<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 December 31, 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 February 11, 2000: 13,808,000

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



<PAGE>

                                 NURESCELL INC.
                          (A Development Stage Company)
                                 BALANCE SHEETS
                                     ASSETS

<TABLE>
<CAPTION>
                                                                December 31,       March 31,
                                                                    1999              1999
                                                               ---------------   ---------------
                                                                 Unaudited            Audited

<S>                                                            <C>                <C>
Current Assets:
     Cash and cash equivalents                                 $       129,068    $       125,421
     Stock subscriptions receivable                                        -0-             25,000
     Advances to employees                                                 -0-             12,075
     Note receivable officer                                               -0-             54,673
     Other receivables                                                     -0-              3,761
     Prepaid finance acquisition costs                                  25,000                -0-
                                                               ---------------    ---------------
Total Current Assets                                                   154,068            220,930

Property, Plant and Equipment at Cost, Less
    Accumulated depreciation and
      amortization of $10,791 and $5,881 respectively                   42,657             43,100

Other Assets
    Deposits                                                             3,000              3,000
    Intangibles                                                          8,609              8,609
    Unamortized discounts on notes payable                             129,375                -0-
                                                               ---------------    ---------------
       Total Other Assets                                              140,984             11,609

TOTAL ASSETS                                                   $       337,709    $       275,639
                                                               ===============    ===============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

Current Liabilities:
    Accounts payable                                           $       114,116    $        34,826
    Accrued director's fees                                             11,472                -0-
    Due to officer                                                      20,000                -0-
    Accrued salaries                                                    15,360              3,000
    Accrued interest                                                     1,454                -0-
    Payroll taxes payable                                               16,632              6,839
                                                               ---------------     ---------------
         Total Current Liabilities                                     179,034             44,665

Long-term Liabilities
    Notes payable                                                      385,000                -0-
                                                               ---------------    ---------------
         Total Long Term Liabilities                                   385,000                -0-

Stockholders' Equity (Deficiency)
     Capital Stock                                                       1,382              1,308
     Additional Paid in Capital                                      2,174,198            874,192
     Deficit accumulated during the development stage               (2,401,905)          (644,526)
                                                               ---------------    ---------------
         Total Stockholders' Equity (Deficiency)                      (226,325)           230,974
                                                               ---------------    ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (|DEFICIENCY)       $       337,709    $       275,639
                                                               ===============    ===============
</TABLE>


                 See accompanying notes to financial statements

                                       -2-


<PAGE>

                                              NURESCELL INC
                                      (A Development Stage Company)
                                         STATEMENT OF OPERATIONS
                                               (Unaudited)


<TABLE>
<CAPTION>
                                                                                 For the period  For the period
                                                                                  May 12, 1998    May 12, 1998
                                                                                   (Date of          (Date of
                                  Three months   Three months    Nine months    Inception) to      Inception) to
                                ended December  ended December ended December    December 31,     December 31,
                                    31, 1999        31, 1998        31, 1999          1998           1999
----------------------------------------------------------------------------------------------------------------
<S>                              <C>             <C>             <C>             <C>             <C>
OPERATING EXPENSES:
Research and Development         $                    2,000                           2,000           2,000
General and administration          885,557         170,704       1,755,878         401,837       2,382,309
Depreciation                          1,706           3,547           4,910           5,557          10,791
                                 ------------    ------------    ------------    ------------    ------------

Total expenses                      887,263         176,251       1,760,788         409,394       2,395,100

LOSS FROM OPERATIONS               (887,263)       (176,251)     (1,760,788)       (409,394)     (2,395,100)

OTHER INCOME:

Interest Income                         -0-           2,114           3,409           2,114           6,805
                                 ------------    ------------    ------------    ------------    ------------
NET LOSS                           (887,263)       (174,137)     (1,757,379)       (407,280)     (2,401,905)
                                 ============    ============    ============    ============    ============

NET LOSS PER SHARE

Basic and fully diluted               (0.06)          (0.02)          (0.14)          (0.04)          (0.20)
                                 ============    ============    ============    ============    ============
Weighted average common
   shares outstanding            13,808,000      12,777,672      12,473,818      10,397,887      12,304,223
                                 ============    ============    ============    ============    ============
</TABLE>

                 See accompanying notes to financial statements


                                       -3-


<PAGE>


                                 NURSECELL INC.
                          (A Development Stage Company)

            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) For the
                 period May 12, 1998 (Date of Inception)
                               to December 31,1999

<TABLE>
<CAPTION>
                                                                                             RETAINED
                                                                                             EARNINGS
                                                                                            (DEFICIT)
                                                                             ADDITIONAL     DURING THE      COMMON
                                                    COMMON STOCK              PAID-IN      DEVELOPMENT       STOCK
                                             SHARES              AMOUNT       CAPITAL         STAGE        SUBSCRIBED       TOTAL
                                           -----------       -----------    -----------    -----------     ----------  ------------
<S>                                        <C>               <C>            <C>            <C>             <C>         <C>
ISSUANCE OF COMMON STOCK:
     Cash - Founding Stockholders            2,500,000       $       250    $     2,250                                 $     2,500
     Technology Purchase                    10,000,000             1,000         (1,000)                                          0
     Cash - $ 1 per share                      498,000                50        497,950                                     498,000
     Cash - $ 5 per share, net of costs         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
     Cash $100 and consulting services          30,000                 3        120,797                                     120,800
     Consulting Services                       142,000                15         83,165                                      83,180
     Payment of Common Stock Subscriptions                                                                 $  (25,000)      (25,000)
     Exercise of Stock Options                 120,000                12         62,488                                      62,500
     Common Stock issued to directors          300,000                30        534,345                                     534,375
     Common Stock issued to employees          120,000                12        232,488                                     232,500
     Common Stock issued for cash               19,000                 2         94,998                                      95,000
     Fair value of options and warrants                                         196,725                                     196,725
NET LOSS                                                                                    (1,757,379)                  (1,757,379)
                                           -----------       -----------    -----------    -----------     ----------  ------------
BALANCE DECEMBER 31,1999 (UNAUDITED)        13,808,000       $     1,382    $ 2,174,198    $(2,401,905)    $        0   $  (226,325)
                                           ===========       ===========    ===========    ===========    ===========   ===========
</TABLE>

                 See accompanying notes to financial statements


                                       -4-


<PAGE>


                                  NURESCELL INC
                             STATEMENT OF CASH FLOWS
           FROM MAY 12, 1998 (DATE OF INCEPTION), TO DECEMBER 31,1999

<TABLE>
<CAPTION>
                                                                                        For the period
                                                                                         May 12, 1998
                                                                        Nine months       (date of
                                                                          Ended         inception) to
                                                                         December          December
                                                                         31, 1999          31, 1999
                                                                       (unaudited)        (unaudited)
                                                                    ----------------   ----------------
<S>                                                                 <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Loss                                                            $    (1,757,379)   $    (2,401,905)
Adjustments:
     Depreciation                                                             4,910             10,791
     Issuance of Stock for Services                                         970,755            970,755
     Fair value of options and warrants                                     196,725            196,725
    (Increase) Decrease in:
       Prepaid Finance Acquisition Costs                                    (25,000)           (25,000)
       Advances to Employee                                                  12,075                  0
       Notes Receivable - Officers                                           54,673                  0
       Other Receivables                                                      3,761                  0
       Unamortized Discount of Notes Payable                               (129,375)          (129,375)
     Increase (Decrease) in:
       Due to Officers                                                       20,000             20,000
       Accounts Payable                                                      79,290            114,116
       Accrued Salaries and Payroll Taxes Payable                            22,153             31,992
       Other Accrued Expenses                                                12,926             12,926
                                                                    ---------------    ---------------
          Net Cash Flows Used by Operating Activities                      (534,486)        (1,198,975)

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of Property, Plant & Equipment                                 4,467             53,448
     Deposits                                                                                    3,000
     Intangibles                                                                                 8,609
                                                                    ---------------    ---------------
          Net Cash Flows Used by Investing Activities                        (4,467)           (65,057)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from Sale of Common Stock                                     157,600          1,008,100
     Notes Payable Long Term                                                385,000            385,000
                                                                    ---------------    ---------------
           Net Cash Flows Provided by Financing Activities                  542,600          1,393,100
                                                                    ---------------    ---------------
Net Increase in Cash                                                          3,647            129,068

Cash at beginning of year                                                   125,421                -0-

Cash at end of year                                                 $       129,068    $       129,068
                                                                    ===============    ===============

Non Cash Transactions

Issuance of stock for consulting services                                   120,700            120,700
Issuance of stock for consulting services                                    83,180             83,180
Issuance of stock to Directors                                              534,375            534,375
Issuance of stock to employees                                              232,500            232,500
                                                                            970,755            970,755
</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 understated
and additional paid-in capital was overstated for the nine month period ended
December 31, 1999 by $13,412 (and $13,412 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 here 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 December 31, 1999, (b)
the financial position at December 31, 1999 and (c) the cash flow for the nine
months ended December 31, 1999. Interim results are not necessarily indicative
of results for a full year.

The balance sheet presented at 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 $2,100,349 and
negative cash flows from operating activities of $1,096,475 from inception to
December 31, 1999. The Company has successfully completed its radiation and
shielding testing for the first five product formulations of its principal
technology, and commercial marketing of those products has begun. The technology
continues to undergo advanced independent performance testing to validate its
use in the nuclear industry, and that testing will require significant
additional financing. The company has identified a qualified ISO Certified
manufacturer for its technology, and manufacturing procedures and equipment are
in process of being implemented to accomplish large scale production in a
rigidly enforced quality control environment by that manufacturer. The Company
will not be able to generate significant commercial revenues until the
manufacturing implementation steps are approved and in place. Patents on the
Company's principal technology are patent-pending for the United States, but the
patents have not yet been issued. Patent applications have been filed for other
countries through European PCT, but those patents have also not been issued. The
Company's capacity to operate as a going-concern is dependent on its ability to
obtain adequate financing to fund its operations until the Company is able to
complete the necessary research, development and testing necessary to generate
commercial revenues sufficient to fund ongoing operations. These factors, among
others, raise substantial doubt about the Company's ability to continue as a
going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

FISCAL YEAR END

The company's fiscal year 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 in encouraged in prior
periods, the Company has restated the financial statements to conform. To date,
approximately $111,590 of start-up costs and organizational expenses have been
expensed.

                                       -6-
<PAGE>


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

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.

RESEARCH AND DEVELOPMENT COSTS

Research and development costs are expensed as incurred.

BASIS OF PRESENTATION

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

CASH AND CASH EQUIVALENTS

Cash and cash equivalents for the statement of cash flows include cash and cash
on deposit. The Company maintains its cash balance in one financial institution.
During the 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 acquisitions
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 AICPA pronouncement SOP-98.5.

LOSS PER SHARE

In 1997 the FASB 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.

INCOME TAXES

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


                                       -7-
<PAGE>


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

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 proprietary radiation
shielding technology ("Technology"). The Technology itself has not yet been
patented.

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 $3,719. Rent expense for the period ended December
31, 1999 was $32,597.

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 $3,679 for
year one, $3,786 for year two, and $3,893 for year three.

The estimated future minimum lease payments under all operating leases for the
years ending March 31, are as follows:

                              PERIOD ENDING
                                 MARCH 31
                              -------------
                       2000   $     44,148
                       2001         45,432
                       2002         19,480
                              ------------
                       Total  $    109,060

5.     INCOME TAXES

For federal income tax purposes, approximately $2,401,905 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%
chance that the carryforwards will expire unused. Accordingly, at December 31,
1999, the $536,650 tax benefit of the cumulative carryforwards has been offset
by a valuation allowance of the same amount.

6.       SHAREHOLDERS' DEFICIENCY

The Company has 50,000,000 shares of $.0001 par value common stock authorized of
which and 13,808,000 shares were issued and outstanding at December 31, 1999.

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

In July 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.


                                       -8-
<PAGE>


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

7.   STOCK OPTIONS

Effective June 15, 1998, the Board of Directors approved an Incentive Stock
Option Plan granting to any Director, Officer, Employee or Consultant to 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 December
31, 1999, options for 360,000 shares have been granted under the plan, 120,000
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 December 31,
1999 he was granted a total of 135,000 options which were valued at $156,969.

Effective October 6, 1999, the Board of Directors approved an agreement granting
to Dr. Chong Chiu 400,000 shares of Company Common Stock valued at $2.20 per
share to be distributed over three years. On December 14, 1999, 134,000 shares
of Company Common Stock were distributed to Chong Chiu and 133,000 shares of
Company Common Stock will be disbursed on or before December 15, 2000. On or
before December 15, 2001, an additional 133,000 shares of Company Common Stock
will be disbursed to Chong Chiu. Additionally, Chong Chiu has been granted an
option to purchase 200,000 shares of Company Common Stock at $3 per share upon
the successful formation of a nuclear power committee with qualifying power
plant managers.

Effective December 14, 1999, the Board of Directors granted to a board member,
S. Brewer, 300,000 shares of Company Common Stock valued at $1.78 per share for
becoming a Board member of the Company. Additionally, S. Brewer has been granted
an option to purchase 200,000 shares of Company Common Stock for $2 per share
any time between November 1, 1999 and October 31, 2000.

8.   STOCK WARRANTS

Effective September 15, 1998, the Board of Directors 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
this Offering (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
offered hereby, 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 shall be immediately detachable.

9.   RELATED PARTIES

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 to $4,000 per month to each director under
contract, have no stated termination date but are cancelable by either party on
30 days written notice. Amounts paid by the Company under these contracts were
$138,012, respectively at December 31, 1999. Amounts accrued to these directors
for their services for the nine months ended December 31, 1999 are $57,360.

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 nine
months ended December 31, 1999.

                                       -9-
<PAGE>


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

10.  CONVERTIBLE PROMISSORY NOTE

On December 15, 1999, the Company issued a convertible promissory note to Triton
Private Equities Fund, L.P. for $250,000. Face value is $385,000 and the note
bears interest at 8% per annum, interest only, due quarterly beginning March 31,
2000. The Company recorded an original issue discount of $ 135,000, legal fees
for the holder in the amount of $5,000, and a finder's fee in the amount of
$25,000. Additionally, a prepaid fee of $25,000 was withheld to cover the first
five months payments of an agreement between the Company and Dutchess Advisors,
Ltd. for assistance of the Company's capitalization efforts.

The note has a warrant feature for 25,000 shares of Company Common Stock, with a
three-year expiration date. APB-16, par. 16 requires that separate amounts
attributable to the debt and the purchase warrant be computed and accounting
recognition be given to each component. The warrants can be converted to common
stock for $ 2.25 per share. As of the date of the note, the warrants have not
been publicly traded. The Company Common Stock, as of the close on December 15,
1999, was traded at $ 1.50 per share. Since the warrants had no value on
December 15, 1999, no accounting recognition was given them.

The original issue discount is being amortized over the two year life of the
convertible promissory note.

Interest on the note can be paid in shares of Company 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 covert it to Company Common
Stock for the lesser 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 multiplied by a percentage under
the following schedule:

          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%

11.  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 the former Engineering and Safety Manager of
the San Onofre Nuclear Generating Station. The agreement provides for Dr. Chiu
to receive 15% percent of net (amount received after cost of production) of all
nuclear power plant revenues generated as a direct result of his services.

                                      -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 (the "Class A Warrants")
are quoted on the OTC Bulletin Board under the symbol "NUSLW".




                                      -11-
<PAGE>

     PLAN OF OPERATION. Nurescell Inc. (the "Company" or "Registrant") is a
development stage company 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. Although the Company intends to actively pursue research grants to
fund either all or a portion of product development for specific applications,
any such revenues are not anticipated prior to the fiscal quarter ending
December 31, 2000. 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. From inception to December 31, 1999, the Company has obtained
approximately $1,190,000 in financing through the sale of equity or convertible
debt securities through three private offerings (the "Offerings"), each of which
has been completed. Through December 31, 1999, the Company has utilized all of
the proceeds of the Offerings to (i) commence and pursue patent applications for
the Nurescell Technology, (ii) identify, negotiate and finalize suitable
research, development and testing contracts, and begin initial formal testing of
the Nurescell Technology, (iii) identify, negotiate and finalize preliminary
marketing consulting contracts and (iv) provide working capital for the ongoing
administrative and financing acquisition costs of the Company. The Company is
presently funded for working capital by approximately $160,000 in loans from its
Chief Executive Officer, Dr. Adrian Joseph. There is currently an order to be
filled providing for payment of approximately $100,000 to the Company, with
product shipment expected to begin in February 2000.

     The Company's financial statements for the quarter ended December 31, 1999
have been prepared assuming the Company will continue as a going-concern. As
noted in the Company's financial statements for the year ended March 31, 1999,
as filed with the Company's report on Form 10-KSB for that period, the presence
of significant losses, negative cash flows and limited working capital, together
with the uncertainties associated with the ability of the Company to obtain
additional capital, raise substantial doubts as to the Company's ability to
continue as a going-concern. The Company's ability to continue as a
going-concern will be questionable until such time as it is able to generate
sufficient revenues (from research grants and/or commercial operations) in
excess of expenses to sustain its normal business activities. Until that time,
the Company will depend on its ability to raise additional capital through
either loans or equity or debt offerings. At this time, the Company expects that
it will need approximately $3 million in additional funding over the next two
years in order to complete the necessary testing and marketing of its Nurescell
Technology. The Company is currently seeking financing of up to $10,000,000
pursuant to an equity line of financing which is presently being negotiated.
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. We anticipate that our present cash reserves,
together with projected cash flow from operations, will be sufficient to fund
our operations for no more than the next six months. 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

    On October 21, 1999, Biltmore Advisors, LLC brought an action against the
Company in Orange County, California, Superior Court seeking damages in excess
of $6,000,000 or, in the alternative, specific performance. The action is based
on a claim of breach of contract by the Company with respect to an alleged stock
sale agreement between the Company and Biltmore Advisors, LLC. The Company
believes that the action is without merit and intends to defend against it to
the extent necessary to protect its interests.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

    In October 1999, the Company privately issued 60,000 shares of common stock
to each of Eric I. Michelman and William A. Wilson pursuant to their exercise of
previously acquired stock options at $0.50 per share. The issuances were made
pursuant to Rule 701 under the Securities Act of 1933, with Mr. Wilson being a
Company director and Mr. Michelman having access to Company information by
virtue of having been the Company's securities counsel.

    In December 1999, the Company privately issued (i) 10,000 shares of common
stock and options to purchase another 10,000 shares at $2.20 per share to Kay
Barone as a bonus, (ii) 10,000 shares of common stock and options to purchase
another 10,000 shares at $2.20 per share to Jasmin Kastor as a bonus, (iii)
300,000 shares of common stock to Shelby T. Brewer in connection with his being
a Company director, (iv) 134,000 shares of common stock to Dr. Chong Chiu for
consulting services and (v) 100,000 shares of common stock to Harold L. Rapp for
his services as the Company's President. In addition, the Company privately
issued to Mr. Brewer options to acquire up to 200,000 shares of common stock at
$2.00 per share until October 31, 2000. Based on each investor's familiarity
with the Company by virtue of their employment, directorship or consulting
relationship, the issuances were made in reliance on Section 4(2).

    In December 1999, the Company also privately issued a $385,000 convertible
promissory note and warrants for 25,000 shares of common stock to Triton Private
Equities Fund, L.P. for $250,000 in cash. The issuance was made pursuant to Rule
506 of Regulation D and Section 4(6) of the Securities Act of 1933 in a
negotiated transaction. Triton Private Equities Fund, L.P. is an accredited
investor.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  The following Exhibits are attached hereto:

              3.1      Articles of Incorporation, as amended*

              3.2      Bylaws*

              4.1      Form of $385,000 Series 1999-A 8% Convertible
                       Promissory Note due December 1, 2001

              4.2      Form of Warrant issued to Triton Private Equities
                       Fund, L.P.

             10.1      Securities Purchase Agreement between the Company and
                       Triton Private Equities Fund, L.P. dated December 15,
                       1999

             10.2      Registration Rights Agreement between the Company and
                       Triton Private Equities Fund, L.P. dated December 15,
                       1999

             27        Financial Data Schedule

------------------------
* Incorporated by reference from the Company's Registration Statement on Form
  10-SB (File No. 0-25377).

         (b)  One report on Form 8-K was filed during the Company's fiscal
              quarter ended December 31, 1999. Such report is dated December 16,
              1999 and provided disclosure under Item 4 regarding changes in the
              Company's certifying accountant. No financial statements were
              required to be filed with such report.



                                      -13-



<PAGE>

                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated: February 14, 2000        NURESCELL INC.


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


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




                                      -14-


<PAGE>




                                  EXHIBIT INDEX


EXHIBIT NUMBER         DESCRIPTION

              3.1      Articles of Incorporation, as amended*

              3.2      Bylaws*

              4.1      Form of $385,000 Series 1999-A 8% Convertible
                       Promissory Note due December 1, 2001

              4.2      Form of Warrant issued to Triton Private Equities
                       Fund, L.P.

             10.1      Securities Purchase Agreement between the Company and
                       Triton Private Equities Fund, L.P. dated December 15,
                       1999

             10.2      Registration Rights Agreement between the Company and
                       Triton Private Equities Fund, L.P. dated December 15,
                       1999

             27        Financial Data Schedule

------------------------
* Incorporated by reference from the Company's Registration Statement on Form
  10-SB (File No. 0-25377).



                                      -15-