<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-KSB
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the annual period ended August 31, 2000
[ ] Transition report pursuant of 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 Street, Penthouse Suite, Hamilton, HM 12 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 past 90 days.
Yes __X__ No_____
The number of shares of the registrant's common stock as of August 31, 2000:
262,263 shares.
Documents Incorporated by Reference - See Exhibit Index
Transitional Small Business Disclosure Format (check one): Yes ____ No__X__
<PAGE>
FORWARD-LOOKING STATEMENTS
ALL FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE DEEMED BY THE COMPANY TO BE
COVERED BY AND TO QUALIFY FOR THE SAFE HARBOR PROTECTION PROVIDED BY THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995 THE 1995 ACT SHAREHOLDERS AND
PROSPECTIVE SHAREHOLDERS SHOULD UNDERSTAND THAT SEVERAL FACTORS GOVERN WHETHER
ANY FORWARD - LOOKING STATEMENT CONTAINED HEREIN WILL BE OR CAN BE ACHIEVED. ANY
ONE OF THOSE FACTORS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
PROJECTED HEREIN. THESE FORWARD - LOOKING STATEMENTS INCLUDE PLANS AND
OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS, INCLUDING PLANS AND OBJECTIVES
RELATING TO THE PRODUCTS AND THE FUTURE ECONOMIC PERFORMANCE OF THE COMPANY.
ASSUMPTIONS RELATING TO THE FOREGOING INVOLVE JUDGMENTS WITH RESPECT TO, AMONG
OTHER THINGS, FUTURE ECONOMIC, COMPETITIVE AND MARKET CONDITIONS, FUTURE
BUSINESS DECISIONS, AND THE TIME AND MONEY REQUIRED TO SUCCESSFULLY COMPLETE
DEVELOPMENT PROJECTS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT
ACCURATELY AND MANY OF WHICH ARE BEYOND THE CONTROL OF THE COMPANY. ALTHOUGH THE
COMPANY BELIEVES THAT THE ASSUMPTIONS UNDERLYING THE FORWARD - LOOKING
STATEMENTS CONTAINED HEREIN ARE REASONABLE, ANY OF THOSE ASSUMPTIONS COULD PROVE
INACCURATE AND, THEREFORE, THERE CAN BE NO ASSURANCE THAT THE RESULTS
CONTEMPLATED IN ANY OF THE FORWARD - LOOKING STATEMENTS CONTAINED HEREIN WILL BE
REALIZED. BASED ON ACTUAL EXPERIENCE AND BUSINESS DEVELOPMENT, THE COMPANY MAY
ALTER ITS MARKETING, CAPITAL EXPENDITURE PLANS OR OTHER BUDGETS, WHICH MAY IN
TURN AFFECT THE COMPANY'S RESULTS OF OPERATIONS. IN LIGHT OF THE SIGNIFICANT
UNCERTAINTIES INHERENT IN THE FORWARD LOOKING STATEMENTS INCLUDED THEREIN, THE
INCLUSION OF ANY SUCH STATEMENT SHOULD NOT BE REGARDED AS A REPRESENTATION BY
THE COMPANY OR ANY OTHER PERSON THAT THE OBJECTIVES OR PLANS OF THE COMPANY WILL
BE ACHIEVED.
PART I
Item 1. Description of Business
CTC Cosmetics Holdings Company, Inc. (the "Company") was incorporated in the
State of Delaware and was engaged in the business of producing and distributing
motion pictures and television movies. The Company's activities had diminished
during the last several years due to various causes including changes in market
conditions for small, independent film production companies and increased
competition from cable television networks.
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 two wholly owned subsidiaries which were CTC
Cosmetics Holding (BVI) Co. Ltd. and 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.
Subsequent to the signing of the Agreement and exchange of shares for CTC
Cosmetics Holding (BVI) Co. Ltd. and Cao Tain Cosmetic Holdings Limited the
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.
<PAGE>
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.
During 1998 Voyager converted the debentures and warrants acquiring 16,000,000
shares of common stock. On January 21, 2000 Voyager held 61.3% of outstanding
common stock of the Company. On February 2, 2000 the Board of Directors were
removed and replaced by new Directors.
As of May 12, 2000, the majority shareholder of the Company (61.3%) took a
corporate action by a written consent without a meeting by which the majority
shareholders effected a 100-for-1 reverse stock split of the presently issued
and outstanding shares of Common Stock of the Company (the "Reverse Stock
Split"). The amendment to the Company's Certificate of Incorporation became
effective upon filing of the amendment to the Company's Certificate of
Incorporation with the Delaware Secretary of State Information Statement on
Schedule 14C of such action was sent of the Company's shareholders.
The number of shares of common stock of the Company presented in this report
reflects the effect of the Reverse Stock Split.
The Company's Board of Directors is considering alternative businesses
opportunities.
Item 2. Description of Properties
The Company does not lease any offices at present time. The Company is sharing
the offices of Voyager on as needed basis at no charge to the Company.
Item 3. Legal Proceedings
There are no pending legal proceedings to which the Company is a party or to
which the property interests of the Company are subject.
Item 4. Submission of matters to a vote of security holders
On February 22, 1999, the majority shareholder of the Company (61.3%) took a
corporate action by a written consent without a meeting by which the majority
shareholder removed the following five directors, which represented the Board of
Directors of the Company: Paul K. W. Tso, Mark K. W. Lee, Li Wai Zen, Shaw Shui
and Hao Kwui Fong. Such directors were removed for their breach of 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. The majority
shareholder elected new Board of Directors of the Company comprised of: Andrew
K. Proctor, Riccardo Cannavielo and Paul D. Lemmon.
As of May 12, 2000, the majority shareholder of the Company (61.3%) took a
corporate action by a written consent without a meeting by which the majority
shareholders effected a 100-for-1 reverse stock split of the presently issued
and outstanding shares of Common Stock of the Company. The amendment to the
Company's Certificate of Incorporation became effective upon filing of the
amendment to the Company's Certificate of Incorporation with the Delaware
Secretary of State Information Statement on Schedule 14C of such action was sent
of the Company's shareholders.
<PAGE>
PART II
Item 5. Market for the registrant's common equity and related matters
The Company's Common Stock has been listed on the Bulletin Board of the
NASD's over-the-counter market ("OTCBB")under the symbol CTHI, since March,
1997, but has been traded only sporadically. The closing bid price of the
Company's Common stock ranged between $0.10 and $0.03 in fiscal 1999. The
Company's Common Stock was delisted from the OTCBB in 1999, because the Company
was not current in its reporting requirements. The Company's Common Stock is
listed on so called "pink sheets" but there has been no activity and therefore
no price history is available.
As of August 31, 2000, there were approximately 720 record holders of the
Company's Common Stock. The Company effected a 100-for-1 reverse split of its
Common Stock in May, 2000, which reverse stock split did not affect the number
of the Company's shareholders.
DIVIDEND POLICY
---------------
The Company has never paid any cash dividends on its Common Stock and
does not anticipate paying any cash dividends in the future. The Company
currently intends to retain future earnings, if any, to fund the development and
growth of its business.
Item 6. Management's discussion of financial condition and results of operations
There has been no activity in the Company's operations; see Financial
Statements.
Item 7. Financial statements
Independent Auditors' Report of William D. Lindberg.........................F-1
Consolidated Balance Sheets as of August 31, 1999 and 2000..................F-4
Consolidated Statements of Operations for the years ended August 31,
1998, 1999 and 2000....................................................F-5
Consolidated Statements of Stockholders' Equity for the years ended
August 31, 1998, 1999 and 2000.........................................F-6
Consolidated Statements of Cash Flows for the years ended August 31,
1998, 1999 and 2000....................................................F-7
Notes to Consolidated Financial Statements..................................F-8
<PAGE>
WILLIAM D. LINDBERG
CERTIFIED PUBLIC ACCOUNTANT
1064 CLIPPER COURT
COSTA MESA, CA. 92627
To the Board of Directors and Stockholders
of CTC Cosmetics Holdings Company, Inc.
I have audited the accompanying balance sheet of CTC Cosmetics Holdings Company,
Inc. (a Delaware corporation), as of August 31, 2000 and 1999, and the related
statements of operations, shareholders' equity, and changes in financial
position for the years ended August 31, 2000, 1999 and 1998. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.
I conducted the audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
During the year ended August 31, 1997 the Company spun off its two subsidiaries,
effected a reverse split of it common stock, acquired CTC Cosmetics Holdings
(BVI) Co. Ltd. (that held a Chinese cosmetic company located in Shanghai) and
changed its name from The Westwind Group, Inc. to CTC Cosmetics Holdings
Company, Inc. The Company's headquarters were moved to Shanghai, China. The
newly elected Board of Directors was all Chinese nationals based at the
Company's headquarters. The Chinese Directors failed to provide financial
information, respond to shareholders' inquiries and to comply with the
disclosure requirements of the Exchange act of 1934 by non-filing of the
required periodic and annual reports. The Company has reflected the result of
these events in the financial statements.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of CTC Cosmetics Holdings Company,
Inc., as of August 31, 2000 and 1999, and the results of its operations,
shareholders' equity and its changes in financial position for the years ended
August 31, 2000, 1999 and 1998, in conformity with generally accepted accounting
principles.
/s/ William D. Lindberg
September 29, 2000
Costa Mesa, Ca.
<PAGE>
CTC COSMETICS HOLDINGS COMPANY, INC.
BALANCE SHEET
AS OF AUGUST 31, 2000 AND 1999
August 31, 2000 August 31, 1999
--------------- ---------------
ASSETS
Cash and cash equivalents
Accounts receivable from CTC Cosmetics
Holdings (BVI) Co. Ltd. - $ 500,000
Reserve for doubtful accounts - (500,000)
--------------- --------------
Investment in CTC Cosmetics Holdings
(BVI) Co. Ltd. - $ 900,000
Reserve for loss on investment - (900,000)
--------------- ---------------
Total assets $ 0 $ 0
=============== ===============
LIABILITIES AND SHAREHOLDERS'
EQUITY
Accounts payable $ 32,882 $ 24,642
Loans from shareholders 19,579 1,979
Accrued interest on debentures 52,127 48,132
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, 2000-
262,263 and 1999-26,168,654 shares
issued and outstanding 128,510 128,510
Paid in capital 1,739,045 1,739,045
Retained earnings (1,972,143) (1,942,308)
--------------- ---------------
Total shareholders' equity (104,588) (74,753)
Total liabilities and shareholders'
equity $ 0 $ 0
=============== ===============
The accompanying notes are an integral of part of these financial statements.
<PAGE>
CTC COSMETICS HOLDINGS COMPANY, INC.
STATEMENT OF OPERATIONS
FOR THE YEARS ENDED AUGUST 31, 2000, 1999 AND 1998
Year ended Year ended Year ended
August 31, August 31, August 31,
2000 1999 1998
----------- ----------- -----------
Expenses
Interest $ 3,995 $ 10,287 $ 40,145
Professional fees 25,840 3,399 2,755
----------- ----------- -----------
Loss from operations before
income taxes 29,835 13,686 42,900
Income taxes 0 0 0
----------- ----------- -----------
Net (loss) from operations $ (29,835) $ (13,686) $ (42,900)
=========== =========== ===========
The accompanying notes are an integral of part of these financial statements.
<PAGE>
<TABLE>
CTC COSMETICS HOLDINGS COMPANY, INC.
STATEMENT OF CHANGES IN FINANCIAL POSITION
FOR THE YEARS ENDED AUGUST 31, 2000, 1999 AND 1998
<CAPTION>
Year ended Year ended Year ended
August 31, August 31, August 31,
2000 1999 1998
----------- ----------- -----------
<S> <C> <C> <C>
Funds provided from (used for) operations
Net (loss) $ (25,835) $ (13,686) $ (42,900)
Funds provided by (used for) working capital
Accounts payable 8,240 1,420 2,755
Accrued interest 3,995 10,287 20,145
Shareholder loans 17,600 1,979 0
Funds provided from (used for) financing activities
Debentures 8% converted to stock - 500,000 -
Reduction of debentures payable - (500,000) -
Proceeds of stock issued for interest - - 20,000
----------- ----------- -----------
Net funds provided from (used for) all activities 0 0 0
Cash balance at beginning of year 0 0 0
Cash balance at end of year $ 0 $ 0 $ 0
=========== =========== ===========
</TABLE>
The accompanying notes are an integral of part of these financial statements.
<PAGE>
<TABLE>
CTC COSMETICS HOLDINGS COMPANY, INC.
STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE YEAR ENDED AUGUST 31, 1999, 1998 AND 1997
<CAPTION>
Addition
Common Stock Paid-In Retained
Capital Earnings
---------------------------- ------------ ------------
Shares Amount
------------ ------------
<S> <C> <C> <C> <C>
Balance September 1, 1996 7,422,768 $ 29,691 $ 124,098 $ 78,277
Two existing subsidiaries spun off to its
majority shareholders in exchange for
cancellation of a total of 960,912 pre-split
shares of common stock (960,912) (3,844) (16,065) (212,157)
------------ ------------ ------------ ------------
Total shares before reverse stock split 6,461,856 25,847 108,033 (133,880)
============ ============ ============ ============
Reverse stock split, 1 share of common stock
was exchanged for 12.93 new shares 502,387 25,847 108,033 (133,880)
Issued 9,000,000 shares of common stock to
acquire all the issued and outstanding shares
of CTC Cosmetics Holdings (BVI) Co., Ltd.
50,000 shares 9,000,000 36,000 864,000 -
Issued 600,000 shares of common stock in
connection with advisory corporate and
financial consulting services 600,000 2,400 57,600 -
Issued 55,600 shares of common stock in
connection with consulting services agreement
55,600 220 253,455 -
Net (loss) - - - (1,751,842)
------------ ------------ ------------ ------------
Balance at August 31, 1997 10,157,987 64,467 1,283,088 (1,885,722)
</TABLE>
The accompanying notes are an integral of part of these financial statements.
<PAGE>
<TABLE>
CTC COSMETICS HOLDINGS COMPANY, INC.
STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE YEAR ENDED AUGUST 31, 2000, 1999 AND 1998
(continued)
<CAPTION>
Addition
Common Stock Paid-In Retained
Capital Earnings
---------------------------- ------------ ------------
Shares Amount
------------ ------------
<S> <C> <C> <C> <C>
Balance at August 31, 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) - - - (42,900)
------------ ------------ ------------ ------------
Balance at August 31, 1998 10,168,654 64,510 1,303,045 (1,928,622)
Conversion of debentures to common stock
16,000,000 64,000 436,000 -
Net (loss) - - - (13,686)
------------ ------------ ------------ ------------
Balance at August 31, 1999 26,168,654 128,510 1,739,045 (1942,308)
Common stock reconstituted such that one new
share was issued for 100 old shares (25,906,391) - - -
Net (loss) - - - (29,835)
------------ ------------ ------------ ------------
Balance at August 31, 2000 262,263 $ 128,510 $ 1,739,045 $(1,972,143)
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral of part of these financial statements.
<PAGE>
CTC COSMETICS HOLDINGS COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED AUGUST 31, 2000
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.
<PAGE>
CTC COSMETICS HOLDINGS COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED AUGUST 31, 2000
1. GENERAL (Continued)
On January 21, 2000 Voyager held 61.3% of outstanding common stock of the
Company and filed Schedule 14C with the Securities and Exchange Commission
notifying the Chinese directors would be removed and new directors appointed by
Voyager. On February 22, 2000 the Chinese Board of Directors were removed and
replaced by new Directors appointed by Voyager.
2. INVESTMENT IN AND ACCOUNT RECEIVABLE FROM CTC COSMETICS HOLDINGS (BVI) CO.
LTD.
The Company in prior years concluded that the amounts invested in and due from
CTC Cosmetics Holdings (BVI) Co. Ltd. were probably worthless and\or
un-collectable because the assets are held in China. During the year the Company
concluded that the investment was worthless and the receivable was uncollectable
and there would be no further efforts to collect on them and they were
written-off.
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 over-the-counter Bulletin
Board ("OTC BB") 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 BB 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 BB on April 21, 1997.
During September 1998 Voyager Select IPO Fund, Ltd. converted the debentures
outstanding of $500,000 acquiring 16,000,000 shares of common stock based on the
average bid and ask prices of common stock ($.03125) as reflected on NASD OTC BB
on August 31, 1998. Voyager holds 61.3% of outstanding common stock of the
Company.
In May 2000 the Company approved and issued 1 new share for each 100 outstanding
shares.
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 $980,000.
5. SUBSEQUENT EVENTS
Voyager has agreed to pay all expenses of the Company until such time as normal
operations can be restored.
<PAGE>
Item 8. Changes in and disagreements with accountants on accounting and
financial disclosure
Because the prior Board of Directors (as discussed in Item 1. Business) did not
take any action in appointing accountants the current Board of Directors have
appointed William D. Lindberg, CPA as accountant and auditor. The Company is not
aware of any disagreement with accountants on accounting and financial
disclosure subsequent to the new Board of Directors assuming office.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
DIRECTORS AND EXECUTIVE OFFICERS
The officers and directors of the Company, their ages and present
positions held with the Company are as follows:
NAME AGE POSITIONS WITH THE COMPANY
Riccardo Cannavielo 41 President and Director
Andrew K. Proctor 42 Chairman, Chief Financial Officer and
Director
Paul D. Lemmon 38 Secretary and Director
ANDREW K. PROCTOR, age 42, Director, Chairman and Chief Financial Officer of the
Company since February, 2000. Mr. Proctor is a Managing Director of VOYAGER
Management (Bermuda), LTD. and VOYAGER Financial Services LTD. Mr. Proctor is a
graduate economist with a B.A. from the University of Southern California, an
M.A. from the Peter F. Drucker Graduate Management Center at the Claremont
Graduate School, and an M.B.A. in Finance from the Anderson Graduate School of
Management at UCLA. Mr. Proctor's corporate affiliations include the Voyager
Group of Companies in Bermuda, and Jess Kent & Co., Inc. a merchant banking
group specializing in the analysis and restructuring of middle market companies.
He is the past Chairman of the Board of Property Secured Investments, Inc., an
emerging public Real Estate Investment Trust, and the Dean's Alumni Advisory
Council at the Peter F. Drucker Graduate Management Center at the Claremont
Graduate School. His early career experience was garnered as a Vice President of
Dominick & Dominick, Inc. and Lehman Brothers, Kuhn Loeb.
PAUL D. LEMMON, age 38, Director and Vice President and Secretary of the Company
since February, 2000. Mr. Lemmon is a Managing Director of VOYAGER Management
(Bermuda), LTD. and VOYAGER Financial Services LTD. From March 1993 to May 1996,
Mr. Lemmon was an Officer of Butterfield Corporate Services, LTD., a subsidiary
of the Bank of Butterfield, Bermuda. Mr. Lemmon was responsible for business
development at Butterfield Corporate Services, LTD. where his responsibilities
included the development, administration and custody of third party sponsored
investment companies, mutual funds, and partnerships. From 1988 to 1993, Mr.
Lemmon was President of Yorkhill Financial Services, Inc., an investment and
merchant banking company in New Brunswick, Canada. Mr. Lemmon serves on the
board of directors of several companies, including mutual fund companies. He
received a Bachelor of Science in Geology from Mount Allison University and was
educated at the Universite de Strasbourg, France and the Canadian Securities
Institute. Mr. Lemmon is also the holder of the Certified Investment Manager
designation. Mr. Lemmon has served as a member of the International Marketing
Committee of the Bermuda International Business Association and on the
International Committee of the US Managed Futures Association. Trade Class
Strategy.
RICCARDO W. CANNAVIELLO, age 41, Director and President of the Company since
February, 2000. Mr. Cannaviello is currently a principal of Dianne O.Cosmetics,
with primary responsibility for enterprise development, strategy, systems, and
administration. Mr. Cannaviello is a graduate economist with a B. A. from
Stanford University, and an M.B.A.from the Anderson Graduate School of
Management at UCLA. From March 1993 to March 1997, Mr. Cannaviello was
responsible for new business development and project evaluation at Millennium
Capital Partners, an international corporate finance firm specializing in
cross-border IPO advisory services. From 1988 to 1993, he was a principal of
R.C.R. International Business Consulting, where he provided cross-border
acquisition and market development consulting services to European companies.
From 1984 to 1988, Mr. Cannaviello served a loan officer in the Real Estate
Industries Group of Wells Fargo Bank, where he managed a corporate real estate
loan portfolio in excess of $200 million. From 1980 to 1984, Mr. Cannaviello was
an international credit officer in the International Banking Group of Wells
Fargo Bank.
ITEM 10. EXECUTIVE COMPENSATION
There is no information available as to what cash compensation was paid
by the Company to its Chinese executive officers in a part of fiscal 2000, if
any, and whether such compensation exceeded $100,000 per fiscal year. Current
officers have not received any compensation for their services for fiscal 2000.
COMPENSATION OF DIRECTORS
There is no information available as to whether any of the Company's
Chinese directors received any type of compensation in conjunction with their
services as directors. The Company's current directors will be reimbursed for
their out-of-pocket expenses, if any, for attending Board of Directors meetings.
Item 11. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS, DIRECTORS AND OFFICERS. The following table sets forth
the beneficial ownership of the Company's Common Stock, as of September 30,
2000, by (i) each person known by the Company to beneficially own 5% or more of
the outstanding shares of Common Stock, (ii) each current and nominee director
and officer of the Company, and (iii) all current directors and executive
officers of the Company as a group. The information set forth in the table and
accompanying footnotes has been furnished by the named beneficial owners. An
asterisk denotes beneficial ownership of less than 1%.
Amount of
Name and Beneficial Percent of
Address Ownership Class
-------- ---------- --------------
Voyager Select IPO Fund, Ltd. (1) 160,000 (1) 61%
Andrew K. Proctor (2) 0 (2) 0%
Chief Financial Officer and Director
Paul D. Lemmon (3) 0 (3) 0%
Vice President, Secretary and Director
Riccardo W. Cannaviello (4) 0 0%
President and Director
Paul K.W. Tso (5) 51,273 19.6%
Former Chairman of the Board
of Directors and Chief Executive
Officer
Mark K.W. Lee (5) 13,977 5.3%
Former Vice-Chairman, President
and Secretary
Li Wai Zen, Former Director (5) 0 0%
Shaw Shui, Former Director (5) 0 0%
Hao Kwoi Fong, Former Director (5) 0 0%
All Current Directors and Officers
as a Group (3 persons) 0 0%
-------------------------------
As used in this table, "beneficial ownership" is determined in accordance with
the rules of the Securities and Exchange Commission and generally includes
voting or investment power with respect to the shares shown. Except as indicated
by footnote and subject to community property laws where applicable, to the
Company's knowledge the stockholders named in the table have sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by them.
(1) The address for Voyager is 129 Front Street, Penthouse Suite, Hamilton,
HM 12 Bermuda.
(2)(3) Messrs. Proctor and Lemmon are the Managing Directors of Voyager. They
both disclaim any beneficial ownership of the Common Stock of the
company held by Voyager.
(4) C/o 129 Front Street, Penthouse Suite, Hamilton, HM 12 Bermuda.
(5) The address of this person is No. 80 Liu Tuang Road Pudong, Shanghai,
China. Each of the former officers and/or directors has been removed
from their respective offices on February 22, 2000.
The percentage of beneficial ownership is based upon 262,263 shares of Common
Stock outstanding as of September 30, 2000, which number of shares has been
adjusted to reflect the 100-for-1 reverse stock split of the Company effected in
May, 2000.
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
NONE
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
---------
The following exhibits of the Company are included herein.
2.1 Plan of Reorganization dated as of March 21, 1997.*
3.1 Articles of Incorporation of Westwind Group, Inc., a Delaware
Corporation*
3.2 Certificate of Amendment of Articles of Incorporation changing the
Name and effecting a stock split*
3.3 Certificate of Amendment of Articles of Incorporation effecting a
100-for-1 stock split*
3.4 Certificate of Revival*
3.5 By-Laws of CTC Cosmetics Holding Company, Inc.*
21. Subsidiaries of the Registrant*
------------
* Previously filed with the Commission.
(b) Reports on Form 8-K
-------------------
None filed in Fiscal 2000
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on September 30, 2000.
CTC Cosmetics Holdings Company, Inc.
Dated: September 30, 2000 By: /s/ Riccardo W. Cannaviello
---------------------------------
Riccardo W. Cannaviello
President
Dated: September 30, 2000 By: /s/ Andrew K. Proctor
-------------------------------
Andrew K. Proctor
Chief Financial Officer
