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

                                   FORM 10-QSB


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

  /X/    FOR QUARTERLY PERIOD ENDED DECEMBER 31, 2000

                                       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 the Registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.


                          Yes  /X/      No  / /


Number of shares of Common Stock outstanding at December 31, 2000: 15,683,288

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

                                        1


<PAGE>

PART I - FINANCIAL INFORMATION

<TABLE>
                                           NURESCELL INC.
                                (A Company in the Development Stage)
                                                 BALANCE SHEETS
<CAPTION>

                                                                      December 31,     March 31,
                                                                          2000            2000
                                                                        Unaudited        Audited
                                                                      -------------    ------------
<S>                                                                    <C>             <C>
ASSETS

CURRENT ASSETS
   Cash                                                                $    28,296     $    26,945
   Accounts receivable                                                     556,959           8,700
   Inventory                                                                71,664          25,078
   Other prepaid expenses                                                    6,777          13,732
                                                                       ------------    ------------
     TOTAL CURRENT ASSETS                                                  663,696          74,455
                                                                       ------------    ------------

PROPERTY AND EQUIPMENT net of accumulated
     depreciation and amortization of $25,327 and $14,021                   65,844          48,937
                                                                       ------------    ------------

OTHER ASSETS
   Deferred financing cost                                                  47,558          84,999
   Deposits                                                                  3,679           3,679
   Intangibles                                                              88,681          30,005
                                                                       ------------    ------------
     TOTAL OTHER ASSETS                                                    139,918         118,683
                                                                       ------------    ------------
TOTAL                                                                  $   869,458     $   242,075
                                                                       ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES
   Accounts payable                                                    $   165,225     $   139,289
   Loan from shareholder                                                    86,377          79,367
   Accrued expenses                                                        223,373         120,092
   Unearned income                                                         200,000               -
                                                                       ------------    ------------
     TOTAL CURRENT LIABILITIES                                             674,975         338,748

NOTES PAYABLE, net of unamortized discount of $286,183
     and $236,310                                                          483,817         533,690

LONG-TERM LIABILITIES
    Unearned income                                                        700,000               -
                                                                       ------------    ------------
        TOTAL LIABILITIES                                                1,858,792         872,438
                                                                       ------------    ------------

SHAREHOLDERS' EQUITY (DEFICIENCY)
   Preferred stock, $.001 par value; authorized - 1,000,000 shares;
     issued and outstanding - none                                               -               -
   Common stock, $.0001 par value; authorized - 50,000,000 shares;
     issued and outstanding - 15,683,288 shares at December 31, 2000
     and 15,191,788 shares at March 31, 2000                                 1,569           1,519
   Additional paid-in capital                                            4,655,057       4,028,739
   Receivable from stock option exercise                                   (25,000)              -
   Accumulated deficit                                                  (5,620,960)     (4,660,621)
                                                                       ------------    ------------
      TOTAL SHAREHOLDERS' EQUITY (DEFICIENCY)                             (989,334)       (630,363)
                                                                       ------------    ------------
TOTAL                                                                  $   869,458     $   242,075
                                                                       ============    ============

                           See accompanying Notes to Financial Statements
</TABLE>

                                                 2
<PAGE>
<TABLE>
                                                   NURESCELL INC.
                                        (A Company in the Development Stage)
                                              STATEMENTS OF OPERATIONS
<CAPTION>
                                                                                                       Cumulative
                                                                                                     For the period
                                   For the three  For the three   For the nine   For the nine         May 12, 1998
                                    months ended  months ended    months ended   months ended      (Date of Inception)
                                    December 31,  December 31,    December 31,   December 31,        to December 31,
                                        2000           1999           2000             1999                2000
                                     Unaudited      Unaudited      Unaudited        Unaudited           Unaudited
                                   -------------  -------------   ------------   ---------------     ---------------
<S>                                <C>            <C>              <C>            <C>                 <C>
SALES:
LICENSE                            $     50,000   $          -     $  100,000     $          -        $    100,000
PRODUCT                                   7,265              -          7,265                -              15,965
                                   -------------  -------------  ------------     -------------       ------------
TOTAL SALES                              57,265              -        107,265                -             115,965

COST OF SALES                                 -              -              -                -              21,377
                                   -------------  -------------  -------------    -------------       ------------
GROSS PROFIT                             57,265              -        107,265                -              94,588

OPERATING EXPENSES
Research and development                      -              -          1,795                -              66,632
General and administrative              248,932      1,358,258      1,101,866        1,769,290           5,653,639
Depreciation                              3,782          1,706         11,306            4,910              26,549
                                   -------------  -------------  -------------    -------------       -------------
TOTAL EXPENSES                          252,714      1,359,964      1,114,967        1,774,200           5,746,820
                                   -------------  -------------  -------------    -------------       -------------
LOSS FROM OPERATIONS                   (195,449)    (1,359,964)    (1,007,702)      (1,774,200)         (5,652,232)

OTHER INCOME (EXPENSE)
Interest income (expense)               (53,151)             -       (232,637)           3,409            (241,950)
Loss on abandonment of software               -              -              -                -              (6,778)
Gain on conversion of debt                    -              -        280,000                -             280,000
                                   -------------  -------------  -------------    -------------       -------------
TOTAL OTHER INCOME (EXPENSE)            (53,151)             -         47,363            3,409              31,272
                                   -------------  -------------  -------------    -------------       ------------
NET LOSS                           $   (248,600)  $ (1,359,964)  $   (960,339)    $ (1,770,791)       $ (5,620,960)
                                   =============  =============  =============    =============       =============

BASIC AND DILUTED LOSS/SHARE       $      (0.02)  $      (0.10)  $      (0.06)    $      (0.13)
                                   =============  =============  =============    =============
WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING         15,683,288     13,759,928     15,503,449       12,545,372
                                   =============  =============  =============    =============

                                   See accompanying Notes to Financial Statements
</TABLE>
                                                         3
<PAGE>
<TABLE>
                                                           NURESCELL INC.
                                                (A Company in the Development Stage)
                                            STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIENCY)
                               FOR THE PERIOD FROM MAY 12, 1998 (INCEPTION DATE) TO December 31, 2000
                                                                       UNAUDITED
<CAPTION>
                                                    COMMON STOCK           ADDITIONAL       STOCK
                                             ---------------------------     PAID IN        OPTION       ACCUMULATED
                                                SHARES         AMOUNT        CAPITAL       RECEIVABLE       DEFICIT         TOTAL
                                             ------------   ------------   ------------   ------------   ------------   ------------
<S>                                          <C>            <C>            <C>            <C>            <C>            <C>
Issuance of common stock
     Cash - Founding Shareholders
       (March 1998 at $.0001)                  2,100,000    $       210    $     1,890    $         -    $         -    $     2,100
     Cash - Founding Shareholders
       (June 1998 at $.0001)                     400,000             40            360                                          400
     Purchase of Technology
        (June 1998 at $.0001)                 10,000,000          1,000         (1,000)                                           -
     Cash - $1.00 per share
        (August 1998)                            498,000             50        497,950                                      498,000
     Cash - $5.00 per share,
        net of issuance cost
        (September 1998)                          19,800              2         87,720                                       87,722
     Cash - $5.00 per share,
        net of issuance cost
        (October 1998)                             5,200              1         23,038                                       23,039
     Cash - $5.00 per share,
        net of issuance cost
        (November 1998)                            1,500                         6,645                                        6,645
     Cash - $5.00 per share,
        net of issuance cost
        (February 1999)                           12,000              1         53,163                                       53,164
     Cash - $5.00 per share,
        net of issuance cost
        (March 1999)                              40,500              4        179,426                                      179,430
Fair value of options                                                           30,000                                       30,000
Net loss, as restated for March 31, 1999                                                                    (674,526)      (674,526)
                                             ------------   ------------   ------------   ------------   ------------   ------------
Balance, March 31, 1999                       13,077,000          1,308        879,192              -       (674,526)       205,974

Issuance of common stock
     Cash $100 and investment banking
        services (May 1999 at $2.50)              30,000              3         74,997                                       75,000
     Consulting services
        (October 1999 at $1.17)                    8,000              1          9,359                                        9,360
     Consulting services
        (December 1999 at $1.10)                 134,000             13        147,597                                      147,610
     Consulting services
        (January 2000 at $.98)                   100,000             10         98,240                                       98,250
     Exercise of stock options
        (October 1999 at $.50)                    60,000              6         29,994                                       30,000
     Exercise of stock options
        (October 1999 at $.50)                    60,000              6         29,994                                       30,000
     Exercise of stock options
        (January 2000 at $1.00)                   15,000              2         14,999                                       15,001
     Exercise of stock options
        (March 2000 at $2.00)                     10,000              1         19,999                                       20,000
     To a director (December 1999 at $1.78)      300,000             30        533,970                                      534,000
     To employees (December 1999 at $2.25)        20,000              2         44,998                                       45,000
     To employee (December 1999 at $1.88)        100,000             10        187,490                                      187,500
     Conversion of debt to equity
        (January 2000 at $1.17)                  524,226             52        614,275                                      614,327
     Award to directors and officers
        (January 2000 at $1.17)                  734,562             73        860,742                                      860,815
     Cash (April 1999 at $5.00)                   19,000              2         94,998                                       95,000
Fair value of options and warrants                                             387,895                                      387,895
Net loss                                                                                                  (3,986,095)    (3,986,095)
                                             ------------   ------------   ------------   ------------   ------------   ------------
Balance, March 31, 2000                       15,191,788          1,519      4,028,739               -    (4,660,621)      (630,363)

Issuance of common stock
    Exercise of stock options
        (April 2000 at $1.00)                      7,500              1          7,499                                        7,500
    Exercise of stock options
        (June 2000 at $ .25)                     100,000             10         24,990                                       25,000
    Receivable from stock option exercise                                                     (25,000)                      (25,000)
    Conversion of debt to equity
       (August 3 at $1.65 per share)             250,000             25        132,475                                      132,500
    To an employee (August 2000 at $.68)         100,000             10         67,990                                       68,000
    To Dutchess (July 2000 at $.90)               34,000              4         30,688                                       30,692
Fair value of options and warrants                                             362,676                                      362,676
Net loss                                                                                                    (960,339)      (960,339)
                                             ------------   ------------   ------------   ------------   ------------   -----------
Balance, December 31, 2000                    15,683,288    $     1,569    $ 4,655,057    $   (25,000)   $(5,620,960)   $  (989,334)
                                             ============   ============   ============   ============   ============   ============

                                           See accompanying Notes to Financial Statements

                                                                               4
</TABLE>
<PAGE>
<TABLE>
                                                       NURESCELL INC.
                                            (A Company in the Development Stage)
                                                  STATEMENTS OF CASH FLOWS
<CAPTION>
                                                                                                            Cumulative
                                                                                                          For the period
                                                                For the nine          For the nine         May 12, 1998
                                                                months ended          months ended      (Date of Inception)
                                                              December 31, 2000    December 31, 1999    to December 31, 2000
                                                                 Unaudited             Unaudited             Unaudited
                                                               -------------         -------------         -------------
<S>                                                            <C>                   <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss                                                       $   (960,339)         $ (1,770,782)         $ (5,620,960)
Adjustments:
     Depreciation                                                    11,306                 4,910                26,549
     Amortization of discount on notes payable and
       deferred financing cost                                       25,068              (154,375)               58,756
     Loss on abandonment of computer software                             -                     -                 6,778
     Issuance of stock for services                                  98,692             1,278,383             2,056,127
     Issuance of stock for conversion of debt to capital                  -                     -               614,327
     Fair value of options and warrants                             362,676                     -               780,571
     Gain on conversion of debt to stock                           (280,000)                    -              (280,000)
     Change in operating assets and liabilities:                          -                     -                     -
       Advances to employees                                           (780)               12,075                  (780)
       Accounts receivable                                         (547,479)                3,761              (556,179)
       Notes receivable-officers                                          -                54,673                     -
       Inventory                                                    (46,586)                    -               (71,664)
       Other prepaid expenses                                         6,955                     -                (6,775)
       Accounts payable                                              51,436                79,290               165,225
       Accrued expenses                                              77,781                35,079               223,373
       Unearned income                                              900,000                     -               900,000
                                                               -------------         -------------         -------------
          Net Cash Flows Used in Operating Activities              (301,270)             (456,986)           (1,704,652)
                                                               -------------         -------------         -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of property and equipment                            (28,213)               (4,467)              (99,171)
     Deposits                                                             -                     -                (3,679)
     Intangibles                                                    (58,676)                    -               (88,681)
                                                                -------------         -------------         -------------
          Net Cash Flows Used in Investing Activities               (86,889)               (4,467)             (191,531)
                                                               -------------         -------------         -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from sale of common stock                               7,500                60,100             1,048,101
     Proceeds from issuance of notes                                375,000               385,000               875,000
     Proceeds from shareholder loan, net                              7,010                20,000                86,377
     Debt issuance costs                                                  -                     -               (84,999)
                                                               -------------         -------------         -------------
          Net Cash Flows Provided by Financing Activities           389,510               465,100             1,924,479
                                                               -------------         -------------         -------------
Net increase (decrease) in cash                                       1,351                 3,647                28,296
Cash at beginning of period                                          26,945               125,421                     -
                                                               -------------         -------------         -------------
Cash at end of period                                          $     28,296          $    129,068          $     28,296
                                                               =============         =============         =============

SUPPLEMENTAL DISCLOSURES OF NON-CASH
     FINANCING ACTIVITIES
     Issuance common stock for services                        $     98,692                                $  2,056,127
     Issuance of common stock for conversion of
       debt to equity                                               132,500                                     746,827

                                       See accompanying Notes to Financial Statements

                                                                               5
</TABLE>
<PAGE>
                                  NURESCELL INC.
                      (A Company in the Development Stage)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1: MANAGEMENT REPRESENTATION

The financial statements included herein have been prepared by Nurescell Inc.
(the "Company"), without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information normally included in the
financial statements prepared in accordance with generally accepted accounting
principles have been omitted pursuant to such rules and regulations. However,
the Company believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that the financial statements be read
in conjunction with the audited financial statements and notes for the fiscal
year ended March 31, 2000 included in the Company's annual report on Form
10-KSB. The interim results are not necessarily indicative of the results for
the full year.


NOTE 2: GOING CONCERN

The Company has accumulated net losses of $5,620,960 and a stockholders' deficit
of $989,334 as of December 31, 2000. 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 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.


NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

EARNINGS PER SHARE: Basic Earnings per Share ("EPS") is calculated by dividing
income available to common stockholders (the "numerator") by the weighted
average number of common shares outstanding (the "denominator") during the
period. The computation of diluted EPS is similar to the computation of basic
EPS except that the denominator is increased to include the number of additional
common shares that would have been outstanding if the dilutive potential common
shares (that is, securities such as options, warrants, convertible securities,
or contingent stock agreements) had been issued. The computation of diluted EPS
shall not assume conversion, exercise, or contingent issuance of securities that
would have an antidilutive effect on EPS. As the Company has had losses since
its inception, potential common shares have been ignored as their effect would
be antidilutive.

                                        6
<PAGE>

OTHER ASSETS: Other assets consist of deposits, intangibles, and deferred
financing costs on notes payable (See Note 6). Intangibles include patent
application and associated legal costs. Upon commencement of operations, all
costs associated with obtaining patents will be amortized on a straight-line
basis over the remaining patent lives once the patent is obtained. 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.

FOREIGN CURRENCY TRANSLATION: The financial statements of the Company's share of
the foreign company (see Note 11) have been translated to US dollars at current
exchange rates. Gains or losses from foreign currency transactions denominated
in a currency other than the Company's are included in the results of
operations.


NOTE 4: INVENTORIES

Inventories consisted of the following at December 31, 2000:

               Raw material                                  $      50,605
               Finished goods                                       21,059
                                                             --------------
                                                             $      71,664
                                                             ==============

NOTE 5: LOAN FROM SHAREHOLDER

Loan from officer at December 31, 2000 consisted of short-term cash advance from
Dr. Adrian Joseph, the Chief Scientific Advisor, payable on demand, and bearing
interest at 10% per annum. Interest accrued on this loan for the three months
ended December 31, 2000 was $2,468 and for the nine months ended December 31,
2000 was $7,642.


NOTE 6: CONVERTIBLE NOTES PAYABLE

On December 15, 1999 and February 8, 2000, respectively, the Company signed
convertible promissory notes to Triton Private Equities Fund, L.P. ("Triton"),
each with a face value $385,000 and bearing interest at 8% per annum ("December
note" and "February note"). Interest for the December and February notes are due
quarterly beginning March 31, 2000 and June 30, 2000, respectively. For both
notes, the Company recorded an original issue discount of $270,000, legal fees
in the amount of $28,500, and finders' fee in the amount of $50,000.
Additionally, a refundable prepaid fee of $25,000 was withheld by Triton to
reserve an equity credit line, which the Company has decided not to pursue. As
of December 31, 2000, Triton still held the $25,000.

The December note has a warrant feature for 25,000 shares of Company common
stock, with a three-year expiration date. The February note has a warrant
feature for 75,000 shares of the Company Common stock, also with a three-year
expiration date. At June 30, 2000 the Company recorded an additional debt
discount of $155,726 related to the value of the warrants which will be
amortized over the life of the notes. The warrants were valued at fair value at
the grant date using the Black-Scholes pricing model. The warrants of December
and February notes can be converted into common stock for $ 2.25 and $4 per
share, respectively.

The discount and other expenses related to the issuance of convertible
promissory notes are being amortized over the two-year life of the December note
and over the 22-month life of the February note. The unamortized debt discount
at December 31, 2000 was $286,183.

                                        7
<PAGE>

Interest on the notes can be paid in shares of the Company's Common stock at the
discretion of the Company, as follows: the dollar amount of the interest to be
paid divided by the average of the closing bid prices for the Common stock for
the ten (10) trading days prior to the due date of such interest payment
multiplied by ninety percent (90).

The holder of the convertible promissory note can convert it to the Company's
Common stock at its option, any time commencing the earlier of (i) the date on
which the Registration Statement is declared effective by the SEC; or (ii) the
date which is one hundred twenty days after the date of the note. The holder is
entitled to convert all or a portion of the original principal face amount of
this note into shares of common stock at a conversion price for each share of
common stock equal to the lessor of (a) one hundred twenty-five percent (125%)
of the closing price of the Company Common stock at the date of the note or (b)
the average of the three lowest bid prices of the Company Common stock for
twenty (20) trading days prior to the conversion date - at a price per share per
the following sliding formula:

              date of note to 120 days      =        105%
              121 days to 150 days          =        103%
              151 days to 180 days          =        100%
              181 days to 210 days          =         97%
              more than 210 days            =         95%


NOTE 7: NOTES PAYABLE

The Company has entered into an agreement with a major shareholder to obtain
$412,500 in 2 year notes, interest payable semi-annually, with a 10% front-end
discount. As of June 30, 2000, the Company has received a total of $375,000, net
of the $37,500 debt discount, which will be amortized over the two-year life of
the notes beginning in July, 2000. These notes were converted into 250,000
shares of the Company's Common stock on August 3, 2000 and the debt discount of
$37,500 was fully amortized in the quarter ending September 30, 2000.


NOTE 8: SHAREHOLDERS' EQUITY (DEFICIENCY)

In April 2000, the Company entered into a public relations agreement with
International Media Solutions, Inc. Under that agreement, International Media
Solutions, Inc. is entitled to options to acquire 100,000 shares of Common stock
at $.25 per share on May 1, 2000 and options to acquire 50,000 shares of Common
Stock at $2.00 per share on November 1, 2000.

Should the average bid price of the Common stock 5 days prior to the execution
date be above $5 per share, said options shall be executed at a price of $3.00.
Should the average bid price of the Common stock 5 days prior to the execution
date be above $7 per share, said options shall be executed at a price of $4. The
Company has agreed to allow International Media Solutions, Inc. to forward the
funds for the purchase of Common stock as the shares cross into the market. The
related receivable is reflected as an offset to shareholders' deficiency until
the cash is collected. During the three months ended June 30, 2000, the Company
recorded $181,000 of public relations expense relating to exercisable stock
options granted. No Common stock was issued and no expense was recorded for the
three months ended September 30, 2000 or the three months ended December 31,
2000.

                                        8
<PAGE>

During the three months ended June 30, 2000, the Company granted Robert Shaw, an
employee of the Company, options to purchase 45,000 shares of the Company's
common stock at $1.00 per share in exchange for services rendered to the
Company. In accordance with APB 25, no expense was recorded on the books for
these services. Robert Shaw resigned June 10, 2000 and no options were issued
for the three months ended September 30, 2000 or the three months ended December
31, 2000

Options and warrants to purchase 1,137,500 and 1,230,000 shares of the Company's
Common stock were outstanding at December 31, 2000 and December 31, 1999,
respectively.


NOTE 9: RELATED PARTY TRANSACTIONS

The Company has received an unsecured loan of $86,377 from one of its
shareholders (See Note 5).

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 time normally expected of a director. These contracts
provide for payments of $2,000 per month to each director under contract, have
no stated termination date but are cancelable by either party on 30 days written
notice. No amounts were paid by the Company under these contracts during the
three months ended December 31, 2000. Amounts accrued to these directors for
their services for the three months and nine months ended December 31, 2000 are
$12,000. and $ 28,000 respectively.


NOTE 10: LEGAL PROCEEDINGS

Biltmore Advisors, LLC v Nurescell Inc. The suit claims breach of an oral
contract and seeks specific performance or damages estimated to be approximately
$600,000. The Company has decided to vigorously defend this matter. Although the
case is at the beginning of the discovery process, there has been an inquiry by
counsel for the plaintiff to enter into settlement negotiations for purposes of
resolving the issue. As a result, 0n February 7, 2001 the management of the
Company has agreed to issue 50,000 of the Company's restricted common stock to
settle the matter, valued at $28,125.

Dutchess Advisors, Ltd. v Nurescell Inc. The Company gave sixty days notice of
its termination of its relationship with Dutchess Advisors, Ltd. However,
Dutchess raised certain issues regarding compliance with the conditions of the
agreement. To settle the matter, the Company issued to Dutchess 34,000 shares of
the Company's Common stock which were valued at fair market value of $30,692 on
the settlement date of July 24, 2000.


NOTE 11: Nurescell AG

On August 17, 2000, the Company entered into an agreement to form Nurescell AG,
(AG) an entity formed under the laws of the Federal Republic of Germany, with an
unrelated third party, Advance Technology Industries Inc.(ATI). The Company has
a 51% interest in AG. AG has concurrently entered into an exclusive Licensing
Agreement for technology developed by Nurescell Inc. (Technology) for the
purpose of commercialization and marketing of said Technology in Europe, the
British Isles and countries of the former Soviet Union. As additional
consideration for entering into the License Agreement, AG, with the assistance
of ATI shall exercise its best efforts in good faith to raise as investment
capital the sum of Twenty Million Deutsche Marks (DM20,000,000), equivalent to
$9,375,000 US Dollars on the date of the agreement. The Company has recorded its
share of the expense incurred by AG of approximately $25,500 in these financial
statements. As the Company does not exercise operational or financial control
over AG, it has recorded its interest in AG under the equity method of
accounting.

The Company has licensed its shielding formula to AG for a $1,000,000 fee
payable in quarterly installments of $250,000. This fee is being amortized over
a five-year period, the anticipated life expectancy of the shielding formula.
The Company has recorded the licensing fee as a debit to accounts receivable of
$1,000,000 and a credit to unearned income of $1,000,000. Licensing fee income
has been recognized in the amount of $50,000 in the quarter ended September 30,
2000 and $50,000 in the quarter ended December 31, 2000, leaving a balance of
$900,000 in the unearned income account. As of December 31, 2000 the Company has
received payments of $454,870, with a balance due from Nurescell AG of $545,130.

                                        9
<PAGE>

PLAN OF OPERATION

GENERAL. Nurescell Inc. (the "Company" or "Registrant") is a development stage
company with operations to date principally consisting of research, development
and testing for its proprietary radiation shielding technology (the "Nurescell
Technology"). The Company is presently focused on independent third party
validation for the performance of its product, the obtaining of patents for its
technology, the establishment of manufacturing procedures and processes, and the
introduction of its product to the nuclear industry. From inception to September
30, 2000, the Company has obtained approximately $1,489,127 through the issuance
of notes.

Through December 31, 2000, the Company has utilized all of the proceeds of the
Financings to (i) commence and pursue patent applications for the Nurescell
Technology, (ii) identify, negotiate and finalize suitable research, development
and testing contracts, and begin initial formal testing of the Nurescell
Technology, (iii) identify, negotiate and finalize preliminary marketing
consulting contracts and (iv) provide working capital for the ongoing
administrative and financing acquisition costs of the Company.

The Company has incurred losses since inception, including a net loss of
$248,600 for the three months ended December 31, 2000. From May 12, 1998
(inception) through December 31, 2000 the Company has had a cumulative loss of
$5,620,960. The Company has commenced manufacturing and has received orders for
its product. The Company is currently negotiating for the distribution of its
product in Europe, Russia, and the United Kingdom.

This section contains forward-looking statements that involve risks and
uncertainties, such as statements of the Company's plans, objectives,
expectations and intentions. The cautionary statements made in this section
should be read as being applied to all related forward-looking statements
wherever they appear in this document.

RESULTS OF OPERATIONS FOR THE THREE-MONTH PERIODS ENDED DECEMBER 31, 2000 AND
1999: Net sales of $57,265 for the three-month period ended December 31, 2000
were an increase over the net sales of $ 0 for the three-month period ended
December 31, 1999, due to amortization of the Licensing Fee and the sale of test
kits.

Operating expenses of $252,714 for the three-month period ended December 31,
2000 were 82% lower than the operating expenses of $1,359,964 for the
three-month period ended December 31, 1999. The decrease is primarily attributed
to a significant decrease in a non-cash stock based compensation expense and
other measures taken to reduce general and administrative expense.

Interest expense of $53,151 for the three-month period ended December 31, 2000
was $53,151 higher than the interest expense of $ 0 for the three-month period
ended December 31, 1999. The increase is primarily attributed to non-cash
interest charges incurred in connection with the amortization of the discounts
on notes payable of $35,284 incurred during the three-month period ended
December 31, 2000 and the non-cash amortization of deferred financing costs of
$12,480 during the three-month period ended December 31, 2000.

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As a result of the above factors, the net loss for the three-month period ended
December 31, 2000 was $248,600, or $0.02 per share, as compared to a net loss of
$1,359,964 or $0.10 per share for the three-month period ended December 31,
1999.

RESULTS OF OPERATIONS FOR THE NINE-MONTH PERIODS ENDED DECEMBER 31, 2000 AND
1999: Net sales of $107,265 for the nine-month period ended December 31, 2000
were an increase over the net sales of $ 0 for the nine-month period ended
December 31, 1999, due to the amortization of the Licensing Fee and the sale of
test kits.

Operating expenses of $1,114,967 for the nine-month period ended December 31,
2000 were 37% lower than the operating expenses of $1,774,200 for the nine-month
period ended December 31, 1999. The decrease is primarily attributed to a
significant decrease in a non-cash stock based compensation expense and other
measures taken to reduce general and administrative expense.

Interest expense of $232,637 for the nine-month period ended December 31, 2000
was $232,637 higher than the interest expense of $ 0 for the nine-month period
ended December 31, 1999. The increase is primarily attributed to non-cash
interest charges incurred in connection with the amortization of the discounts
on notes payable of $143,352 incurred during the nine-month period ended
December 31, 2000, the non-cash amortization of prepaid financing costs of
$37,440 during the nine-month period ended December 31, 2000, and the interest
on notes payable of $51,845.

As a result of the above factor, the net loss for the nine-month period ended
December 31, 2000 was $960,339, or $0.06 per share, as compared to a net loss of
$1,770,791 or $0.13 per share for the nine-month period ended December 31, 1999.

FINANCIAL POSITION. Total assets increased from $242,075 at March 31, 2000 to
$869,456 at December 31, 2000. The increase is primarily attributed to an
increase in fixed assets of $28,214, an increase in inventory of $46,586, and an
increase in accounts receivable of $548,259 as a result of the License agreement
(see below).

Total liabilities increased from $872,438 at March 31, 2000 to $1,858,792 at
December 31, 2000. The increase is primarily attributed to amortization of a
note discount of $35,284, a decrease in due to officer of $7,010 and an increase
in accrued liabilities of $77,781, and the recording of the unearned portion of
the Licensing Fee of $900,000.

Shareholders' deficit increased from $(630,363) at March 31, 2000 to $(989,334)
at December 31, 2000. The increase is primarily attributed to the net loss for
the nine months ended December 31, 2000 offset by the value of issuance of
warrants and options to investors, employees and consultants and the conversion
of debt to equity.

LIQUIDITY AND CAPITAL RESOURCES. The Company requires significant funding for
continued operations and to engage in continued marketing and sales activity.
The amount of expenditures required to maintain operations far exceeds existing
cash, which was $28,296 at December 31, 2000.

From March 31, 2000 to December 31, 2000, the Company's cash and cash
equivalents increased $1,351. In addition, total liabilities of the Company were
$1,858,792 at December 31, 2000. As of January 1, 2001, cash is being depleted
at the rate of approximately $35,000 per month. The Company has negotiated a
$1,000,000 licensing fee (the "License Fee") from a European company (Nurescell
AG) owned 51% by the Company, such amount to be disbursed in quarterly payments
of $250,000 (less certain credits). The first payment of $250,000 was received
on August 17, 2000, $150,000 of the second payment was received on November 27,
2000 and $54,870 was received on December 22, 2000. This fee is being amortized
over a five-year period, the anticipated life expectancy of the shielding
formula.

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The Company's cash flow used in operating activities decreased from $(456,986)
for the three-month period ended December 31, 1999 to $(301,270) for the three
month period ended December 31, 2000. This decrease is primarily due to the
Company's decrease in net loss, the License Fee, offset by an increase in
non-cash charges.

During the nine-month period ended December 31, 2000, the Company has obtained
liquidity primarily from the License Fee of $100,000, an advance payment on the
License Fee of $354,870, and borrowing $375,000 from a shareholder.

The Company anticipates that the proceeds to be received from the License Fee,
together with projected revenues from operations, will be sufficient to fund the
Company's operations and capital requirements until at least March 31, 2001.
There can be no assurance, however, that such funds will be sufficient to fund
the Company's operations and capital requirements until March 31, 2001 or that
such funds will not be expended prior thereto due to unanticipated changes in
economic conditions or other unforeseen circumstances.

The Company's financial statements for the quarter ended December 31, 2000 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, 2000, 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; as a result the Company's certified public
accountant issued an opinion with a going concern modification. The Company's
ability to continue as a going-concern will be questionable until such time as
it is able to generate sufficient revenues in excess of expenses to sustain its
normal business activities. Until that time, the Company will depend on its
ability to raise additional capital through either loans or equity or debt
offerings. At this time, the Company expects that it will need approximately $3
million in additional funding over the next two years in order to complete the
marketing of its Nurescell Technology. The Company is currently seeking
financing of up to $10,000,000 through a private offering of equity securities.
There can, however, be no guarantee that such financing will be obtained or that
any additional financing will be available on terms favorable to the Company or
its shareholders, if at all. If sufficient funds are not available when needed,
the Company will be required to severely curtail its operations, which would
have a material adverse effect on the Company's business, operating results and
financial condition.



                                       12
<PAGE>


                                     PART II

                                OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

Other than pending legal proceedings which have been previously reported in the
Company's reports on Form 10-QSB, to the knowledge of management, there is no
pending litigation by or against the Company.

ITEM 5.  OTHER INFORMATION

On December 4, 2000, Doctor Adrian A. Joseph, Ph.D. resigned as the Company's
Chief Executive Officer and assumed the position of Chief Scientific Advisor. On
that same date, Sharon Nitka resigned as the Company's Chief Financial Officer,
John R. Longenecker became Chief Executive Officer and President of the Company,
and James Samuelson resigned as President and assumed the positions of
Vice-President and Chief Financial Officer.

January 4, 2001, Sharon Nitka resigned as Treasurer and a member of the Board of
Directors of the Company. On that same date, Edward Weidenfeld became a member
of the Board of Directors.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  The following Exhibits are attached hereto:

     EXHIBIT NO.                      DESCRIPTION
     -----------                      -----------

         2.1              Articles of Incorporation, as amended (1)

         2.2              Bylaws (1)

         3.1              Form of Class "A" Common Stock Purchase Warrant
                          Certificate (1)

         3.2              Form of Class "B" Common Stock Purchase Warrant
                          Certificate (1)

         3.3              Form of $385,000 Series 1999-A Convertible Promissory
                          Note due on December 1, 2001 (2)

         3.4              Form of $385,000 Series 2000-A Convertible Promissory
                          Note due on December 1, 2001 (6)

         3.5              Form of Warrant issued to Triton Private Equities
                          Fund, L.P. on December 15, 1999 (2)

         3.6              Form of Warrant issued to Triton Private Equities
                          Fund, L.P. on February 8, 2000 (6)

         6.1              Employment Agreement between the Company and Adrian A.
                          Joseph, Ph.D. dated May 15, 1998 (1)

         6.2              Sale of Technology between the Company and Adrian A.
                          Joseph dated June 12, 1998 (1)

         6.3              Employment Agreement between the Company and Sharon
                          Nitka dated June 1, 1998 (1)

         6.4              Consulting Agreement between the Company and John
                          Longenecker dated June 26, 1998 (1)



<PAGE>

         6.5              Consulting Agreement between the Company and William
                          A. Wilson dated June 10, 1998 (1)

         6.6              Consulting Agreement between the Company and Rita
                          Lavelle dated June 1, 1998 (1)

         6.7              Form of Stock Option Agreement between the Company and
                          its officers and directors (1)

         6.8              1998 Stock Option Plan (1)

         6.9              Form of Indemnification Agreement between the Company
                          and its officers and directors (1)

         6.10             Letter of Understanding for Proposed Agreement Between
                          the Company and Performance Improvement International
                          dated March 1, 1999 (3)

         6.11             Research Plan submitted by the University of Missouri
                          to the Company (3)

         6.12             Consulting Agreement between the Company and Dr. Chong
                          Chiu dated June 25, 1999 (4)

         6.13             Investment Banking Services Agreement between the
                          Company and National Capital Merchant Group, Ltd.
                          dated June 30, 1999 (4)

         6.14             Employment Agreement between the Company and Harold L.
                          Rapp dated August 6, 1999 (5)

         6.15             Securities Purchase Agreement between the Company and
                          Triton Private Equities Fund, L.P. dated December 15,
                          1999 (2)

         6.16             Securities Purchase Agreement between the Company and
                          Triton Private Equities Fund, L.P. dated February 8,
                          2000 (6)

         6.17             Registration Rights Agreement between the Company and
                          Triton Private Equities Fund, L.P. dated December 15,
                          1999 (2)

         6.18             Registration Rights Agreement between the Company and
                          Triton Private Equities Fund, L.P. dated February 8,
                          2000 (6)

         6.19             Promissory Note dated April 6, 2000 for $165,000 from
                          the Company to the Glenn A. Cramer Separate Property
                          Trust (6)

         6.20             Promissory Note dated May 1, 2000 for $82,500 from the
                          Company to the Glenn A. Cramer Separate Property Trust
                          (6)

         6.21             Promissory Note dated June 1, 2000 for $82,500 from
                          the Company to the Glenn A. Cramer Separate Property
                          Trust (6)

         6.22             Consulting Agreement between the Company and Shelby T.
                          Brewer dated December 1, 1999 (6)

         6.23             Employment Agreement between the Company and William
                          Wilson dated March 1, 2000 (6)

         6.24             Consulting Agreement between the Company and Robert
                          Merriman, dated as of June 9, 2000 (6)


<PAGE>

         6.25             Investment Agreement between the Company and Nurescell
                          AG dated August 17, 2000 (7)

         6.26             License Agreement between the Company and Nurescell AG
                          dated August 15, 2000 (7)

         6.27             Registration Rights Agreement between the Company and
                          Nurescell AG dated August 15, 2000 (7)

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

         (1)      Incorporated by reference from the Company's Registration
                  Statement on Form 10-SB (File No. 0-25377). Exhibit numbers
                  from that registration statement have been retained.

         (2)      Incorporated by reference from the Company's Report on Form
                  10-QSB for the quarter ended December 31, 1999 (File No.
                  0-25377).

         (3)      Incorporated by reference from amendment No. 1 to the
                  Company's Registration Statement on Form 10-SB (File No.
                  0-25377). Exhibit numbers from that Registration Statement
                  have been retained.

         (4)      Incorporated by reference from the Company's Report on Form
                  10-QSB for the quarter ended June 30, 1999
                        (File No. 0-25377).

         (5)      Incorporated by reference from the Company's Report on Form
                  10-QSB for the quarter ended September 30, 1999 (File No.
                  0-25377).

         (6)      Incorporated by reference from the Company's Report on Form
                  10-KSB for the year ended March 31, 2000 (File No. 0- 25377).
                  25377)

         (7)      Incorporated by reference from the Company's Report on Form
                  10-QSB for the quarter ended September 30, 2000 (File No.
                  0-25377).


         (b) One report on Form 8-K was filed during the Company's fiscal
quarter ended December 31, 2000. Such report is dated October 17, 2000 and
provided disclosure under Item 5 regarding a pending re-audit of the Company's
financial statements for the fiscal year ended March 31, 2000. No financial
statements were required to be filed with such report.



                                   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: February 20, 2001                 NURESCELL INC.

                                       By: /s/ JOHN R. LONGENECKER
                                          ----------------------------
                                          John R. Longenecker, President


                                       By: /s/ JAMES SAMUELSON
                                          ----------------------------
                                          James Samuelson,
                                          Chief Financial Officer