SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A, AMENDMENT NO. 2
Under the Securities Exchange Act of 1934
COSMETIC SCIENCES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
221241 10 1
(CUSIP Number)
MR. JOSEPH HELLER, c/o ARBOR HOME HEALTHCARE HOLDING LLC,
333 EARLE OVINGTON BLVD., UNIONDALE, N.Y. 11553; (516) 832-7412
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
AUGUST 21, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1 (b)(3) or
(4), check the following box. [ ]
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
<PAGE>
The Filing Persons, Ivan Kaufman ("Kaufman") and Arbor Home
Healthcare Holding LLC ("Arbor"), hereby amend for the second time
their Schedule 13D filing in respect of Cosmetic Sciences, Inc.
("CSI"), originally filed with the Commission on November 13, 1995,
and amended for the first time on June 20, 1996. This latest
amendment is filed to disclose the exercise by Arbor on August 21,
1996 of an option to purchase 6,500,000 shares of CSI common stock
at an exercise price of $.10 per share.
Item 5. Interest in Securities of the Issuer.
(c) On August 21, 1996, Arbor exercised the first half
of its option to purchase up to 13,000,000 shares of common stock
of CSI. Said option was granted to Arbor pursuant to an agreement
dated on October 31, 1995 and amended on June 20, 1996. Arbor
exercised its option to purchase 6,500,000 shares for an exercise
price of $.10 per share by depositing into escrow $650,000, which
funds are to be released to CSI upon the approval of an amendment
to CSI's Certificate of Incorporation providing sufficient
authorized and unissued common stock to issue the number of shares
subject to the option. This approval is expected to occur at CSI's
upcoming Annual Meeting, tentatively scheduled for September 25,
1996. The release of funds is further subject to the requirement
that certain representations and warranties made by CSI to Arbor
are true at the time of such intended release. The balance of
Arbor's option, entitling it to purchase an additional 6,500,000
shares at $.10 per share must be exercised, if at all, by November
1, 1996.
Signature.
After reasonably inquiry and to the best of our knowledge
and belief, the undersigned both certify that the information set
forth in this statement is true, complete and correct.
Dated: September 4, 1996
Arbor Home Healthcare Holding LLC
By: IVAN KAUFMAN
IVAN KAUFMAN
IVAN KAUFMAN
IVAN KAUFMAN
<PAGE>
ADDENDUM
STATEMENT REGARDING JOINT FILING
The undersigned, Arbor Home Healthcare Holding LLC and Ivan
Kaufman, hereby agree that, pursuant to Rule 13(d-1)(f)(1),
Amendment No. 2 to Schedule 13D/A to which this agreement is
annexed as an exhibit may be filed jointly on our behalf.
ARBOR HOME HEALTHCARE HOLDING LLC
By:Ivan Kaufman
Ivan Kaufman, Member
Ivan Kaufman
IVAN KAUFMAN
