EX-25.1 17 file013.htm FORM T-1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.


800 Nicollet Mall
Minneapolis, Minnesota
55402
(Address of principal executive offices) (Zip Code)

Richard Prokosch
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 495-3918
(Name, address and telephone number of agent for service)

Revlon Consumer Products Corporation
(Issuer with respect to the Securities)


Delaware 13-3662953
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   
237 Park Avenue
New York, New York
10017
(Address of Principal Executive Offices) (Zip Code)

9-1/2% Senior Notes Due 2011
(Title of the Indenture Securities)




FORM T-1

Item 1.  GENERAL INFORMATION. Furnish the following information as to the Trustee.
a)  Name and address of each examining or supervising authority to which it is subject.
  Comptroller of the Currency
Washington, D.C.
b)  Whether it is authorized to exercise corporate trust powers.
  Yes
Item 2.  AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.
  None
Items 3-15  Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.
Item 16.  LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.
1.  A copy of the Articles of Association of the Trustee.*
2.  A copy of the certificate of authority of the Trustee to commence business.*
3.  A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*
4.  A copy of the existing bylaws of the Trustee.*
5.  A copy of each Indenture referred to in Item 4. Not applicable.
6.  The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
7.  Report of Condition of the Trustee as of June 30, 2005 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Registration Number 333-125542.

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NOTE

The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 30th of August, 2005.

By: /s/ Richard Prokosch        
  Richard Prokosch
  Vice President

By: /s/ Benjamin J. Krueger        
  Benjamin J. Krueger
  Assistant Vice President

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Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: August 30, 2005

By: /s/ Richard Prokosch        
  Richard Prokosch
  Vice President

By:/s/ Benjamin J. Krueger        
  Benjamin J. Krueger
  Assistant Vice President

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Exhibit 7

U.S. Bank National Association
Statement of Financial Condition
As of 6/30/2005

($000's)


  6/30/2005
Assets      
Cash and Due From Depository Institutions $ 6,450,815  
Federal Reserve Stock   0  
Securities   42,078,340  
Federal Funds   3,154,120  
Loans & Lease Financing Receivables   129,709,823  
Fixed Assets   2,193,705  
Intangible Assets   10,387,232  
Other Assets   9,503,538  
Total Assets $ 203,477,573  
Liabilities      
Deposits $ 128,180,426  
Fed Funds   16,063,915  
Treasury Demand Notes   0  
Trading Liabilities   53,065  
Other Borrowed Money   25,358,095  
Acceptances   94,841  
Subordinated Notes and Debentures   6,808,639  
Other Liabilities   6,051,172  
Total Liabilities $ 182,710,153  
Equity      
Minority Interest in Subsidiaries $ 1,024,947  
Common and Preferred Stock   18,200  
Surplus   11,804,040  
Undivided Profits   7,920,233  
Total Equity Capital $ 20,767,420  
Total Liabilities and Equity Capital $ 203,477,573  

To the best of the undersigned's determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

By: /s/ Richard Prokosch        
  Vice President

Date: August 30, 2005

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