<PAGE>
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-KSB

(MARK ONE)
/X/    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
       OF 1934

For the fiscal year ended        March 31, 2002

                                       OR

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

For the transition period from            to
                              -----------    -----------

                         Commission file number: 0-25377

                                 NURESCELL INC.
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

                      NEVADA                                    33-0805583
         (STATE OR OTHER JURISDICTION OF                    (I.R.S. EMPLOYER
          INCORPORATION OR ORGANIZATION)                    IDENTIFICATION NO.)

      19762 MACARTHUR, SUITE 332,
           IRVINE, CALIFORNIA                                      92612
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)

        ISSUER'S TELEPHONE NUMBER:                             (949) 752-0071

SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:

                                                          NAME OF EACH EXCHANGE
           TITLE OF EACH CLASS                             ON WHICH REGISTERED
                 None                                              None

         SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:
                         Common Stock, $.0001 par value
                                (TITLE OF CLASS)
                    Class "A" Common Stock Purchase Warrants
                                (TITLE OF CLASS)
                    Class "B" Common Stock Purchase Warrants
                                (TITLE OF CLASS)

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
                                                                 Yes /X/  No / /

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of issuer's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. / /

     Issuer's net loss for its most recent fiscal year (ended March 31, 2002)
was $(2,318,071).

     The aggregate market value of the voting and non-voting common equity held
by nonaffiliates of the issuer, based upon the average bid and asked price of
such common equity on August 9, 2002, as reported by the OTC Bulletin Board, was
approximately $125,702. Shares of Common Stock held by each officer and director
and by each person who owns 5% or more of the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates. This determination
of affiliate status is not necessarily a conclusive determination for other
purposes.

     The number of outstanding shares of the issuer's Common Stock on August 9,
2002 was 16,070,238.

DOCUMENTS INCORPORATED BY REFERENCE                        None

Transitional Small Business Disclosure Format (CHECK ONE): Yes /X/  No / /

================================================================================





<PAGE>
                                     PART I

NOTE: NURESCELL INC. HAS ELECTED TO FOLLOW DISCLOSURE ALTERNATIVE 2 IN THE
      PREPARATION OF THIS REPORT.

ITEM 6. DESCRIPTION OF BUSINESS.

     THIS REPORT CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS. AS A RESULT OF
CERTAIN FACTORS DESCRIBED BELOW AND ELSEWHERE IN THIS REPORT, AND OTHER FACTORS,
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED IN THOSE
FORWARD-LOOKING STATEMENTS.

     GENERAL. Nurescell Inc. (the "Company" or "Registrant") was formed in
Nevada on May 12, 1998 for the purpose of developing and commercially exploiting
a proprietary radiation shielding technology (the "Nurescell Technology") for
use by the nuclear power industry and others producing, handling or storing
radioactive materials. The Nurescell Technology material, which is comprised of
a unique composite of materials, is designed for incorporation into the
structural components of new and existing nuclear reactors and other facilities
in order to provide a cost-effective safeguard from the lethal effect of
radiation while achieving a minimal disruption to existing facilities. In
addition, it is expected to provide an innovative shielding material for various
other purposes, including nuclear accelerator and defense research applications.
The Nurescell Technology is based upon a proprietary formulation which was
acquired from Adrian A. Joseph, in June 1998. See "Item 11. Interest of
Management and Others in Certain Transactions." The intended market for the
Company's products includes nuclear power plants, healthcare facilities and
accelerators worldwide. However, because the Company is in its pre-production
and testing stage, it currently has only limited sales, and is not extensively
marketing the Nurescell Technology. As a result, there can be no assurance that
the Company or the Nurescell Technology will be successful or that the Company
can or will achieve any substantial sales or profitability.

     To date, the Company has not generated any significant revenue from its
Technology. There can be no assurance that the Company will ever generate any
revenue, or if generated, revenue will be sufficient to cover operating
expenses, debt payments and accrued expenses. This report has been prepared
under the assumption that the Company continues as a going concern and will
raise sufficient financing to continue operations. There can be no assurance
that the Company will successfully raise necessary funds to continue operations.

     THE PRODUCTS. Since inception, the Company has spent approximately $472,476
on research and development activities with respect to the Nurescell Technology.
The Company will require additional testing of the Nurescell technology. The
Company estimates the required future expenditure for product testing and
marketing is approximately $750,000 over the next two year period. There can be
no assurance that the Company will raise sufficient funds to complete the
Nurescell technology testing requirements. It is believed that products based on
the Nurescell Technology will possess characteristics that include:

     -    favorable heat transfer and diffusion properties;

     -    high radioactive resistance, including blockage of neutrons and
          shielding against alpha, beta and gamma radiation;

     -    high compressive and tensile strengths;

     -    corrosion and shrinkage resistance;

     -    fugitive gassing properties;

     -    resistance to weathering and aging;

     -    ease of application and handling; and

     -    a non-hazardous application process.

                                            -2-





<PAGE>

     THE MARKET. The Company considers every nuclear power plant in the world to
be a potential customer for the Nurescell Technology which, because of its
mechanical properties can be used in materials for construction of new nuclear
facilities or in the retrofitting of existing facilities. At this time, there
are approximately 100 nuclear power plants in the United States, of which
approximately 40 are not currently in operation. There are also currently
approximately 430 nuclear power plants in the world which are not located in the
United States or Russia.

     Because of their special shielding needs, it is expected that X-ray rooms
and linear accelerator projects will find the Nurescell Technology useful where
application of the Nurescell Technology as part of the room shielding may be
possible. In the U.S. alone, there are approximately 5,700 hospitals all of
which operate equipment which could use shielding provided by the Nurescell
Technology.

     GOVERNMENTAL REGULATION. In the United States, the nuclear power industry
is highly regulated under the jurisdiction of the Department of Energy and the
Nuclear Regulatory Commission ("NRC"), with the NRC having primary
responsibility for enacting and enforcing regulations designed to ensure the
safety of nuclear power plants. That regulatory authority extends from
construction to all phases of operations. In particular, the NRC has the
authority to require nuclear power plants to utilize specific measures to ensure
and enhance their safety.

     In the rest of the world, regulatory oversight of nuclear power plants is
effected through a Nuclear Safety Committee which is comprised of
representatives from throughout the world.

     Should the Nurescell material successfully enter the nuclear power plant
Market, becoming compliant with government regulation may cause a significant
increase in capital expenditures over the prior years. At this time, the Company
is unable to accurately predict the exact cost associated with full compliance
to government regulations.

     COMPETITION. The number of competitors offering proprietary products
designed to accomplish the same or similar effects as the Nurescell Technology
include Lockheed Martin, which utilizes the ceramic silicon foam technology, and
SAE (France), which utilizes a concrete-iron technology, among others. Other
companies may currently have or may succeed in developing products superior to
the Nurescell Technology, or may more effectively market such other products,
either of which could substantially reduce the potential market for products
using the Nurescell Technology. The Company sponsored its research and
development program and recorded research and development expense in the amounts
of $404,049 and $0 for the fiscal years 2002 and 2001, respectively.

     Many of the Company's competitors are likely to enjoy substantial
competitive advantages, including the following:

     -    larger technical staffs;

     -    greater name recognition;

     -    larger customer bases; and

     -    substantially greater financial, marketing, technical and other
          resources.

                                      -3-





<PAGE>

     If the Company does not compete effectively, or if it experiences any
pricing pressures, reduced margins or loss of market share resulting from
increased competition, its business will be adversely affected.

     MARKETING STRATEGY. At this time, the Company believes its major potential
markets are the following:

     -    medical applications, such as X-ray rooms;

     -    "hot spots" and leaks in nuclear power stations and nuclear vessels;

     -    specialized advanced accelerator materials;

     The Company's marketing strategy is to enter into license or distribution
agreements with companies already supplying products to the Company's target
markets. The Company is currently in discussion with domestic companies for the
purpose of entering into a license and/or distribution agreement for the
Nurescell technology. There can be no assurance that the Company will be
successful in securing appropriate agreements, or if successful, that a market
for the Company's technology will develop.

     Should demand for the Nurescell technology arise, it is expected that the
Company's marketing organization structure will be based upon the following:

     -    The use of technical personnel with substantial nuclear physics and
          engineering, field technical sales and corporate product management
          experience at the corporate level, each with a specific area of
          technical expertise.

     -    Field Technical Sales Representatives with successful, in-depth
          experience in nuclear physics and engineering and technical sales work
          located in those geographical areas which will best serve the rapid
          development of the Company's business.

     -    Presentations at nuclear power trade shows where independent
          environmental engineering and consulting companies can be made
          increasingly aware of the Nurescell Technology and the unique
          applications that can serve their clients' needs.



                                      -4-





<PAGE>

     INTELLECTUAL PROPERTY RIGHTS. At this time, numerous patents havE been
applied for with respect to certain elements of the Nurescell Technology. To
date, patents have been granted in the United States, Pakistan and Taiwan. It is
anticipated that the ingredients of the Nurescell Technology will also be
manufactured under secrecy agreements. In addition, the Company has applied for
certain foreign patents and protection of its intellectual property to the
extent appropriate under the circumstances. There can be no assurance that the
Company will be able to obtain patent protection within additional foreign
countries or if obtained, will provide sufficient protection of the Company's
intellectual property under foreign laws.

     PERSONNEL. The Company currently has one full time employee. It is
anticipated that additional employees will be hired as the need arises. It is
also anticipated that the Company will utilize third party contractors to handle
various projects as they arise. There can be no assurance that the Company will
be able to obtain qualified employees, and if hired, that the Company will be
able to retain such employees. The Company has operated without a President
since March 15, 2002 when John Longenecker resigned from that position.

     PLAN OF OPERATION. The Company is a development stage company, with its
operations to date principally consisting of research, development, testing and
preliminary marketing of 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 securing distribution and/or license
agreements for its technology. From inception to March 31, 2002, the Company has
obtained approximately $915,500 in financing through the sale of equity
securities through two private offerings (the "Offerings"), each of which has
been completed, approximately $102,500 through the exercise of stock options,
and another $875,000 through the issuance of convertible promissory notes (the
"Notes"). Through March 31, 2002, the Company utilized all of the proceeds of
the Offerings and option exercises and all of the net proceeds of the Notes to
(i) commence and pursue patent applications for the Nurescell Technology, (ii)
identify, negotiate and finalize suitable research, development and testing
contracts, (iii) identify, negotiate and finalize preliminary marketing
consulting contracts and (iv) provide working capital for the ongoing
administrative and financing acquisition costs of the Company. The Company has
previously received working capital through loans from an ex-officer, a current
officer, and another shareholder totaling $637,901 as of March 31, 2002.

     The Company is a development-stage enterprise, as defined by accounting
principles generally accepted in the United States of America. The Company was
incorporated on May 12, 1998, and has generated nominal revenues. The primary
activity to date has been capital formation, research and development of its
Nurescell technology, and marketing. The Company's success is dependent upon the
successful development and marketing of its Nurescell technology, as to which
there is no assurance. Unanticipated problems, expenses, and frequent delays are
frequently encountered in establishing a new business and developing new
products. These include, but are not limited to, lack of consumer acceptance,
regulatory approval, competition, product development, and inadequate sales and
marketing. The failure of the Company to meet any of these conditions would have
a materially adverse effect on the Company and may force the Company to reduce
or curtail operations. No assurance can be given that the Company can or will
ever operate profitably.

     The Company is currently conducting discussions with U.S. companies
regarding potential marketing arrangements for the Nurescell material. The
Company believes that should these discussions result in a formal agreement,
including manufacturing rights, capital expenditures for equipment and material
inventories may be reduced. There can be no assurance that any discussions will
be successful or if successful, will result in significant revenues to the
Company.

                                      -5-





<PAGE>

     The Company's independent certified public accountants have stated in their
reports included in the Form 10-KSB, that the Company's financial statements for
the period ended March 31, 2002 have been prepared assuming that the Company
will continue as a going-concern. As noted in those financial statements, the
presence of significant losses, negative cash flows and limited working capital,
together with the uncertainties associated with the Company's ability to obtain
additional capital, raise substantial doubts as to its 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 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. If sufficient funds are not available
when needed, the Company may be required to severely curtail its operations,
which would have a material adverse effect on the Company's business, operating
results and financial condition.

ITEM 7. DESCRIPTION OF PROPERTY.

     The Company's executive office is located in rented premises of
approximately 300 square feet with a monthly rent of $357. The lease commenced
on March 1, 2001 and continues on a month to month basis. The Company expects
that this space will be sufficient for its executive offices for the foreseeable
future.

ITEM 8. DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES.

     Set forth below is information regarding the directors and executive
officers of the Company. The Company has no significant employees other than
those described below. The Company will replace its resigned President once a
suitable replacement is found.

     NAME                    AGE      POSITION
     ----                    ---      --------

     John R. Longenecker     51       President and Chief Executive Officer,
                                      Director
     Shelby T. Brewer        63       Director
     James Samuelson         32       Chief Financial Officer, Vice President,
                                      Director, Secretary, Acting President

     JOHN R. LONGENECKER has been a director and officer of the Company since
its inception was the President and Chief Executive Officer. Mr. Longenecker is
also the President of Longenecker & Associates, a management consulting firm
with the high technology and energy related businesses. Prior to the formation
of Longenecker & Associates in 1989, Mr. Longenecker was Chairman of General
Atomics International Services Corporation, a company which operates and
maintains nuclear power stations. From 1983 to 1987, Mr. Longenecker served in
the Reagan administration as the chief executive officer of the U.S. uranium
enrichment business in the DOE, and prior thereto worked in the United States'
nuclear reactor development program as the Director of Breeder Demonstration
Projects for the DOE. Mr. Longenecker received both his Bachelor of Science and
Master of Science degrees from Pennsylvania State University and has served as a
member of that institution's Industrial Professional Advisory Council. Mr.
Longenecker resigned as a director on June 15, 2002 and as president and chief
executive officer on March 31, 2002.

     SHELBY T. BREWER, PH.D. has been a director of the Company since October
19, 1999. In 1996, Dr. Brewer founded S. Brewer Enterprises, Inc., of which he
is the President. S. Brewer Enterprises, Inc., which is based in Alexandria,
Virginia, provides consulting services to companies in the manufacturing,
engineering and financial services industries. From 1985 until 1996, Dr. Brewer
served in various executive positions with the Nuclear Business Unit of
Combustion Engineering, a division of Zurich-based ABB. From 1981 to 1984, Dr.
Brewer served as Assistant Secretary of Energy for the Reagan Administration.
Dr. Brewer holds B.A. and B.S. degrees from Columbia University and M.S. and
Ph.D. degrees from the Massachusetts Institute of Technology.

                                      -6-





<PAGE>

     JAMES SAMUELSON serves as our Chief Financial Officer, Vice President,
Secretary and Director. He previously served as our President from August 2000
to December 2000. Mr. Samuelson also serves as Vice President and Chief
Financial Officer of Advanced Technology Industries, Inc., a shareholder of the
Company since February 2000. From February 1998 to January 2000, Mr. Samuelson
served as a Vice President of Corporate Finance for Eastbrokers AG/WMP Bank AG
in Vienna, Austria, where he was responsible for all aspects of the firm's
Investment Banking activities. In 1997, Mr. Samuelson was employed as a Vice
President of Grammont, Ltd., a boutique investment banking firm in Paris,
France, where he was responsible for the firm's private placement and road show
activities. Prior to 1997, Mr. Samuelson was engaged in graduate studies. Mr.
Samuelson received a Master of Business Administration Degree in 1996, and a
Bachelor of Science in Business Administration degree in 1992, both from
Creighton University.

     Subject to prior resignation or removal, the Company's directors serve in
that capacity until the next annual meeting of shareholders or until their
successors are elected or appointed and duly qualified. Officers are appointed
by the Board of Directors and serve in that capacity until resignation or
removal. There are no family relationships by blood, marriage or adoption among
any directors and/or executive officers of the Company, and there are no
arrangements or understandings between any director or executive officer and any
other person pursuant to which such director or executive officer was selected
for his or her office or position. Except as stated above, within the past five
years (i) no petition under the federal Bankruptcy Act or any state insolvency
law has been filed by or against any executive officer or director of the
Company, and no receiver, fiscal agent or similar officer has been appointed by
a court for the business or property of any such persons, or any partnership in
which any of such persons was a general partner at or within the two years
before the time of such filing, or any corporation or business association of
which any such person was an executive officer at or within the past two years
and (ii) no director or executive officer of the Company has been convicted in a
criminal proceeding (excluding traffic violations and other minor offenses).

     Section 16(g) of the United States Securities and Exchange Act of 1934
requires the officers and directors of the Company and those persons who
beneficially own more than 10% of the outstanding shares of the Company to file
reports of security ownership and changes in such ownership with the SEC. Based
solely upon a review of copies of reports filed, the Company believes that
during the year ended March 31, 2002, the filing requirements were not complied
with by its officers and directors.

ITEM 9. REMUNERATION OF DIRECTORS AND OFFICERS.

     COMPENSATION. The following table sets out the compensation paid on a cash
basis during the fiscal year ended March 31, 2002 to (i) each of the Company's
three highest paid officers or directors and (ii) the Company's officers and
directors as a group:

<TABLE>
<CAPTION>
NAME OR IDENTITY OF GROUP     TITLE                                     COMPENSATION(1)
-------------------------     -----                                     ---------------
<S>                           <C>                                       <C>
John Longenecker              President and Chief Executive Officer     $ 0 (1)

James Samuelson               Chief Financial Officer                   $ 0 (1)

Shelby Brewer                 Director                                  $ 0 (1)
</TABLE>

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

(1)  Does not include group life, health, hospitalization or other benefit plans
     which do not discriminate in scope, terms or operation in favor of officers
     or directors and which are available generally to all salaried employees.

                                      -7-





<PAGE>

     STOCK OPTION PLAN. Under the Company's 1998 Stock Option Plan (the "Option
Plan"), all officers and directors of the Company, as well as its employees and
consultants, are eligible to be selected to participate. The purpose of the
Option Plan is to promote the interests of the Company by providing participants
with an inducement to maintain their status with the Company and to further
advance the interests of the Company. Options are granted in consideration of
things such as past and potential future contributions to the Company.

     As of March 31, 2002, 360,000 options have been issued under the Option
Plan. The aggregate number of shares of Common Stock to be delivered upon the
exercise of all options granted under the Option Plan cannot exceed 360,000
shares. In the event of any merger, reorganization, recapitalization, stock
dividend, stock split or reverse split or other act or event which effects a
restructure of the Company's Common Stock (but not including the issuance of
additional shares of Common Stock or preferred stock), the total number of
shares covered by the Option Plan, the exercise price, and number of shares
covered by outstanding options granted pursuant to the Option Plan, and the
rights, preferences and privileges incident to such shares will be appropriately
adjusted as to any remaining options. Any shares covered by options granted
pursuant to the Option Plan which expire or are canceled are available for
reissuance under the Option Plan.

     There is no maximum or minimum number of shares which may be subject to
options granted to any one individual under the Option Plan. The exercise price
of the stock covered by each option is determined at the time of grant;
provided, however, that (i) as to incentive stock options, such exercise price
will not be less than an amount equal to 100% of the "fair value" of the stock
(as determined pursuant to the Option Plan) on the date the option is granted
(110% for options granted to persons who hold 10% or more of the Company's
Common Stock) and (ii) as to all other options, such exercise price will not be
less than an amount equal to 85% of the fair value of the stock on the date the
option is granted. Subject to the express provisions of the Option Plan, the
terms of each option granted under the Option Plan, including the exercise
price, manner of exercise, vesting and duration of each option, shall be as
specified in the applicable option agreement between the Company and the option
holder.

     The Board of Directors of the Company may amend, suspend or terminate the
Option Plan at any time. Unless terminated sooner, the Option Plan will
terminate on June 15, 2008 and no options may be granted thereafter. No
amendment, suspension or termination of the Option Plan will, without the
consent of the option holder, be made which would alter or impair any rights or
obligations under any option then outstanding. Upon the dissolution or
liquidation of the Company, the Option Plan will terminate, and any option
previously granted under there and not yet exercisable in full will also
terminate. In the event, however, that the Company is succeeded by another
corporation, the Option Plan and any remaining options granted under there will
be assumed by such successor corporation, subject to such adjustments as may be
necessary due to the capital structure of the successor corporation.

     COMPENSATION ARRANGEMENTS. On May 15, 1998, the Company entered into a
three-year employment agreement with Adrian A. Joseph. The employment agreement
automatically renews for succeeding terms of one year, subject to the prior
notification of termination by either the Company or Mr. Joseph. Annual
compensation pursuant to the employment agreement was $180,000 per year, payable
monthly, subject to annual increases at the discretion of the Company's Board of
Directors. Mr. Joseph was also to receive an annual bonus equal to 10% of the
amount of annual Company profits which exceeds $300,000 over the Company's prior
year's profits. Although the employment agreement includes non-disclosure
covenants as to the Company's trade secrets, Mr. Joseph was permitted to pursue
other opportunities while serving as Chief Executive Officer of the Company, but
only with the consent of the Board of Directors. Mr. Joseph resigned as Chief
Executive Officer on December 4, 2000 and served as Chief Scientific Officer
until April 6, 2001, when he resigned as Chief Scientific Officer.

                                      -8-





<PAGE>

     On March 1, 2000, the Company entered into an employment agreement with
William A. Wilson, a Company director, by which he agreed to act as the
Company's President. Subject to earlier termination under certain circumstances,
the agreement terminated on August 31, 2001. The agreement provided for a
$144,000 per year base salary. In addition, Mr. Wilson is to be issued 100,000
shares of Common Stock at the end of each six month period of employment, and
has been granted an option to purchase up to 250,000 shares of Common Stock at
$0.75 per share during a specified period. Mr. Wilson resigned as President
effective August 23, 2000 and as a director effective May 15, 2001 and this
option expired.

     The Company has entered into agreements with John R. Longenecker and Shelby
T. Brewer, each of whom were an officer and/or director of the Company at the
time of signing the agreement. Pursuant to those agreements (each of which is
terminable by either party on 30-days notice), the Company pays fees of $2,000
per month to each of them for consulting services, plus reimbursement of Company
approved expenses (although Mr. Longenecker receives no fees under his agreement
while serving as President and Chief Executive Officer).

     Except as noted above, the Company does not compensate its directors for
their services as such, although they have been granted options under the
Company's Option Plan. See "Stock Option Plan" above. It is, however, the policy
of the Company to reimburse directors for reasonable expenses incurred in
attending meetings of the Board of Directors.

ITEM 10. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS.

     The following table sets forth the record ownership of the Company's Common
Stock (the Company's only class of voting stock) as of August 9, 2002 as to (i)
each person or entity who owns more than 10% of any class of the Company's
securities (including those shares subject to outstanding options), (ii) each
person named in the table appearing in "Item 9. Remuneration of Directors and
Officers" and (iii) all officers and directors of the Company as a group:

<TABLE>
<CAPTION>
NAME AND ADDRESS OF OWNER                   NUMBER OF SHARES OWNED(1)    PERCENT OF CLASS(2)
-------------------------                   -------------------------    --------------------
<S>                                                  <C>                          <C>
Advanced Technology Industries Inc.                  4,590,000                  28.56%
Taubenstrasse 20
Berlin, Germany D-10117

John Longenecker                                       505,900(3)                3.1%
13380 Pantera Rd.
San Diego, California 92130

James Samuelson                                              0                    *
19762 MacArthur Blvd.
Suite 332
Irvine, CA 92612

Shelby Brewer                                           15,568(3)                 *
19762 MacArthur Blvd.
Suite 332
Irvine, CA 92612

All officers and directors                             521,468 (3)              3.99%
as a group (3 persons)
</TABLE>

----------------------
(1)  To the Company's knowledge, the persons named in the table have sole voting
     and investment power with respect to all shares of Common Stock owned by
     them, subject to community property laws where applicable.
(2)  Based on 16,070,238 shares of Common Stock outstanding, without taking into
     account any shares issuable upon the exercise of outstanding options or
     warrants.
(3)  Does not include shares which can be obtained pursuant to the exercise of
     options or other stock acquisition rights described in the table below.

                                      -9-





<PAGE>

     Other than the Class "A" Common Stock Purchase Warrants, the Company has no
class of non-voting securities presently outstanding.

     The following table sets forth the options, warrants and other rights to
acquire securities of the Company which were held as of August 9, 2002 by (i)
each person or entity who owns more than 10% of any class of the Company's
securities, (ii) each person named in the table appearing in "Item 9.
Remuneration of Directors and Officers" and (iii) all officers and directors of
the Company as a group:

<TABLE>
<CAPTION>
                                      TITLE AND AMOUNT
                                      OF SECURITIES CALLED
                                      FOR BY
                                      OPTIONS,
                                                                            EXPIRATION
NAME OF HOLDER                  WARRANTS OR RIGHTS(1)      EXERCISE PRICE     DATE
--------------                  --------------------       --------------     ----
<S>                             <C>                        <C>                <C>
All officers and directors      250,000 shares             $0.50 to $2.00     Varies(1)(2)
   as a group (3 persons)         of Common Stock                              per share
</TABLE>

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

(1)  All options in this table are fully vested.
(2)  Options are exercisable until July 31, 2008 as to the optionees, subject in
     each case to earlier termination in the event of death, disability and
     certain other events.

ITEM 11. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS.

     The following is a description of those transactions by the Company since
its inception or which are presently proposed in which (i) any Company director,
officer, promoter or greater than 10% shareholder (or a relative or spouse
thereof, or any relative of such spouse) has or is to have a direct or indirect
interest and (ii) the amount involved exceeds $50,000.

     On June 12, 1998, the Company issued to Adrian A. Joseph (the Company's
Chief Executive Officer and majority shareholder) 10,000,000 shares of Common
Stock in return for his assignment of the Nurescell Technology which he
developed. At that time, the Company also paid Adrian A. Joseph approximately
$34,000 for certain materials and supplies owned by him in connection with the
development of that technology.

     The Company has also entered into employment agreements with Adrian Joseph,
William A. Wilson (the Company's former President) and Sharon Nitka (the
Company's former Chief Financial Officer and Secretary and a director), as
described above in "Item 9. Remuneration of Directors and Officers," and has
granted stock options to Mr. Joseph and Ms. Nitka, and stock options and
periodic stock acquisition rights to Mr. Wilson, as described in "Item 10.
Security Ownership of Management and Securityholders." With the resignation of
Adrian Joseph, Sharon Nitka, and William Wilson, these options have expired.

     The Company has entered into agreements with John R. Longenecker and Shelby
T. Brewer (each of whom is an officer and/or director), as described above in
"Item 9. Remuneration of Directors and Officers." Until her resignation as a
director on March 11, 2000, Rita Lavelle was a party to a similar agreement
which provided for payments to her of $4,000 per month. Until his resignation as
a director on June 11, 2001, Robert Merriman was a party to a similar agreement
which provided for payments to him of $2,000 per month. Until his appointment as
President on March 1, 2001, William Wilson was a party to a similar agreement
which provided for payments to him of $2,000 per month.

     From August 6, 1999 until his resignation on February 24, 2000, Harold L.
Rapp was employed pursuant to an employment agreement providing for an annual
base salary of $144,000 and 100,000 shares of Common Stock at the end of each
six month period of employment. In addition, Mr. Rapp was granted options to
purchase up to 250,000 shares of Common Stock at $0.75 per share (which have
since expired).

                                      -10-





<PAGE>

     Mr. Joseph has made several unsecured loans to Nurescell totaling
approximately $257,000. Of those loans, approximately $63,876 is still
outstanding and is payable on demand with interest at 10% per year.

     In December 1999, the Company issued 300,000 shares of Common Stock to
Shelby T. Brewer in connection with him becoming a Company director. In
addition, the Company granted to Mr. Brewer options to acquire up to 200,000
shares of Common Stock at $2.00 per share until October 31, 2000.

     On January 3, 2000, the Company issued 524,266 shares of Common Stock to
officers and directors for various accrued salaries, expenses and consulting
fees. Of those shares, 400,000 were issued to Adrian Joseph, 21,760 were issued
to Sharon Nitka, 12,800 were issued to William A. Wilson, 12,800 were issued to
John R. Longenecker, 32,016 were issued to Rita Lavelle (a former director),
16,000 were issued to Harold Rapp (a former officer) and 6,400 were issued to
Shelby T. Brewer.

     Pursuant to its consulting agreement with William Wilson, the Company
issued him 100,000 shares of Common Stock on August 23, 2000.

                                     PART II

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS.

     The Company's Common Stock is quoted on the OTC Bulletin Board under the
symbol "NUSL" and has been so quoted since June 22, 1999. Prior to that date,
there was no public trading market for the Company's equity securities.

     The following table sets forth the quarterly high and low bids for the
Company's Common Stock as reported by the OTC Bulletin Board since the beginning
of public trading:

                                                          COMMON STOCK
                                                          ------------
         FISCAL YEAR 2001                                HIGH*        LOW*

First quarter ...............................           $3.375       $1.500
Second quarter ..............................           $0.625       $0.625
Third quarter ...............................           $0.343       $0.187
Fourth quarter ..............................           $0.312       $0.187

        FISCAL YEAR 2002

First quarter ...............................           $0.51        $0.11
Second quarter ..............................           $0.20        $0.06
Third quarter ...............................           $0.10        $0.02
Fourth quarter ..............................           $0.045       $0.005

---------
*    These quotations reflect inter-dealer prices, without retail mark-up,
     mark-down or commission, and may not represent actual transactions.

     The Company has not paid any cash dividends on its Common Stock since its
incorporation and anticipates that, for the foreseeable future, any earnings
will be retained for use in its business. As of June 30, 2002, the number of
record holders of the Company's Common Stock was 297.

                                      -11-





<PAGE>

ITEM 2. LEGAL PROCEEDINGS.

     We are periodically subject to litigation which is routine, in the ordinary
course of business and not material to the Company.

     On October 19, 2001, the Company was served in a California Superior Court
action filed on June 13, 2001 by Robert B. Reeves against the Company, Adrian
Joseph, individually and as Trustee of the Adrian Joseph Separate Property
Trust, Douglas S. Denhart and The Foundation Group. The complaint alleges that
the Defendants committed acts of deceit and fraud in connection with the sale of
shares of Company common stock owned by Mr. Joseph and sold through Mr. Denhart
to Mr. Reeves. Mr. Reeves requested $25,000 in rescission rights and punitive
damages. The Company was dismissed without prejudice from the proceedings on
December 12, 2001.

      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 of $385,000 and bearing interest at 8% per
annum ("December Note" and "February Note"). On December 1, 2001 the Company has
defaulted with respect to two convertible notes payable to Triton Private Equity
Fund. Both parties have entered into discussions to remedy the default. Failure
to reach a remedy may result in litigation against the Company.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

     The Company discharged its previous accounting firm as outlined in an 8-K/A
filed on November 27, 2001.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     There were no matters submitted to a vote of security holders during the
fiscal year ended March 31, 2002.

ITEM 5.  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

     During the fiscal year ended March 31, 2002, to the Company's knowledge the
following officers and directors we delinquent in timely filing documents in
compliance with Section 16 (A) of the Exchange Act. Shelby Brewer, a director of
the Company failed to timely file Forms 4 and Forms 5. John Longenecker, a
former officer and director of the Company, failed to timely file Forms 4 and
Forms 5. James Samuelson, an officer and director of the Company failed to
timely file Forms 5. Advanced Technology Industries, Inc. failed to timely file
Forms 5. Adrian Joseph, a former officer of the Company, failed to timely file
Forms 4 and Forms 5. William Wilson, a former officer and director of the
Company failed to timely file Forms 4 and Forms 5.

ITEM 6. REPORTS ON FORM 8-K.

     The Company filed no reports on Form 8-K during the quarter ended March 31,
2002.

                                      -12-





<PAGE>
<TABLE>
<CAPTION>

                                NURESCELL INC.
                        INDEX TO FINANCIAL STATEMENTS

                                                                                Page No.
                                                                                -------

       <S>                                                                      <C>
       INDEPENDENT AUDITORS' REPORT                                             F-1 - F-2

       BALANCE SHEET                                                               F-3
         At March 31, 2002

       STATEMENTS OF OPERATIONS                                                    F-4
         For the Years Ended March 31, 2002 and 2001
         For the Period from Inception (May 12, 1998) to March 31, 2002

       STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY) For the Period from         F-5
         Inception (May 12, 1998) to March 31, 2002

       STATEMENTS OF CASH FLOWS                                                    F-6
         For the Years Ended March 31, 2002 and 2001
         For the Period from Inception (May 12, 1998) to March 31, 2002

       NOTES TO FINANCIAL STATEMENTS                                            F-7 - F-24
</TABLE>





<PAGE>

Board of Directors and Stockholders
Nurescell Inc.

                          INDEPENDENT AUDITORS' REPORT
                          -----------------------------

We have audited the accompanying balance sheet of Nurescell Inc. (a development
stage company) (the "Company") as of March 31, 2002 and the related statements
of operations, shareholders' deficiency and cash flows for the year then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Nurescell Inc. (a development
stage company) at March 31, 2002 and the results of its operations, changes in
stockholders' deficiency and its cash flows for the year ended March 31, 2002,
in conformity with accounting principles generally accepted in the United States
of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company incurred losses from
operations since inception and, as of March 31, 2002, had an accumulated
deficiency of $10,446,581 and has a working capital deficit of approximately
$3,429,500. In addition, the Company is in default on its notes payable. As
discussed further in Note 1 to the financial statements, these factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

                                                    /S/ GRASSI & CO., CPAs, P.C.
New York, New York
August 12, 2002
                                           F-1





<PAGE>

To the Board of Directors and Shareholders of
Nurescell, Inc.

                              INDEPENDENT AUDITORS' REPORT

We have audited the accompanying statements of operations, shareholders' equity
(deficiency) and cash flows of Nurescell Inc. (a development stage company) (the
"Company") for the year ended March 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform our audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audit provides a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects the results of operations and cash flows of the Company
for the year ended March 31, 2001, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the accompanying financial
statements, the Company is a development stage company which has experienced
significant losses since inception with no significant revenues. These factors
and other factors discussed in Note 1 to the financial statements raise
substantial doubt about the ability of the Company to continue as a going
concern. Management's plans in regard to these matters are described in Note 1.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

                                                           /S/  CORBIN & WERTZ

Irvine, California
July 2, 2001

                                           F-2





<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)
                                  BALANCE SHEET

<TABLE>
<CAPTION>
                                                                         At March 31,
                                                                             2002
                                                                         ------------
                              ASSETS
<S>                                                                      <C>
Current Asset
   Inventories                                                           $     10,022
                                                                         -------------
     TOTAL CURRENT ASSETS                                                      10,022
                                                                         -------------
Property and equipment, net of accumulated
     depreciation of $43,496                                                   47,675
                                                                         -------------
         TOTAL ASSETS                                                    $     57,697
                                                                         =============
             LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

Current Liabilities
   Cash overdraft                                                        $        849
   Convertible notes payable                                                1,720,000
   Accounts payable                                                           257,044
   Due to shareholders and officers                                           211,627
   Accrued expenses                                                         1,050,000
   Unearned revenue                                                           200,000
                                                                         -------------
     TOTAL CURRENT LIABILITIES                                              3,439,520

Unearned Revenue                                                              450,000
                                                                         -------------
         TOTAL LIABILITIES                                                  3,889,520

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;
     16,070,238 shares issued and 16,060,025 shares outstanding                 1,607
   Additional paid-in capital                                               6,668,151
   Treasury stock, at cost; 10,213 shares at March 31, 2002                   (30,000)
   Stock subscription receivable                                              (25,000)
   Deficit accumulated during the development stage                       (10,446,581)
                                                                         -------------
          TOTAL SHAREHOLDERS' EQUITY (DEFICIENCY)                          (3,831,823)
                                                                         -------------
         TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)         $     57,697
                                                                         =============
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                           F-3





<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                             For the period from
                                              Year                Year           May 12, 1998
                                             ended               ended       (Date of Inception)
                                         March 31, 2002      March 31, 2001   to March 31, 2002
                                         ---------------  ------------------  ------------------
<S>                                      <C>                <C>               <C>
SALES                                    $        4,895     $        4,916    $       18,511

COST OF SALES                                       --              14,450            21,850
                                         ---------------    ---------------   ---------------
GROSS PROFIT (LOSS)                               4,895             (9,534)           (3,339)

OPERATING EXPENSES
Bad debt                                          8,700                --              8,700
Loss on inventory write down                     54,515                --             54,515
Write-off of intangible assets                   87,944                               87,944
Research and development                        404,049                --            472,476
General and administrative                      471,152          1,202,251         8,208,384
Depreciation                                     15,555             13,920            43,496
                                         ---------------    ---------------   ---------------
Total operating expenses                      1,041,915          1,216,171         8,875,515
                                         ---------------    ---------------   ---------------
Loss from operations                         (1,037,020)        (1,225,705)       (8,878,854)

OTHER INCOME (EXPENSE)

Interest income                                     --                 --              8,440
Interest expense                               (481,051)          (241,287)       (1,197,789)
Loss on abandonment of computer software            --                 --             (6,778)
License fee revenue                             200,000            150,000           350,000
Gain on conversion of debt                          --             280,000           280,000
Termination fee                              (1,000,000)                --        (1,000,000)
                                         ---------------    ---------------   ---------------
TOTAL OTHER INCOME (EXPENSE)                 (1,281,051)           188,713        (1,566,127)
                                         ---------------    ---------------   ---------------
LOSS BEFORE INCOME TAXES                     (2,318,071)        (1,036,992)      (10,444,981)

PROVISION FOR INCOME TAXES                           --                800             1,600
                                         ---------------    ---------------   ---------------
NET LOSS                                 $   (2,318,071)    $   (1,037,792)   $  (10,446,581)
                                         ===============    ===============   ===============
BASIC AND DILUTED LOSS PER SHARE         $        (0.14)    $        (0.07)
                                         ===============    ===============
WEIGHTED AVERAGE NUMBER OF COMMON
   SHARES OUTSTANDING                        16,070,238         15,590,054
                                         ===============    ===============
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                           F-4





<PAGE>
                                 NURESCELL INC.
                      (A Company in the Development Stage)
                 STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIENCY)

     FOR THE PERIOD FROM INCEPTION (MAY 12, 1998) TO MARCH 31, 2002

<TABLE>
<CAPTION>

                                                     COMMON STOCK       ADDITIONAL
                                                 ---------------------    PAID-IN    STOCK SUB   TREASURY ACCUMULATED
                                                    SHARES    AMOUNT      CAPITAL    RECEIVABLE   STOCK     DEFICIT       TOTAL
                                                 ------------ --------  ------------ ---------- --------- ------------ ------------
<S>                                               <C>         <C>        <C>         <C>        <C>       <C>          <C>
Issuance of common stock
  Cash - Founding Shareholders (May and
    June 1998 at $.001 per share)                  2,500,000  $   250    $    2,250  $       -  $      -  $         -  $     2,500
  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)                                  79,000        8       349,992          -         -            -      350,000
  Common stock subscriptions                           5,000        -        25,000          -         -            -       25,000
Fair value of options                                      -        -        30,000          -         -            -       30,000
Net loss, as restated for March 31, 1999                   -        -             -          -         -     (674,526)    (674,526)
                                                 ------------ --------  ------------ ---------- --------- ------------ ------------
BALANCE, MARCH 31, 1999                           13,082,000    1,308       904,192          -         -     (674,526)     230,974

Issuance of common stock
  Consulting services (May 1999 through
     December 1999 at $1.12 - $3.50 per share)       692,000       69     1,591,138          -         -            -    1,591,207
  Exercise of stock options (October 1999 at
     $.50 per share)                                 120,000       12        59,988          -         -            -       60,000
  Exercise of stock options (January 2000 at
     $1.00 per share)                                 15,000        2        14,998          -         -            -       15,000
  Exercise of stock options (March 2000 at
     $2.00 per share)                                 10,000        1        19,999          -         -            -       20,000
  Settlement of related party accruals (January
     2000 at $2.13 per share)                        524,226       52     1,113,928          -         -            -    1,113,980
  Award to directors and officers (January 2000
    at $2.13 per share)                              734,562       74     1,560,870          -         -            -    1,560,944
  Cash (April 1999 at $5.00)                          14,000        1        69,999          -         -            -       70,000
Purchase of 10,213 shares of Treasury stock
    at $2.94 per share                                     -        -             -          -   (30,000)           -      (30,000)
Fair value of options                                      -        -       691,756          -         -            -      691,756
Fair value of warrants                                     -        -       102,696          -         -            -      102,696
Net loss                                                   -        -             -          -         -   (6,416,192)  (6,416,192)
                                                 ------------ --------  ------------ ---------- --------- ------------ ------------
BALANCE, MARCH 31, 2000                           15,191,788    1,519     6,129,564          -   (30,000)  (7,090,718)    (989,635)

Issuance of common stock
  Exercise of stock options (May 2000 at
     $1.00 per share)                                  7,500        1         7,499          -         -            -        7,500
  Exercise of stock options (June 2000 at
     $0.25 per share)                                100,000       10        24,990    (25,000)        -            -            -
  Settlement of lawsuit (August 2000 at
     $1.03 per share)                                 34,000        3        35,058          -         -            -       35,061
  Settlement of lawsuit (February 2001 at
     $0.34 per share)                                 50,000        5        17,185          -         -            -       17,190
  Conversion of debt (August 2000 at
     $0.53 per share)                                250,000       25       132,475          -         -            -      132,500
  Conversion of debt (January 2001 at
     $0.29 per share)                                336,950       34       100,000          -         -            -      100,034
  To employee (August 2000 at $0.62 per share)       100,000       10        62,490          -         -            -       62,500
Fair value of options and warrants                         -        -       158,890          -         -            -      158,890
Net loss                                                   -        -             -          -         -   (1,037,792)  (1,037,792)
                                                 ------------ --------  ------------ ---------- --------- ------------ ------------
BALANCE, MARCH 31, 2001                           16,070,238    1,607     6,668,151    (25,000)  (30,000)  (8,128,510)  (1,513,752)

Net loss                                                   -        -             -          -         -   (2,318,071)  (2,318,071)
                                                 ------------ --------  ------------ ---------- --------- ------------ ------------
BALANCE, MARCH 31, 2002                           16,070,238  $ 1,607   $ 6,668,151  $ (25,000) $(30,000)$(10,446,581) $(3,831,823)
                                                 ============ ========  ============ ========== ========= ============ ============

          The accompanying notes are an integral part of these financial statements.
</TABLE>

                                           F-5





<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                               For the period
                                                                                                 from May 12,
                                                                                                     1998
                                                                                                  (Date of
                                                                  Year ended      Year ended    Inception) to
                                                                March 31, 2002  March 31, 2001  March 31, 2002
                                                                --------------  --------------  --------------
<S>                                                             <C>             <C>             <C>
Cash flows from operating activities:
Net Loss                                                          $(2,318,071)   $(1,037,792)  $(10,446,581)
Adjustments:
     Depreciation                                                      15,555         13,920         44,718
     Bad debts                                                          8,700             --          8,700
     Inventory write down                                              54,515             --         54,515
     Write-off of intangible assets                                    87,944             --         87,944
     Amortization of discount on notes payable                            --          87,500        556,579
     Loss on abandonment of computer software                             --              --          6,778
     Issuance of stock for services and settlements                       --         114,751      4,380,882
     Fair value of options and warrants                                   --         158,890        880,646
     Gain on conversion of debt                                                     (280,000)      (280,000)
     Changes in operating assets and liabilities
       Accounts receivable (related party)                            434,480       (434,480)        (8,700)
       Inventory                                                       (4,645)       (34,814)       (64,537)
       Prepaid expenses                                                10,132          7,278           --
       Accounts payable                                               101,545        (32,575)       257,044
       Accrued expenses                                               661,356        288,280      1,050,000
       Accrued termination fee                                      1,000,000            --       1,000,000
       Unearned revenue                                              (200,000)       850,000        650,000
                                                                --------------  -------------   ------------
  Net cash flows used in operating activities                        (148,489)      (299,042)    (1,822,012)
                                                                --------------  -------------   ------------
Cash flows from investing activities:
     Purchases of property and equipment                                  --         (28,213)       (99,171)
     Acquisition of intangibles                                        (7,059)       (50,880)       (87,944)
                                                                --------------  -------------   ------------
  Net cash flows used in investing activities                          (7,059)       (79,093)      (187,115)
                                                                --------------  -------------   ------------
Cash flows from financing activities:
     Proceeds from sale of common stock                                   --           7,500      1,018,000
     Prepaid financing costs                                              --              --        (96,349)
     Proceeds from shareholder and officers loan, net                 140,841         (8,581)       211,627
     Proceeds from issuance of convertible notes                          --         375,000        875,000
                                                                --------------  -------------   ------------
  Net cash flows provided by financing activities                     140,841        373,919      2,008,278
                                                                --------------  -------------   ------------
Net decrease in cash                                                  (14,707)        (4,216)          (849)
Cash at beginning of period                                            13,858         18,074             --
                                                                --------------  -------------   ------------
Cash at end of period                                           $        (849)  $     13,858    $      (849)
                                                                ==============  =============   ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
     Cash paid for interest                                     $         --    $      6,496    $     7,359
                                                                ==============  =============   ============
     Cash paid for taxes                                        $         525   $        800    $     1,600
                                                                ==============  =============   ============

The accompanying notes are an integral part of these financial statements.

</TABLE>
                                           F-6





<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS

NOTE  1 -  BUSINESS AND GOING CONCERN

Description of Business
-----------------------

Nurescell Inc. (the "Company") was incorporated in Nevada on May 12, 1998 for
the purpose of developing and commercially exploiting a proprietary radiation
shielding technology (the "Nurescell Technology") for use by the nuclear power
industry and others producing, handling or storing radioactive materials. The
Nurescell Technology material, which is comprised of a unique composite of
materials, is designed for incorporation into the structural components of new
and existing nuclear reactors and other facilities in order to provide a
cost-effective safeguard from the lethal effect of radiation while achieving a
minimal disruption to existing facilities. It is also being designed as a
containment material, which will provide an alternative to the conventional
technologies currently used to transport and store ever-increasing amounts of
spent nuclear fuel and other radioactive waste. In addition, it is expected to
provide shielding material for various other purposes, including nuclear
accelerator and defense research applications. The Nurescell Technology is based
upon a proprietary formulation that was acquired from Adrian A. Joseph, the
Company's former chief executive officer and majority stockholder in June 1998.

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. However, as shown in
the accompanying financial statements, the Company is in the development stage
and has incurred losses from operations since inception. Management anticipates
incurring substantial additional losses in 2003. Further, the Company may incur
additional losses thereafter, depending on its ability to generate revenues from
the licensing or sale of its technologies and products, or enter into any or a
sufficient number of joint ventures. The Company has no significant revenue to
date. There is no assurance that the Company can successfully commercialize any
of its technologies and products and realize any revenues therefrom. The
Company's technologies and products have never been utilized on a large-scale
commercial basis and there is no assurance that any of its technologies or
products will receive market acceptance. There is no assurance that the Company
can continue to identify and acquire new technologies. As of March 31, 2002, the
Company had an accumulated deficit since inception of $10,446,581.

Management's business plan will require additional financing. To support its
operations during fiscal year ended March 31, 2002, the Company borrowed monies
from officers and certain stockholder in the amount of $140,841.

No assurance can be given that the Company can raise adequate capital to keep
the Company functioning during fiscal year ending March 31, 2003. No assurance
can be given that the Company can continue to obtain any working capital or, if
obtained, that such funding will not cause substantial dilution to shareholders
of the Company. If the Company is unable to raise additional funds, it may be
forced to change or delay its contemplated marketing and business plans.

                                           F-7





<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS

NOTE  1 -  BUSINESS AND GOING CONCERN (Continued)

Description of Business (Continued)
-----------------------

Being a start-up stage entity, the Company is subject to all the risks inherent
in the establishment of a new enterprise and the marketing and manufacturing of
a new product, many of which risks are beyond the control of the Company. All of
the factors discussed above raise substantial doubt about the Company's ability
to continue as a going concern.

These financial statements do not include any adjustments relating to the
recoverability of recorded asset amounts that might be necessary as a result of
the above uncertainty.

Use of Estimates
----------------

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements, as well as the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. Significant estimates made by management are, among others,
provisions for loss on accounts receivable and valuation of determined income
taxes.

Fair Value of Financial Instruments
-----------------------------------

Financial Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standards No. 107 ("SFAS 107"), "Disclosures about Fair Value of
Financial Instruments." SFAS 107 requires disclosure of fair value information
about financial instruments when it is practicable to estimate that value. The
carrying amount of the Company's cash, accounts receivable, accounts payable,
and accrued expenses approximates their estimated fair values due to the
short-term maturities of those financial instruments. The estimated fair market
value of convertible notes payable and due to officers is not easily determined
as comparable instruments are not available and the borrowings are with a
related party.

Customer Concentration
----------------------

Management's intention is that the Company will not be dependent on any single
customer or group of customers for a significant portion of its annual sales.
Although the Company's sales for the years ended March 31, 2002 and 2001 were
generated from a few customers, the Company's customer base will change on a
continuous basis as new customers are added or removed.

                                       F-8





<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS

NOTE  1 -  BUSINESS AND GOING CONCERN (Continued)

Cash
----

The Company considers all highly liquid investments with original maturity dates
of three months or less to be cash equivalents.

Inventories
-----------

Inventories have been valued at the lower of cost (weighted average) or market.
Inventories at March 31, 2001 consisted of raw materials, work-in-process and
finished goods. Inventories at March 31, 2002 consisted of raw materials.

Property and Equipment
----------------------

Property and equipment are stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the assets. Useful lives
are as follows:

                  Furniture and fixture                  7 years
                  Computers                            3-5 years
                  Tooling and molds                      7 years
                  Equipment                            5-7 years

Betterments, renewals, and extraordinary repairs that extend the lives of the
assets are capitalized; other repairs and maintenance charges are expensed as
incurred. The cost and related accumulated depreciation and amortization
applicable to assets retired are removed from the accounts, and the gain or loss
on disposition is recognized in current operations.

Intangibles
-----------

The costs of patents and trademarks acquired are amortized on the straight-line
method over their estimated remaining lives. The identifiable costs to develop,
perfect and defend the Company's patents and trademarks are capitalized and
amortized on the straight-line method over their estimated remaining lives. The
unidentifiable costs to develop, perfect and defend the Company's patents and
trademarks are charged to expense as incurred. The Company is not aware of any
infringing uses that could materially affect its current business or any prior
claim to the patents and/or trademarks that could prevent the Company from using
such patents and/or trademarks in its business. The Company's policy is to
pursue registration of its patents and trademarks, whenever possible, and to
oppose vigorously any infringement of its patents and/or trademarks.

                                       F-9





<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS

NOTE  1 -  BUSINESS AND GOING CONCERN (Continued)

Long-Lived Assets
-----------------

The Company assesses the recoverability of long-lived assets by determining
whether the amortization of such assets over their remaining lives can be
recovered through projected undiscounted cash flows. The amount of impairment,
if any, is then measured based on fair value and is charged to operations in the
period in which such impairment is determined by management. As of March 31,
2002, the Company's management has not identified any impairment of long-lived
assets, except for a write-off of intangible assets in the amount of $87,944.
There can be no assurance, however, that market conditions will not change,
which could result in future long-lived asset impairment.

Income Taxes
------------

The Company recognizes deferred income taxes for the tax consequences in future
years of differences between the tax bases of assets and liabilities and their
financial reporting amounts at each year end, based on enacted tax laws and
statutory tax rates applicable to the periods in which the differences are
necessary to reduce deferred tax assets to the amount that is "more likely than
not" to be realized. Income taxes are provided for the tax effects of
transactions reported in the financial statements and consist of taxes currently
due plus deferred taxes for operating losses that are available to offset future
taxable income.

Revenue Recognition
-------------------

The Company expects that it will derive substantially all of its revenue from
the sale, licensing and sub-licensing of its technologies and products. Revenue
from the sale of technology will be recognized in the year of sale. The Company
recognizes revenue from licensing and sub-licensing sales when the following
criteria are met (1) persuasive evidence of an arrangement exists: (2) delivery
has occurred (3) the fee is fixed and determinable: and (4) collectibility is
reasonably assured.

Research and Development Costs
------------------------------

Research and development costs are expensed as incurred. The amount charged to
research and development for the years ended March 31, 2002 and 2001
approximated $404,000 and $0, respectively.

Advertising Costs
-----------------

The Company's policy on advertising costs is to expense them as they are
incurred. The advertising expense for the years ended March 31, 2002 and 2001
was $0.

                                      F-10





<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS

NOTE  1 -  BUSINESS AND GOING CONCERN (Continued)

Net Loss Per Common 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. In addition, in computing the dilutive effect
of convertible securities, the numerator is adjusted to add back (a) any
convertible preferred dividends and (b) the after-tax amount of interest
recognized in the period associated with any convertible debt. The computation
of diluted EPS shall not assume conversion, exercise, or contingent issuance of
securities that would have an antidilutive effect on EPS.

Stock-Based Compensation
------------------------

The FASB has issued Statement of Financial Accounting Standards No. 123 ("SFAS
123"), "Accounting for Stock-Based Compensation," which defines a fair value
based method of accounting for stock-based compensation. However, SFAS 123
allows an entity to continue to measure compensation cost related to stock and
stock options issued to employees using the intrinsic method of accounting
prescribed by Accounting Principles Board Opinion No. 25 ("APB 25"), "Accounting
for Stock Issued to Employees." Entities electing to remain with the accounting
method of APB 25 must make pro forma disclosures of net income and earnings per
share, as if the fair value method of accounting defined in SFAS 123 had been
applied. The Company has elected to account for its stock-based compensation to
employees under APB 25.

Segment Information
-------------------

Statement of Financial Accounting Standards No. 131 ("SFAS 131") "Disclosures
about Segments of an Enterprise and Related Information" was issued during
fiscal year 2000. SFAS establishes standards for the way public companies report
information about operating segments and related disclosures about products and
services, geographic areas and major customers in annual financial statements.
The Company views its business as principally one segment.

                                      F-11





<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS

NOTE  1 -  BUSINESS AND GOING CONCERN (Continued)

Recent Accounting Pronouncements
--------------------------------

On April 30, 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statement
No. 4, 44 and 64, Amendment of FASB Statement No.13, and Technical Corrections."
The rescission of SFAS No.4, "Reporting Gains and Losses from Extinguishments,"
and SFAS No.64, "Extinguishments of Debt made to Satisfy Sinking Fund
Requirements," which amended SFAS No.4 will affect income statement
classification of gains and losses from extinguishment of debt. SFAS No.4
requires that gains and losses from extinguishment of debt be classified as an
extraordinary item, if material. Under SFAS No. 145, extinguishment of debt is
now considered a risk management strategy by the reporting enterprise and the
FASB does not believe it should be considered extraordinary under the criteria
in APB Opinion No.30, "Reporting the Results of Operations-Reporting the Effects
of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions," unless the debt extinguishment
meets the unusual in nature and infrequency of occurrence criteria in APB
Opinion No. 30. SFAS No. 145 will be effective for fiscal years beginning after
May 15, 2002. Upon adoption, extinguishments of debt shall be classified under
the criteria in APB Opinion No. 30.

In June 2002, the FASB issued SFAS No.146, "Accounting for Costs Associated with
Exit or Disposal Activities." SFAS No. 146 addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullified
Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring)." SFAS No. 146 requires that a
liability for a cost associated with an exit or disposal activity be recognized
when the liability is incurred. A fundamental conclusion reached by the FASB in
this statement is that an entity's commitment to a plan, by itself, does not
create a present obligation to others that meets the definition of a liability.
SFAS No. 146 also establishes that fair value is the objective for initial
measurement of the liability. The provisions of this statement are effective for
exit or disposal activities that are initiated after December 31, 2002, with
early application encouraged. The Company has not yet determined the impact of
SFAS No.146 on its financial position and results of operations, if any.

The Securities and Exchange Commission (SEC) recently issued proposed guidance
for disclosure of critical accounting policies. The SEC defines "critical
accounting policies" as those that require application of management's most
difficult, subjective or complex judgments, often as a result of the need to
make estimates about the effects of matters that are inherently uncertain and
may change in subsequent periods. The Company plans to adopt the disclosure
requirements regarding critical accounting policies once the final rules are
required to be adopted.

Reclassifications
-----------------

Certain amounts have been reclassified in the 2001 financial statements to
correspond to the 2002 presentation.

                                      F-12





<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS

NOTE  2 -  INVENTORIES

Inventories consisted of the following at March 31, 2002:

           Raw materials                                     $       10,022

NOTE  3 -  PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at March 31, 2002:

           Furniture and fixture                             $        6,716
           Computers                                                 36,939
           Tooling and molds                                         26,430
           Equipment                                                 21,086
                                                             ---------------
                                                                     91,171

           Less: Accumulated depreciation                            43,496
                                                             ---------------
                                                             $       47,675
                                                             ===============

Depreciation expense for the years ended March 31, 2002 and 2001 amounted to
$15,555 and $13,920, respectively.

NOTE  4 -  OTHER ASSETS

Other assets consist of 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 these costs
on an annual basis by comparing the estimated net realizable value of the
patents to their carrying value.

Other assets of $87,944, which consisted of legal fees incurred for obtaining
patents in the United States and abroad were written-off during the three months
ended March 31, 2002. At December 31, 2001, patents had been granted in the
United States of America and Pakistan.

NOTE  5 -  DUE TO SHAREHOLDERS AND OFFICERS

Due to shareholders and officers at March 31, 2002 consists of short-term cash
advances of $133,003 from Advanced Technology Industries, Inc. ("ATI") (a major
shareholder which owns the company to which the Company's technology is
licensed). This advance is non-interest bearing and payable on demand. See Note
9. Also included in the balance is a $63,876 cash advance from Mr. Adrian
Joseph, a shareholder and former officer of the Company, payable on demand, and
bearing interest at 10% per annum. Interest accrued on this loan for the year
ended March 31, 2002 was $6,388. Total interest accrued on this note is $8,048.
Also included in the balance is a $14,748 cash advance from Mr. James Samuelson,
a current officer and director of the Company. This advance is non-interest
bearing and is payable on demand.

                                      F-13





<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS

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 of $385,000 and bearing interest at 8% per annum
("December Note" and "February Note"). Interest for the December and February
notes is due quarterly beginning March 31, 2000 and June 30, 2000, respectively.
Total interest accrued on both notes as of March 31, 2002 was $133,828. The
Company is also liable for certain penalties due to a breach of registration
rights agreement in connection with above notes. Total penalties accrued
amounted to $377,238 as of March 31, 2002. Both interest and penalties are
included in accrued expenses as of March 31, 2002. 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
non-refundable fee of $25,000 was withheld by Triton to reserve an equity credit
line, which the Company has decided not to pursue. These costs were recorded as
additional debt discount and were amortized to interest expense immediately in
fiscal 2000.

The December note has a warrant feature for 25,000 shares of the Company's
common stock at $2.25 per share, with a three-year expiration date. The February
note has a warrant feature for 75,000 shares of the Company's common stock at
$4.00 per share, also with a three-year expiration date. Accounting Principles
Board Opinion No. 14 requires that separate amounts attributable to the debt and
the purchase warrant be computed and accounting recognition be given to each
component. At March 31, 2000, the Company recorded an additional debt discount
of $102,676 related to the value of the warrants, which was amortized
immediately to interest expense in fiscal 2000. The warrants were valued at fair
value at the grant date using the Black-Scholes pricing model.

Interest on the notes can be paid in shares of the Company's common stock at the
discretion of the Company, as defined in the agreement. The notes became due
December 01, 2001. The holder of the December note and the February note can
convert it to the Company's common stock at its option, at any time. The holder
is entitled to convert all or a portion of the original principal face amount of
each note into shares of common stock at a conversion price for each share of
common stock equal to the lesser of (a) one hundred twenty-five percent (125%)
of the closing price of the Company's common stock at the date of the note or
(b) 95% of the average of the three lowest bid prices of the Company's common
stock for twenty (20) trading days prior to the conversion date. The Company is
in default as to the principal and interest payable.

From May to July 2000, the Company borrowed $412,500 from a non-related party of
which the Company received $375,000 in cash and recorded a debt discount of
$37,500, which was amortized as interest expense. This debt was converted to
250,000 shares of common stock on August 11, 2000 at a fair market value of
$0.53 per share. The Company recognized a gain on conversion of debt of
$280,000.

The Company executed a $1 million secured convertible promissory note payable to
ATI Nuklear AG (formerly known as Nurescell AG) bearing interest at 8% per
annum, with principal and interest to be paid in 32 equal monthly payments of
$34,805 each, beginning on November 30, 2001. Any remaining principal balance
and accrued interest is due and payable on September 30, 2004. The note is
secured by (i) 15,000,000 shares of the Company's common stock and, (ii) a first
priority security interest in the Company's technology and (iii) all royalties
due to ATI Nuklear AG. The Company did not make scheduled monthly payments and
is in default as to the principal and interest payments. Interest accrued on
this note payable for the year ended March 31, 2002 amounted to $40,000 and is
included in accrued expenses in the accompanying balance sheet.

                                      F-14





<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS

NOTE  7 -  COMMON STOCK

In March 1999, the Company received subscriptions for 5,000 shares of the
Company's common stock at $5 per share. Subsequently, in April 1999, the monies
were received and the stocks were issued.

During the year ended March 31, 2000, the Company received $95,000 for the
exercise of 145,000 stock options. In addition, the Company received commitments
for $70,000 for the sale of 14,000 shares to outside investors.

From May 1999 to December 1999, the Company issued 692,000 shares to employees
and outside third parties for past and services pursuant to consulting
agreements and as approved by the Company's board of directors. These shares
were valued at prices ranging from $1.12 to $3.51 per share based upon closing
prices of the Company's common stock on the dates of the agreements.

In January 2000, the board of directors approved the issuance of 524,226 shares
of common stock for the payment of past director fees, annual salaries and
various unreimbursed expenses from officers and directors. In addition, the
board of directors approved an award of 734,562 shares of common stock to
officers and directors on that same date. These issuances were valued at $2.13
per share, based upon the closing price of the Company's common stock on the
date of approval.

During the year ended March 31, 2001, the Company received $7,500 for the
exercise of 7,500 stock options. In addition, the Company issued 100,000 shares
of restricted stock at $0.25 per share and recorded a stock subscription
receivable. Restriction on this stock will not be removed until the $25,000 is
received.

From May to July 2000, the Company borrowed $412,500 from a non-related party.
This debt was converted to 250,000 shares of common stock on August 11, 2000 at
a fair market value of $0.53 per share. The Company recognized a gain on
conversion of debt of $280,000.

On August 17, 2000 the Company issued 34,000 shares of common stock with a fair
market value of $1.03 in settlement of a lawsuit.

On September 13, 2000 the Company issued a stock bonus to William Wilson, a
former President of the Company. A total of 100,000 shares with a fair market
value of $0.62 per share was issued.

Triton converted a portion of its promissory notes on January 9, 2001 into
336,950 shares of common stock of the Company with a fair market value of $0.30
per share.

On February 20, 2001, the Company settled a lawsuit by issuing 50,000 shares of
its common stock with a fair market value of $.34 per share.

                                      F-15





<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS

NOTE  7 -  COMMON STOCK (Continued)

Stock Options
-------------

The Company has a Non-qualified Stock Option plan whereby the Company may grant
options to any directors, officers, employees or consultants to purchase the
Company's common stock over a ten-year period, at the fair market value at the
time of grant. The aggregate number of Company's common shares, which may be
granted under the plan is 360,000 shares. As of March 31, 2001, options for
360,000 shares have been granted under the plan. Due to terminations and
resignations, 120,000 shares remain exercisable as of March 31, 2001. No
additional stock options have been granted under this plan during the year ended
March 31, 2002.

From time to time the Company issues non-plan stock options pursuant to various
agreements and other compensatory agreements to employees and third parties.

During the year ended March 31, 2000 the Company granted options to purchase
301,000 shares of common stock at exercise prices per share ranging from $0.75
to $2.20.

In connection with the granting of these options the Company recognized expenses
of $158,890 for the year ended March 31, 2001.

In April 2000, the Company entered into a public relations agreement with
International Media Solutions, Inc. Under that agreement, International Media
Solutions, Inc. was granted options to purchase 150,000 shares of common stock
at $.25 per share with the fair market value of $45,938 (pursuant to SFAS 123
based upon the Black-Scholes option pricing method). The options vested on the
grant date and are exercisable through December 31, 2000.

Should the average bid price of the common stock five days prior to the exercise
date be above $5 per share, said options shall be exercised at a price of $3.00
per share. Should the average bid price of the common stock five days prior to
the exercise date be above $7 per share, said options shall be exercised at a
price of $4 per share. The Company has agreed to allow International Media
Solutions, Inc. to forward the funds for the common stock as the shares cross
into the market.

                                      F-16





<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS

NOTE  7 -  COMMON STOCK (Continued)

The following is a summary of stock options activity during the year ended March
31, 2002:

                                                                Weighted Average
                                             Number of Shares        Prices
                                             ----------------   ----------------

     Balance outstanding at March 31, 1999        484,000            $0.63
       Granted                                    661,000            $1.24
       Exercised                                 (145,000)           $0.66
       Expired                                       -                 -
                                                ----------
     Balance outstanding at March 31, 2000      1,000,000            $1.03
       Granted                                    150,000            $0.83
       Exercised                                 (107,500)           $0.30
       Expired                                   (585,000)             -
                                                ----------
     Balance outstanding at March 31, 2001        457,500            $1.46
       Granted                                       -                 -
       Exercised                                     -                 -
       Expired                                   (207,500)             -
                                                ----------
     Balance outstanding at March 31, 2002        250,000            $1.64
                                                ==========

The following table summarizes information about stock options outstanding at
March 31, 2002:

<TABLE>
<CAPTION>
                                                     Outstanding                             Exercisable
                                       --------------------------------------          -----------------------
                                                      Weighted      Weighted                          Weighted
                                         Total         Average      Average              Total        Average
                                         Number       Remaining     Exercise             Number       Exercise
   Ranges of Exercise Prices           Outstanding   Life (Years)    Price             Exercisable     Price
   -------------------------           -----------   -----------    --------           -----------    --------
<S>          <C>                         <C>               <C>        <C>                <C>              <C>
             $0.50                        60,000           -          $0.50              60,000           $0.50
             $2.00                       190,000           -          $2.00             190,000           $2.00
                                        --------                                       ---------

                                         250,000                                         250,000
                                        ========                                       ==========
</TABLE>

Pro forma information regarding net income (loss) is required by SFAS 123, and
has been determined as if the Company had accounted for its employees' stock
options under the fair value method of SFAS 123. The fair value for these
options was calculated at the date of grant using the Black-Scholes option
pricing model with the assumptions in the following table.

The value of the fiscal year 2001 options are estimated on the date of grant
using the Black-Scholes option pricing model with the following assumptions:

                                                                          2001
                                                                        --------

                  Expected dividend yield                                  0.00%
                  Expected stock price volatility                        179.12%
                  Risk-free interest rate                                  6.09%
                  Expected life of warrants                                   2

                                         F-17





<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS

NOTE  7 -  COMMON STOCK (Continued)

No stock, options or warrants were issued and no corresponding expense was
recorded for the year ended March 31, 2002.

For purposes of pro forma disclosures, the estimated fair value method of the
options is amortized to expense over the option vesting period. Adjustments are
made for options forfeited prior to vesting. The effect on compensation expense
and net loss had compensation cost for the Company's stock option issuances been
determined based on fair value on the date of grant consistent with the
provisions of SFAS 123 is as follows:

<TABLE>
<CAPTION>
                                                         2002               2001
                                                      ----------         -----------
        <S>                                           <C>                <C>
        Net Loss:
          As reported                                 $(2,318,071)       $(1,037,792)
          Additional compensation under SFAS 123            -                 -
                                                      ------------       ------------
          Proforma Net Loss                           $(2,318,071)       $(1,037,792)
                                                      ============       ============
        Loss Per Share:
          As reported                                      $(0.14)            $(0.07)
                                                           =======            =======
          Proforma Net Loss Per Share                      $(0.14)            $(0.07)
                                                           =======            =======
</TABLE>

Warrants
--------

In September 1998, the Board of Directors approved an offering of 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 share of Common Stock and one
Class "B" Common Stock Purchase Warrant (the "Class "B" Warrants") commencing
the day immediately after the first anniversary of the closing of the 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 share of
Common Stock commencing immediately upon their issuance (the "B Exercise Date")
and have an exercise price of $3.00 per share of Company Common Stock. The Class
"B" Warrants expire on the first anniversary of the B Exercise Date.

Prior to permitting the exercise of either the Class "A" or Class "B" Warrants,
the Company is required to either register the underlying Common Stock or seek
an exemption from registration under both federal and state law. The Common
Stock and the Class "A" Warrants are immediately detachable. At March 31, 2000,
the Company had granted 98,000 Class "A" Warrants to investors.

                                      F-18





<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS

NOTE  7 -  COMMON STOCK (Continued)

Warrants (Continued)
--------

The following is a summary of all warrants granted to shareholders, consultants
and others to acquire the Company's common stock for the year ended March 31,
2002:

                                    Number of Shares
                                       Subject to
                                        Warrants        Price Range
                                    ----------------  --------------

         Balance - April 1, 1999            98,000         $1.00
           Granted                         100,000    $2.25 - $4.00
           Exercised                          -            $1.00
                                         ---------
         Balance - March 31, 2000          198,000     $1.00 - $4.00
           Granted                            -
           Exercised                          -
           Expired                            -
                                         ---------
         Balance - March 31, 2001          198,000     $0.50 - $4.00
           Granted                            -
           Exercised                          -
                                         ---------
         Balance - March 31, 2002          198,000     $0.50 - $4.00
                                         =========

During the nine months ended December 31, 2000, the warrants for 98,000 shares
were repriced from $1.00 to $.50. These warrants had the expiration date
extended until May 31, 2002.

The following table summarizes information about stock warrants outstanding at
March 31, 2002:

<TABLE>
<CAPTION>
                                              Outstanding                             Exercisable
                                --------------------------------------          -----------------------
                                               Weighted      Weighted                          Weighted
                                  Total         Average      Average              Total        Average
                                  Number       Remaining     Exercise             Number       Exercise
   Ranges of Exercise Prices    Outstanding   Life (Years)    Price             Exercisable     Price
   -------------------------    -----------   -----------    --------           -----------    --------
         <S>                      <C>               <C>       <C>                 <C>           <C>
             $0.50                 98,000           -         $0.50                98,000       $0.50
         $2.25 - $4.00            100,000           -         $3.56               100,000       $3.56
                                 --------                                       ---------

                                  198,000                                         198,000
                                 ========                                       =========

</TABLE>

                                      F-19





<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS

NOTE  7 -  COMMON STOCK (Continued)

Warrants (Continued)
--------

The value of the fiscal year 2002 and 2001 warrants are estimated on the date of
grant using the Black-Scholes pricing model with the following assumptions:

                                                          2002           2001
                                                        --------       --------

                    Expected dividend yield                N/A            0.00%
                    Expected stock price volatility        N/A        121%-129%
                    Risk-free interest rate                N/A            6.50%
                    Expected life of warrants              N/A        1-3 years

Securities that could potentially dilute basic earnings per share ("EPS") in the
future, and were not included in the computation of diluted EPS because to do so
would have been anti-dilutive for the periods presented, consist of the
following:

                  Options to purchase common stock                      250,000
                  Warrants to purchase common stock                     150,000
                  Common stock reserved for the conversion of
                    note payable to ATI                              15,000,000
                  Convertible note payable (assumed conversion
                    at March 31, 2002)                               75,800,000
                                                                     ----------
                  Total as of March 31, 2002                         91,200,000
                                                                     ==========
NOTE  8 -  INCOME TAXES

The provision for taxes represents the Company's Federal income and state
franchise tax expense. During the years ended March 31, 2002 and 2001, no
provision for taxes was required, except for minimum state franchise tax, since
the Company has recorded valuation allowances against its large net operating
loss carryforwards for tax purposes.

For Federal income tax purposes, approximately $6,000,000 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 of the uncertain realization of these benefits.
Accordingly, at March 31, 2002, the $2,040,000 tax benefit of the cumulative
carryforwards has been offset by a valuation allowance of the same amount.

                                      F-20





<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS

NOTE  9 -  RELATED PARTY TRANSACTIONS

The Company has received advances from two of its shareholders, totaling
$196,879 (see Notes 5 and 13).

The Company has also entered into a consulting contract with one of its
directors as a means of inducing the director to devote additional time and
effort to the Company over and above the time normally expected of a director.
This contract provides for payments of $2,000 per month to said director under
contract, and has no stated termination date, but is cancelable by either party
on 30 days written notice. The amount expensed by the Company under this
contract was $24,000 during the year ended March 31, 2002. The total amount due
to this director for his services as of March 31, 2002 was $42,000.

The Company has entered into certain transactions with related companies, ATI
and ATI Nuklear AG. The Company and ATI share a commonality of management (see
Note 5 for a description of those transactions).

NOTE 10 -  ACCRUED EXPENSES

Accrued expenses consist of the following at March 31, 2002:

              Accrued directors' fees                            $   52,000
              Accrued salary                                        416,375
              Accrued interest and penalties ($40,000               559,114
                      related parties)
              Accrued payroll taxes                                   7,861
              Other advances                                         14,650
                                                                 ----------
                                                                 $1,050,000
                                                                 ==========

                                      F-21





<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS

NOTE 11 -  COMMITMENTS AND CONTINGENCIES

Consulting Agreements
---------------------

In June 1998, the Company entered into a consulting agreement with John
Longenecker. Under the agreement, Mr. Longenecker will provide services to the
Company as a member of the board of directors. Under the terms of the agreement,
Mr. Longenecker will receive an initial retainer fee of $7,000 and $2,000 per
month plus any out of pocket expenses incurred. Mr. Longenecker assumed the
position of President and Chief Executive Officer in December 2000, and the
monthly payment of $2,000 on this consulting agreement is suspended. This
Agreement was cancelled as of March 15, 2002.

In December 1999, the Company entered into a consulting agreement with Shelby
Brewer. Under the agreement, Mr. Brewer will provide services to the Company as
a member of the board of directors. Under the terms of the agreement, Mr. Brewer
will receive $2,000 per month plus any out of pocket expenses incurred. Pursuant
to the agreement, Mr. Brewer also received options to purchase 200,000 shares of
the Company's Common Stock at $2 per share.

All other prior consulting agreements have expired or been terminated.

                                      F-22





<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS

NOTE 11 -  COMMITMENTS AND CONTINGENCIES (Continued)

Indemnification Agreement
-------------------------

In September 1998, the Company entered into an agreement with the Company's
directors and officers (collectively "Indemnitees") to hold, at the Indemnitee's
request, the Indemnitee harmless from any and all losses and expenses incurred
by the Company. Furthermore, if the Company fails to defend the Indemnitee in a
timely manner, the Company agrees to reimburse the Indemnitee for expenses and
losses incurred by the Indemnitee.

NOTE 12 - BASIC AND DILUTED LOSS PER COMMON SHARE

The following is a reconciliation of the numerators and denominators of the
basic and diluted loss per common share computations:

                                                    2002               2001
                                                -----------        -----------

     Numerator for basic and diluted loss
       earnings per common share - net loss     $(2,318,071)       $(1,037,792)
                                                ============       ============
     Denominator for basic and diluted
       earnings per common stock - weighted
       average shares                            16,070,238         15,590,054
                                                ============        ===========
     Basic and diluted loss per common stock         $(0.14)            $(0.07)
                                                     =======            =======

NOTE 13 -  ATI NUKLEAR AG

Effective August 15, 2000, the Company entered into a licensing agreement (the
"AG License"), whereby the Company granted to ATI Nuklear AG (a German company
then owned 51% by the Company and 49% by ATI) the exclusive right and license to
market and sell the Company's technology for a period of five years in a
specified territory. As consideration for the license, ATI Nuklear AG was to pay
a total of $1,000,000 through August 20, 2001. The Company recorded this
transaction as a deferred revenue to be recognized over the period of 5 years
(the term of the AG License). As of March 31, 2002, $350,000 has been recognized
as revenue, which leaves a deferred revenue of $650,000 remaining, of which
$200,000 is current. In connection with the licensing agreement, the Company
incurred $399,764 of research and development expenses which were paid on its
behalf by ATI. These expenses were offset against the $1,000,000 receivable from
ATI for the sale of the license.

On June 11, 2001, the Company entered into an agreement to modify the AG License
(the "Modification Agreement"). The Modification Agreement granted to Nurescell
AG an exclusive, transferable, right and license to market, distribute,
sublicense, sell, transfer and, otherwise, commercially market the Company's
technology and products in the European Union, the British Isles, Russian
Federation, Uzbekistan, Krygikistan, Afghanistan, Pakistan, Kazakhstan, Iran,
Turkey, Ukraine, the Baltic Republics, Georgia, Poland, Hungary, Czech Republic,
Slovakia, Slovenia, Egypt, South Africa, Israel, Algeria, Libya, the UAE, Iraq,
Lebanon, Saudi Arabia and Kuwait.

                                      F-23





<PAGE>

                                 NURESCELL INC.
                      (A Company in the Development Stage)

                          NOTES TO FINANCIAL STATEMENTS

NOTE 13 -  ATI NUKLEAR AG (Continued)

Under the Modification Agreement, ATI Nuklear AG is to pay the Company a royalty
in the amount of 8% of the net sales of the technology. In the event that the
technology or products are incorporated into another product, the royalty is to
be computed on the entire price of the products, as well as the coating or
application of the product on another substance or substances. Under the terms
of the Modification Agreement, the Company also agreed to relinquish all
ownership in ATI Nuklear AG, as well as execute a convertible promissory note
for all amounts advanced by ATI Nuklear AG under the AG License (the
"Convertible Note"). As part of the agreement, ATI agreed to continue to finance
certain amounts of the Company's continued monthly operations on a non-interest
bearing basis, advancing a total of $133,033 through March 31, 2002 (see Note 5
and 9).

A termination fee of $1,000,000 has been recorded as a note payable to ATI under
the Modification Agreement. This amount is not a recurring expense and,
accordingly, has been classified as other expense in the accompanying statement
of operations for the year ended March 31, 2002.

As of September 30, 2001, the Company, ATI and ATI Nuklear AG modified the
Modification Agreement, the result of which was, among other things, (i) the
Company was released from any and all past, present and future obligations,
whether past due or otherwise, with respect to the funding of ATI Nuklear AG,
(ii) the Company agreed that all payments required of ATI Nuklear AG, pursuant
to the AG License (other than the 8% royalty payments), were deemed paid in
full, (iii) the Convertible Note was cancelled and (iv) the Company executed a
$1 million secured convertible promissory note payable to ATI Nuklear AG (see
Note 6 to the financial statements).

                                      F-24





<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

The Company is a development stage company, with its operations to date
principally consisting of research, development, testing and marketing of its
technology (the "Nurescell Technology"). The Company is presently focused on
marketing its product to the medical and nuclear industries. From inception to
March 31, 2002, the Company has obtained approximately $908,500 in financing
through the sale of equity securities through two private offerings (the
"Offerings"), each of which has been completed, approximately $102,500 through
the exercise of stock options, and another $875,000 through the issuance of
convertible promissory notes (the "Notes"). Finally, the Company has received
$540,000 in advances and incurred approximately $400,000 in various expense
chargebacks from a major shareholder through March 31, 2002. Through March 31,
2002, the Company utilized all of these proceeds to (i) commence and pursue
patent applications for the Nurescell Technology, (ii) identify, negotiate and
finalize suitable research, development and testing contracts, (iii) identify,
negotiate and finalize 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
$2,318,071 for the year ended March 31, 2002. From May 12, 1998 (inception)
through March 31, 2002, the Company has had a cumulative loss of $10,446,581. To
date the Company has concluded negotiations for the distribution of its product
in Europe, Russia, and the United Kingdom, however, its product has not yet been
commercialized in those territories.

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 YEAR ENDED MARCH 31, 2002 AND 2001: Net sales of
$4,895 for the ended March 31, 2002 were approximately equal to the net sales of
$4,916 for the year ended March 31, 2001.

Operating expenses of $1,041,915 for the year ended March 31, 2002 were $174,256
lower than the operating expenses of $1,216,171 for the year ended March 31,
2001, due primarily to decreases in general and administrative expenses which
were primarily attributable to a significant reduction in personnel, which
resulted in a decrease in overhead, including salaries, bonuses, stock options,
rent, travel, and legal expenses.

Interest expense of $481,051 for the year ended March 31, 2002 was $239,764
higher than the interest expense of $241,287 for the year ended March 31, 2001
due to the penalty due to Triton for the Company's failure to complete the
registration of the warrants on the convertible notes.

Licensing fees generated revenue of $200,000 for the year ended March 31, 2002,
which was $50,000 higher than the licensing fee revenue of $150,000 for the year
ended March 31, 2001 due to the license agreement between the Company and ATI
Nuklear AG. See Note 13 to the Company's Financial Statements.

                                      -13-





<PAGE>

As a result of the above factors, the net loss for the year ended March 31, 2002
was $2,318,071, or $0.14 per share, as compared to a net loss of $1,037,792 or
$0.07 per share for the year ended March 31, 2001.

FINANCIAL POSITION. Total assets decreased from $671,177 at March 31, 2001 to
$57,697 at March 31, 2001. The decrease is primarily attributed to a decrease in
cash of $14,707 and a decrease in accounts receivable of $443,180, a write down
of obsolete inventory of $4,515, and a decrease in prepaid expenses of $10,132.

Total liabilities increased from $2,184,929 at March 31, 2001 to $3,889,520 at
March 31, 2002. The increase is primarily attributed to an increase in amounts
payable to ATI of $1,000,000 (due to the change in the ATI agreement), an
accounts payable increase of $101,545, an increase in accrued expenses of
$661,356 offset in part by a decrease in unearned revenue of $200,000.

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 and meets the
Company's debt obligations far exceeds existing cash overdraft, which was $(849)
at March 31, 2002.

Amounts due to shareholders and officers at March 31, 2002 consists of
short-term cash advances of $133,003 from Advanced Technology Industries, Inc.
("ATI") (a major shareholder which owns the company to which the Company's
technology is licensed). This advance is non-interest bearing and payable on
demand. Also included in the balance is a $63,876 cash advance from Mr. Adrian
Joseph, a shareholder and former officer of the Company, payable on demand, and
bearing interest at 10% per annum. Interest accrued on this loan for the year
ended March 31, 2002 was $6,388. Total interest accrued on this note is $8,048.
Also included in the balance is a $14,748 cash advance from Mr. James Samuelson,
a current officer and director of the Company. This advance is non-interest
bearing and is payable on demand.

During the year ended March 31, 2002, the Company has obtained liquidity
primarily from the proceeds received from borrowings and advances from ATI,
summarized in the first paragraph of this Item discussion.

On January 31, 2002, the Company defaulted on its first payment with respect to
convertible note payable to ATI Inc. Both parties have entered into discussions
to remedy the default, and no action against the Company is pending at this
time. On December 1, 2001 the Company has defaulted with respect to two
convertible notes payable to Triton Private Equity Fund. Both parties have
entered into discussions to remedy the default. Failure to reach a remedy may
result in litigation against the Company. See Note 6 to the Financial
Statements.

The Company does not believe that the proceeds to be received from ATI, together
with projected revenues from operations, will be sufficient to fund the
Company's operations and capital requirements. There can be no assurance that
funds can be obtained to fund the Company's operations and capital requirements
until March 31, 2003 or that any funds obtained will not be expended prior
thereto due to unanticipated changes in economic conditions or other unforeseen
circumstances.

The Company's financial statements for the year ended March 31, 2002 have been
prepared assuming the Company will continue as a going concern. 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 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 $750,000 in additional
funding over the next two years in order to complete the necessary testing and
marketing of its Nurescell Technology. 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.

                                      -14-





<PAGE>

                                    PART III

INDEX TO EXHIBITS AND DESCRIPTION OF EXHIBITS.

     The following exhibits are included as part of this Report:

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

          3.1       Articles of Incorporation, as amended(1)

          3.2       Bylaws(1)

          4.1       Form of Class "A" Common Stock Purchase Warrant

                    Certificate (1)

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

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

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

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

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

          4.7       Secured Promissory Note dated September 30, 2001 for
                    $1,000,000 from the Company to ATI Nuklear AG

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          10.8      1998 Stock Option Plan (1)

                                       III-1





<PAGE>
          10.9      Form of Indemnification Agreement between the Company and
                    its officers and directors (1)

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

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

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

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

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

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

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

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

          10.18     Investment Agreement between the Company and Nurescell AG
                    Dated August 15, 2000 (7)

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

          10.20     Transaction Restructure Agreement between the Company,
                    Advanced Technology Industries, Inc. and ATI Nuklear AG
                    dated as of September 30, 2001.

           99.1     Certification required by Section 906 Sarbanes-Oxley Act of
                    2002

                                      III-2





<PAGE>

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

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

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

          (9)  Incorporated by reference from the Company's Report on Form
               10-QSB for the quarter ended December 31, 2000 (File No.
               0-25377)

                                     III-3





<PAGE>

                                   SIGNATURES

     In accordance with Section 13 of the Securities and Exchange Act of 1934,
As amended ("Exchange Act") the Registrant has caused this report to be signed
on its behalf by the undersigned, there unto duly authorized, in the City of
Irvine, State of California, on the 14th day of August, 2002.

                          NURESCELL INC.

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

                           By: /s/ SHELBY BREWER
                              -------------------------------------------
                              SHELBY BREWER, DIRECTOR

     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.

SIGNATURE                           TITLE
---------                           -----

/s/ JAMES SAMUELSON              Chief Financial Officer
-------------------------
* JAMES SAMUELSON

/s/ SHELBY T. BREWER             Director
-------------------------
*Shelby T. Brewer