-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G1YDqpxctZEXt4y2jV22p07MmfPNoVRUbooqsjkksfqC97SyljS2bUR+kLajFfIo LZ5/igqQHNcvHDUchengcQ== 0000789932-01-500029.txt : 20020413 0000789932-01-500029.hdr.sgml : 20020413 ACCESSION NUMBER: 0000789932-01-500029 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010831 FILED AS OF DATE: 20011227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLURE COSMETICS LTD CENTRAL INDEX KEY: 0000789932 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 222473081 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15281 FILM NUMBER: 1823082 BUSINESS ADDRESS: STREET 1: 31-51 C STEINWAY CITY: ASTORIA STATE: NY ZIP: 11103 BUSINESS PHONE: 7185456406 10-K 1 allure.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2001 Commission File Number 33-3424 ALLURE COSMETICS, LTD. __ (Exact name of registrant as specified in its charter) Delaware 22-2473081 __ (State or other jurisdiction (I.R.S. Employer of incorporation and organization Identification No.) 31-51 Steinway Street, L.I.C., New York 11103 __ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (718) 545-0507 __ Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered __ None ____________________________ ____________________ ____________________________ Securities registrant pursuant to Section 12(g) of the Act: None __ (Title of class) ______________________________________________________________ (Title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No The aggregate market value of the voting stock held by non- affiliates of the registrant as of August 31, 2001 was approximately $0.00 based on the closing bid price of $0.00 per share on August 31, 2001. Common Stock, $.001 Par Value 13,775,000 shares as of August 31, 2001. List and hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated:(1) Any annual report to security holders;(2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1934. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None. PART I Item 1. Business Introduction The Company was organized in the State of Delaware in September 1983 under the name Make-Up Center Manufacturing Corp. It's name was subsequently changed to Allure Cosmetics, Ltd. in December 1984. Allure discontinued all distribution and marketing of its products in January 1990. The Company is currently developing a new line of cosmetic and skin care products and exploring the possibility of marketing and distributing its products on the Internet. (See subsequent events and Form 8-K filed with the SECURITIES AND EXCHANGE COMMISSION on November 30, 2001). Products Allure discontinued all distribution and marketing of its products in January 1990. The Company is currently developing a new line of cosmetic and skin care products and exploring the possibility of marketing and distributing its products on the Internet. (See subsequent events and Form 8-K filed with the SECURITIES AND EXCHANGE COMMISSION on November 30, 2001). Distribution and Marketing Allure discontinued all distribution and marketing of its products in January 1990. The Company is currently developing a new line of cosmetic and skin care products and exploring the possibility of marketing and distributing its products on the Internet. (See subsequent events and Form 8-K filed with the SECURITIES AND EXCHANGE COMMISSION on November 30, 2001). Product Returns Allure discontinued all distribution and marketing of its products In January 1990. The Company is currently developing a new line of cosmetic and skin care products and exploring the possibility of marketing and distributing its products on the Internet. (See subsequent events and Form 8-K filed with the SECURITIES AND EXCHANGE COMMISSION on November 30, 2001). Backlog None Manufacturing None Proprietary Protection The Company does not have any patents or patents pending on any of its cosmetic or skin care products. Competition The Company is currently developing a new line of cosmetic and skin care products and exploring the possibility of marketing and distributing its products on the Internet. (See subsequent events and Form 8-K filed with the SECURITIES AND EXCHANGE COMMISSION on November 30, 2001). Product Development Allure does not maintain a research and development program nor are material funds expended for independent research or development. At the present time the Company is currently developing a new line of cosmetic and skin care products and exploring the possibility of marketing and distributing its products on the Internet. (See subsequent events and Form 8-K filed with the SECURITIES AND EXCHANGE COMMISSION on November 30, 2001). The Company will attempt to introduce new products twice a year in order to coordinate its cosmetic line with general fashion industry trends. Employees The Company's officer is the sole employee and is now engaged on a part-time basis. Item 2. Property Allure shares approximately 70 square feet of office space with The Gattini Corporation in L.I.C., New York on a month-to- month basis. This facility serves as the company's principal executive and administrative office. Rental for the facility is approximately $2,400 per annum payable in equal monthly installments. Item 3. Legal Proceedings None. Item 4. Submission of Matters to a Vote of security Holders None. Item 5. Market for the Registrant's Common Equity and Related Stockholders Matters (a) Units of the Company consisting of one share of Common Stock and one Class A Common Stock Purchase Warrant ("Warrants") were first offered to the public on June 17, 1986 at a price of $1.00 per Unit. Trading in the Units, Common Stock, and Warrants commenced on July 25,1986 at a bid price of 1 3/16 and a closing asked price of 1 5/16 for the Common Stock, a bid price of 1/16 and a closing asked price of 3/16 for the Warrants and a bid price of 1 1/4 and an asked price 1 7/16 for true Units. On May 15, 1989 the Class A and Class B Common Stock Purchase Warrants expired and on August 31, 1994 to the best of the Company's knowledge there were no market makers for the company's Units, Common Stock and Common Stock Purchase Warrants. There has been, and is now, only a limited market in the company's securities, which may be attributable to the small public "float" (the securities held by public purchases), the small number of stockholders and market makers. To the best of the Company's knowledge as of August 31, 2001 there were no market makers for the Company's Common Stock. (b) As of August 31, 2001, the approximate number of holders of record of Common Stock of the registrant was 300. Item 6. Selected Financial Data The selected financial data presented below are derived from the company's financial statement. The financial statements as of August 31, 1997, 1998, 1999, 2000 and 2001 are Unaudited. This data should be read in conjunction with financial statements and notes thereto appearing elsewhere herein. The Company has never paid cash dividends. Income Statement Data Year Ended August 31, __ 1997 1998 1999 2000 2001 (Unaudited)(Unaudited)(Unaudited)(Unaudited)(Unaudited) Net Sales $ 0 $ 0 $ 0 $ 0 $ 0 Cost of Sales. . . 0 0 0 0 $ 0 Gross Profit. . . 0 0 0 0 $ 0 Operating Expenses. . 12,111 10,735 14,400 15,477 15,747 Net Income Or (Loss). .(12,111) (10,735) (14,400) ($15,477) ($15,747) before extra- ordinary item. Extraordinary Item. . . . Net Income Or (Loss). (12,111) (10,735) (14,400) ($15,477) ($15,747) Net (Unaudited)(Unaudited)(Unaudited)(Unaudited)(Unaudited) Income (Loss) per Share. . . $(.0009) $(.0007) $(.001) $(.001) $(.001) Selected Balance Sheet Data: August 31, 2000 2001 (Unaudited) (Unaudited) Total Assets $ 700 $ 1,810 Total Liabilities $164,867 $ 181,724 Working Capital (deficiency) ($164,867) ($ 180,614) Stockholders' Equity ($164,167) ($ 179,914) Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Currently Allure Cosmetics, Ltd. is not doing any business and it is the intention of management to try to reorganize, and at this time it is the intention of management to explore the possibility of reorganization without the use of the protection afforded under bankruptcy laws, however it does not rule out the possibility should it choose to do so. The Company is currently developing a new line of cosmetic and skin care products and exploring the possibility of marketing and distributing its products on the internet. (see subsequent events and Form 8-K filed with the SECURITIES AND EXCHANGE COMMISSION on November 30, 2001). The Company had zero sales for the year ended August 31, 2001 the same as the year ended August 31, 2000 and operating losses increased to $15,747 for the year ended August 31, 2001 as compared to a loss of $15,477 the prior year. Liquidity and Capital Resources The company had working capital deficit of $180,614 at August 31, 2001 compared to a working capital deficit of $164,867 at August 31, 2000. The working capital ratio was 0.00:1 at August 31, 2001 as compared to working capital of 0.00:1 at August 31, 2000. At August 31, 2001, the Company had $1,110 available for use consisting of inventory purchased in anticipation of the testing and development of a new line of cosmetic and skin care products and exploring the possibility of marketing and distributing its products on the internet. (see subsequent events and Form 8-K filed with the SECURITIES AND EXCHANGE COMMISSION on November 30, 2001). To date all of the Company's obligations have been met by loans made to the Company by the Gattini Corporation and its President Pietro Gattini. The Company's capital resources are limited and that there are no assurances that it will have the ability to continue its operations through the continuous borrowing from its majority shareholders. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. None. Forward-Looking Statement The statements contained in this report on Form 10-K that are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those anticipated. Such risks and uncertainties include, but are not limited to, continued compliance with government regulations, customer demand, management of growth, intensity of competition from other cosmetic product vendors, timing and acceptance of new product introductions, general economic conditions and regulatory changes. As well as other relevant risks detailed in the Company's filings with the Securities Exchange Commission, including its Annual Report on Form 10-K for the period ended August 31, 2000, the Quarterly Reports on Form 10-Q for the periods ended November 30, 2000, February 29, 2001, May 31, 2001 and the Form 8-K filed with the Securities and Exchange Commission on November 30, 2001, and the information set forth herein should be read in light of such risks. PART III Item 10. Directors and Executive Officers of the Registrant Name Age Position Pietro Gattini 57 President, Chief Executive Officer, Secretary/Treasurer and Director Each director is elected for a one year period ending on the dated of the next annual meeting of stockholders of the Company, and until his successor is duly elected and qualified. Officers serve at the will of the Board of Directors. Pietro Gattini has been President, Chief Executive Officer, Secretary/Treasurer and Director of the Company since the Resignation of all Officers and Directors and the acquisition of the Controlling Interest by The Gattini Corporation in May, 1988 from Mr. Kurt Tauss and Mrs. Catherine Tauss. ("See Certain Transactions"). Item 11. Executive Compensation The Company has retained Mr. Pietro Gattini as the Company's President, Chairman and Chief Executive Officer and is currently the only Director, Officer and Employee. Compensation to be paid by the Company is $5,000 per month in addition to the use of the Company's Automobile. Mr. Gattini was also granted an option to purchase 7,000,000 shares of Allure Cosmetics, Ltd. common stock for $14,000. The option was exercised on July 14, 1988. The Company on June 1, 1993 changed the compensation of Pietro Gattini to $1,000 per month. The company has accrued and owes $12,000 to all officers and directors of the company (1 person) for the fiscal year ending August 31, 2001. Item 12. Security Ownership of Certain Beneficial Owners and Managers The Following table sets forth certain information regarding the beneficial ownership of the company's Common Stock as of August 31, 2001 by (1) each person who is known by the Company to own beneficially more than 5% of the Company's outstanding Common Stock; (2) each of the company's officers and directors; and (3) directors and officers of the Company as a group. Except as otherwise specified, the named beneficial owner has sole voting and investment power. Amount and Nature Of Beneficial Percentage of Name and Address__ Ownership (1) Ownership(2) *Pietro Gattini (2) 7,000,000 50.8% 1119 Dutchess Turnpike Poughkeepsie, New York 12603 *Gattini Corporation 3,000,000 21.8% 31-51 Steinway Street Astoria, New York 11103 Officers and Directors 7,000,000 50.8% As a group (1 person) ______________________ (1) Does not include up to 300,000 shares of Common Stock which may be granted to officers, shareholders and other persons affiliated with the company pursuant to the Company's Stock Option Plan. (2) Pietro Gattini is the President and shareholder of the Gattini Corporation. As such, Mr. Gattini and The Gattini Corporation may act in concert with respect to voting their 10,000,000 shares. Together, Mr. Gattini and The Gattini Corporation have approximately 72.6% of the voting control of the Company. *May be deemed a "Parent" and "Promoter" of the Company as those terms are defined in the Rules and Regulations under the Securities Act of 1933. Item 13. Certain Relationships and Related Transactions On May 27, 1988 all of the company's directors resigned and Pietro Gattini was appointed sole director. On May 27, 1988 at a Meeting of the shareholders of Allure Cosmetics, Ltd., the Gattini Corporation acquired controlling interest of Allure Cosmetics, Ltd. and Pietro Gattini was nominated and unanimously approved as director of the Company. (See Copy of Form 13-d Filed March 1, 1991 as of May 27, 1988). Pietro Gattini was retained as President and Chief Executive officer and is currently the only Director, Officer and Employee. Compensation to be paid by the Company is $5,000 per month in addition to the use of the company's automobile. Mr. Gattini was also granted an option to purchase 7,000,000 shares of Allure Cosmetics, Ltd. common stock for $14,000. The option was exercised by Mr. Gattini on July 14, 1988. On May 28, 1993 at a special meeting of the shareholders of Allure Cosmetics, Ltd., Pietro Gattini acquired the PROMISSORY NOTE DATED FEBRUARY 22, 1990 signed by Make-Up Center of 55th Street, Ltd. along with all rights, terms and conditions of the SETTLEMENT AGREEMENT of February 22, 1990, among Allure Cosmetics, Ltd., Make-Up Center of 55th Street Ltd., Kurt Tauss, Catherine Tauss, Pietro Gattini and Gattini Corporation, the ESCROW AGREEMENT made February 22, 1990 and the GUARANTY AGREEMENT made February 22, 1990. Pietro Gattini is the President and Chief Executive Officer of Allure Cosmetics, Ltd. As at May 28, 1993 Allure Cosmetics, Ltd. owed Pietro Gattini $217,900.00 in back salary. Consideration received by Allure Cosmetics, Ltd. and given by Mr. Pietro Gattini was 700,000 shares of Gattini Corporation common stock owned by Mr. Gattini, the forgiveness of Debt in the amount of $217,900.00 owed to Mr. Gattini and the assumption of the Long Term Debt of Allure Cosmetics, Ltd in the amount of $54,065.00 by Mr. Gattini. (" See copy of Form 8-K filed July 12, 1993 as of May 28, 1993"). Subsequent Events On November 30, 2001 the Company filed with the Securities and Exchange Commission Form 8-K stating that it has developed a new line of cosmetics and related products to be sold over the internet through the company's web site www.allurecosmetics.com. The Company's products will include but are not limited to Anti- Aging, Bath and Body, Hair Care, Makeup, Weight Loss, Natural Healing and Vitamins. The Company's web site should be completed and operational in December 2001. PART IV Item 14. Exhibits, Financial Statements, Schedules, and Reports On Form 8-K (a) Document filed as part of this report: 1. Financial Statements: All other financial statements and schedules not listed have been omitted since the required information is included in the financial statements or the notes thereto, or is not applicable or required. (b) A report on Form 8-K was filed from May 27, 1988 to August 31, 1991 on September 18, 1991 the last quarter of the fiscal year ended August 31, 1991. (c) A report on Form 13-d was filed from May 27, 1988 to February 28, 1991 on March 1, 1991. (d) A report on Form 8-K was filed on July 12, 1993 the last quarter of the fiscal year ended August 31, 1993 as of May 28, 1993 covered by this report. (e) Exhibits Required by Item 601 of Regulation S-K and by paragraph (c) of this Item: 3.1 - Certificate of Incorporation of the registrant. 3.2 - Certificate of amendment to the Certificate of Incorporation. 3.3 - By-Laws of the Registrant 10.5 - Stock Option Plan FOOTNOTES 1. Reference is made to Exhibit 3.1 to the Company's Form S-1 Registration Statement File Number 33-3424 filed by the Company with the Securities and Exchange Commission on February 24, 1986, and is hereby incorporated herein. 2. Reference is made to Exhibit 3.2 to the Company's Form S-1 Registration Statement File Number 33-3424 filed by the Company with the Securities and Exchange Commission on February 24, 1986, and is hereby incorporated herein. 3. Reference is made to Exhibit 3.3 to the Company's Form S-1 Registration Statement File Number 33-3424 filed by the Company with the Securities and Exchange Commission on February 24, 1986, and is hereby incorporated herein. 4. Reference is made to Exhibit 10.5 to the Company's Form S-1 Registration Statement File Number 33-3424 filed by the Company with the Securities and Exchange Commission on February 24, 1986, and is hereby incorporated herein. 5. Reference is made to Form 8-K filed by the Company with the Securities and Exchange Commission on September 18, 1991, and is hereby incorporated herein. 6. Reference is made to Form 13-d filed by the Company with the Securities and Exchange Commission on March 1, 1991, and is hereby incorporated herein. 7. Reference is made to Form 8-K filed by the Company with the Securities and Exchange Commission on May 28, 1993, and is hereby incorporated herein. 8. Reference is made to Form 8-K filed by the company with Securities and Exchange Commission on November 30, 2001, and is hereby incorporated herein. SIGNATURES Pursuant to the requirements of the securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York on the 26th day of December 2001. ALLURE COSMETICS, LTD. (Registrant) By: /S/ Pietro Gattini__________ Pietro Gattini, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated: Signature (I) Principal Executive Officer /S/ Pietro Gattini_______ President and Chief December 26, 2001 Pietro Gattini Executive Officer (II) Principal Financial Accounting Officer /S/ Pietro Gattini ______ Treasurer December 26, 2001 Pietro Gattini (III) Majority of the Board of Directors /S/ Pietro Gattini ______ Director December 26, 2001 Pietro Gattini Supplemental Information to be furnished with reports filed pursuant to Section 15(d) of the Act by Registrants, which have not registered securities pursuant to Section 12 of the Act. No annual report to security holders covering the Company's last fiscal year has been sent to the Company's shareholders with regard to any annual or other meeting of security holders. An annual meeting of security holders will be held on March 14, 2002, prior to which time the Company shall furnish to the Commission any annual report, proxy statement, form of proxy and/or other proxy soliciting material sent to security holders. STATEMENT OF FINANCIAL CONDITION To the Stockholders of Allure Cosmetics, Ltd. As shown in the Unaudited financial statements, the company incurred net losses of $15,477 and $15,477 for the years ended August 31, 2001 and 2000, respectively. These factors, among others, as discussed in Note 10, indicate that the Company may be unable to continue in existence. The financial statements do not indicate any adjustments relating to the recoverability and classification of recorded assets amounts or the amounts and classification of liabilities that might be necessary should the company be unable to continue existence. The Company is currently developing a new line of cosmetic and skin care products and exploring the possibility of marketing and distributing its products on the internet. (see subsequent events and Form 8-K filed with the SECURITIES AND EXCHANGE COMMISSION on November 30, 2001). In managements opinion, subject to the effects on the financial statements of such adjustments, if any, as might have been required had the outcome of the uncertainty about the recoverability and classifications of recorded assets and the amounts and classifications of liabilities referred to in the preceding paragraph been known, the financial statements referred to above present fairly the financial position of its operations and the changes in its financial position for the three years then ended, on a basis consistent with that of the preceding year. ALLURE COSMETICS, LTD. /S/ Pietro Gattini_____ Pietro Gattini, President New York, New York December 26, 2001 ALLURE COSMETICS, LTD. BALANCE SHEETS ASSETS AT AUGUST 31, ------------------------- (UNAUDITED) (UNAUDITED) 2000 2001 CURRENT ASSETS: CASH $ 0 $ 0 INVENTORIES 0 1,110 ---------- -------- TOTAL CURRENT ASSETS 0 1,110 ---------- -------- PROPERTY PLANT AND EQUIPMENT: AUTOMOTIVE EQUIPMENT 0 0 ---------- -------- LESS ALLOWANCE FOR DEPRECIATION 0 0 ---------- -------- NET PROPERTY PLANT AND EQUIPMENT 0 0 ---------- -------- OTHER ASSETS: INVESTMENT - GATTINI CORPORATION 700 700 ---------- -------- TOTAL OTHER ASSETS 700 700 ---------- -------- $700 $1,810 ========== ======== The accompanying notes are an integral part of these financial statements. ALLURE COSMETICS, LTD. BALANCE SHEETS LIABILITIES AND STOCKHOLDERS' EQUITY AT AUGUST 31, ------------------------- (UNAUDITED) (UNAUDITED) 2000 2001 CURRENT LIABILITIES ACCOUNTS PAYABLE (NOTE 9) $124,211 $139,958 ACCRUED LIABILITIES (NOTE 9) 19,494 20,604 TAXES OTHER THAN INCOME TAX (NOTE 9) 21,162 21,162 -------- -------- TOTAL CURRENT LIABILITIES 164,867 181,724 -------- -------- LONG-TERM LIABILITIES TOTAL LONG-TERM LIABILITIES 0 0 -------- -------- TOTAL LIABILITIES $164,867 $181,724 STOCKHOLDERS EQUITY (DEFICIT) COMMON STOCK, $.001 PAR VALUE 20,000,000 SHARES AUTHORIZED; 13,775,000 AND 13,775,000 SHARES ISSUED AND OUTSTANDING 13,775 13,775 ADDITIONAL PAID CAPITAL 1,997,704 1,997,704 ACCUMULATED DEFICIT (2,175,646) (2,191,393) ---------- ---------- TOTAL STOCKHOLDERS' EQUITY (164,167) (179,914) ---------- ---------- $700 $1,810 ========== ========== The accompanying notes are an integral part of these financial statements. ALLURE COSMETICS, LTD. STATEMENT OF INCOME YEAR ENDED AUGUST 31, -------------------------------------------------- 1998 1999 2000 2001 (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) NET SALES (NOTES 2,3) CUSTOMERS $ 0 $ 0 $ 0 $ 0 MAKE-UP CENTER 55TH ST. LTD. 0 0 0 0 0 0 0 0 COST OF SALES CUSTOMERS 0 0 0 0 MAKE-UP CENTER 55TH ST. LTD. 0 0 0 0 0 0 0 0 GROSS PROFIT 0 0 0 0 ----- ------- ------ ------ OPERATING EXPENSES SELLING 0 0 0 0 ADMINISTRATIVE 10,735 14,400 15,477 15,747 TOTAL OPERATING EXPENSES 10,735 14,400 15,477 15,747 ------ ------ ------ ------ OPERATING PROFIT (LOSS) (10,735) (14,400) (15,477) (15,747) OTHER INCOME (EXPENSE) INTEREST INCOME 0 0 0 0 INTEREST EXPENSE 0 0 0 0 TOTAL OTHER INCOME (EXPENSE) 0 0 0 0 ------ ------ ------ ------ INCOME (LOSS) BEFORE INCOME TAXES (10,735) (14,400) (15,477) (15,747) ------ ------ ------ ------ INCOME TAX EXPENSE 0 0 0 0 ------ ------ ------ ------ INCOME (LOSS) BEFORE EXTRAORDINARY ITEM (10,735) (14,400) (15,477) (15,747) INCOME (LOSS) EXTRAORDINARY ITEM 0 0 0 0 ------ ------ ------ ------ NET INCOME (LOSS) ($10,735) ($14,400) ($15,477) ($15,747) ========== ========== ========== ========== NET INCOME (LOSS) PER SHARE BEFORE EXTRAORDINARY ITEM ($0.0007) ($0.001) ($.001) ($.001) ========== ========== ========== ========== NET INCOME (LOSS) PER SHARE ($0.0007) ($0.001) ($.001) ($.001) ========== ========== ========== ========== WEIGHTED AVER. NUMBER OF SHARES OUTSTANDING 13,775,000 13,775,000 13,775,000 13,775,000 ========== ========== ========== ========== The accompanying notes are an integral of these financial statements. ALLURE COSMETICS, LTD. STATEMENT OF CHANGES IN FINANCIAL POSITION YEAR ENDED AUGUST 31, ---------------------------------- 1999 2000 2001 (UNAUDITED) (UNAUDITED) (UNAUDITED) WORKING CAPITAL PROVIDED FROM NET INCOME (LOSS) ($14,400) ($15,477) ($15,747) ITEMS NOT REQUIRING THE USE OF WORKING CAPITAL; FURNITURE AND FIXTURES SALE 0 0 0 DEPRECIATION AND AMORTIZATION 0 0 0 AMORTIZATION OF PROMOTIONAL EXPENSE 0 0 0 SECURITY DEPOSITS 0 0 0 TOTAL WORKING CAPITAL PROVIDED ($14,400) ($15,477) ($15,747) USE OF WORKING CAPITAL ACQUISITION OF FIXED ASSETS 0 0 0 NOTES RECEIVABLE SETTLEMENT AGREEMENT 0 0 0 STOCKHOLDER LOAN 0 0 0 GATTINI CORPORATION INVESTMENT 0 0 0 INSTANT WEAVE INVESTMENT 0 0 0 TOTAL WORKING CAPITAL USED 0 0 0 INCREASE (DECREASE) IN WORKING CAPITAL ($14,400) ($15,477) ($15,747) ======= ======= ======= CHANGES IN WORKING CAPITAL ITEMS: INCREASE (DECREASE) IN CURRENT ASSETS: CASH ($0) ($0) ($0) ACCOUNTS RECEIVABLE - CUSTOMERS 0 0 0 ACCOUNTS RECEIVABLE - MAKE-UP CENTER 0 0 0 INVENTORIES 0 0 1,110 PREPAID EXPENSES 0 0 0 (0) (0) $1,110 (INCREASE) DECREASE IN CURRENT LIABILITIES ACCOUNTS PAYABLE ($14,400) ($14,400) ($15,747) ACCRUED LIABILITIES 0 0 0 TAXES OTHER THAN INCOME 0 0 0 LOAN PAYABLE TO OFFICER P GATTINI (0) (0) (0) LOAN PAYABLE TO GATTINI CORP. (0) (1,077) (1,110) ($14,400) ($15,477) ($16,857) (INCREASE) DECREASE IN LONG-TERM LIABILITIES 0 0 0 0 0 0 ($14,400) ($15,477) ($15,747) The accompanying notes are an integral part of these financial statements. ALLURE COSMETICS, LTD. STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) FOR THE YEARS ENDED AUGUST 31, 1988, 1989, 1990, 1991, 1992, 1993, 1994, 1995, 1996, 1997, 1998, 1999, 2000 AND 2001 ADDITIONAL COMMON STOCK PAID-IN ACCUMULATED SHARES AMOUNT CAPITAL DEFICIT TOTAL --------- ------ ---------- ----------- --------- BALANCE AUGUST 31, 1988 13,775,000 13,775 $1,997,704 ($1,265,542) $ 745,937 NET LOSS __________ ______ _________ (58,723) (58,723) BALANCE AUGUST 31, 1989 13,775,000 13,775 $1,997,704 ($1,324,265) $ 687,214 NET LOSS __________ ______ __________ 166,102_ (166,102) BALANCE AUGUST 31, 1990 13,775,000 13,775 $1,997,704 ($1,490,367) $ 521,112 ADJUSTMENT FOR ROUNDING OFF 3 3 NET LOSS __________ ______ __________ (370,362) (370,962) BALANCE AUGUST 31, 1991 13,775,000 13,775 $1,997,704 ($1,860,726) $150,753 NET LOSS __________ ______ __________ (76,026) (76,026) BALANCE AUGUST 31, 1992 13,775,000 13,775 $1,997,704 ($1,936,752) $ 74,727 NET LOSS __________ ______ __________ (138,553) (138,553) BALANCE AUGUST 31, 1993 13,775,000 13,775 $1,997,704 ($2,075,305) ($63,826) NET LOSS __________ ______ __________ (17,174) (17,174) BALANCE AUGUST 31, 1994 13,775,000 13,775 $1,997,704 ($2,092,479) ($81,000) NET LOSS __________ ______ __________ (17,735) (17,735) BALANCE AUGUST 31, 1995 13,775,000 13,775 $1,997,704 ($2,110,214) ($98,735) NET LOSS __________ ______ __________ (12,709) (12,709) BALANCE AUGUST 31, 1996 13,775,000 13,775 $1,997,704 ($2,122,923) ($111,444) NET LOSS __________ ______ __________ (12,111) (12,111) BALANCE AUGUST 31, 1997 13,775,000 13,775 $1,997,704 ($2,135,034) ($123,555) NET LOSS __________ ______ __________ (10,735) (10,735) BALANCE AUGUST 31, 1998 13,775,000 13,775 $1,997,704 ($2,145,769) ($134,290) NET LOSS __________ ______ __________ (14,400) (14,400) BALANCE AUGUST 31, 1999 13,775,000 13,775 $1,997,704 ($2,160,169) ($148,690) NET LOSS __________ ______ __________ (15,477) (15,477) BALANCE 1024 AUGUST 31, 2000 13,775,000 13,775 $1,997,704 ($2,175,646) ($164,167) NET LOSS (15,747 (15,747 13,775,000 13,775 $1,997,704 ($2,191,393) ($179,914) ========== ====== ========== ============ ========== The accompanying notes are an integral part of these financial statements. ALLURE COSMETICS, LTD. NOTES TO FINANCIAL STATEMENTS YEARS ENDED AUGUST 31, 2000 AND 2001 1. ORGANIZATION AND NATURE OF OPERATIONS Allure Cosmetics, Ltd. (the "Company") was incorporated on September 15, 1983 in the State of Delaware as the Make-Up Center Manufacturing Corporation. The name was subsequently changed to Cosmetics Center Manufacturing Corporation on November 9, 1984 and on December 5, 1984, the name was changed to Allure Cosmetics, Ltd. The Cosmetics operation ceased in December 1988 and distribution and marketing of its products in January 1990. The Company is currently developing a new line of cosmetic and skin care products and exploring the possibility of marketing and distributing its products on the internet. (see subsequent events and Form 8-K filed with the Securities and Exchange Commission on November 30, 2001). 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Fiscal Year The Company's fiscal year end is August 31. (b) Revenue Recognition Generally, revenues are recorded when goods have been shipped. Returns of damaged or defective merchandise are recorded when received. (c) Inventory Inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. (d) Income Taxes The Company has no Federal income tax liability. The Company plans to carry forward their losses from previous years. (e) Fixed Assets Fixed assets are recorded at cost. Depreciation is provided on the straight line basis on an estimated ALLURE COSMETICS, LTD. NOTES TO FINANCIAL STATEMENTS YEARS ENDED AUGUST 31, 2000 AND 2001 useful life of five years. Leasehold improvements are amortized on a straight- line basis over the term of the lease. (f) Income (Loss) Per Share Net Income (Loss) per share is computed by dividing net income (Loss) by the weighted average number of shares outstanding. 3. RELATED PARTY TRANSACTIONS On May 27, 1988 all of the company's directors resigned and Pietro Gattini was appointed sole director. On May 27, 1988 at a Meeting of the shareholders of Allure Cosmetics, Ltd., the Gattini Corporation acquired controlling interest of Allure Cosmetics, Ltd. and Pietro Gattini was nominated and unanimously approved as director of the Company. (See Copy of Form 13-d Filed March 1, 1991 as of May 27, 1988) The Company granted to Pietro Gattini, the President of the Company an option to purchase 7,000,000 shares of the company's common stock for $14,000. The option was exercised on July 14, 1988. Pietro Gattini is the President and Chief Executive Officer of Allure Cosmetics, Ltd. Allure shares approximately 70 square feet of office space with The Gattini Corporation in L.I.C., New York on a month-to-month basis. This facility serves as the company's principal executive and administrative office. Rental for the facility is approximately $2,400 per annum payable in equal monthly installments. 4. BUSINESS SEGMENT INFORMATION Currently Allure Cosmetics, Ltd. is not doing any business and it is the intention of management to try to reorganize, at this time it is the intention of management to explore the possibility of reorganization without the use of the protection afforded under bankruptcy laws, however it does not rule out the possibility should it chose to do so. The Company is currently developing a new line of cosmetic and ALLURE COSMETICS, LTD. NOTES TO FINANCIAL STATEMENT YEARS ENDED AUGUST 31, 2000 AND 2001 skin care products and exploring the possibility of marketing and distributing its products on the internet. (see subsequent events and Form 8-K filed with the SECURITIES AND EXCHANGE COMMISSION on November 30, 2001). 5. PREPAID EXPENSES Prepaid expenses consisted of: August 31, 1999 August 31, 2000 August 31, 2001 $ 0 $ 0 $ 0 ------- ------- ------- 6. EXECUTIVE COMPENSATION The Company has retained Mr. Pietro Gattini as the Company's President, Chairman and Chief Executive Officer and is currently the only Director, Officer and Employee. Compensation to be paid by the Company is $5,000 per month in addition to the use of the Company`s Automobile. Mr. Gattini was also granted an option to purchase 7,000,000 shares of Allure Cosmetics, Ltd. common stock for $14,000. The option was exercised on July 14, 1988. The Company on June 1, 1993 changed the compensation of Pietro Gattini to $1,000 per month. 7. PLANT AND EQUIPMENT None. 8. COMMITMENTS AND LEASES The Company shares approximately 70 square feet of office space with The Gattini Corporation in L.I.C., New York. This facility serves as the company's principal executive and administrative office. Rental for the facility is approximately $2,400 per annum payable in equal monthly installments. ALLURE COSMETICS, LTD. NOTES TO FINANCIAL STATEMENTS YEARS ENDED AUGUST 31, 2000 AND 2001 9. ACCRUED EXPENSES Accrued expenses consists of the following: August 31, 2000 August 31, 2001 Payroll Tax $ 21,162 $ 21,162 SEC Filing Fees 1,500 1,500 Compensation Payable P. Gattini 87,000 99,000 Rent Payable-Gattini Corp. 24,600 27,000 Loan Pay to P. Gattini 4,317 4,317 Loan Pay to Gattini Corp. 15,177 17,634 $153,756 $170,613 ======== ======== 10. DESCRIPTION OF FACTORS AFFECTING CONTINUED EXISTENCE OF THE COMPANY During the last three years the Company has sustained substantial operating losses. These losses have caused a drain on cash. This indicates that the Company may be unable to continue in existence. To date all of the Companys' obligations have been met by loans made to the Company by the Gattini Corporation and its President Pietro Gattini. Since the outcome of this uncertainty cannot presently be reasonably estimated, the financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the company be unable to continue in existence. Subsequent Events On November 30, 2001 the Company filed with the Securities and Exchange Commission Form 8-K stating that it has developed a new line of cosmetics and related products to be sold over the internet through the company's web site www.allurecosmetics.com. The Company's products will include but are not limited to Anti- Aging, Bath and Body, Hair Care, Makeup, Weight Loss, Natural Healing and Vitamins. The Company's web site should be completed and operational in December 2001. ALLURE COSMETICS, LTD. NOTES TO FINANCIAL STATEMENTS YEARS ENDED AUGUST 31, 2000 AND 2001 Allure Cosmetics, Ltd. Supplementary Income Statement Information Item Charged to Costs and Expenses Year Ended August 31, 1998 1999 2000 2001 Rent 2,400 2,400 2,400 2,400 Bank Charges 0 0 0 195 Telephone 0 0 1,077 1,152 Professional Fees 0 0 0 0 P. Gattini Compensation 12,000 12,000 12,000 12,000 -----END PRIVACY-ENHANCED MESSAGE-----