X0202 3 2005-05-20 0 0001069249 NURESCELL INC HJWL 0001328692 Interplanet Productions, Ltd. 1990 SOUTH BUNDY DRIVE, SUITE 700 LOS ANGELES CA 90025 0 0 1 0 0001328566 Taylor Elizabeth 1990 SOUTH BUNDY DRIVE, SUITE 700 LOS ANGELES CA 90025 0 0 1 0 Common Stock 12000000 D Common Stock 0 2010-04-30 Common Stock 2000000 D All of the shares are held directly by Interplanet Productions, Ltd., which is controlled by Elizabeth Taylor as the sole stockholder. Elizabeth Taylor is the indirect beneficial owner of the reported securities. Issuer is obligated to issue up to 2,000,000 additional shares of common stock to Interplanet Productions, Ltd. if the closing price of Issuer's common stock is not less than $3.00 per share for at least 10 consecutive trading days at any time before April 30, 2010. Exhibit List: Exhibit 24 - Power of Attorney; Exhibit 99 - Joint Filer Statement Jason Winters, President 2005-05-31 Thomas Hoberman, Attorney-in-Fact 2005-05-31