<PAGE>

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

                               Amendment No. 1 to
                                  FORM 10-QSB/A


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

  /X/    For quarterly period ended June 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 August 10, 1999: 13,126,000

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>
                                                                     June 30,     March 31,
                                                                      1999          1999
                                                                    ---------     ---------
                                                                   (Unaudited)
<S>                                                                 <C>           <C>
Current Assets:
    Cash and cash equivalents                                       $  10,231     $ 125,421
    Stock subscriptions receivable                                        -0-        25,000
    Advances to employees                                                 -0-        12,075
    Note receivable officer                                            54,673        54,673
    Other receivables                                                   3,761         3,761
                                                                    ---------     ---------
             Total Current Assets                                      68,665       220,930

Property, Plant and Equipment at cost, less
    Accumulated depreciation and amortization of $7,483                45,126        43,100


Other Assets
    Deposits                                                            3,000         3,000
    Intangibles                                                         8,609         8,609
                                                                    ---------     ---------
             Total Other Assets                                        11,609        11,609

TOTAL ASSETS                                                        $ 125,400     $ 275,639
                                                                    =========     =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
    Accounts Payable                                                $  37,811     $  34,826
    Accrued Salaries                                                    3,000         3,000
    Payroll Taxes Payable                                              13,357         6,839
                                                                    ---------     ---------
             Total Current Liabilities                                 54,168        44,665


Stockholders' Equity
    Capital Stock                                                       1,313         1,308
    Additional Paid in Capital                                      1,123,037       874,192
    Deficit accumulated during the development stage               (1,053,118)     (644,526)
                                                                    ---------     ---------

 Total Stockholders' Equity                                            71,232       230,974

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $ 125,400     $ 275,639
                                                                    =========     =========

</TABLE>

                   See accompanying notes to financial statements

                                       -2-

<PAGE>

                                 NURESCELL INC.
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                      For the period May 12,     For the period May 12,
                                          Three months ended June   1998 (Date of Inception)    1998 (Date of Inception)
                                                 30, 1999               to June 30, 1998           to June 30, 1999
                                          -----------------------   ------------------------    ------------------------
                                                (Unaudited)               (Unaudited)                (Unaudited)
<S>                                       <C>                        <C>                            <C>
OPERATING EXPENSES:

Research and Development                       $         99                                         $      2,099
General and administration                          410,300              $     74,784                  1,050,341
Depreciation                                          1,602                        91                      7,483
                                               -------------             -------------              -------------
Total Expenses                                      412,001                    74,875                  1,059,923

LOSS FROM OPERATIONS                               (412,001)                  (74,875)                (1,059,923)

OTHER INCOME

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

NET LOSS                                       $   (408,592)             $    (74,875)              $ (1,053,118)
                                               =============             =============              =============

NET LOSS PER SHARE

Basic and fully diluted                        $      (0.03)             $      (0.01)              $      (0.09)
                                               =============             =============              =============

  Weighted average common
    Shares outstanding                           13,126,000                 5,875,510                 12,151,696
                                               =============             =============              =============

</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 June 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 Agreement                           10,000,000     1,000      (1,000)                                           0
    Cash - $ 1 per share                              498,000        50     497,950                                      498,000
    Cash - $ 5 per share, net of cost                  79,000         8     349,992                                      350,000
    Common stock subscriptions                                                                             $ 25,000       25,000
NET LOSS                                                                                   (644,526)                    (644,526)
                                                  -----------  --------  -----------    ------------       ---------    ---------
Balance March 31, 1999                             13,077,000     1,308     849,192        (644,526)         25,000      230,974
    Payment of Common Stock subscriptions                                                                   (25,000)     (25,000)
    Cash - $ 5 per share, net of cost                  19,000         2      94,998                                       95,000
    Cash $100 and consulting services                  30,000         3     120,797                                      120,800
    Fair value of options                                                    58,050                                       58,050
NET LOSS                                                                                   (408,592)                    (408,592)
                                                  -----------  --------  -----------    ------------       ---------    ---------
BALANCE JUNE 30, 1999 (unaudited)                  13,126,000   $ 1,313  $1,123,037     $(1,053,118)       $      0     $ 71,232
                                                  ===========  ========  ===========    ============       =========    =========

</TABLE>

                   See accompanying notes to financial statements

                                       -4-
<PAGE>
                                  NURESCELL INC.
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS

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

Net Loss                                                       $   (408,592)     $    (74,875)     $ (1,053,118)
Adjustments:
     Depreciation                                                     1,602                91             7,483
     Issuance of Stock for Services                                 120,700                             120,700
     Fair value of options                                           58,050                              58,050
    (Increase) Decrease in:
       Advances to employees                                         12,075
       Notes Receivable - Officers                                                     (7,500)          (54,673)
       Other Receivables                                                                                 (3,761)
       Subscription Receivable                                       25,000
     Increase (Decrease) in:
       Accounts Payable                                               2,985                              37,811
       Accrued Salaries                                                                                   3,000
       Payroll Taxes Payable                                          6,518             6,627            13,357
                                                               ------------      ------------      ------------
          Net Cash Flows Used by Operating Activities              (181,662)          (75,657)         (871,151)

CASH FLOWS FROM INVESTING ACTIVITIES:

     Purchases of Property, Plant & Equipment                         3,628            12,103            52,609
     Deposits                                                                           3,000             3,000
     Intangibles                                                        -0-             8,609             8,609
                                                               ------------      ------------      ------------

          Net Cash Flows Used by Investing Activities               (3,628)           (23,712)           (64,218)

CASH FLOWS FROM FINANCING ACTIVITIES:

     Proceeds from Sale of Common Stock                              70,100           409,800           945,600
                                                               ------------      ------------      ------------

           Net Cash Flows Provided by Financing Activities           70,100           409,800           945,600
                                                               ------------      ------------      ------------

Net increase (decrease) in cash                                    (115,190)          310,431            10,231

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

Cash at end of period                                          $     10,231      $    310,731      $     10,231
                                                               ============      ============      ============

Non cash transactions
Issuance of Stock for Services                                      120,700                             120,700
</TABLE>

                See accompanying notes to financial statements

                                       -5-
<PAGE>

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

1.        GENERAL

          RESTATEMENT OF FINANCIAL STATEMENTS

          Subsequent to the filing of these financial statements, the Company
          discovered an error in its computation of stock-based compensation
          pursuant to APB25 and SFAS 123. As a result, the Company's current
          year's net income was overstated and additional paid-in capital was
          understated for the three month period ended June 30, 1999 by $173,850
          (and $173,850 respectively). In addition, the Company restated items
          discussed in Note 12 to the March 31, 2000 financial statements.

          BASIS OF PRESENTATION

          The interim financial statements presented have been prepared by
          Nurescell Inc. (the Company) without audit and, in the opinion of the
          management, reflect all adjustments of a normal recurring nature
          necessary for a fair statement of (a) the results of operations for
          the three months ended June 30, 1999, (b) the financial position at
          June 30, 1999 and (c) the cash flows for the three months ended June
          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 $879,268 and negative cash flows from
          operating activities of $876,051 from inception to June 30, 1999. The
          Company has not completed testing and development nor obtained patents
          on its principal technology. The technology must undergo further
          development and testing before the Company will be able to generate
          any significant commercial revenues. The Company anticipates that
          research, development and testing will require significant additional
          financing. Management intends to seek the additional financing through
          future private placement offerings, joint ventures, and research
          grants. 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 $107,590 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. Such costs
          were approximately $100 in the quarter ended June 30, 1999.

          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 fiscal year, the Company's cash
          balance periodically exceeded the financial institution's insured
          Federal Deposit Insurance Corporation limit of $100,000.

          PROPERTY AND EQUIPMENT

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

                 Furniture, fixtures, and equipment                   5 years

          STOCK-BASED COMPENSATION

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

          OTHER ASSETS

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

          LOSS PER SHARE

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


                                       -7-
<PAGE>

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


          INCOME TAXES

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

3.        INTANGIBLE ASSETS

          On June 12, 1998 the Company entered into a Sales of Technology
          Agreement ("Agreement") with Dr. Adrian Joseph (now an officer of the
          Company) whereby the Company acquired all rights, title and interest
          in a new generation of flexible containment material ("Nuresfoam") for
          fissionable nuclear material ("Technology"). The Technology is based,
          in part, on prior patented technology, however the Technology itself
          has not yet been patented nor trademarked. An U.S. patent has been
          applied for with the U.S. Patent Application 09/187,641.

          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 June 30, 1999 was $10,860.

          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 June 30, are as follows:

                                  PERIOD ENDING
                                     JUNE 30
                                  -------------
                      2000          $ 41,064
                      2001            41,064
                      2002            41,064
                                    --------
                      Total         $123,192

5.        INCOME TAXES

          For federal income tax purposes, approximately $1,053,118 of net
          operating loss carryforwards exists to offset future taxable income.
          These carryforwards expire in 2014. No tax benefit has been reported
          in the accompanying financial statements, however, because management
          believes that there is at least a 50%


                                       -8-
<PAGE>

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

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

6.        SHAREHOLDERS' EQUITY

          The Company has 50,000,000 shares of $.0001 par value common stock
          authorized, of which 13,126,000 shares were issued and outstanding at
          June 30, 1999.

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

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

 7.       STOCK OPTIONS

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

          In April 1999, the Company granted Robert Shaw, a consultant to the
          Company, an option to purchase 15,000 shares of the Company Common
          Stock at $1.00 per share for each month that he provides services
          under his agreement with the Company. The options were valued at
          various prices under SFAS 123. As of June 30, 1999 he was granted a
          total of 45,000 options which were valued at $58,050.

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 made unsecured loans of $54,673, including interest,
          to one of its officers. These 10% interest-bearing loans are evidenced
          by notes and are all due within twelve months.

          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 $105,619, respectively at June 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 June
          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 on a "best efforts" basis through an offering
          of equity securities. These discussions are preliminary in nature and
          there is no guarantee that the Company will be able to consummate any
          offering 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 involved in negotiations with Battelle
          Memorial Institute, Pacific Northwest Division (PNNL) in order to
          establish a working relationship for the testing and qualification of
          the technology. In this context, the Company is discussing the benefit
          of forming a joint venture, known as "CRADA" versus a private venture
          with PNNL.

          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 satisfactorily
          evaluated by PNNL, 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 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 in the
very early stages of its development. Consequently, its operations consist
principally of research, development and testing of its proprietary radiation
shielding technology (the "Nurescell Technology"). 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 associated
with actual commercial applications of the Nurescell Technology are not
anticipated for two years. From inception to June 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 June 30, 1999, the Company utilized approximately
$930,000 of the proceeds of the Offerings to (i) commence patent applications
for the Nurescell Technology, (ii) identify, negotiate and finalize suitable
research, development and testing contracts, (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. All of the remaining proceeds from the Offerings is being used to begin
initial formal testing of the Nurescell Technology, continue the pursuit of
patents and provide administrative working capital. The Company anticipates that
its remaining capital will enable it to operate until September 1999.

     The Company's financial statements for the quarter ended June 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 commercial 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 currently anticipates financing
of approximately $5 million to be derived from a "best efforts" offering of
equity securities which is currently being discussed with various parties. There
can, however, be no guarantee that such offering will be successfully completed
or that any additional funding 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 may be required to curtail its operations, which could
have a material adverse effect on the Company's business, operating results and
financial condition.

                                      -12-
<PAGE>

                                     PART II
                                OTHER INFORMATION


ITEM 5.  OTHER INFORMATION

     On August 1, 1999, Harold L. Rapp became the President of the Company,
replacing Adrian A. Joseph, Ph.D., who has become the Company's Chief Executive
Officer. Prior to being named President of the Company, Mr. Rapp was Chief
Operating/Financial Officer for American Technologies Group, Inc. since March
1997. He also previously served on the Advisory Board to that firm for five
years as a Technical Consultant to their research scientists. Mr. Rapp is a
former principal and Executive Vice President of Baltes/Valentino Associates, an
Arizona-based consulting engineering firm, and he is a successful inventor with
patents in desalination, fluid purification and vacuum technologies. He has a
degree in Electronics Technology supplemented by studies in finance and
management through the American Management Association. In his capacity as the
Company's President, Mr. Rapp will effectively bridge the gap between highly
technical projects and traditional operational business management.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  The following Exhibits are attached hereto:

              6.1      Consulting Agreement between the Company and Dr. Chong
                       Chiu dated June 25, 1999

              6.2      Investment Banking Services Agreement between the
                       Company and National Capital Merchant Group, Ltd. dated
                       June 30, 1999

              27       Financial Data Schedule

         (b)  No reports on Form 8-K were filed during the Company's fiscal
              quarter ended June 30, 1999.



                                      -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: August 12, 1999          NURESCELL, INC.


                                       By: /s/ ADRIAN A. JOSEPH
                                          ----------------------------
                                          Adrian A. Joseph, President


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




                                      -14-