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.
Products
	Allure discontinued all distribution and marketing of its products in January 1990.
Distribution and Marketing
	Allure discontinued all distribution and marketing of its products in January 1990.
Product Returns
	Allure discontinued all distribution and marketing of its products In January 1990.
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
	Not applicable
Product Development
	Allure does not maintain a research and development program nor are material funds expended for independent research or development.
Employees
	The Company's officer is the sole employee and is now engaged on a part-time basis.
Item 2.
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.
Item 3.	Legal Proceedings
	On or about January 15, 1989 Allure sued Kurt Tauss in connection with a promissory note in the principal amount of $128,597.00 and Make-Up Center of 55th Street, Ltd. in connection with a promissory note in the principal amount of $250,000.00 and in connection with a debt for products sold in the amount of $399,145.20.
	On February 22, 1990 Allure Cosmetics, Ltd entered into a settlement with Make-Up Center of 55th Street Ltd., Kurt Tauss and Catherine Tauss with the following terms and conditions:
a) The Payment of $105,800.43 and
b) 360 Monthly installments of $1,100.00 commencing on the first day of March 1990 and payable on the first day of every month until the full amount of $396,000.00 is paid.
	The proceeds received by Allure Cosmetics, Ltd. were used to pay taxes, rent, legal fees, salary and various loans made by Pietro Gattini to the Company.
	On July 12, 1990 The Securities and Exchange Commission filed a complaint vs. Allure Cosmetics, Ltd., Kurt Tauss, Gattini Corporation and Pietro Gattini. ("See copy of Form 8-K filed September 18, 1991 as of May 28, 1988").
	Allure has settled the complaint of the Securities and Exchange Commission and has agreed to bring its filing up to date. The Company has been granted permission to file unaudited Financial Statements because of its financial difficulties, in addition the Company has agreed to entry of an injunction against it prohibiting future violations of the anti fraud, periodic reporting, books and records and internal control provision of the Federal Securities Laws.
	On June 6, 1991 all of the company inventory, furniture and fixtures held in storage by A Space Station was sold at an auction for a total amount of $590.00 and proceeds were applied to outstanding rent charges. The proceeds received did not satisfy the company's obligation and left a balance due in the amount of $2,217.00.
	On September 27, 1989 a Judgment was obtained by Milton Samuels Advertising Agency, Inc. and as a result of said Judgment all monthly installments by Make-Up Center of 55th Street Ltd. were subject to Garnishment. On or about June 7, 1991 the judgment was executed and monthly installments are not being received by Allure Cosmetics, Ltd.
	On June 26, 1991 an Executive with notice to Garnishee was filed with Manufacturers Hanover Trust thereby rendering the company inoperable without the access to its checking account. ("See copy of Form 8-K file September 18, 1991 as of May 28, 1988").
	 On August 15, 1993 Allure Cosmetics, Ltd. made a final payment $4505.00 to Milton Samuels Advertising Agency, Inc. representing the full Settlement of the Judgment obtained on September 27, 1989.
Item 4.
Item 4.	Submission of Matters to a Vote of security 	Holders
	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").
Item 5.
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.
(b) As of August 31, 1997, the approximate number of holders of record of Common Stock of the registrant was 300.
Item 6.
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, 1993, 1994, 1995, 1996 and 1997 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,		__ 1993 1994 1995 1996 1997 (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. . 57,029 17,174 17,735 12,709 12,111
Net Income Or (Loss). .(57,029) (17,174) (17,735) (12,709) (12,111) before extra- ordinary item.
Extraordinary Item. . . . (81,524)
Net Income Or (Loss). (138,553) (17,174) (17,735) (12,709) (12,111)
Net (Unaudited)(Unaudited)(Unaudited)(Unaudited)(Unaudited) Income (Loss) per Share. . . $(.0059) $(.0013) $(.0013) $(.0009) (.0009) before extra- ordinary item
Net Income (Loss) per Share. . . . $(.01) $(.0013) $(.0013) $(.0009) $(.0009)
Selected Balance Sheet Data:
August 31, 1996 1997 (Unaudited) (Unaudited)
Total Assets $ 700 $ 700
Total Liabilities $112,144 $ 124,255
Working Capital (deficiency) ($112,144) $ 124,255
Stockholders' Equity ($111,444) $ 123,555
Item 7.
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, while the Company has no specific plans 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 had zero sales for the year ended August 31, 1997 the same as the year ended August 31, 1996 and operating losses decreased to $12,111 for the year ended August 31, 1997 as compared to a loss of $12,709 the prior year. Due to the cancellation of old debts.
Liquidity and Capital Resources
	The company had working capital deficit of $112,255 at August 31, 1997 compared to a working capital deficit of $112,144 at August 31, 1996. The working capital ratio was 0.00:1 at August 31, 1997 as compared to working capital of 0.00:1 at August 31, 1996. At August 31, 1997, the Company had $0 available for use. ("See Certain Transactions").
Item 7A.
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, 1996, and the information set forth herein should be read in light of such risks.
PART III
Item 10.
Item 10.	Directors and Executive Officers of the Registrant
Name Age Position
Pietro Gattini 53 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.
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 has changed the compensation of Pietro Gattini to $1,000 per month in addition to the use of the Company's Automobile.
	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, 1997.
Item 12.
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, 1997 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.
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 or about January 15, 1989 Allure sued Kurt Tauss in connection with a promissory note in the principal amount of $128,597.00 and Make-Up Center of 55th Street, Ltd. in connection with a promissory note in the principal amount of $250,000.00 and in connection with a debt for products sold in the amount of $399,145.20.
	 On February 22, 1990 Allure Cosmetics, Ltd. entered into a settlement with Make-Up Center of 55th Street, Ltd., Kurt Tauss and Catherine Tauss with the following terms and conditions:
a) The Payment of $105,800.43 and
b) 360 Monthly installments of $1,100.00 commencing on the first day of March 1990 and payable on the first day of every month until the full amount of $396,000.00 is paid. 	The proceeds received by Allure Cosmetics, Ltd. were used to pay taxes, rent, legal fees, salary and various loans made by Pietro Gattini to the Company.
	On September 27, 1989 a Judgment was obtained by Milton Samuels Advertising Agency, Inc. and as a result of said Judgment all monthly installments by Make-Up Center of 55th Street Ltd. were subject to Garnishment. On or about June 7, 1991 the judgment was executed and monthly installments are not being received by Allure Cosmetics, Ltd.
	On June 26, 1991 an Executive with notice to Garnishee was filed with Manufacturers Hanover Trust thereby rendering the company inoperable without the access to its checking account.
On June 6, 1991 all of the company inventory, furniture and fixtures held in storage by A Space Station was sold at an auction for a total amount of $590.00 and proceeds were applied to outstanding rent charges. The proceeds received did not satisfy the company's obligation and left a balance due in the amount of $2,217.00.
Currently Allure Cosmetics, Ltd. is not doing any business and it is the intention of management to try to reorganize, while the Company has no specific plans 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.
	On August 15, 1993 Allure Cosmetics, Ltd. made a final payment $4505.00 to Milton Samuels Advertising Agency, Inc. representing the full Settlement of the Judgment obtained on September 27, 1989.
	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").
PART IV
Item 14.
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.
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 18th 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 18, 2001 Pietro Gattini Executive Officer
(II) Principal Financial Accounting Officer
/S/ Pietro Gattini ______ Treasurer December 18, 2001 Pietro Gattini
(III) Majority of the Board of Directors
/S/ Pietro Gattini ______ Director December 18, 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 $12,111 and $12,709 for the years ended August 31, 1997 and 1996, 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.
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 18, 2001
ALLLURE COSMETICS, LTD. BALANCE SHEETS
ASSETS
AT AUGUST 31, ------------------------- (UNAUDITED) (UNAUDITED) 1996 1997
CURRENT ASSETS: CASH $ 0 $ 0 ---------- -------- TOTAL CURRENT ASSETS 0 0 ---------- -------- PROPERTY PLANT AND EQUIPTMENT: AUTOMOTIVE EQUIPTMENT 0 0 ---------- -------- LESS ALLOWANCE FOR DEPRECIATION 0 0 ---------- -------- NET PROPERTY PLANT AND EQUIPTMENT 0 0 ---------- --------
OTHER ASSETS: INVESTMENT - GATTINI CORPORATION 700 700 ---------- -------- TOTAL OTHER ASSTES 700 700 ---------- -------- $700 $700 ========== ========
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) 1996 1997 CURRENT LIABILITIES ACCOUNTS PAYABLE (NOTE 9) $ 72,565 84,676 ACCRUED LIABILITIES (NOTE 9) 18,417 18,417 TAXES OTHER THAN INCOME TAX (NOTE 9) 21,162 21,162 -------- -------- TOTAL CURRENT LIABILITIES 112,144 124,255 -------- --------
LONG-TERM LIABILITIES SETTLEMENT M.U.C.-LEGAL 0 0 -------- -------- TOTAL LONG-TERM LIABILITIES 0 0 -------- -------- TOTAL LIABILITIES $112,144 $124,255
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 (2,122,923) (2,135,034) ---------- ---------- TOTAL STOCKHOLDERS' EQUITY (111,444) (123,555) ---------- ---------- $700 $700 ========== ==========
The accompanying notes are an integral part of these financial statements.
ALLURE COSMETICS, LTD. STATEMENT OF INCOME
YEAR ENDED AUGUST 31, -------------------------------------------------- 1994 1995 1996 1997 (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
NET SALES (NOTES 2,3) CUSTOMERS $ 0 $ 0 $ 0 $ 0 MAKE-UPCENTER 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 17,174 17,735 12,709 12,111 TOTAL OPERATING EXPENSES 17,174 17,735 12,709 12,111 ------ ------ ------ ------
OPERATING PROFIT (LOSS) (17,174) (17,735) (12,709) (12,111)
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 (17,174) (17,735) (12,709) (12,111) ------ ------ ------ ------ INCOME TAX EXPENSE 0 0 0 0 ------ ------ ------ ------ INCOME (LOSS) BEFORE EXTRADINARY ITEM (17,174) (17,735) (12,709) (12,111) INCOME (LOSS) EXTRADINARY ITEM (NOTE 11) 0 0 0 0 ------ ------ ------ ------ NET INCOME (LOSS) ($17,174) ($17,735) ($12,709) ($12,111) ========== ========== ========== ==========
NET INCOME (LOSS) PER SHARE BEFORE EXTRADINARY ITEM ($0.0013) ($0.0013) ($0.0009) ($0.0009) ========== ========== ========== ========== NET INCOME (LOSS) PER SHARE ($0.0013) ($0.0013) ($0.0009) ($0.0009) ========== ========== ========== ========== WEIGTHED 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, ---------------------------------- 1995 1996 1997 (UNAUDITED) (UNAUDITED) (UNAUDITED) WORKING CAPITAL PROVIDED FROM NET INCOME (LOSS) ($17,735) ($12,709) ($12,111) ITEMS NOT REQUIRING THE USE OF WORKING CAPITAL; FURNITURE AND FIXTURES SALE 0 2,000 0 DEPRECIATION AND AMORTIZATION 0 0 0 AMORTIZATION OF PROMOTIONAL EXPENSE 0 0 0 SECURITY DEPOSITS 0 0 0 TOTAL WORKING CAPITAL PROVIDED (17,735) (10,709) (12,111) USE OF WORKING CAPITAL ACQUISTION 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 (17,735) (10,709) (12,111) ======= ======= =======
CHANGES IN WORKING CAPITAL ITEMS: INCREASE (DECREASE) IN CURRENT ASSETS: CASH ($35) ($14) ($0) ACCOUNTS RECIEVABLE - CUSTOMERS 0 0 0 ACCOUNTS RECEIVABLE - MAKE-UP CENTER 0 0 0 INVENTORIES 0 0 0 PREPAID EXPENSES 0 0 0 (35) (14) (0)
(INCREASE) DECREASE IN CURRENT LIABILITIES ACCOUNTS PAYABLE (16,950) (8,728) (12,111) ACCRUED LIABILITIES 0 0 0 TAXES OTHER THAN INCOME 0 0 0 LOAN PAYABLE TO OFFICER P GATTINI (750) (1,967) (0) (17,700) (10,695) (12,111)
(INCREASE) DECREASE IN LONG-TERM LIABILITIES SETTLEMENT AGREEMENT LEGAL 0 0 0 0 0 0 ($17,735) ($10,709) ($12,111)
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 AND 1997
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) BALANCE AUGUST 31, 1997 __________ ______ __________ (12,111) (12,111) NET LOSS 13,775,000 13,775 $1,997,704 $2,135,034 123,555 ========== ====== ========== ============ ==========
The accompanying notes are an integral part of these financial statements.
ALLURE COSMETICS, LTD. NOTES TO FINANCIAL STATEMENTS YEARS ENDED AUGUST 31, 1996 AND 1997
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.
2. SUMMARY IF 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 useful life of five years. Leasehold improvements are amortized on a straight- line basis over the term of the lease. ALLURE COSMETICS, LTD. NOTES TO FINANCIAL STATEMENTS YEARS ENDED AUGUST 31, 1996 AND 1997
(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.
On or about January 15, 1989 Allure sued Kurt Tauss in connection with a promissory note in the principal amount of $128,597.00 and Make-Up Center of 55th Street, Ltd. in connection with a promissory note in the principal amount of $250,000.00 and in connection with a debt for products sold in the amount of $399,145.20.
On February 22, 1990 Allure Cosmetics, Ltd. entered into a settlement with Make-Up Center of 55th Street, Ltd., Kurt Tauss and Catherine Tauss with the following terms and conditions:
a) The Payment of $105,800.43 and
b) 360 Monthly installments of $1,100.00 commencing on the first day of March 1990 and payable on the first day of each month until the full amount of $396,000.00 is paid.
ALLURE COSMETICS, LTD. NOTES TO FINANCIAL STATEMENTS YEARS ENDED AUGUST 31, 1996 AND 1997
The proceeds received by Allure Cosmetics, Ltd. were used to pay taxes, rent, legal fees, salary and various loans made by Pietro Gattini to the Company.
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").
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, while the Company has no specific plans at this time, it is the intention of management to explore the possibility of reorganization without the use of the protection afforded under
ALLURE COSMETICS, LTD. NOTES TO FINANCIAL STATEMENTS YEARS ENDED AUGUST 31, 1996 AND 1997
bankruptcy laws, however it does not rule out the possibility should it choose to do so.
5. PREPAID EXPENSES
Prepaid expenses consisted of:
August 31, 1995 August 31, 1996 August 31, 1997
$ 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 has changed the compensation of Pietro Gattini to $1,000 per month in addition to the use of the Company's Automobile.
7. PLANT AND EQUIPMENT
On June 6, 1991 all of the company inventory, furniture and fixtures held in storage by A Space Station was sold at an auction for a total amount of $590.00 and proceeds were applied to outstanding rent charges. The proceeds received did not satisfy the company's obligation and left a balance due in the amount of $2,217.00.
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, 1996 AND 1997
9. ACCRUED EXPENSES
Accrued expenses consists of the following:
August 31, 1996 August 31, 1997
Payroll Tax $ 21,162 $ 21,162 SEC Filing Fees 1,500 1,500 Compensation Payable P. Gattini 39,000 51,000 Rent Payable-Gattini Corp. 15,000 17,400 Loan Pay to P. Gattini 4,317 4,317 Loan Pay to Gattini Corp. 14,100 14,100 $ 95,079 $109,479 ====== =======
10. DESCRIPTION OF FACTORS AFFECTING CONTINUED EXISISTENCE OF THE COMPANY
During the last three years the Company has sustained substantial operating losses. These losses in addition to the non collection of the receivables from Kurt Tauss the Make-Up Center of West 55th Street Ltd. and Instant Weave, including the sale at public auction by a Space Station of the Company's Inventory, Furniture and Fixtures have caused a drain on cash. This indicates that the Company may be unable to continue in existence.
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.
11. EXTRAORDINARY LOSS
The year ended 1993 loss of $138,553 included extraordinary charges of $81,524 consisting of the loss incurred on the sale of the PROMISSORY NOTE DATED FEBRUARY 22, 1990 to Mr. Gattini the Company's President and Chief Executive Officer.
ALLURE COSMETICS, LTD. NOTES TO FINANCIAL STATEMENTS YEARS ENDED AUGUST 31, 1996 AND 1997
Allure Cosmetics, Ltd. Supplementary Income Statement Information
Item
Charged to Costs and Expenses Year Ended August 31,
1994 1995 1996 1997
Rent 2,400 2,400 2,400 2,400 Commissions 0 0 0 0 Utilities 0 0 0 0 Professional Fees 0 0 0 0 P. Gattini Compensation 12,000 12,000 12,000 12,000