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House of Taylor Jewelry, Inc. – ‘S-8’ on 7/29/03

On: Tuesday, 7/29/03, at 2:43pm ET · Effective: 7/29/03 · Accession #: 1019687-3-1535 · File #: 333-107430

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/29/03  House of Taylor Jewelry, Inc.     S-8         7/29/03    5:21K                                    Publicease Inc/FA

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            4     26K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-4.3      Instrument Defining the Rights of Security Holders     3     15K 
 3: EX-5        Opinion re: Legality                                   1      7K 
 4: EX-23.1     Consent of Experts or Counsel                          1      4K 
 5: EX-23.2     Consent of Experts or Counsel                          1      6K

S-8 — Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Description of Securities Exemption From Registration Claimed Incorporation of Documents by Reference Indemnification of Directors and Officers Index to Exhibits and Description of Exhibits Interests of Named Experts and Counsel Plan Information Registrant Information and Employee Plan Annual Information Undertakings
1	1st Page - Filing Submission
2	Item 1. Plan Information
"	Item 2. Registrant Information and Employee Plan Annual Information
"	Item 3. Incorporation of Documents by Reference
3	Item 4. Description of Securities
"	Item 5. Interests of Named Experts and Counsel
"	Item 6. Indemnification of Directors and Officers
"	Item 7. Exemption From Registration Claimed
"	Item 8. Index to Exhibits and Description of Exhibits
4	Item 9. Undertakings

S-8 1st Page of 4 TOC ↑Top Previous Next ↓Bottom Just 1st
As filed with the Securities and Exchange Commission on July 29, 2003
Registration No. 333 - ________
================================================================================

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

NURESCELL INC.
(Exact name of Registrant as specified in its charter)

Nevada 33-0805583
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)

P.O. Box 116
North Haven, Connecticut 06473
(203) 239-9734
(Address of principal executive offices, including zip code and
telephone number)

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

2003 Stock Compensation Plan
(Full title of the plan)

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

Larry Shatsoff, President
Nurescell Inc.
P.O. Box 116
North Haven, Connecticut 06473
(203) 239-9734
(Name, address and telephone number, including area code, of agent for service)

[Enlarge/Download Table]
CALCULATION OF REGISTRATION FEE

---------------------------------------------------------------------------------------------------------------------
Title of each Amount to be Proposed maximum Proposed maximum Amount of
class of securities registered offering price aggregate offering registration fee
to be registered per share (1) price
---------------------------------------------------------------------------------------------------------------------

Common Stock, 80,000,000 shares $0.001 $80,000 $7.00
$.0001 par value (2)
---------------------------------------------------------------------------------------------------------------------
TOTAL 80,000,000 shares $0.001 $80,000 $7.00
---------------------------------------------------------------------------------------------------------------------

(1) Estimated solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(c) based on the average of the bid and asked price as
reported on the OTC Bulletin Board as of July 28, 2003.

(2) Represents shares of Common Stock that may be issued directly to officers,
directors, employees and consultants of Nurescell Inc. Please refer to the "Plan
Information" section of this Registration Statement for additional information.

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

On July 21, 2003, the Board of Directors of Nurescell Inc. ("Nurescell" or the
"Company") adopted the 2003 Stock Compensation Plan (the "Plan"). Pursuant to
the Plan, Nurescell is offering a total of up to 80,000,000 shares of its $.0001
par value common stock (the "Shares") to those officers, directors, employees
and consultants (including attorneys who provide legal services to Nurescell)
who have agreed to accept Shares in lieu of a cash payment for services
previously rendered or to be rendered (collectively, the "Participants"). The
Shares will not be subject to any resale restrictions.

A copy of the Plan has been distributed to all Participants. The Plan is not
subject to any provisions of the Employee Retirement Income Security Act of 1974
nor is it qualified under Section 401(a) of the Internal Revenue Code. The
purpose of the Plan is to compensate Participants who have been hired or engaged
to perform services for Nurescell. The Shares issued to each Participant will be
valued as agreed upon with that Participant. For tax purposes, such agreed upon
value will be treated as ordinary income by the Participant and will be treated
as a compensation expense by Nurescell.

Only the Shares are being registered by the Registration Statement of which this
Prospectus is a part. The Shares will be issued directly by Nurescell without
fees, commissions or other charges, and will not be purchased on the open market
or otherwise. To obtain additional information regarding the Plan and its
administrators, Participants should contact Nurescell's President, Larry
Shatsoff, at P.O. Box 116, North Haven, Connecticut 06473; telephone: (203)
239-9734.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Upon written or oral request, Nurescell will provide to each Participant, free
of charge, the documents specified in Item 3 of Part II of the Registration
Statement of which this Prospectus is a part, with such documents being
incorporated by reference in the Registration Statement. In addition, upon
written or oral request, Nurescell will provide to each Participant, free of
charge, the documents required to be delivered pursuant to Rule 428(b) under the
Securities Act of 1933 (the "1933 Act"). Any request for such documents should
be directed to Larry Shatsoff, Nurescell's President, at P.O. Box 116, North
Haven, Connecticut 06473; telephone: (203) 239-9734. Nurescell is not required
to file any of the foregoing documents with the Securities and Exchange
Commission (the "SEC") either as part of the Registration Statement or as
prospectuses or prospectus supplements under Rule 424 of the 1933 Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents are hereby incorporated by reference in this
Registration Statement:

S-8 3rd Page of 4 TOC 1st Previous Next ↓Bottom Just 3rd
(i) The Company's report on Form 10-KSB for the year ended March 31, 2003,
as filed with the SEC on July 2, 2003;

(ii) The Company's Registration Statement on Form 10-SB, as filed with the
SEC on February 11, 1999 and amended on May 4, 1999 (which includes a
description of the Company's common stock); and

(iii) All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934
after the date of this Registration Statement, and prior to the filing
of a post- effective amendment which indicates that all securities
offered hereby have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of
the filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Applicable state law provides for indemnification of the Company's directors and
officer for certain liabilities and expenses that they may incur in such
capacities. In general, directors and officers are indemnified with respect to
actions taken in good faith in a manner reasonably believed to be in, or not
opposed to, the best interests of the Company, and with respect to any criminal
action or proceeding, actions that the indemnitee had no reasonable cause to
believe were unlawful. Furthermore, the personal liability of the directors is
limited as provided in the Company's Articles of Incorporation. From time to
time, the Company has entered into indemnification agreements with its directors
and executive officers providing indemnity consistent with the foregoing.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. INDEX TO EXHIBITS AND DESCRIPTION OF EXHIBITS.

The following Exhibits are included as part of this Registration
Statement:

Exhibit No. Description
----------- -----------

4.1 Articles of Incorporation of the Company, as amended *

4.2 Bylaws of the Company *

4.3 Nurescell Inc. 2003 Stock Compensation Plan

5 Opinion of David S. Hamilton, Esq., counsel to the
Company, regarding legality of securities being
registered

23.1 Consent of David S. Hamilton, Esq. (included in
Exhibit 5)

23.2 Consent of Marcum & Kliegman LLP, independent auditors

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

S-8 Last Page of 4 TOC 1st Previous Next ↓Bottom Just 4th
ITEM 9. UNDERTAKINGS.

The Company hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include
any additional or changed material information with respect to the plan
of distribution disclosed in this Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post- effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial BONA FIDE offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that is meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of North Haven, State of Connecticut, on July 25, 2003.

NURESCELL INC.

By: /s/ LARRY SHATSOFF
----------------------------
Larry Shatsoff, President and
Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ LARRY SHATSOFF Director July 25, 2003
-------------------
Larry Shatsoff

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-8’ Filing	Date	First	Last	Other Filings

Filed on / Effective on:	7/29/03	1
	7/28/03	1
	7/25/03	4
	7/21/03	2
	7/2/03	3		10KSB
	3/31/03	3		10KSB, 10KSB/A, NT 10-K
	5/4/99	3		10-12G/A
	2/11/99	3		10-12G
				List all Filings

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Filing Submission 0001019687-03-001535 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

House of Taylor Jewelry, Inc. – ‘S-8’ on 7/29/03

On: Tuesday, 7/29/03, at 2:43pm ET · Effective: 7/29/03 · Accession #: 1019687-3-1535 · File #: 333-107430

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8Filing Table of Contents

S-8 — Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit PlanDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8
Filing Table of Contents

S-8 — Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents