











SIGNATURES





In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed by the undersigned hereunto duly authorized.







HOUSE OF TAYLOR JEWELRY, INC.



Dated:  February 7, 2006



/s/ Jack Abramov

Chief Executive Officer and







Dated: February 7, 2006

/s/ Pauline Schneider

Pauline Schneider

Chief Financial Officer

(Principal Accounting Officer)







































































18