<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No._____)*
NURESCELL INC.
- -----------------------------------------------------------
(Name of Issuer)
COMMON STOCK, $.0001 par value
- -----------------------------------------------------------
(Title of Class of Securities)
67057R 10 1
---------------------------------
(CUSIP Number)
Adrian A. Joseph, Ph.D.; 2030 Main Street
13th Floor, Irvine, California 92614 (949) 260-4925
- -----------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 12, 1999
-----------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement or Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following page(s))
Page 1 of 6 Pages
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CUSIP NO. 67057R 10 1 13D Page 2 of 6 Pages
---- ----
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Adrian A. Joseph, Ph.D.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/ /
(b)/ /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
-------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 8,049,000
OWNED BY
EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
8,049,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,049,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 67057R 10 1 13D Page 3 of 6 Pages
---- ---
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dianna Joseph
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/ /
(b)/ /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
-------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 8,049,000
OWNED BY
EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
8,049,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,049,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
Title of Class: Common Stock, par value $.0001
Issuer: Nurescell Inc.
Principal Executive Offices:
2030 Main Street, 13th Floor
Irvine, California 92614
ITEM 2. IDENTITY AND BACKGROUND.
(a) Adrian A. Joseph, Ph.D. and Dianna Joseph (the "Josephs")
(b) The Josephs' business address is 2030 Main Street, 13th Floor,
Irvine, California 92614.
(c) Adrian A. Joseph is the President of Nurescell Inc.
("Nurescell"). Nurescell is in the business of developing and commercially
exploiting a proprietary radiation shielding technology and is located at 2030
Main Street, 13th Floor, Irvine, California 92614. Dianna Joseph is the wife of
Adrian A. Joseph.
(d) During the last five years, neither Adrian A. Joseph nor Dianna
Joseph has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five years, neither Adrian A. Joseph nor Dianna
Joseph has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in him or her being subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Adrian A. Joseph and Dianna Joseph are Canadian citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The consideration for the 7,889,000 shares of Nurescell common stock
currently owned by the Josephs (the "Existing Common Stock") was Dr. Joseph's
transfer to Nurescell of certain technology developed by him. It is anticipated
that the Josephs will use their personal
Page 4 of 6
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funds at such time, if ever, as they acquire up to an additional 160,000
shares of Nurescell common stock pursuant to outstanding stock options (the
"Option Shares").
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition of the Existing Common Stock by the
Josephs was for investment. It is anticipated that any acquisition of the
Option Shares will also be for investment. The Josephs intend to review their
holdings with respect to Nurescell on a continuing basis. Depending on their
evaluation of Nurescell's business and prospects, and upon future developments
(including, but not limited to, market prices of the Existing Common Stock and
availability and alternative uses of funds; as well as conditions in the
securities markets and general economic and industry conditions), the Josephs
may acquire additional shares of Nurescell's common stock (by acquisition of the
Option Shares or otherwise); sell all or a portion of their shares of Existing
Common Stock, or other shares of Nurescell common stock hereafter acquired; or
maintain their position at current levels.
The Josephs have no present plans or proposals which relate to, or
would result in, any of the matters enumerated in subsections (a) through (j),
inclusive, of Item 4 of Schedule 13D. The Josephs may, at any time and from
time to time, review or reconsider their position with respect to Nurescell, and
formulate plans or proposals with respect to any of such matters.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The 8,049,000 shares beneficially owned by the Josephs (the
"Shares") constitute approximately 61% of Nurescell's Common Stock outstanding
as of March 18, 1999.
(b) The Josephs share the voting and dispositive power with respect
to the Shares.
(c) The Josephs have engaged in no transactions with respect to
Nurescell's common stock in the past sixty days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the Josephs and any
person with respect to any securities of Nurescell, including, but not limited
to, transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits,
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division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
No exhibits are required to be filed.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: March 25, 1999
/s/ Adrian A. Joseph, Ph.D.
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Adrian A. Joseph, Ph.D.
/s/ Dianna Joseph
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Dianna Joseph
Page 6 of 6
