<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-QSB
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended November 30, 1997
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1939 for the transition period _______ to _______
COMMISSION FILE NUMBER 0-22749
-------
CTC COSMETICS HOLDINGS COMPANY, INC.
------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 87-0415594
------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
129 Front St., Penthouse Suite, Hamilton HM12 Bermuda 441 296 4545
--------------------------------------------------------------------------------
(Address of Principal Executive Offices,
including Registrant's zip code and telephone number)
Westwind Group, Inc. 1745 Westwood Blvd. Los Angeles, Ca. 90024
---------------------------------------------------------------
(Former name, former address and former fiscal year, if changed)
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 post 90 days.
Yes [ ] No [X]
The number of shares of the registrant's common stock issued as of
November 30,1997: 10,168,654 shares.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
<PAGE>
TABLE OF CONTENTS PAGE
----------------- ----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
(a) Balance Sheet 2
(b) Statement of Operations 3
(c) Statement of Changes in Financial Position 4
(d) Statement of Shareholders' Equity 5
(e) Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations 8
PART II. OTHER INFORMATION 8
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults On Senior Securities
Item 4. Submission of Items to a Vote
Item 5. Other Information
Item 6.
(a) Exhibits
(b) Reports on Form 8K
SIGNATURES 9
FINANCIAL DATA SCHEDULE 10
1
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
CTC COSMETICS HOLDINGS COMPANY, INC.
BALANCE SHEET
AS OF NOVEMBER 30, 1997 AND AUGUST 31,1997
(UNAUDITED)
<CAPTION>
November 30, August 31,
1997 1997
------------ ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 0 $ 0
Account receivable from CTC Cosmetics Holdings (BVI) Co. Ltd. 500,000 500,000
Reserve for doubtful account (500,000) (500,000)
------------ ------------
Investment in CTC Cosmetics Holdings (BVI) Co. Ltd. 900,000 900,000
Reserve for loss on investment (900,000) (900,000)
Total assets $ 0 $ 0
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable $ 20,467 $ 20,467
Accrued interest on debentures 6,707 17,700
Debentures payable 500,000 500,000
Shareholders' equity
Preferred stock, $.01 par value 10,000,000 shares authorized,
no shares issued and outstanding
Common stock (par value $.004) 50,000,000 shares authorized;
August 31, 1997-10,157,987 and November 30, 1997-10,168,654
shares issued and outstanding 64,510 64,467
Paid in capital 1,303,045 1,283,088
Retained earnings (1,894,729) (1,885,722)
------------ ------------
Total shareholders' equity (527,174) (538,167)
Total liabilities and shareholders' equity $ 0 $ 0
============ ============
</TABLE>
The accompanying notes are an integral of part of these financial statements.
2
<PAGE>
CTC COSMETICS HOLDINGS COMPANY, INC.
STATEMENT OF OPERATIONS
FOR THE QUARTERS ENDED NOVEMBER 30, 1997 AND 1996
(UNAUDITED)
Quarter ended Quarter ended
November 30, November 30,
1997 1996
------------- -------------
Expenses NO ACTIVITY
Professional fees $ - AS
Interest 9,007 RESTATED
------------- -------------
Total expenses 9,007
Loss from operations before income taxes (9,007)
Income tax -
------------- -------------
Net (loss) $ (9,007)
============= =============
The accompanying notes are an integral of part of these financial statements.
3
<PAGE>
CTC COSMETICS HOLDINGS COMPANY, INC.
STATEMENT OF CHANGES IN FINANCIAL POSITION
FOR THE QUARTERS ENDED NOVEMBER 30, 1997 AND 1996
(UNAUDITED)
Quarter ended Quarter ended
November 30, November 30,
1997 1996
------------- -------------
Funds provided from (used for) operations
Net (loss) $ (9,007) NO ACTIVITY
Funds provided by (used for) working capital AS RESTATED
Accrued interest (10,993)
Funds provided from (used for) financing
activities
Proceeds of stock issued for interest 20,000
------------- -------------
Net funds provided from (used for) all
activities 0
Cash balance at beginning of year 0
------------- -------------
Cash balance at end of period $ 0
============= =============
The accompanying notes are an integral of part of these financial statements.
4
<PAGE>
<TABLE>
CTC COSMETICS HOLDINGS COMPANY, INC.
STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE QUARTER ENDED NOVEMBER 30, 1997 AND 1996
(UNAUDITED)
<CAPTION>
Common Stock Addition
--------------------------- Paid-In Retained
Shares Amount Capital Earnings
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Balance at September 31, 1996 7,422,768 $ 29,691 $ 124,098 $ 78,277
Net (loss) 0
------------ ------------ ------------ ------------
Balance at November 30, 1996 7,422,768 $ 29,691 $ 124,098 $ 78,277
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Common Stock Addition
--------------------------- Paid-In Retained
Shares Amount Capital Earnings
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Balance at September 1, 1997 10,157,987 $ 64,467 $ 1,283,088 $(1,885,722)
Issued 10,667 shares of common stock
in connection with interest owed 10,667 43 19,957
Net (loss) (7,510)
------------ ------------ ------------ ------------
Balance at November 30, 1997 10,168,654 $ 64,510 $ 1,303,045 $(1,894,729)
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral of part of these financial statements.
5
<PAGE>
CTC COSMETICS HOLDINGS COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE QUARTERS ENDED NOVEMBER 30, 1997 AND 1996
1. GENERAL
CTC Cosmetics Holdings Company, Inc. (the "Company") is incorporated in the
State of Delaware and was engaged in the business of producing and distributing
motion pictures and television movies until March 21, 1997.
The Company's Board of Directors considered alternative business opportunities
and on March 21, 1997 signed an Agreement and Plan of Reorganization (the
"Agreement") whereby the Registrant acquired all of the issued and outstanding
shares of CTC Cosmetics Holdings (BVI) Co., Ltd., a British Virgin Islands
corporation ("CTC Cosmetics") in exchange for the issuance by the Registrant of
9,000,000 post-split shares of restricted common stock to CTC Cosmetics
shareholders pursuant to the Agreement dated March 21, 1997, by and between the
Registrant and CTC Cosmetics.
Under the relevant terms of the Agreement, the Registrant undertook a reverse
split of its common stock, whereby 1 share of common stock was issued in
exchange for 12.93 shares of common stock. Immediately prior to the share
exchange, there were approximately 500,000 post-reverse split shares of the
Registrant's common stock issued and outstanding. Pursuant to the terms of the
Agreement for Divisive Reorganization, which was also executed at the Closing,
the Registrant's two existing subsidiaries were spun off from the Company to its
majority shareholders in exchange for such majority shareholders' cancellation
of a total of 960,912 pre-split shares of common stock of the Registrant. As a
result of the acquisition, there were approximately 9,500,000 shares of Common
Stock issued and outstanding.
Upon the Closing the Registrant had one wholly owned subsidiaries which was CTC
Cosmetics Holding (BVI) Co. Ltd. CTC Cosmetics Holdings (BVI) Co. Ltd. held an
investment in Cao Tain Cosmetic Holdings Limited (the "Operating subsidiary")
that developed, manufactured and marketed skin and hair care products,
cosmetics, and cosmetic related chemical ingredients primarily for sale in the
People's Republic of China.
The Company's headquarters were moved to Shanghai, China. The members of the
Board of Directors were based with the Company in Shanghai.
Subsequent to the signing of the Agreement and exchange of shares for CTC
Cosmetics Holding (BVI) Co. Ltd. the Board of Directors of the Company breached
their fiduciary duty to the shareholders of the Company by failing to provide
current financial information of the Company, failure to respond to
shareholders' inquiries and failure to comply with the disclosure requirements
of the Exchange Act of 1934 by non-filing of the required periodic and annual
reports.
Concurrent with the March 21, 1997, Agreement and Plan of Reorganization, CTC
Cosmetics Holdings Company, Inc. sold $500,000 of 8% convertible debentures due
March 31, 1998 to Voyager Select IPO Fund, Ltd. ("Voyager"). The principal
amount of the debentures were convertible at any time, at the option of Voyager,
at a conversion price equal to the lower of 50% of the average closing bid price
of common stock for 5 business days immediately preceding the conversion date or
$2.50 per share. Voyager received warrants to purchase 50,000 shares of common
stock at the date of exercise.
The warrants could be exercised at any time.
2. INVESTMENT IN AND ACCOUNT RECEIVABLE FROM CTC COSMETICS HOLDINGS (BVI)
CO. LTD.
The Company has concluded that the amounts invested in and due from CTC
Cosmetics Holdings (BVI) Co. Ltd. are worthless and uncollectable for financial
reporting purposes. It is difficult and expensive to initiate legal proceedings
in China. However, the Company is continuing to explore other possible means of
securing assets or payment relative to this matter.
6
<PAGE>
3. STOCK ISSUED
As discussed in Note 1 above the Company received all of the issued and
outstanding shares of CTC Cosmetics Holdings (BVI) Co. Ltd. (50,000 shares) as
of March 21, 1997, in exchange for 9,000,000 shares of the Company. The Company
valued such shares based on the average of the closing bid and ask prices of the
Company's common stock ($0.10) as reflected on NASD OTC Bulletin Board on March
31, 1997.
The valuation of the 600,000 shares of common stock, issued in connection with
advisory corporate and financial consulting services, was based on the average
of the closing bid and ask prices of the common stock ($0.10) as reflected on
NASD OTC Bulletin Board on March 31, 1997.
The valuation of the 55,600 shares of common stock, issued in connection with
corporate consulting services, was based on the average bid and ask prices of
the common stock ($4.5625) as reflected on NASD OTC Bulletin Board on April 21,
1997.
4. INCOME TAXES
The Company has not recorded any income tax benefits that may arise from losses
incurred because there is no assurance of recovery. The Company has a loss
carry-forward of approximately $974,186.
5. SUBSEQUENT EVENTS
During September 1998 Voyager converted the debentures acquiring 16,000,000
shares of common stock. As of January 21, 2000 Voyager held 61.3% of outstanding
common stock of the Company. On February 22, 2000 Voyager as a majority
shareholder of the Company removed the Chinese Board of Directors and elected
new directors to the Company's board.
In addition, Voyager has agreed to pay all expenses of the Company until such
time as normal operations can be restored.
7
<PAGE>
PART I. FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
THIS ANALYSIS CONTAINS FORWARD-LOOKING COMMENTS, WHICH ARE BASED ON CURRENT
INFORMATION. ACTUAL RESULTS IN THE FUTURE MAY DIFFER MATERIALLY.
As discussed in the notes to financial statements the Company at present has no
activity. Current management is working to establish a new direction.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings NONE
Item 2. Changes in Securities and Use of Proceeds NONE
Item 3. Defaults On Senior Securities NONE
Item 4. Submission of Items to a Vote NONE
Item 5. Other Information NONE
Item 6
(a) Exhibits NONE
(b) Reports on Form 8K NONE
8
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act
Of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CTC Cosmetics Holdings Company, Inc.
Dated: May 15, 2000 By: /S/ Riccardo W. Cannaviello
----------------------------------
Riccardo W. Cannaviello
President
Dated: May 15, 2000 By: /S/ Andrew K. Proctor
----------------------------------
Andrew K. Proctor
Chief Financial Officer
9
